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 April 1, 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, April 2, 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.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

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)

04/01/2025

(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).

SCHEDULE 13D/A

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
657,224,518.00 |
| | 9 | Sole Dispositive Power
0.00 |
| | 10 | Shared Dispositive Power
657,224,518.00 |
| 11 | Aggregate amount beneficially owned by each reporting person
657,224,518.00 | |
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ | |
| 13 | Percent of class represented by amount in Row (11)
63.4 % | |
| 14 | Type of Reporting Person (See Instructions)
HC | |

Comment for Type of Reporting Person:

(1) Includes 657,224,518 ordinary shares of the Issuer directly held by JD Sunflower Investment Limited (including 6,526,887 ADSs). JD Sunflower Investment Limited is a direct wholly-owned subsidiary of JD.com Investment Limited, which in turn is 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 in the Issuer and share with JD Sunflower Investment Limited the voting power and dispositive power of such shares.

(2) The percentage is calculated based on a total of 1,036,659,038 ordinary shares of the Issuer issued and outstanding as of December 31, 2024.

SCHEDULE 13D/A

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
657,224,518.00 |
| | 9 | Sole Dispositive Power
0.00 |
| | 10 | Shared Dispositive Power
657,224,518.00 |
| 11 | Aggregate amount beneficially owned by each reporting person
657,224,518.00 | |
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ | |
| 13 | Percent of class represented by amount in Row (11)
63.4 % | |
| 14 | Type of Reporting Person (See Instructions)
CO | |

Comment for Type of Reporting Person:

(2) The percentage is calculated based on a total of 1,036,659,038 ordinary shares of the Issuer issued and outstanding as of December 31, 2024.

SCHEDULE 13D/A

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
657,224,518.00 |
| | 9 | Sole Dispositive Power
0.00 |
| | 10 | Shared Dispositive Power
657,224,518.00 |
| 11 | Aggregate amount beneficially owned by each reporting person
657,224,518.00 | |
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
☐ | |
| 13 | Percent of class represented by amount in Row (11)
63.4 % | |
| 14 | Type of Reporting Person (See Instructions)
CO | |

Comment for Type of Reporting Person:

(1) The percentage is calculated based on a total of 1,036,659,038 ordinary shares of the Issuer issued and outstanding as of December 31, 2024.

SCHEDULE 13D/A

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 | |

Comment for Type of Reporting Person:

On March 27, 2025, Windcreek Limited transferred (i) 87,481,280 ordinary shares and (ii) 26,107,548 ordinary shares in the form of 6,526,887 ADSs of the Issuer to JD Sunflower Investment Limited. After the transfer, Windcreek Limited no longer owned any shares of the Issuer.

SCHEDULE 13D/A

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.

Item 1 Comment:

This Amendment No. 5 to Schedule 13D (this "Amendment No. 5") 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") and an amendment No. 4 on January 27, 2025 (the "Amendment No. 4") and together with the Original Schedule 13D, the Amendment No. 1, the Amendment No. 2 and the Amendment No. 3, 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. 5 does not modify any of the information previously reported on the Statement. Capitalized terms used but not defined in this Amendment No. 5 have the meanings ascribed to them in the Statement.

Item 2. Identity and Background

(a) Schedule A (attached as Exhibit 99.A) is hereby amended and restated in its entirety and Item 2(d)-(e) of the Schedule 13D is hereby restated in its entirety as follows:

(d)-(e) During the last five years, none of the Reporting Persons nor, to the best of the Reporting Persons' knowledge, any of the persons listed in Schedule A hereto, has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(d) See Item 2(a) above
(e) See Item 2(a) above

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Statement is hereby amended and supplemented by the following:

Pursuant to an agreement and plan of merger, dated as of April 1, 2025 by and between JD Sunflower, JD Sunflower Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of JD Sunflower ("Merger Sub") and the Issuer (the "Merger Agreement"), Merger Sub will be merged with and into the Issuer, with the Issuer continuing as the surviving company and a wholly owned subsidiary of JD Sunflower (the "Merger"). The descriptions of the Merger and the Merger Agreement set forth in Item 4 below are incorporated by reference into this Item 3. The information disclosed in this paragraph does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached hereto as Exhibit 99.10 and which is incorporated herein by reference in its entirety.

