Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “ Hong Kong Stock Exchange ”) take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

Under our weighted voting rights structure, our share capital comprises Class A ordinary shares and Class B ordinary shares. Each Class A ordinary share entitles the holder to exercise one vote, and each Class B ordinary share entitles the holder to exercise 20 votes, respectively, on any resolution tabled at our general meetings, except as may otherwise be required by law or provided for in our Memorandum and Articles of Association. Shareholders and prospective investors should be aware of the potential risks of investing in a company with a weighted voting rights structure. Our American depositary shares, each representing two of our Class A ordinary shares, are listed on the Nasdaq Global Select Market in the United States under the symbol JD.

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JD.com, Inc. 京東集團股份有限公司

(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability)

(Stock Code: 9618)

OVERSEAS REGULATORY ANNOUNCEMENT

We are making this announcement pursuant to Rule 13.10B of The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

We filed a Form 13G on February 9, 2021 (U.S. Eastern Time) with the Securities and Exchange Commission of the United States in relation to our beneficial ownership report on our interest in Dada Nexus Limited. For details, please refer to the attached Form 13G.

By Order of the Board of Directors JD.com, Inc. Mr. Richard Qiangdong Liu Chairman of the Board of Directors and Chief Executive Officer

Hong Kong, February 9, 2021

As at the date of this announcement, our board of directors comprises Mr. Richard Qiangdong LIU as the chairman, Mr. Martin Chi Ping LAU as the director, Mr. Ming HUANG, Mr. Louis T. HSIEH, and Mr. Dingbo XU as the independent directors.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. )*

Dada Nexus Limited

(Name of Issuer)

Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

23344D108**

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
** There is no CUSIP number assigned to ordinary shares of the issuer. CUSIP number 23344D108 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on The NASDAQ Global Select Market under the symbol “DADA.” Each ADS represents four ordinary shares of the issuer.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

NAMES OF REPORTING PERSONS JD.com, Inc.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) 
(b) 
SEC USE ONLY
CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

SOLE VOTING POWER

0 NUMBER OF 6. SHARED VOTING POWER SHARES BENEFICIALLY 434,100,345 Ordinary Shares(1) OWNED BY 7. SOLE DISPOSITIVE POWER EACH REPORTING 0 PERSON WITH

SHARED DISPOSITIVE POWER

434,100,345 Ordinary Shares(1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

(1)

434,100,345 Ordinary Shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) 

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

46.5%(2)
TYPE OF REPORTING PERSON (see instructions)

HC

(1) Includes (i) 415,492,797 ordinary shares of the issuer directly held by JD Sunflower Investment Limited and (ii) 18,607,548 ordinary shares of the issuer (represented by 4,651,887 ADSs) directly held by Windcreek Limited. Each of JD Sunflower Investment Limited and Windcreek Limited is a direct wholly-owned subsidiary of JD.com Investment Limited, which is in turn a direct wholly-owned subsidiary of JD.com, Inc. Pursuant to Section 13(d) of the Act and the rules promulgated thereunder, each of JD.com, Inc. and JD.com Investment Limited may be deemed to beneficially own all of the ordinary shares of the issuer (including ordinary shares of the issuer represented by ADSs) held by JD Sunflower Investment Limited and Windcreek Limited respectively and share with JD Sunflower Investment Limited and Windcreek Limited respectively the voting power and dispositive power of such shares.
(2) The percentage is calculated based on a total of 934,428,565 ordinary shares of the issuer issued and outstanding immediately after the completion of the offering reported in the issuer’s prospectus on form 424B4 dated as of December 2, 2020 and filed with the Securities and Exchange Commission on December 3, 2020, assuming the underwriters therefor do not exercise their option to purchase additional ADSs.

NAMES OF REPORTING PERSONS

JD.com Investment Limited

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(see instructions)

(a) 
(b) 
SEC USE ONLY
CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

SOLE VOTING POWER

0 NUMBER OF 6. SHARED VOTING POWER SHARES BENEFICIALLY 434,100,345 Ordinary Shares(1) OWNED BY 7. SOLE DISPOSITIVE POWER EACH REPORTING 0 PERSON WITH

SHARED DISPOSITIVE POWER

434,100,345 Ordinary Shares(1)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

(1)

434,100,345 Ordinary Shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
46.5%(2)

