Core Viewpoint - Dada Nexus Limited has completed its merger with JD Sunflower Merger Sub Limited, becoming a wholly owned subsidiary of JD.com, Inc., and will cease to be a publicly traded company [1][2]. Group 1: Merger Details - The merger was approved by Dada's shareholders on June 10, 2025, and became effective on June 16, 2025 [2]. - Each American depository share (ADS) will be cancelled in exchange for US$2.0 in cash, while each ordinary share will be cancelled for US$0.5 in cash, excluding certain shares [2]. - Registered shareholders will receive instructions on how to surrender their shares for the merger consideration [3]. Group 2: Trading and Reporting Suspension - Dada has requested the suspension of trading of its ADSs on Nasdaq effective June 17, 2025, and will file a Form 25 for delisting [4]. - The company intends to suspend its reporting obligations under the Securities Exchange Act of 1934 by filing a Form 15 with the SEC [4]. Group 3: Advisory and Legal Counsel - Kroll, LLC is serving as the financial advisor to the Special Committee of independent directors [5]. - UBS AG Hong Kong Branch is the financial advisor to JD, with legal counsel provided by Skadden, Arps, Slate, Meagher & Flom LLP [6]. Group 4: Company Overview - Dada Nexus Limited is recognized as China's leading local on-demand retail and delivery platform, operating JD NOW and Dada NOW, which are interconnected to enhance delivery efficiency [7][8].

Core Viewpoint - Dada Nexus Limited has received shareholder approval for a merger agreement with JD Sunflower Investment Limited, which will result in Dada becoming a wholly owned subsidiary and a privately held company, leading to the termination of its ADS program and delisting from NASDAQ [1][2][3]. Group 1: Merger Details - The extraordinary general meeting of shareholders saw approximately 73.4% of total outstanding ordinary shares voting, with 92.1% of votes cast in favor of the merger agreement [2]. - The merger agreement was dated April 1, 2025, and involves the merger of Dada with JD Sunflower Merger Sub Limited, a wholly owned subsidiary of JD Sunflower Investment Limited [1][2]. - Upon completion, Dada will cease to exist as a publicly traded entity, and its American depositary shares will no longer be listed on any securities exchange [3]. Group 2: Company Overview - Dada Nexus Limited is recognized as China's leading local on-demand retail and delivery platform, operating JD NOW and Dada NOW, which are interconnected to enhance delivery efficiency and order volume [4]. - JD NOW serves as a major local on-demand retail platform, while Dada NOW provides delivery solutions across various industries, benefiting both platforms through increased order density and improved delivery experiences [4].

Core Viewpoint - Dada Nexus Limited is set to hold an extraordinary general meeting on June 10, 2025, to vote on a proposed merger agreement with JD Sunflower Investment Limited, which will result in Dada becoming a privately held company and delisting from NASDAQ [1][2][3]. Group 1: Merger Details - The merger will involve Merger Sub merging with Dada, making Dada a wholly owned subsidiary of Parent, and Dada's American depositary shares (ADSs) will no longer be listed on NASDAQ [2][3]. - Following the merger, Dada's ADSs and shares will cease to be registered under the Securities Exchange Act of 1934 [2]. Group 2: Shareholder Information - Shareholders of record as of May 22, 2025, will be entitled to vote at the extraordinary general meeting, and ADS holders can instruct JPMorgan Chase Bank to vote on their behalf [4]. - The board of directors has unanimously recommended that shareholders vote in favor of the merger agreement and related transactions [3]. Group 3: Company Overview - Dada Nexus Limited is recognized as China's leading local on-demand retail and delivery platform, operating JD NOW and Dada NOW, which are interconnected to enhance delivery efficiency and order volume [10].

