美团-W(03690) - 2022 Q3 - 季度财报

Summary Financial Highlights Meituan's Q3 2022 revenue grew 28.2% to RMB 62.619 billion, achieving RMB 988 million operating profit, reversing prior year's loss, with adjusted EBITDA and net profit turning profitable Key Financial Indicators for Q3 2022 (Year-over-Year) | Indicator | Sep 30, 2022 (RMB thousands) | % of Revenue | Sep 30, 2021 (RMB thousands) | % of Revenue | YoY Change | | :--- | :--- | :--- | :--- | :--- | :--- | | Revenue | RMB 62.619 billion | 100.0% | RMB 48.829 billion | 100.0% | 28.2% | | Operating Profit/(Loss) | RMB 988.222 million | 1.6% | (RMB 10.103 billion) | (20.7%) | N/A | | Profit/(Loss) for the Period | RMB 1.217 billion | 1.9% | (RMB 9.994 billion) | (20.5%) | N/A | | Adjusted EBITDA | RMB 4.802 billion | 7.7% | (RMB 4.062 billion) | (8.3%) | N/A | | Adjusted Net Profit/(Loss) | RMB 3.527 billion | 5.6% | (RMB 5.527 billion) | (11.3%) | N/A | Segment Financial Data Core Local Commerce segment revenue and operating profit both achieved significant growth, while New Initiatives segment revenue grew strongly and operating loss significantly narrowed, indicating improved efficiency in New Initiatives while core business profitability increased 2022年第三季度分部财务数据（同比） | Segment | Sep 30, 2022 (RMB thousands) | Sep 30, 2021 (RMB thousands) | YoY Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | | | | | Core Local Commerce | RMB 46.328 billion | RMB 37.169 billion | 24.6 | | New Initiatives | RMB 16.291 billion | RMB 11.661 billion | 39.7 | | Operating Profit/(Loss) | | | | | Core Local Commerce | RMB 9.321 billion | RMB 4.151 billion | 124.6 | | New Initiatives | (RMB 6.771 billion) | (RMB 10.028 billion) | (32.5) | | Unallocated Items | (RMB 1.562 billion) | (RMB 4.225 billion) | (63.0) | | Total | RMB 988.222 million | (RMB 10.103 billion) | N/A | - Unallocated items primarily include share-based compensation expenses, amortization of intangible assets from acquisitions, fair value changes of other financial investments, net other gains/(losses), and corporate administrative expenses[4] Operating Data For the twelve months ended Sep 30, 2022, Meituan's transacting users and active merchants both increased, average annual transactions per transacting user significantly improved, and instant delivery transactions also maintained steady growth in Q3 Operating Data for the Twelve Months Ended Sep 30, 2022 | Indicator | Sep 30, 2022 (millions) | Sep 30, 2021 (millions) | YoY Change | | :--- | :--- | :--- | :--- | | Number of Transacting Users | 687.1 | 667.5 | 2.9% | | Number of Active Merchants | 9.3 | 8.3 | 11.3% | | Average Annual Transactions per Transacting User | 39.5 | 34.4 | 14.8% | Instant Delivery Transactions for the Three Months Ended Sep 30, 2022 | Indicator | Sep 30, 2022 (million transactions) | Sep 30, 2021 (million transactions) | YoY Change | | :--- | :--- | :--- | :--- | | Instant Delivery Transactions | 5,025.1 | 4,324.4 | 16.2% | Business Review Company Financial Overview Meituan achieved revenue of RMB 62.6 billion in Q3 2022, Core Local Commerce operating profit increased by 124.6% to RMB 9.3 billion, New Initiatives operating loss narrowed to RMB 6.8 billion, adjusted EBITDA and adjusted net profit both turned from loss to profit, and cash and short-term investments are abundant - Q3 2022 revenue increased by 28.2% year-over-year to RMB 62.6 billion[6] - Core Local Commerce segment operating profit increased by 124.6% year-over-year to RMB 9.3 billion[6] - New Initiatives segment operating loss continued to narrow to RMB 6.8 billion[6] - Adjusted EBITDA was RMB 4.8 billion, and adjusted net profit was RMB 3.5 billion, both turning from loss to profit[6] - As of Sep 30, 2022, cash and cash equivalents were RMB 23.3 billion, and short-term investments were RMB 88.3 billion[6] Core Local Commerce Core Local Commerce segment achieved robust revenue growth of 24.6% despite pandemic impacts, operating profit increased by 124.6% year-over-year to RMB 9.3 billion, with operating margin improved to 