The Reporting Persons anticipated to purchase approximately 379 million outstanding Ordinary Shares not owned by the Reporting Persons at a price of US$0.5 in cash per Ordinary Share, as well as pay for outstanding options to purchase Ordinary Shares, restricted share units, and transaction costs in connection with the Merger.

The Merger and the transactions contemplated by the Merger Agreement will be financed by cash from the Reporting Persons (through a subsidiary of JD). Pursuant to a commitment letter, dated April 1, 2025, delivered by JD.com International Limited, a wholly-owned subsidiary of JD to JD Sunflower (the "Commitment Letter"), commits to pay for an aggregate cash amount equal to US$200 million to JD Sunflower. The information disclosed in this paragraph does not purport to be complete and is qualified in its entirety by reference to the Commitment Letter, a copy of which is filed as Exhibit 99.11 and which is incorporated herein by reference in its entirety.

Item 4. Purpose of Transaction

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

On March 27, 2025, Windcreek Limited transferred (i) 87,481,280 ordinary shares and (ii) 26,107,548 ordinary shares in the form of 6,526,887 ADSs of the Issuer to JD Sunflower. After the transfer, Windcreek Limited no longer owned any shares of the Issuer.

On April 1, 2025, JD (through JD Sunflower and Merger Sub) entered into the Merger Agreement. Pursuant to the Merger Agreement, Merger Sub will be merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of JD Sunflower. At the effective time of the Merger, each Ordinary Share issued and outstanding immediately prior to the effective time will be cancelled and cease to exist in exchange for the right to receive US$0.5 in cash per Ordinary Share, other than (i) shares held by the Reporting Persons, which will be rolled over in the transaction, (ii) shares held by the Issuer or any subsidiary of the Issuer or held in the Issuer's treasury, which will be cancelled and cease to exist without payment of any consideration, and (iii) shares held by shareholders who have 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 will be cancelled and cease to exist in exchange for the right to receive the payment of fair value of those dissenting shares in accordance with Section 238 of the Companies Act of the Cayman Islands.

The consummation of the Merger is subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, including the approval of the Merger Agreement by the affirmative vote of holders of Ordinary Shares

(including Ordinary Shares represented by ADSs) representing at least two-thirds (2/3) of the voting power of the outstanding Ordinary Shares present and voting in person or by proxy as a single class at a shareholders' meeting of the Issuer. The Merger Agreement may be terminated by the Issuer or JD Sunflower under certain circumstances.

The purpose of the transactions contemplated under the Merger Agreement, including the Merger, is to acquire all of the outstanding Ordinary Shares not already owned by the Reporting Persons. If completed, the Merger will result in the Issuer becoming a privately held company and its ADSs will no longer be listed on the Nasdaq Global Select Market. The information disclosed in this paragraph and the preceding paragraphs does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached hereto as Exhibit 99.10 and which is incorporated herein by reference in its entirety.

Concurrently with the execution of the Merger Agreement, JD.com International Limited made a limited guarantee in favor of the Issuer (the "Limited Guarantee"), pursuant to which JD.com International Limited irrevocably guaranteed, subject to certain conditions, JD Sunflower's payment obligations under the Merger Agreement to pay the termination fee if that fee becomes payable by JD Sunflower and certain reimbursement and indemnification obligations set forth therein. The information disclosed in this paragraph does not purport to be complete and is qualified in its entirety by reference to the Limited Guarantee, a copy of which is attached hereto as Exhibit 99.11 and which is incorporated herein by reference in its entirety.

Item 3 of this Amendment No. 4 is incorporated herein by reference.