Financial Performance - The company incurred net losses of RMB2,008.0 million, RMB1,957.5 million, and RMB2,038.5 million (US$279.3 million) in 2022, 2023, and 2024, respectively [72]. - Net cash used in operating activities was RMB945.4 million, RMB380.8 million, and RMB1,056.4 million (US$144.7 million) in 2022, 2023, and 2024, respectively [72]. - The company has a history of negative cash flows from operating activities, which may continue in the future [72]. - The company may incur substantial share-based compensation expenses due to its equity incentive plans, which could adversely affect its results of operations [158]. Revenue Sources - 20.3%, 24.5%, and 24.6% of net revenues were derived from services provided to JD Group in 2022, 2023, and 2024, respectively [75]. - 21.6%, 20.6%, and 23.0% of net revenues were derived from services provided to Walmart Group in 2022, 2023, and 2024, respectively [75]. - The concentration of customers poses a risk, as major customers like JD Group and Walmart Group account for a substantial portion of net revenues [76]. Customer and Market Risks - The company relies significantly on JD Group for traffic support and supply chain cooperation [70]. - The company faces intense competition in the local on-demand retail and delivery markets, with competitors like Meituan and Ele.me potentially affecting market share [78]. - The company relies on a small number of major customers, and any loss or reduction in orders from these customers could significantly disrupt operations and cash flows [77]. - The evolving business model makes it difficult to evaluate future prospects and associated risks [68]. Technology and Operations - The company has been leveraging artificial intelligence technologies for personalized product recommendations, which is critical for attracting and retaining consumers [98]. - The company’s delivery efficiency is crucial for maintaining customer satisfaction, and any failures in this area could harm its reputation and business [100]. - Technology systems are critical for the company's success, and any disruptions could lead to service outages and negatively impact operations [122]. - Continuous improvement and adaptation of technology systems are necessary to remain competitive in the rapidly evolving retail and delivery industries [124]. Regulatory and Compliance Risks - The company is subject to evolving laws and regulations regarding data privacy and cybersecurity, and any breaches could damage its reputation and expose it to legal liabilities [102]. - The company must comply with various labor laws and regulations, and any violations could result in additional compensation liabilities and adversely affect its financial condition [218]. - The company is subject to new PRC regulations regarding overseas listings, which may impose filing requirements and potential fines ranging from RMB1 million to RMB10 million for non-compliance [208]. - The company is required to comply with the Personal Information Protection Law, which raises protection requirements for processing personal information [107]. Strategic Initiatives and Challenges - The company expects to enhance on-demand delivery capabilities and expand customer base, which may incur significant capital investment [73]. - The company has successfully rolled out new value-added services to retailers and brand owners, utilizing big data technology and CRM tools to enhance customer engagement [114]. - The company may pursue strategic acquisitions, but compliance with regulatory requirements could delay or inhibit transaction completion, affecting business expansion [229]. - The company may face significant costs and challenges in complying with evolving PRC regulations regarding algorithm usage, which could impact its operations [163]. Economic and Market Conditions - The Chinese economy's growth rate has been slowing since 2010, with a population decline starting in 2022, which may adversely affect the company's business and financial condition [170]. - Heightened international tensions, particularly between the U.S. and China, may negatively impact trade and economic activities, affecting the company's business [172]. - Labor costs in China are expected to continue rising, which may adversely affect the company's profitability if these costs cannot be passed on to consumers [215]. Legal and Operational Risks - The company may face significant operational risks if the VIE declares bankruptcy or undergoes liquidation, potentially affecting its business activities and financial condition [199]. - The company may face significant legal obstacles for overseas regulators to conduct investigations or collect evidence within China, impacting shareholder claims and regulatory investigations [220]. - The company operates under a VIE structure, which may compromise the enforceability of contractual arrangements and disrupt business operations [211]. - The company may face challenges in enforcing legal rights and judgments due to the lack of reciprocal recognition of foreign judgments in the Chinese mainland [219].