20.1%, driven by increased food delivery and Meituan Instashopping order volumes, enhanced user experience, and steady in-store, hotel, and travel businesses - Core Local Commerce segment revenue increased by 24.6% year-over-year, operating profit increased by 124.6% year-over-year to RMB 9.3 billion, with an operating margin of 20.1%[7] - Total order volume for food delivery and Meituan Instashopping increased by 16.2% year-over-year, with a peak daily order volume exceeding 60 million[7] - Meituan Instashopping daily order volume reached a new high of 9.7 million orders on Qixi Festival, expanding cooperation with mainstream brands like Apple and Suning.com, with active merchants increasing by 30% year-over-year[7] - The company continues to fulfill social responsibilities, optimizing rider welfare, including order dispatch system optimization, holding 'Rider Festival', and high-temperature subsidies[8] - In-store, hotel, and travel businesses performed steadily, with annual active merchants and quarterly transacting users reaching historical highs, and local accommodation demand outperforming inter-city travel[8] New Initiatives New Initiatives segment revenue increased by 39.7% year-over-year to RMB 16.3 billion, primarily driven by commodity retail business, with operating loss slightly narrowed quarter-over-quarter to RMB 6.8 billion, and operating loss ratio improved to 41.6%, mainly due to improved operating efficiency - New Initiatives segment revenue increased by 39.7% year-over-year to RMB 16.3 billion, operating loss narrowed quarter-over-quarter to RMB 6.8 billion, and operating loss ratio improved to 41.6%[9] - Meituan Select upgraded its brand to 'Tomorrow's Supermarket', covering nearly 3,000 cities and counties, enhancing efficiency and user experience through improved supply chain, logistics capabilities, and intelligent sorting systems[10] - Meituan Grocery continued strong growth by expanding categories, increasing local and seasonal product supply, and launching the 'Local Premium Goods' project to support agricultural product circulation and 'New Farmers' training[10] - The company firmly believes local consumption will recover post-pandemic, and will continue its 'Retail + Technology' strategy to support small and medium-sized merchants, create employment, improve rider welfare, and support 'rural revitalization'[10] Management Discussion and Analysis Comparison of Q3 2022 vs Q3 2021 Meituan's Q3 2022 revenue increased by 28.2% year-over-year, achieved an operating profit of RMB 988 million, reversing the loss from the prior year, with Core Local Commerce gross profit significantly increased, New Initiatives loss narrowed, cost of revenue as a percentage of total revenue decreased, selling and marketing expenses were effectively controlled, and R&D and G&A expenses as a percentage of revenue decreased due to operating leverage 2022年第三季度与2021年第三季度综合收益表对比 | Indicator | Sep 30, 2022 (RMB thousands) | Sep 30, 2021 (RMB thousands) | | :--- | :--- | :--- | | Revenue | RMB 62.619 billion | RMB 48.829 billion | | Cost of Revenue | (RMB 44.114 billion) | (RMB 38.051 billion) | | Gross Profit | RMB 18.505 billion | RMB 10.778 billion | | Selling and Marketing Expenses | (RMB 10.886 billion) | (RMB 11.388 billion) | | Research and Development Expenses | (RMB 5.414 billion) | (RMB 4.716 billion) | | General and Administrative Expenses | (RMB 2.505 billion) | (RMB 2.387 billion) | | Operating Profit/(Loss) | RMB 988.222 million | (RMB 10.103 billion) | | Profit/(Loss) for the Period | RMB 1.217 billion | (RMB 9.994 billion) | Revenue Q3 2022 total revenue increased by 28.2% year-over-year to RMB 62.6 billion, primarily driven by steady growth in Core Local Commerce and strong growth in New Initiatives, especially commodity retail - Total revenue increased by 28.2% year-over-year to RMB 62.6 billion[12] - Core Local Commerce segment revenue increased by 24.6% year-over-year to RMB 46.3 billion, primarily driven by growth in delivery services, commissions, and online