Except as described above, the Reporting Persons have no plans or proposals which relate to or would result in any of the actions specified in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

(a) Item 5 of the Statement is hereby amended and supplemented by the following:

The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Amendment No. 5 and the information set forth or incorporated in Items 2, 3, 4, and 6 are hereby incorporated herein by reference in this Item 5.

Except as disclosed in this statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A hereto, beneficially owns any ordinary shares of the Issuer or has the right to acquire any ordinary shares of the Issuer.

Except as disclosed in this statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A hereto, presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the ordinary shares of the Issuer that they may be deemed to beneficially own.

(b) See Item 5(a) above.

(c) Except as disclosed in this statement, none of the Reporting Persons or to the best of their knowledge, any of the persons listed in Schedule A hereto, has effected any transaction in the ordinary shares of the Issuer during the past 60 days.

(d) Except as disclosed in this statement, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the ordinary shares beneficially owned by the Reporting Persons.

(e) Not applicable

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 of the Statement is hereby amended and supplemented by the following:

The descriptions of the Merger Agreement, the Commitment Letter and the Limited Guarantee under Item 3 and Item 4 are incorporated herein by reference. Any summary of any of those agreements in this Amendment No. 5 does not purport to be complete and is qualified in its entirety by reference to the full text of that agreement.

To the best knowledge of the Reporting Persons, except as provided herein, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between any of the Reporting Persons and any other person with respect to any securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power over the securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

Item 7 of the Statement is hereby amended and supplemented by the following:

Exhibit 99.10 - Agreement and Plan of Merger by and among JD Sunflower, Merger Sub and the Issuer dated April 1, 2025 (incorporated herein by reference to Exhibit 99.2 to Current Report on Form 6-K filed by the Issuer with the Securities and Exchange Commission on April 1, 2025).

Exhibit 99.11 - Commitment Letter by JD.com International Limited to JD Sunflower dated April 1, 2025

Exhibit 99.12 - Limited Guarantee by JD.com International Limited in favor of the Issuer dated April 1, 2025

Exhibit 99.A - Schedule A

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

Sandy Ran Xu, Director and Chief

Name/Title: Executive Officer
Date: 04/01/2025

JD.com Investment Limited

Signature: /s/ Nani Wang
Name/Title: Nani Wang, Director
Date: 04/01/2025

JD Sunflower Investment Limited

Signature: /s/ Nani Wang
Name/Title: Nani Wang, Director
Date: 04/01/2025

Windcreek Limited

Signature: /s/ Nani Wang
Name/Title: Nani Wang, Director
Date: 04/01/2025

Exhibit 99.11

Execution Version

April 1, 2025

JD Sunflower Investment Limited ("Parent")
c/o 20th Floor, Building A, No. 18 Kechuang 11 Street
Yizhuang Economic and Technological Development Zone
Daxing District, Beijing 101111
People's Republic of China

Re: Funding Commitment

Ladies and Gentlemen:

This letter agreement sets forth the commitment of the JD.com International Limited (the "Sponsor"), subject to (i) the terms and conditions contained in an Agreement and Plan of Merger, dated as of the date hereof, by and between JD Sunflower Investment Limited, a BVI business company with limited liability incorporated under the laws of the British Virgin Islands ("Parent"), JD Sunflower Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent ("Merger Sub") and Dada Nexus Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the "Company") (as may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), which provides, among other things, for the merger of Merger Sub with and into the Company, with the Company continuing as the surviving company and a wholly owned subsidiary of Parent (the "Merger") and (ii) the terms and conditions contained herein. Unless otherwise stated, capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement.