Financial Data and Key Metrics Changes - In Q3 2024, the company reported accelerated high-quality growth, indicating a positive trend in financial performance [6]. Business Line Data and Key Metrics Changes - Specific details regarding the performance of different business lines were not provided in the available content [6]. Market Data and Key Metrics Changes - The content does not include specific market data or key metrics changes [6]. Company Strategy and Development Direction and Industry Competition - The company is focusing on high-quality growth, which suggests a strategic emphasis on sustainable and profitable expansion [6]. Management's Comments on Operating Environment and Future Outlook - Management highlighted the acceleration of growth in Q3 2024, reflecting confidence in the company's operational performance and market position [6]. Other Important Information - The conference call included a reminder about forward-looking statements and non-GAAP financial measures, indicating a focus on transparency and compliance [4]. Q&A Session Summary - The content does not provide specific questions and answers from the Q&A session [6].

Financial Data and Key Metrics Changes - Dada Group's total net revenues in Q2 2024 were RMB2.3 billion, with a year-on-year change primarily due to adjustments in the JD NOW business [5][24] - Non-GAAP net loss in Q2 was RMB142 million, improving sequentially by RMB53 million, with a non-GAAP net loss margin of 6.1%, narrowing by 1.8 percentage points [6][26] - Net revenues from JD NOW were RMB912 million, while Dada NOW revenues increased by 47% year-on-year to RMB1.4 billion [6][24] Business Line Data and Key Metrics Changes - JD NOW saw over 100% year-on-year growth in monthly transacting users and orders through the JD App [5] - Dada NOW's net revenues for the first half of 2024 increased by 51% year-on-year to RMB2.6 billion, driven by new customer expansion and increased penetration among existing partners [6][20] - The number of orders delivered by Dada NOW rose 21% year-on-year to 679 million in Q2 [19] Market Data and Key Metrics Changes - The average daily unique visitors through the JD App increased by over 70% year-on-year, with the user conversion rate up over 20% year-on-year [15] - The number of high-frequency users with the JD App channel increased by over 100% year-on-year [16] - JD NOW's average daily paid order volume increased by over 50% year-on-year in Q2 [17] Company Strategy and Development Direction - The company remains committed to high-quality growth, focusing on user experience and supply enhancement for JD NOW and Dada NOW [22] - Dada NOW is undergoing a brand upgrade to strengthen its image as a high-speed, high-quality delivery service provider [36] - The strategy includes deepening cooperation with JD.com to enhance user penetration and mindshare growth [47] Management's Comments on Operating Environment and Future Outlook - Management noted a stable recovery in consumer confidence, with online sales of physical goods growing by 6.4% year-on-year in Q2 [29] - The company anticipates that adjustments made earlier in the year will lead to sustainable high-quality growth in the long run [38] - Management expressed confidence in achieving breakeven and profitability in the long term, supported by strong growth in the restaurant and beverage sectors [46] Other Important Information - The company had RMB3.6 billion in cash and cash equivalents as of June 30, 2024, and had repurchased approximately USD9.8 million of ADSs as part of a USD 40 million share repurchase program [26] - The company has expanded its geographic coverage for JD NOW services nationwide, enhancing service availability for JD.com users [48] Q&A Session Summary Question: Update on consumer sentiment and competitive landscape - Management reported a stable recovery in consumer confidence, with online sales growth reflecting this trend [29] - JD NOW is gaining market share due to its integration with JD.com and expansion of high-quality supply [31] Question: User consumption patterns and pressure on take rates - Management noted that the supermarket category is stable, while non-supermarket categories are experiencing higher growth rates [40] - The company is actively collaborating with convenience store brands to meet consumer needs [39] Question: Financial guidance and cooperation with JD - Management indicated that JD NOW's GMV faced short-term challenges but is expected to improve with strategic adjustments [43] - The company aims to penetrate a significant portion of JD's user base, with ongoing efforts to enhance user experience [49]

Dada Nexus Limited (NASDAQ:DADA) Q1 2024 Earnings Conference Call May 15, 2024 9:30 PM ET Company Participants Caroline Dong - Head of Investor Relations Bing Fu - Interim President Henry Jun Mao - Chief Financial Officer Conference Call Participants Thomas Chong - Jefferies Lei Zhang - Bank of America Operator Good morning, ladies and gentlemen, and thank you for standing by for Dada's First Quarter 2024 Earnings Conference Call. At this time, all participants are in a listen-only mode. After the managemen ...