marketing services revenue[14] - New Initiatives segment revenue increased by 39.7% year-over-year to RMB 16.3 billion, mainly due to the expansion of commodity retail business[14] Costs and Expenses Cost of revenue increased by 15.9% year-over-year, but decreased by 7.5 percentage points as a percentage of revenue to 70.4%, mainly due to improved gross margins in food delivery, Meituan Instashopping, and commodity retail businesses, while selling and marketing expenses decreased year-over-year, and R&D and G&A expenses increased in absolute terms but decreased as a percentage of revenue, reflecting increased operating leverage 2022年第三季度成本及开支明细（同比） | Indicator | Sep 30, 2022 (RMB thousands) | % of Revenue | Sep 30, 2021 (RMB thousands) | % of Revenue | | :--- | :--- | :--- | :--- | :--- | | Cost of Revenue | RMB 44.114 billion | 70.4% | RMB 38.051 billion | 77.9% | | Selling and Marketing Expenses | RMB 10.886 billion | 17.4% | RMB 11.388 billion | 23.3% | | Research and Development Expenses | RMB 5.414 billion | 8.6% | RMB 4.716 billion | 9.7% | | General and Administrative Expenses | RMB 2.505 billion | 4.0% | RMB 2.387 billion | 4.9% | | Net Provision for Impairment Losses on Financial and Contract Assets | RMB 284.035 million | 0.5% | RMB 136.884 million | 0.3% | - Cost of revenue as a percentage of total revenue decreased by 7.5 percentage points year-over-year from 77.9% to 70.4%, mainly due to improved gross margins in food delivery, Meituan Instashopping, and commodity retail businesses[15] - Selling and marketing expenses decreased year-over-year, with its percentage of revenue decreasing by 5.9 percentage points to 17.4%, primarily due to effective cost control measures[16] - Net other gains/(losses) turned from a loss of RMB 2.1 billion in Q3 2021 to a gain of RMB 1.7 billion in Q3 2022, mainly due to the elimination of the impact of the 2021 anti-monopoly fine and increased exchange gains[19] Operating Profit/(Loss) Q3 2022 operating profit was RMB 988 million, with an operating margin of 1.6%, a significant improvement compared to the RMB 10.1 billion loss in Q3 2021, driven by Core Local Commerce operating profit increasing by 124.6% and New Initiatives operating loss narrowing by 32.5% 2022年第三季度分部经营溢利╱（亏损）及利润率（同比） | Segment | Sep 30, 2022 (RMB thousands) | Operating Margin | Sep 30, 2021 (RMB thousands) | Operating Margin | | :--- | :--- | :--- | :--- | :--- | | Core Local Commerce | RMB 9.321 billion | 20.1% | RMB 4.151 billion | 11.2% | | New Initiatives | (RMB 6.771 billion) | (41.6%) | (RMB 10.028 billion) | (86.0%) | | Operating Profit/(Loss) Total | RMB 988.222 million | 1.6% | (RMB 10.103 billion) | (20.7%) | - Core Local Commerce segment operating profit increased by 124.6% year-over-year to RMB 9.3 billion, with operating margin improving by 8.9 percentage points to 20.1%, primarily due to increased gross profit and improved cost efficiency[21] - New Initiatives segment operating loss decreased by 32.5% year-over-year to RMB 6.8 billion, with operating loss ratio narrowing by 44.4 percentage points to 41.6%, primarily due to improved operational efficiency[22] Share of Profits from Investments Accounted for Using Equity Method Q3 2022 share of profits from investments accounted for using the equity method was RMB 485 million, an increase from RMB 273 million in the prior year period, primarily due to profit contributions from investees - Share of profits from investments accounted for using the equity method was RMB 485 million, an increase of 77.7% year-over-year[23] Income Tax Credit Q3 2022 income tax credit was RMB 8.2 million, a slight increase from RMB 6.0 million in the prior year period - Income tax credit was RMB 8.2 million, an increase of 36.7% year-over-year[24] Profit/(Loss) for the Period Considering these factors, Meituan recorded a profit of RMB 1.2 billion in Q3 2022, successfully reversing the RMB 10 billion loss in Q3 2021 - Profit for the period was RMB 1.2 billion, compared to a loss of RMB 10 billion in Q3 2021[24] Comparison