Commitment. The Sponsor hereby commits, subject to the terms and conditions set forth herein, to pay or cause to be paid to Parent (or to the Paying Agent if Parent so directs) in immediately available funds at or prior to the Effective Time an aggregate cash amount equal to US$200,000,000 (such amount as may be reduced in accordance with the last sentence of this Section 1, the "Commitment"). Parent will cause the Commitment to be applied to (i) fund the total amount of the Merger Consideration and any other amounts required to be paid by Parent and Merger Sub pursuant to the Merger Agreement, and (ii) pay any and all fees and expenses that Parent and Merger Sub may incur in connection with the consummation of the Transactions including the Merger and all other payment obligations on the part of Parent and Merger Sub in connection with the consummation of the Transactions including the Merger (for the avoidance of doubt, excluding the Obligations as defined in the Limited Guarantee made by the Sponsor in favor of the Company on the date thereof). The Sponsor may effect any payment required hereby directly or indirectly through one or more Affiliates of the Sponsor, but the foregoing shall not relieve the Sponsor of its obligations to fund any portion of the Commitment except to the extent any of such Affiliates have actually funded such portion pursuant to and in accordance with this letter agreement. Notwithstanding anything to the contrary contained herein, the Sponsor shall not under any circumstances be obligated to contribute more than US$200,000,000 (the "Maximum Commitment"). In the event that Parent does not require the Maximum Commitment to consummate the Merger, the amount to be funded under this letter agreement shall, unless otherwise agreed in writing by the Sponsor, be reduced by Parent from the Maximum Commitment to a level sufficient to fully fund the total

amount of the Merger Consideration and any other amounts required to be paid by Parent and Merger Sub pursuant to the Merger Agreement and pay related fees and expenses related to the Transactions.

Conditions to Funding. The payment of the Commitment to Parent (or to the Paying Agent if Parent so directs) shall be subject to (i) the execution and delivery of the Merger Agreement by the Company, (ii) the satisfaction, or waiver by Parent, of each of the conditions to Parent’s and Merger Sub’s obligations to effect the Merger set forth in Sections 7.01 and 7.02 of the Merger Agreement (other than those conditions that by their nature are to be satisfied at the Closing), and (iii) the substantially concurrent consummation of the Closing, provided, that if the Company seeks specific performance in accordance with Section 9.08 of the Merger Agreement and the Parent or Merger Sub is ordered by a court of competent jurisdiction to specifically perform their obligations to effect the Closing pursuant to the Merger Agreement, the condition set forth in this item (iii) shall be deemed satisfied.
Termination. This letter agreement, and the obligation of the Sponsor to fund the Commitment will terminate automatically and immediately upon the earlier to occur of (i) the Effective Time, so long as the Sponsor has at or prior to the Effective Time fully funded the Commitment in accordance with this letter agreement, and (ii) the valid termination of the Merger Agreement in accordance with its terms. Upon termination of this letter agreement, the Sponsor shall not have any further obligations or liabilities hereunder.
Amendment. Neither this letter agreement nor any provision hereof may be amended, modified or supplemented without the prior written consent of Parent, the Sponsor, and the Company.
Confidentiality. This letter agreement shall be treated as confidential and is being provided to Parent solely in connection with the Transactions including the Merger. Unless required by applicable Laws, this letter agreement may not be used, circulated, quoted or otherwise referred to in any document, except with the Sponsor’s written consent. Notwithstanding the foregoing, a copy of this letter agreement may be provided to the Company if the Company agrees to treat the letter as confidential.
Third Party Beneficiary. This letter agreement shall inure to the benefit of and be binding upon Parent and the Sponsor. This letter agreement may only be enforced by Parent, and none of the creditors of Parent or Merger Sub nor any other Person that is not a party to this letter agreement shall have any right to enforce this letter agreement or to cause Parent to enforce this letter agreement; provided, that, to the extent the Company has obtained an order of specific performance pursuant to and subject to the conditions in Section 9.08 of the Merger Agreement, and subject to the terms and conditions herein (including Section 2), the Company is an express third party beneficiary of the rights granted to Parent under this letter agreement to the extent of the rights set forth in Sections 1, 4, 6, 7, 8 and 9 and shall be entitled to an injunction or an order of specific performance (or another non-monetary equitable remedy) to cause the Commitment to be funded (the “Company Third Party Beneficiary Rights”). The parties hereby agree that subject to the Company Third Party Beneficiary Rights, their respective representations, warranties and covenants set forth herein are solely for the benefit of the other party hereto in accordance with and subject to the terms of this letter agreement, and this letter agreement is not intended to, and does not, confer upon any Person other than the parties hereto any rights or remedies hereunder or any rights to enforce the Commitment or any provision of this letter agreement.

