JD.com, Inc. — Major Shareholding Notification 2025

Jun 17, 2025

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited 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.

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 Codes: 9618 (HKD counter) and 89618 (RMB counter))

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 Schedule 13D/A on June 16, 2025 (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 Schedule 13D/A.

By Order of the Board of Directors

JD.com, Inc.

Mr. Richard Qiangdong Liu

Chairman of the Board of Directors

Hong Kong, June 17, 2025

As at the date of this announcement, our board of directors comprises Mr. Richard Qiangdong LIU as the chairman, Ms. Sandy Ran XU as the executive director, Ms. Caroline SCHEUFELE, Ms. Carol Yun Yau LI, Ms. Grace Kun DING, Ms. Jennifer Ngar-Wing YU, Mr. Ming HUANG, Mr. Louis T. HSIEH, and Mr. Dingbo XU as the independent directors.

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

Dada Nexus Limited

(Name of Issuer)

Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

23344D108

(CUSIP Number)

JD.com, Inc.

20th Fl, Build A, No.18 Kechuang 11 St, Yizhuang Eco & Tech Dev Zone, Daxing Dis

Beijing, F4, 101000

86 10 8911-8888

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/16/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

☐

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).

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SCHEDULE 13D

CUSIP No. 23344D108

| 1 | Name of reporting person
JD.com, Inc. | |
| --- | --- | --- |
| 2 | Check the appropriate box if a member of a Group (See Instructions)
☐ (a)
☑ (b) | |
| 3 | SEC use only | |
| 4 | Source of funds (See Instructions)
WC, OO | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |
| 6 | Citizenship or place of organization
CAYMAN ISLANDS | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power
0.00 |
| | 8 | Shared Voting Power
0.00 |
| | 9 | Sole Dispositive Power
0.00 |
| | 10 | Shared Dispositive Power
0.00 |
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | |
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ | |
| 13 | Percent of class represented by amount in Row (11)
0 % | |
| 14 | Type of Reporting Person (See Instructions)
HC | |

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SCHEDULE 13D

CUSIP No. 23344D108

| 1 | Name of reporting person
JD.com Investment Limited | |
| --- | --- | --- |
| 2 | Check the appropriate box if a member of a Group (See Instructions)
☐ (a)
☑ (b) | |
| 3 | SEC use only | |
| 4 | Source of funds (See Instructions)
AF | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power
0.00 |
| | 8 | Shared Voting Power
0.00 |
| | 9 | Sole Dispositive Power
0.00 |
| | 10 | Shared Dispositive Power
0.00 |
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | |
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ | |
| 13 | Percent of class represented by amount in Row (11)
0 % | |
| 14 | Type of Reporting Person (See Instructions)
CO | |

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SCHEDULE 13D

CUSIP No. 23344D108

| 1 | Name of reporting person
JD Sunflower Investment Limited | |
| --- | --- | --- |
| 2 | Check the appropriate box if a member of a Group (See Instructions)
☐ (a)
☑ (b) | |
| 3 | SEC use only | |
| 4 | Source of funds (See Instructions)
AF | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power
0.00 |
| | 8 | Shared Voting Power
0.00 |
| | 9 | Sole Dispositive Power
0.00 |
| | 10 | Shared Dispositive Power
0.00 |
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | |
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ | |
| 13 | Percent of class represented by amount in Row (11)
0 % | |
| 14 | Type of Reporting Person (See Instructions)
CO | |

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SCHEDULE 13D

CUSIP No. 23344D108

| 1 | Name of reporting person
Windcreek Limited | |
| --- | --- | --- |
| 2 | Check the appropriate box if a member of a Group (See Instructions)
☐ (a)
☑ (b) | |
| 3 | SEC use only | |
| 4 | Source of funds (See Instructions)
AF | |
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH | |
| Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power
0.00 |
| | 8 | Shared Voting Power
0.00 |
| | 9 | Sole Dispositive Power
0.00 |
| | 10 | Shared Dispositive Power
0.00 |
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | |
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ | |
| 13 | Percent of class represented by amount in Row (11)
0.0 % | |
| 14 | Type of Reporting Person (See Instructions)
CO | |

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SCHEDULE 13D

Item 1. Security and Issuer

(a) Title of Class of Securities:
Ordinary Shares, par value $0.0001 per share

(b) Name of Issuer:
Dada Nexus Limited

(c) Address of Issuer's Principal Executive Offices:
22/F, Oriental Fisherman's Wharf, No. 1088 Yangshupu Road, Yangpu District, Shanghai, CHINA, 200082.