12. TYPE OF REPORTING PERSON (see instructions)

CO

(1) Includes (i) 415,492,797 ordinary shares of the issuer directly held by JD Sunflower Investment Limited and (ii) 18,607,548 ordinary shares of the issuer (represented by 4,651,887 ADSs) directly held by Windcreek Limited. Each of JD Sunflower Investment Limited and Windcreek Limited is a direct wholly-owned subsidiary of JD.com Investment Limited, which is in turn a direct wholly-owned subsidiary of JD.com, Inc. Pursuant to Section 13(d) of the Act and the rules promulgated thereunder, each of JD.com, Inc. and JD.com Investment Limited may be deemed to beneficially own all of the ordinary shares of the issuer (including ordinary shares of the issuer represented by ADSs) held by JD Sunflower Investment Limited and Windcreek Limited respectively and share with JD Sunflower Investment Limited and Windcreek Limited respectively the voting power and dispositive power of such shares.
(2) The percentage is calculated based on a total of 934,428,565 ordinary shares of the issuer issued and outstanding immediately after the completion of the offering reported in the issuer’s prospectus on form 424B4 dated as of December 2, 2020 and filed with the Securities and Exchange Commission on December 3, 2020, assuming the underwriters therefor do not exercise their option to purchase additional ADSs.

NAMES OF REPORTING PERSONS

JD Sunflower Investment Limited

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a)  (b)  3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands 5. SOLE VOTING POWER 0 NUMBER OF 6. SHARED VOTING POWER SHARES BENEFICIALLY 415,492,797 Ordinary Shares OWNED BY 7. SOLE DISPOSITIVE POWER EACH REPORTING 0 PERSON WITH 8. SHARED DISPOSITIVE POWER 415,492,797 Ordinary Shares
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

415,492,797 Ordinary Shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
44.5%(1)
1. TYPE OF REPORTING PERSON (see instructions)

CO

(1) The percentage is calculated based on a total of 934,428,565 ordinary shares of the issuer issued and outstanding immediately after the completion of the offering reported in the issuer’s prospectus on form 424B4 dated as of December 2, 2020 and filed with the Securities and Exchange Commission on December 3, 2020, assuming the underwriters therefor do not exercise their option to purchase additional ADSs.

NAMES OF REPORTING PERSONS

Windcreek Limited

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a) 
(b) 
SEC USE ONLY
CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands

SOLE VOTING POWER

0 6. SHARED VOTING POWER

NUMBER OF 6. SHARED VOTING POWER SHARES BENEFICIALLY 18,607,548 Ordinary Shares OWNED BY 7. SOLE DISPOSITIVE POWER EACH REPORTING 0 PERSON WITH 8. SHARED DISPOSITIVE POWER

18,607,548 Ordinary Shares

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

18,607,548 Ordinary Shares

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.0%(1)
TYPE OF REPORTING PERSON (see instructions)

CO

(1) The percentage is calculated based on a total of 934,428,565 ordinary shares of the issuer issued and outstanding immediately after the completion of the offering reported in the issuer’s prospectus on form 424B4 dated as of December 2, 2020 and filed with the Securities and Exchange Commission on December 3, 2020, assuming the underwriters therefor do not exercise their option to purchase additional ADSs.

Item 1.

(a) Name of Issuer Dada Nexus Limited

(b) Address of Issuer’s Principal Executive Offices 22/F, Oriental Fisherman’s Wharf No. 1088 Yangshupu Road Yangpu District, Shanghai 200082 The People’s Republic of China

Item 2.

(a) Name of Person Filing

This statement is jointly filed by and on behalf of each of JD.com, Inc., JD.com Investment Limited, JD Sunflower Investment Limited and Windcreek Limited (collectively, the “Reporting Persons”).

(b) Address of the Principal Office or, if none, Residence

JD.com, Inc.: 20th Floor, Building A, No. 18 Kechuang 11 Street Yizhuang Economic and Technological Development Zone Daxing District, Beijing 101111 The People’s Republic of China

JD.com Investment Limited: Vistra Corporate Services Centre Wickhams Cay II, Road Town, Tortola VG1110, British Virgin Islands

JD Sunflower Investment Limited: Vistra Corporate Services Centre Wickhams Cay II, Road Town, Tortola VG1110, British Virgin Islands

Windcreek Limited: Vistra Corporate Services Centre Wickhams Cay II, Road Town, Tortola VG1110, British Virgin Islands

(c) Citizenship

JD.com, Inc. is a company organized under the laws of the Cayman Islands; JD.com Investment Limited, JD Sunflower Investment Limited and Windcreek Limited are companies organized under the laws of the British Virgin Islands.

(d) Title of Class of Securities Ordinary shares, par value $0.0001 per share, of the issuer (the “Ordinary Shares”)
(e) CUSIP Number 23344D108 *
There is no CUSIP number assigned to Ordinary Shares. CUSIP number 23344D108 has been assigned to the American Depositary Shares (“ADSs”) of the issuer, which are quoted on The NASDAQ Global Select Market under the symbol “DADA.” Each ADS represents four Ordinary Shares.

Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

(a)  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)  Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)  Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)  Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)  An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f)  An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1) (ii)(F);
(g)  parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
(h)  A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)  A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)  A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
(k)  Group, in accordance with Rule 13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: .
.

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of issuer identified in Item 1.