of Q3 2022 vs Q2 2022 Meituan's Q3 2022 revenue increased by 22.9% quarter-over-quarter, successfully achieved operating profit, reversing the Q2 loss, with Core Local Commerce and New Initiatives revenues both grew steadily, but Core Local Commerce operating margin slightly decreased due to seasonal subsidies, while New Initiatives operating loss ratio continued to improve, and overall profitability significantly improved 2022年第三季度与2022年第二季度综合收益表对比 | Indicator | Sep 30, 2022 (RMB thousands) | Jun 30, 2022 (RMB thousands) | | :--- | :--- | :--- | | Revenue | RMB 62.619 billion | RMB 50.938 billion | | Cost of Revenue | (RMB 44.114 billion) | (RMB 35.364 billion) | | Gross Profit | RMB 18.505 billion | RMB 15.574 billion | | Selling and Marketing Expenses | (RMB 10.886 billion) | (RMB 8.986 billion) | | Research and Development Expenses | (RMB 5.414 billion) | (RMB 5.204 billion) | | General and Administrative Expenses | (RMB 2.505 billion) | (RMB 2.504 billion) | | Operating Profit/(Loss) | RMB 988.222 million | (RMB 492.838 million) | | Profit/(Loss) for the Period | RMB 1.217 billion | (RMB 1.116 billion) | | Adjusted EBITDA | RMB 4.802 billion | RMB 3.803 billion | | Adjusted Net Profit | RMB 3.527 billion | RMB 2.058 billion | Revenue Q3 2022 total revenue increased by 22.9% quarter-over-quarter to RMB 62.6 billion, primarily driven by steady revenue growth in both reporting segments, especially increased transaction volume and value in food delivery, Meituan Instashopping, and in-store, hotel, and travel businesses - Total revenue increased by 22.9% quarter-over-quarter to RMB 62.6 billion[27] - Core Local Commerce segment revenue increased by 26.0% quarter-over-quarter to RMB 46.3 billion, primarily driven by increased transaction volume in food delivery and Meituan Instashopping, and increased transaction value in in-store, hotel, and travel businesses[28] - New Initiatives segment revenue increased by 15.1% quarter-over-quarter to RMB 16.3 billion, mainly due to continued growth in commodity retail business and seasonal factors in other new initiatives[29] Costs and Expenses Cost of revenue increased by 24.7% quarter-over-quarter, with its percentage of revenue increasing by 1.0 percentage point to 70.4%, mainly due to increased transaction volume and seasonal rider subsidies, while selling and marketing expenses increased quarter-over-quarter but remained flat as a percentage of revenue, and R&D and G&A expenses as a percentage of revenue decreased, reflecting increased operating leverage 2022年第三季度成本及开支明细（环比） | Indicator | Sep 30, 2022 (RMB thousands) | % of Revenue | Jun 30, 2022 (RMB thousands) | % of Revenue | | :--- | :--- | :--- | :--- | :--- | | Cost of Revenue | RMB 44.114 billion | 70.4% | RMB 35.364 billion | 69.4% | | Selling and Marketing Expenses | RMB 10.886 billion | 17.4% | RMB 8.986 billion | 17.6% | | Research and Development Expenses | RMB 5.414 billion | 8.6% | RMB 5.204 billion | 10.2% | | General and Administrative Expenses | RMB 2.505 billion | 4.0% | RMB 2.504 billion | 4.9% | | Net Provision for Impairment Losses on Financial and Contract Assets | RMB 284.035 million | 0.5% | RMB 50.437 million | 0.1% | - Cost of revenue increased by 24.7% quarter-over-quarter, with its percentage of revenue increasing by 1.0 percentage point to 70.4%, mainly due to increased transaction volume and seasonal rider subsidies[31] - Selling and marketing expenses increased quarter-over-quarter, primarily due to increased transacting user incentives, promotion, and advertising expenses[32] - Net other gains increased by RMB 711 million quarter-over-quarter to RMB 1.7 billion, mainly due to increased subsidies or tax incentives received and gains from wealth management investments[36] Operating Profit/(Loss) Q3 2022 operating profit was RMB 988 million, with an operating margin of 1.6%, successfully reversing the RMB 493 million operating loss in Q2, with Core Local Commerce operating profit increasing quarter-over-quarter but operating margin slightly decreasing