Governing Law. This letter agreement shall be interpreted, construed and governed by and in accordance with the laws of New York without regard to the conflicts of law principles thereof.
Submission to Jurisdiction. Subject to the last sentence of this Section 8, any Action arising out of or relating to this letter agreement or its subject matter (including a dispute regarding the existence, validity, formation, effect, interpretation, performance or termination of this letter agreement) shall be submitted to HKIAC and resolved in accordance with the Arbitration Rules of HKIAC. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an "Arbitrator"). The claimant(s) shall nominate jointly one Arbitrator; the respondent(s) shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Arbitration Rules of HKIAC, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.
Assignments. This letter agreement shall not be assigned by any of the parties (whether by operation of law or otherwise) without the prior written consent of the other party and the Company; provided, that without the prior written consent of Parent and the Company, the rights, interests or obligations under this letter agreement may be assigned or delegated, in whole or in part, by the Sponsor to one or more of its Affiliates, but no such assignment or delegation shall relieve the Sponsor of its obligations hereunder. Any attempted assignment in violation of this Section 9 shall be null and void.
Representations. The Sponsor hereby represents and warrants with respect to itself to Parent that (a) it is duly incorporated, validly existing, and remains registered in the Companies Register under the laws of Hong Kong, and has all requisite corporate or similar power and authority to execute and deliver this letter agreement, to perform the obligations hereunder and to consummate the transactions contemplated hereby, (b) the execution, delivery and performance of this letter agreement have been duly authorized by all necessary action on the Sponsor's part, (c) no consent, approval, authorization, permit of, filing with and notification to, any Governmental Authority or any other Person is necessary for the due execution, delivery and performance of this letter agreement by the Sponsor, and no other action by, and no notice to or filing with, any Governmental Authority or any other Person is required in connection with the execution, delivery or performance of this letter agreement, (d) this letter agreement has been duly and validly executed and delivered by the Sponsor and constitutes a legal, valid and binding obligation of the Sponsor enforceable against the Sponsor in accordance with its terms, subject to the Enforceability Exceptions, (e) there is no Action pending against the Sponsor or, to the Sponsor's knowledge, threatened against it, that restricts or prohibits (or, if successful, would restrict or prohibit) the performance by the Sponsor of its obligations under this letter agreement, (f) the execution, delivery and performance by the Sponsor of this letter agreement do not and will not (i) contravene the Sponsor's constitutional documents, (ii) violate any applicable Law or court judgment, or (iii) result in any violation of,

or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, or otherwise require the consent or approval of any other Person pursuant to, any Contract to which the Sponsor is a party, that in each case could prevent, restrict or delay the performance of any of the Sponsor's obligations hereunder, and (g) the Sponsor has, and will continue to have until the valid termination of this letter agreement, readily available funds in United States Dollars no less than the amount of the Commitment.

No Recourse. Notwithstanding anything that may be expressed or implied in this letter agreement or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this letter agreement, Parent covenants, agrees and acknowledges that no Person other than the Sponsor has any obligation hereunder.
Notices. All notices and other communications hereunder shall be in writing and in the English language, and shall be deemed duly given (a) on the date of delivery if delivered personally, or if by facsimile or email, upon written confirmation of receipt by facsimile or email, (b) on the first Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier, or (c) on the earlier of confirmed receipt or the fifth Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered to the addresses set forth below or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

if to Parent, as provided in the Merger Agreement; and

if to the Sponsor, to:

JD.com International Limited
c/o 20th Floor, Building A, No. 18 Kechuang 11 Street
Yizhuang Economic and Technological Development Zone
Daxing District, Beijing 101111
People's Republic of China
Attention: Mr. Larry Zhan
Email: [email protected]

