Dada Nexus announces Extraordinary General Meeting of Shareholders

Dada Nexus (DADA) has called an extraordinary general meeting of shareholders to be held on June 10, 2025 at 10 a.m. at No. 76 Zhichun Road, Haidian District, Beijing, People’s Republic of China, to consider and vote on, among other matters, the proposal to authorize and approve the previously announced Agreement and Plan of Merger dated April 1, 2025 by and between the Company, JD Sunflower Investment Limited and JD Sunflower Merger Sub Limited, a wholly owned subsidiary of Parent, the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands and the transactions contemplated thereby, including the merger. Pursuant to the Merger Agreement and the Plan of Merger, at the effective time of the merger, Merger Sub will merge with and into the Company and cease to exist, with the Company being the surviving company and becoming a wholly owned subsidiary of Parent. If consummated, the merger will result in the Company becoming a privately held company and its American depositary shares, each representing four ordinary shares of the Company, par value US$0.0001 each, will no longer be listed on the NASDAQ Global Select Market and the Company’s ADS program will be terminated. In addition, the Company’s ADSs and Shares represented by the ADSs will cease to be registered under Section 12 of the Securities Exchange Act of 1934 following the consummation of the merger. The Company’s board of directors, acting upon the unanimous recommendation of a special committee of independent directors established by the board of directors, authorized and approved the execution, delivery and performance of the Merger Agreement, the Plan of Merger and the consummation of the transactions contemplated thereby, and resolved to recommend that the Company’s shareholders vote FOR, among other things, the proposal to authorize and approve the Merger Agreement, the Plan of Merger, and the consummation of the transactions contemplated thereby, including the merger. Shareholders of record as of 5 p.m. Cayman Islands time on May 22, 2025 will be entitled to attend and vote at the EGM and any adjournment thereof. ADS holders as of the close of business in New York City on May 8, 2025 will be entitled to instruct JPMorgan Chase Bank, N.A., in its capacity as the ADS depositary, to vote the Shares represented by the ADSs at the EGM.