Dada Enters Into Definitive Agreement For "Going Private" Transaction With JD Sunflower Investment; Each ADS Representing 4 Ordinary Shares Will Be Cancelled In Exchange For $2.00 In Cash Per ADS, While Each Outstanding Share Will Be Cancelled In Exchange For $0.50 In Cash Per Share, With All Excluded Shares And Dissenting Shares Remaining Unaffected.

Dada Nexus Limited (NASDAQ:DADA, "Dada" or the "Company"))), China's leading local on-demand retail and delivery platform, today announced that it has entered into an Agreement and Plan of Merger (the "Merger Agreement") with JD Sunflower Investment Limited, a British Virgin Islands company ("Parent") and JD Sunflower Merger Sub Limited, a Cayman Islands company and a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company, with the Company continuing as the surviving company and becoming a wholly owned subsidiary of Parent (the "Merger"). Parent is wholly owned by JD.com, Inc. ("JD").

At the effective time of the Merger (the "Effective Time"), each American Depository Share of the Company (each, an "ADS"), representing four ordinary shares of the Company, par value US$0.0001 each (each, a "Share"), issued and outstanding immediately prior to the Effective Time, other than ADSs representing the Excluded Shares (as defined in the Merger Agreement), together with the Shares represented by such ADSs, will be cancelled and cease to exist in exchange for the right to receive US$2.0 in cash per ADS without interest, and each Share issued and outstanding immediately prior to the Effective Time, other than the Excluded Shares, the Dissenting Shares (as defined in the Merger Agreement) and Shares represented by ADSs, will be cancelled and cease to exist in exchange for the right to receive US$0.5 in cash per Share without interest.

The merger consideration represents a premium of approximately 42% to the closing price of the ADSs on January 24, 2025, the last trading day before the Company received the preliminary non-binding proposal letter from JD.