(a) The information required by Items 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference.
(b) The information required by Items 4(b) is set forth in Row 11 of the cover page for each Reporting Person and is incorporated herein by reference.
(c) The information required by Items 4(c) is set forth in Rows 5-8 of the cover page for each Reporting Person and is incorporated herein by reference.

Item 5. Ownership of Five Percent or Less of a Class.

Not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

As indicated in notes 1 on the cover pages for JD.com, Inc. and JD.com Investment Limited, (i) JD Sunflower Investment Limited, a wholly-owned subsidiary of JD.com Investment Limited, which in turn is a wholly-owned subsidiary of JD.com, Inc., directly holds 415,492,797 Ordinary Shares included in this Statement on Schedule 13G and accordingly has the power to receive or direct the receipt of dividends from, or the proceeds from the sale of, such shares, and (ii) Windcreek Limited, a wholly-owned subsidiary of JD.com Investment Limited, which in turn is a wholly-owned subsidiary of JD.com, Inc., directly holds 18,607,548 Ordinary Shares (represented by 4,651,887 ADSs) included in this Statement on Schedule 13G and accordingly has the power to receive or direct the receipt of dividends from, or the proceeds from the sale of, such shares. Other than as described in the immediately preceding sentence, no other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares included in this Statement on Schedule 13G.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Item 8. Identification and Classification of Members of the Group.

All shares of each of JD Sunflower Investment Limited and Windcreek Limited are directly held by JD.com Investment Limited, and all shares of JD.com Investment Limited are directly owned by JD.com, Inc.

JD.com, Inc., JD.com Investment Limited, JD Sunflower Investment Limited and Windcreek Limited have entered into a joint filing agreement with respect this statement, which is attached hereto as Exhibit 99.1.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

Not applicable.

Exhibit Index

Exhibit 99.1 Joint Filing Agreement, dated February 9, 2021, among JD.com, Inc., JD.com Investment Limited, JD Sunflower Investment Limited and Windcreek Limited.

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 9, 2021

JD.com, Inc.

BY:

/s/Richard Qiangdong Liu

RICHARD QIANGDONG LIU

Chairman of the Board and Chief Executive Officer

JD.COM INVESTMENT LIMITED

BY: /s/Nani Wang NANI WANG Director

JD Sunflower Investment Limited

BY:

/s/Nani Wang NANI WANG Director Windcreek Limited BY: /s/Nani Wang NANI WANG Director

Windcreek Limited

Exhibit 99.1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned parties hereby agrees as follows:

Each party represents to the other parties that it is eligible to make the required statement on Schedule 13G.

Each party is responsible for the timely filing of the statement and any amendments to the statement.

Each party is not responsible for the completeness and accuracy of the information concerning the other parties, unless it knows or has reason to believe the information is inaccurate.

Each party agrees to the filing with the Securities and Exchange Commission on its behalf of a joint statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares of Dada Nexus Limited and to the inclusion of this Agreement as an Exhibit to such filing.

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

[Signature page follows]

SIGNATURE

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 9, 2021.

JD.com, Inc.

BY:

/s/Richard Qiangdong Liu

RICHARD QIANGDONG LIU

Chairman of the Board and Chief Executive Officer

JD.COM INVESTMENT LIMITED

BY: /s/Nani Wang NANI WANG Director

JD Sunflower Investment Limited

BY:

/s/Nani Wang NANI WANG Director Windcreek Limited BY: /s/Nani Wang NANI WANG Director

AI assistant

JD.com, Inc. — Major Shareholding Notification 2021

51120_rns_2021-02-09_27d10cc3-0bce-4921-b7c3-fcfe67948cf8.pdf

JD.com, Inc. 京東集團股份有限公司

OVERSEAS REGULATORY ANNOUNCEMENT

Hong Kong, February 9, 2021

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934 (Amendment No. )*

11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

HC

British Virgin Islands

12. TYPE OF REPORTING PERSON (see instructions)

CO

415,492,797 Ordinary Shares

CO

Windcreek Limited

British Virgin Islands

18,607,548 Ordinary Shares

CO

Item 1.

Item 2.

(c) Citizenship

Item 3. If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Item 4. Ownership.

Item 5. Ownership of Five Percent or Less of a Class.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Item 8. Identification and Classification of Members of the Group.

Item 9. Notice of Dissolution of Group.

Item 10. Certification.

Exhibit Index

JD.com, Inc.

/s/Richard Qiangdong Liu

RICHARD QIANGDONG LIU

JD.COM INVESTMENT LIMITED

JD Sunflower Investment Limited

Windcreek Limited

JOINT FILING AGREEMENT

SIGNATURE

JD.com, Inc.

/s/Richard Qiangdong Liu

RICHARD QIANGDONG LIU

JD.COM INVESTMENT LIMITED

JD Sunflower Investment Limited

Windcreek Limited

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JD.com, Inc. Major Shareholding Notification 2021