Financial Performance - The company incurred net losses of RMB2,471.1 million, RMB2,008.0 million, and RMB1,957.5 million (US$275.7 million) in 2021, 2022, and 2023, respectively [68]. - Net cash used in operating activities was RMB2,657.6 million, RMB945.4 million, and RMB380.8 million (US$53.6 million) in 2021, 2022, and 2023, respectively [68]. - The company recorded an impairment loss of RMB957.6 million for the year ended December 31, 2023, due to a decline in market capitalization [182]. Revenue Concentration - In 2021, 2022, and 2023, 13.9%, 20.3%, and 24.5% of net revenues were derived from services provided to JD Group, respectively [71]. - In 2021, 2022, and 2023, 20.2%, 21.6%, and 20.6% of net revenues were derived from services provided to Walmart Group, respectively [71]. - The company has a concentration of revenue from a small number of customers, with JD Group and Walmart Group being major contributors [71]. Market Competition - The company faces intense competition in the local on-demand retail and delivery markets, with competitors like Ele.me, Meituan, and SF Intracity [74]. - The company has seen rapid growth in the number of riders, active consumers, and daily delivery orders, but future growth rates may not be sustainable due to market saturation and increasing competition [84][85]. Operational Dependencies - The company relies on JD Group for traffic support and supply chain cooperation, with significant operational dependencies [66]. - The company engages outsourced delivery agencies for rider services, limiting its control over compliance with labor laws, which may lead to legal liabilities and reputational harm [147]. Technology and Infrastructure - The company relies on a scalable technology infrastructure that includes various systems for order management, pricing, and rider management, which are critical for business success [122]. - Continuous improvement and adaptation of technology systems are necessary to meet changing user needs and market trends, with a focus on developing new features and technologies [125]. - Any disruption to the company's technology systems could adversely affect its business and operational results [121]. Regulatory Environment - The company is subject to evolving governmental regulations in China, which cover various operational aspects, and non-compliance could result in penalties or loss of licenses [168]. - The PRC government has significant oversight over business operations, and new regulations could adversely affect the company's operations and the value of its American Depositary Shares (ADSs) [222]. - The evolving regulatory environment for internet-related businesses in China may lead to uncertainties regarding compliance and operational continuity [228]. Labor and Employment - The company faces uncertainties regarding compliance with labor-related laws and regulations in China, which could lead to labor disputes or government investigations [235]. - The average wage in China has been increasing, which is expected to continue, potentially impacting profitability if these costs cannot be passed on to consumers [232]. - The company is subject to stricter regulatory requirements regarding labor contracts and employee benefits, which could limit operational flexibility and increase costs [232]. Strategic Alliances and Acquisitions - The company may pursue strategic alliances and acquisitions to expand service offerings, but these could involve risks and require substantial resources [180]. - The company may encounter difficulties in pursuing strategic acquisitions due to complex regulations and the need for approval from the Ministry of Commerce [246]. Risks and Challenges - The company faces risks related to negative publicity and complaints about service quality, which could adversely affect its reputation and customer retention [79]. - The company is exposed to risks of intellectual property infringement claims, which could disrupt operations and incur significant legal expenses [174]. - The company may face significant costs and challenges in complying with new PRC regulations regarding algorithm usage, which could impact business operations [172]. Shareholder and Ownership Structure - JD Group held 53.1% of the outstanding ordinary shares as of March 31, 2024, giving it significant control over shareholder actions [192]. - The significant concentration of share ownership may adversely affect the trading price of the company's ADSs due to perceived conflicts of interest [193]. - The company operates as a "controlled company" under Nasdaq rules, allowing it to rely on exemptions from certain corporate governance requirements [195]. VIE Structure and Compliance - The company has 50% direct ownership of the VIE, which is subject to PRC regulations that restrict foreign ownership in certain sectors [196]. - If the PRC government finds the contractual arrangements with the VIE non-compliant, the company could face severe penalties or be forced to relinquish interests in those operations [201]. - The VIE holds critical assets for business operations, and bankruptcy or liquidation of the VIE could materially affect the company's financial condition and operational results [216]. Economic Environment - The company anticipates a challenging economic environment, with uncertainties stemming from global geopolitical tensions and economic conditions [185]. - The company may face substantial costs and limitations if it exercises the option to acquire equity interest in the VIE, as foreign investors are restricted from holding more than 50% equity in certain telecommunications services [217].

