SHANGHAI, China, June 10, 2025 — Dada Nexus Limited (NASDAQ: DADA, “Dada” or the “Company”), a leading on-demand retail and delivery platform in China, announced today that its shareholders have approved the previously announced merger agreement at an extraordinary general meeting (the “EGM”) held today. The shareholders voted in favor of authorizing and approving the Agreement and Plan of Merger (the “Merger Agreement”), dated April 1, 2025, between the Company, JD Sunflower Investment Limited (“Parent”), and JD Sunflower Merger Sub Limited, a wholly owned subsidiary of Parent (“Merger Sub”). According to the agreement, Merger Sub will merge into the Company, ceasing to exist, and the Company will continue as the surviving entity and become a wholly owned subsidiary of Parent. This includes the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands (the “Plan of Merger”) and the transactions outlined within, including the merger itself.

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

The merger’s completion hinges on fulfilling or waiving the conditions outlined in the Merger Agreement. The Company will collaborate with other parties to complete the merger accordingly. Upon completion, the Company will become privately held, and its ADSs will be delisted from all securities exchanges and quotation systems, including the NASDAQ Global Select Market. Consequently, the Company’s ADS program will be terminated.

About Dada Nexus Limited

Dada Nexus Limited is a leading local on-demand retail and delivery platform in China. It operates JD NOW (formerly JDDJ), a major on-demand retail platform connecting retailers and brand owners with consumers, and Dada NOW, a leading on-demand delivery platform catering to merchants and individual senders across various industries and product categories. The Company’s two platforms are interconnected and mutually beneficial. The large volume of on-demand delivery orders from JD NOW increases order volume and density for Dada NOW. In turn, Dada NOW enables improved delivery experiences for JD NOW participants through accessible fulfillment solutions and a robust on-demand delivery infrastructure.

For more information, please visit https://ir.imdada.cn/.

Forward-Looking Statements

This press release includes forward-looking statements as defined by the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements are identifiable by terms like “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “likely to,” and similar expressions. Statements that are not based on historical or current facts, including those regarding Dada’s beliefs, plans, and expectations, are considered forward-looking. These statements involve inherent risks and uncertainties, and several factors could cause actual results to differ materially. These factors, risks, and uncertainties include the possibility that the merger may not occur as planned due to events leading to termination of the Merger Agreement, the unavailability of expected financing, or the failure to satisfy or waive closing conditions. Other risks and uncertainties are detailed in the Company’s filings with the SEC, as well as the Schedule 13E-3 and proxy statement filed by the Company. Further details on these and other factors are available in the Company’s SEC filings. All information in this release is current as of the date of publication, and Dada does not undertake any obligation to update it, except as required by law.

For investor inquiries, please contact:

Dada Nexus Limited
E-mail:

Christensen
In China
Mr. Rene Vanguestaine
Phone: +86-178-1749-0483
E-mail:
In US
Ms. Linda Bergkamp
Phone: +1-480-614-3004
E-mail:

For media inquiries, please contact:

Dada Nexus Limited
E-mail: