Dada(DADA) - 2022 Q4 - Annual Report

Form 6-K: Supplemental Submission Regarding HFCAA This submission addresses the company's identification as a Commission-Identified Issuer under HFCAA and details its ownership structure Identification as a Commission-Identified Issuer The company was identified as a Commission-Identified Issuer under HFCAA due to its auditor, a determination later vacated by the PCAOB - The company was conclusively identified by the SEC as a Commission-Identified Issuer on May 26, 2022, pursuant to the HFCAA[3] - The identification was triggered by the use of an auditor, Deloitte Touche Tohmatsu Certified Public Accountants LLP, in a jurisdiction where the PCAOB could not conduct complete inspections until it vacated its determination in December 2022[3] Ownership Structure and Control Analysis The company asserts it is not government-controlled, citing its ownership structure primarily by JD Group and Walmart Entities - The company is controlled by JD Group, which beneficially owned 53.0% of its outstanding ordinary shares as of March 31, 2023[4] - To the company's knowledge, no shareholder other than JD Group Entities and Walmart Entities beneficially owned 5% or more of its shares as of March 31, 2023[4] - The company is not aware of any Chinese governmental entity having the power to direct its management and policies[7] JD Group Entities Ownership JD Group, a Nasdaq and HKEX-listed entity, is Dada's controlling shareholder, with its stake expected to increase to approximately 53.9% JD Group Ownership Stake | Metric | Value | As of Date / Timeframe | | :--- | :--- | :--- | | Ownership Percentage | 53.0% | March 31, 2023 | | Ordinary Shares Owned | 543,315,362 | February 22, 2022 | | Expected Ownership % | ~53.9% | Post-transaction (Apr/May 2023) | - In April 2023, the company agreed to issue 18,927,876 new ordinary shares to JD Group in exchange for traffic support, which will increase JD Group's stake[5] - JD Group Entities are not believed to be owned or controlled by a governmental entity of China[6] Walmart Entities Ownership Walmart Entities, wholly owned by US-based Walmart Inc., held a 9.3% stake and are not government-controlled Walmart Entities Ownership Stake | Metric | Value | As of Date | | :--- | :--- | :--- | | Ownership Percentage | 9.3% | March 31, 2023 | | Ordinary Shares Owned | 94,981,280 | June 9, 2020 | - Walmart Entities are not owned or controlled by a governmental entity of China. Walmart Inc. is a Delaware company listed on the NYSE[6]