Dada Nexus Limited (NASDAQ:DADA) Q4 2023 Results Conference Call March 25, 2024 9:30 PM ET Company Participants Caroline Dong - Head of IR Bing Fu - Interim President Henry Jun Mao - CFO Conference Call Participants Lei Zhang - Bank of America Thomas Chong - Jefferies Wei Xiong - UBS Operator Good morning, ladies and gentlemen. Thank you for standing by for Dada's Fourth Quarter and Fiscal Year 2023 Earnings Conference Call. At this time all participants are in a listen only mode. After the management's pre ...

Financial Data and Key Metrics Changes - Total net revenues increased by 20% year-over-year to RMB2.9 billion, with adjusted net margin improving by 11 percentage points [5][18] - Non-GAAP net loss attributable to ordinary shareholders was RMB9 million, a significant improvement from a loss of RMB270 million in Q3 2022 [20] Business Line Data and Key Metrics Changes - Net revenues from Dada Now increased by 29% to RMB1.1 billion, driven by increased order volume for intracity delivery services [18] - Net revenues from JDDJ increased by 16% to RMB1.8 billion, primarily due to an increase in GMV and online marketing services revenue [18] Market Data and Key Metrics Changes - JDDJ onboarded more than 400,000 retail stores, with partnerships established with 93 out of the top 100 supermarket chains in China [8] - GMV for convenience stores grew more than 8 times year-over-year, while GMV for the liquor category more than tripled year-over-year [12][16] Company Strategy and Development Direction - The company aims to facilitate on-demand retail consumption of over RMB1 trillion in the next five years and drive digital transformation for over 2 million brick-and-mortar stores [6] - The five-year plan focuses on consumption, digitalization, and employment, aligning with the strategy for healthy growth in a vibrant community [17] Management's Comments on Operating Environment and Future Outlook - Management noted a recovery in the consumption market, particularly in the supermarket category during the Double 11 shopping festival, despite initial softness in consumer electronics [24] - The company remains optimistic about the long-term increase in O2O penetration and plans to consolidate strengths on the supply side [25] Other Important Information - The Hongtu marketing tool was launched to improve marketing efficiency for brands, with pilot brands seeing a 12% increase in conversion rates [15] - The delivery fee waiver campaign led to improved conversion and retention rates in the supermarket category [41] Q&A Session Summary Question: Trends in Singles Day growth and future consumption - Management observed a decent recovery in growth rates during the Double 11 shopping festival, particularly in the supermarket category, and noted that spending on services continues to outpace physical goods [24][25] Question: Cooperation with JD.com and traffic allocation - Management reported that cooperation with JD.com has strengthened, with significant growth in Xiaoshigou users and improved traffic allocation benefiting Shansong growth [25][27] Question: JDDJ unit economics and future drivers - The monetization rate for JDDJ increased to 10%, with a decrease in consumer incentives to 3.3%, indicating improved unit economics [31] Question: Demand trends post Singles Day and rider costs - Management indicated that it is too early to evaluate post-Singles Day trends, but rider costs have increased due to higher order volumes, with expectations of a decrease in per unit costs year-over-year in Q4 [38] Question: Impact of delivery fee waiver and live streaming initiatives - The delivery fee waiver campaign improved conversion and retention rates, while live streaming events during Singles Day showed promising initial results [41][42] Question: Revenue growth expectations for Dada Now and JDDJ - Management expects both platforms to grow at similar speeds in the following quarters, with the supermarket category accounting for close to 50% of GMV [45]