due to seasonal subsidies, while New Initiatives operating loss ratio continued to narrow 2022年第三季度分部经营溢利╱（亏损）及利润率（环比） | Segment | Sep 30, 2022 (RMB thousands) | Operating Margin | Jun 30, 2022 (RMB thousands) | Operating Margin | | :--- | :--- | :--- | :--- | :--- | | Core Local Commerce | RMB 9.321 billion | 20.1% | RMB 8.261 billion | 22.5% | | New Initiatives | (RMB 6.771 billion) | (41.6%) | (RMB 6.790 billion) | (48.0%) | | Operating Profit/(Loss) Total | RMB 988.222 million | 1.6% | (RMB 492.838 million) | (1.0%) | - Core Local Commerce segment operating profit increased quarter-over-quarter to RMB 9.3 billion, but operating margin decreased by 2.4 percentage points quarter-over-quarter to 20.1%, primarily due to increased seasonal rider subsidies[38] - New Initiatives segment operating loss ratio narrowed by 6.4 percentage points quarter-over-quarter to 41.6%, mainly due to continuous improvement in operational efficiency of commodity retail business and other new initiatives[39] Share of Profits/(Losses) from Investments Accounted for Using Equity Method Q3 2022 share of profits from investments accounted for using the equity method was RMB 485 million, successfully reversing the RMB 400 million loss in Q2, primarily due to fluctuations in the fair value of investees' financial instruments - Share of profits from investments accounted for using the equity method was RMB 485 million, compared to a loss of RMB 400 million in Q2[40] Income Tax Credit Q3 2022 income tax credit was RMB 8.2 million, an increase from RMB 5.1 million in Q2 - Income tax credit was RMB 8.2 million, an increase of 60.8% quarter-over-quarter[41] Profit/(Loss) for the Period Considering these factors, Meituan recorded a profit of RMB 1.2 billion in Q3 2022, successfully reversing the RMB 1.1 billion loss in Q2 2022 - Profit for the period was RMB 1.2 billion, compared to a loss of RMB 1.1 billion in Q2 2022[41] Reconciliation of Non-IFRS Measures to the Most Directly Comparable IFRS Measures Definition of Adjusted EBITDA and Adjusted Net Profit/(Loss) This section explains the calculation methods for adjusted EBITDA and adjusted net profit/(loss), these non-IFRS measures aim to provide a clearer view of operating performance by excluding non-operating or one-off items - Adjusted EBITDA refers to profit/(loss) for the period adjusted for fair value changes, net other gains/(losses), finance income and expenses, share of profits/(losses) from investments accounted for using the equity method, income tax credit/(expense), and certain non-cash or one-off items (e.g., share-based compensation, amortization of intangible assets, depreciation)[42] - Adjusted Net Profit/(Loss) refers to profit/(loss) for the period adjusted for certain non-cash or one-off items (e.g., share-based compensation, amortization of intangible assets from acquisitions), net gains/(losses) from certain investments, and related income tax effects[42] Reconciliation Meituan provides a reconciliation of non-IFRS measures to the most directly comparable IFRS measures for Q3 2022, Q3 2021, and Q2 2022, showing significant improvement in both adjusted EBITDA and adjusted net profit in Q3 2022 非国际财务报告准则计量的对账情况 | Indicator | Sep 30, 2022 (RMB thousands) | Sep 30, 2021 (RMB thousands) | Jun 30, 2022 (RMB thousands) | | :--- | :--- | :--- | :--- | | Profit/(Loss) for the Period | RMB 1.217 billion | (RMB 9.994 billion) | (RMB 1.116 billion) | | Adjusted Net Profit/(Loss) | RMB 3.527 billion | (RMB 5.527 billion) | RMB 2.058 billion | | Adjusted EBITDA | RMB 4.802 billion | (RMB 4.062 billion) | RMB 3.803 billion | - Q3 2022 adjusted net profit was RMB 3.527 billion, a significant improvement compared to a loss of RMB 5.527 billion in Q3 2021 and a profit of RMB 2.058 billion in Q2 2022[43] - Q3 2022 adjusted EBITDA was RMB 4.802 billion, a significant improvement compared to a loss of RMB 4.062 billion in Q3 2021 and a profit of RMB 3.803 billion in Q2 2022[43] Liquidity and Capital Resources Cash Flows Meituan generated net cash