This Amendment No. 6 to Schedule 13D (this "Amendment No. 6") amends and supplements the Statement on Schedule 13D originally filed with the U.S. Securities and Exchange Commission on March 4, 2022 (the "Original Schedule 13D"), as amended by an amendment No. 1 on April 26, 2023 (the "Amendment No. 1"), an amendment No. 2 on April 28, 2023 (the "Amendment No. 2"), an amendment No. 3 on September 16, 2024 (the "Amendment No. 3"), an amendment No. 4 on January 27, 2025 (the "Amendment No. 4") and an amendment No. 5 on April 1, 2025 (the "Amendment No. 5") and together with the Original Schedule 13D, the Amendment No. 1, the Amendment No. 2, the Amendment No. 4 and the Amendment No. 5, the "Statement") filed by JD.com, Inc. ("JD"), JD.com Investment Limited ("JD Investment"), JD Sunflower Investment Limited ("JD Sunflower") and Windcreek Limited (each a "Reporting Person" and collectively, the "Reporting Persons"), with respect to ordinary shares, par value $0.0001 per share (the "Ordinary Shares") of the Issuer, whose principal executive offices are located at 22/F, Oriental Fisherman's Wharf, No. 1088 Yangshupu Road, Yangpu District, Shanghai 200082, People's Republic of China.

Except as provided herein, this Amendment No. 6 does not modify any of the information previously reported on the Statement. Capitalized terms used but not defined in this Amendment No. 6 have the meanings ascribed to them in the Statement.

Item 4. Purpose of Transaction

Item 4 of the Original Schedule 13D is hereby amended and supplemented by the following:

On June 10, 2025 (Beijing time), an extraordinary general meeting of shareholders of the Issuer was held at the Issuer's office at at No. 76 Zhichun Road, Haidian District, Beijing, People's Republic of China. At the extraordinary general meeting, the shareholders of the Issuer authorized and approved the Merger Agreement, 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 by the Merger Agreement, including the Merger.

On June 16, 2025, the Issuer and Merger Sub filed the Plan of Merger with the Registrar of Companies of the Cayman Islands, which was registered by the Registrar of Companies of the Cayman Islands as of June 16, 2025, pursuant to which the Merger became effective on June 16, 2025 (the "Effective Time"). As a result of the Merger, the Issuer became a wholly owned subsidiary of Parent.

At the Effective Time, each ordinary share of the Issuer issued and outstanding immediately prior to the Effective Time was cancelled in exchange for the right to receive US$0.5 in cash without interest, except for (i) shares held by the Reporting Persons, (ii) shares held by the Issuer or any subsidiary of the Issuer or held in the Issuer's treasury, in each case, immediately prior to the Effective Time, and (iii) shares held by shareholders who had validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger pursuant to Section 238 of the Companies Act of the Cayman Islands, which were cancelled and ceased to exist in exchange for the right to receive the payment of fair value of such shares in accordance with Section 238 of the Companies Act of the Cayman Islands.

As a result of the Merger, the Issuer's ADSs ceased to trade on the Nasdaq Global Select Market after June 16, 2025. The Issuer has requested the Nasdaq to file an application on Form 25 with the SEC to notify the SEC of the delisting of the ADSs on the Nasdaq and deregistration of the Issuer's registered securities. The deregistration will become effective in 90 days after the filing of Form 25 or such shorter period as may be determined by the SEC. The Issuer's reporting obligations under the Exchange Act will be suspended upon the Company's filing of a certification and notice on Form 15 with the SEC, and will terminate once the deregistration becomes effective.

Accordingly, this Amendment No. 6 constitutes an exit filing for the Reporting Persons.

Item 5. Interest in Securities of the Issuer

(a) As a result of the Merger, as described in Item 4 of this Amendment, the Reporting Persons do not beneficially own any securities of the Issuer identified pursuant to Item 1 or have any voting power or dispositive power over any securities of the Issuer identified pursuant to Item 1.

(b) See Item 5(a) above.

(c) Except as disclosed in this statement, none of the Reporting Persons has effected any transaction in the ordinary shares of the Issuer during the past 60 days.

(d) Not applicable.

(e) June 16, 2025

SIGNATURE

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.

JD.com, Inc.

Signature:
/s/ Sandy Ran Xu

Name/Title:
Sandy Ran Xu, Director and Chief Executive Officer

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Date:	06/16/2025

JD.com Investment Limited

Signature:	/s/ Nani Wang
Name/Title:	Nani Wang, Director
Date:	06/16/2025

JD Sunflower Investment Limited

Signature:	/s/ Nani Wang
Name/Title:	Nani Wang, Director
Date:	06/16/2025

Windcreek Limited

Signature:	/s/ Nani Wang
Name/Title:	Nani Wang, Director
Date:	06/16/2025