Dada Nexus Shareholders Vote In Favor Of Proposal To Authorize And Approve Previously Announced Agreement And Plan Of Merger With JD Sunflower

Dada Nexus Limited (NASDAQ:DADA, "Dada" or the "Company"))), China's leading local on-demand retail and delivery platform, today announced that at an extraordinary general meeting of shareholders (the "EGM") held today, the Company's shareholders voted in favor of the proposal to authorize and approve the previously announced Agreement and Plan of Merger (the "Merger Agreement"), dated April 1, 2025, by and between the Company, JD Sunflower Investment Limited ("Parent") and JD Sunflower Merger Sub Limited, a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which, at the effective time of the merger, Merger Sub will merge with and into the Company and cease to exist, with the Company continuing as the surviving company and becoming a wholly owned subsidiary of Parent, the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands (the "Plan of Merger") and the transactions contemplated thereby, including the merger.

Approximately 73.4% of the Company's total outstanding ordinary shares, including the ordinary shares represented by the Company's American depositary shares (the "ADSs"), as of 5 p.m. Cayman Islands time on the share record date of May 22, 2025 voted in person or by proxy at the EGM. The Merger Agreement, the Plan of Merger and the transactions contemplated thereby, including the merger, were approved by approximately 92.1% of the total votes cast at the EGM.

Completion of the merger is subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement. The Company will work with the other parties to the Merger Agreement towards completing the merger in due course. If consummated, the merger will result in the Company becoming a privately held company and its ADSs will no longer be listed or traded on any securities exchange or quotation system, including the NASDAQ Global Select Market, and the Company's ADS program will be terminated.