of RMB 9.4 billion from operating activities in Q3 2022, primarily due to profit for the period and changes in working capital, net cash outflow from investing activities was RMB 8.6 billion, mainly for wealth management investments and the purchase of property, plant, and equipment, and net cash outflow from financing activities was RMB 3.5 billion, primarily due to a net decrease in borrowings and lease liability payments 2022年第三季度现金流量 | Indicator | Sep 30, 2022 (RMB thousands) | | :--- | :--- | | Net Cash Flows from Operating Activities | RMB 9.392 billion | | Net Cash Flows Used in Investing Activities | (RMB 8.638 billion) | | Net Cash Flows Used in Financing Activities | (RMB 3.498 billion) | | Cash and Cash Equivalents at End of Period | RMB 23.257 billion | - As of Sep 30, 2022, the company held cash and cash equivalents of RMB 23.3 billion and short-term investments of RMB 88.3 billion[44] - Net cash flows from operating activities were RMB 9.4 billion, primarily attributable to profit before income tax and changes in working capital[46] - Net cash flows used in investing activities were RMB 8.6 billion, mainly for wealth management investments and the purchase of property, plant, and equipment[47] - Net cash flows used in financing activities were RMB 3.5 billion, primarily due to a net decrease in borrowings and lease liability payments[47] Gearing Ratio As of Sep 30, 2022, Meituan's gearing ratio was approximately 48%, calculated as total borrowings and notes payable divided by equity attributable to equity holders of the Company - As of Sep 30, 2022, the gearing ratio was approximately 48%[48] Financial Information Consolidated Statement of Profit or Loss Meituan's Q3 2022 consolidated statement of profit or loss shows revenue of RMB 62.619 billion, gross profit of RMB 18.505 billion, and profit for the period of RMB 1.217 billion, showing significant improvement compared to both the prior year period and previous quarter, reversing losses 综合收益表（人民币千元） | Indicator | Sep 30, 2022 | Sep 30, 2021 | Jun 30, 2022 | | :--- | :--- | :--- | :--- | | Revenue | RMB 62.619 billion | RMB 48.829 billion | RMB 50.938 billion | | Cost of Revenue | (RMB 44.114 billion) | (RMB 38.051 billion) | (RMB 35.364 billion) | | Gross Profit | RMB 18.505 billion | RMB 10.778 billion | RMB 15.574 billion | | Operating Profit/(Loss) | RMB 988.222 million | (RMB 10.103 billion) | (RMB 492.838 million) | | Profit/(Loss) for the Period | RMB 1.217 billion | (RMB 9.994 billion) | (RMB 1.116 billion) | Consolidated Statement of Financial Position As of Sep 30, 2022, Meituan's total assets were RMB 246.932 billion, an increase from the end of 2021, with equity attributable to equity holders of the Company at RMB 127.687 billion and total liabilities at RMB 119.300 billion, indicating a higher proportion of current liabilities but overall stable financial position 综合财务状况表（人民币千元） | Indicator | Sep 30, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Assets | | | | Total Assets | RMB 246.932 billion | RMB 240.653 billion | | Equity | | | | Equity Attributable to Equity Holders of the Company | RMB 127.687 billion | RMB 125.613 billion | | Total Equity | RMB 127.632 billion | RMB 125.557 billion | | Liabilities | | | | Total Liabilities | RMB 119.300 billion | RMB 115.097 billion | | Trade Payables | RMB 14.699 billion | RMB 15.166 billion | | Borrowings (Current) | RMB 16.327 billion | RMB 11.565 billion | - As of Sep 30, 2022, total assets were RMB 246.932 billion, an increase from RMB 240.653 billion as of Dec 31, 2021[50] - Equity attributable to equity holders of the Company was RMB 127.687 billion, and total liabilities were RMB 119.300 billion[50][52] Other Information Purchase, Sale or Redemption of the Company's Listed Securities For the three months ended Sep 30, 2022, Meituan and its subsidiaries did not purchase, sell, or redeem any of the company's listed securities on the Stock Exchange - The company and its subsidiaries did not purchase, sell, or redeem any of the company's listed securities on the Stock Exchange during the three months ended Sep 30, 2022[53] Audit Committee The Audit Committee reviewed the company's unaudited interim financial information for the three months ended Sep 30, 2022, and discussed accounting policies, risk management, internal controls, and financial reporting matters - The Audit Committee reviewed the company's unaudited interim financial information for the three months ended Sep 30, 2022, and discussed accounting policies, risk management, internal controls, and financial reporting matters[53] Post-Reporting Period Events Post-reporting period, Tencent plans to distribute approximately 90.9% of Meituan's Class B shares to its shareholders, resulting in a change in Tencent's shareholding, Mr. Martin Lau has resigned as a non-executive director, and Meituan and Tencent will maintain a mutually beneficial business relationship, including extending existing strategic cooperation agreements - Tencent plans to distribute approximately 958,121,562 Class B shares of Meituan (representing approximately 90.9% of Tencent's holding) to its shareholders[54] - Mr. Martin Lau resigned as a non-executive director on Nov 16, 2022[54] - Meituan and Tencent will maintain a mutually beneficial business relationship, including extending existing strategic cooperation agreements[54] Compliance with Corporate Governance Code Meituan is committed to maintaining stringent corporate governance standards and has complied with all code provisions of the Corporate Governance Code set out in Appendix 14 of the Listing Rules, except for the combined roles of Chairman and CEO held by Mr. Wang Xing, which the Board believes ensures consistent internal leadership and efficient strategic planning and will continue to review - The company has complied with all code provisions of the Corporate Governance Code, except for Code Provision C.2.1 (which states that the roles of chairman and chief executive officer should be separate)[56] - Mr. Wang Xing serves as both Chairman and CEO; the Board believes this arrangement ensures consistent internal leadership and enhances strategic planning efficiency[56] Compliance with the Model Code for Securities Transactions by Directors Meituan has adopted the Model Code for Securities Transactions by Directors of Listed Issuers as its code of conduct for securities transactions by directors and employees with inside information, and following inquiry, all directors confirmed compliance with the Model Code during the reporting period - The company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers, as set out in Appendix 10 of the Listing Rules[57] - Following specific inquiries to all directors, each director confirmed compliance with the required standards set out in the Model Code for the three months ended Sep 30, 2022[57] Acknowledgement The Board extends its sincere gratitude to consumers, merchants, partners, riders, all employees and management, and shareholders - The Board extends its sincere gratitude to consumers, merchants, partners, riders, all employees and management, and shareholders[58] Glossary of Terms This section provides definitions for key terms used in the report, including terms related to corporate governance, finance, and business operations, and emphasizes that this announcement is based on unaudited consolidated management accounts, containing forward-looking statements with inherent risks and uncertainties - The information in this announcement is based on the company's consolidated management accounts, which have not been audited or reviewed by the company's auditors[60] - This announcement contains forward-looking statements related to the company's business outlook, financial performance forecasts, business plan forecasts, and development strategies, which involve significant risks and uncertainties[60] - Key terms defined include operating indicators such as 'Active Merchants', 'Transaction Value', 'Instant Delivery Transactions', 'Transacting Users', and 'Transactions'[63]