Entire Agreement. This letter agreement, together with the Limited Guarantee and the Merger Agreement, contains the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings, both written and oral, between the parties with respect to the subject matter thereof.
Severability. If any provision of this letter agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other provisions of this letter agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party; provided, that this letter agreement may not be enforced against the Sponsor without giving full effect to the Maximum Commitment. Upon a determination that any provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this letter agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible;

provided, that the Sponsor shall not be obligated to negotiate any change to the Maximum Commitment.

Counterparts. This letter agreement may be executed and delivered (including by facsimile or email transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same instrument.

[Remainder of page intentionally left blank]

Very truly yours,

JD.COM INTERNATIONAL LIMITED

By:/s/ Jianguang Shen
Name: Jianguang Shen
Title: Director

[Signature Page to Commitment Letter]

Agreed to and acknowledged

as of the date first written above:

JD SUNFLOWER INVESTMENT LIMITED

By: /s/ Nani Wang

Name: Nani Wang

Title: Director

[Signature Page to Commitment Letter]

Exhibit 99.12

Execution Version

LIMITED GUARANTEE

This Limited Guarantee (this "Limited Guarantee"), dated as of April 1, 2025, is made by JD.com International Limited, a company limited by shares incorporated under the laws of Hong Kong (the "Guarantor"), in favor of Dada Nexus Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the "Guaranteed Party"). Unless otherwise stated, capitalized terms used but not defined in this Limited Guarantee shall have the meanings given to them in the Merger Agreement (as defined below).

1. GUARANTEE.

(a) To induce the Guaranteed Party to enter into that certain Agreement and Plan of Merger, dated as of the date hereof, by and between JD Sunflower Investment Limited, a BVI business company with limited liability incorporated under the laws of the British Virgin Islands ("Parent"), JD Sunflower Merger Sub Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent ("Merger Sub"), and the Guaranteed Party (as may be revised, amended, restated or supplemented in accordance with its terms, the "Merger Agreement"), pursuant to which Merger Sub will be merged with and into the Guaranteed Party, the Guarantor hereby absolutely, unconditionally and irrevocably guarantees to the Guaranteed Party the due and punctual payment and discharge if, as and when due of the payment obligations of Parent with respect to (i) the payment of the Parent Termination Fee pursuant to Section 8.06(b) of the Merger Agreement, subject to the limitations set forth in Section 8.06(f) of the Merger Agreement and (ii) the reimbursement obligations of Parent pursuant to Section 8.06(d) of the Merger Agreement ((i) and (ii) together, the "Obligations"); provided, that notwithstanding anything to the contrary contained in this Limited Guarantee (including without limitation Section 1(c) below), this Limited Guarantee may be enforced for money damages only and in no event shall the Guarantor's aggregate liability under this Limited Guarantee exceed US$11,000,000 (the "Maximum Amount"). The Guarantor shall not have any obligations or liability to any person relating to, arising out of or in connection with this Limited Guarantee other than as expressly set forth herein.

(b) Subject to the terms and conditions of this Limited Guarantee, if Parent fails to pay any or all of the Obligations when due, then all of the Guarantor's liabilities to the Guaranteed Party hereunder in respect of the Obligations shall become immediately due and payable and the Guaranteed Party may, at the Guaranteed Party's option and so long as Parent remains in breach of the Obligations, take any and all actions available hereunder or under applicable Law to collect the Obligations from the Guarantor.

(c) The Guarantor agrees to pay on demand all reasonable and documented out-of-pocket expenses (including reasonable fees and expenses of counsel) incurred by the Guaranteed Party in connection with the enforcement of its rights hereunder, including without limitation in the event that (i) the Guarantor asserts in any Action that this Limited Guarantee is illegal, invalid or unenforceable in accordance with

its terms and the Guaranteed Party prevails in such Action, or (ii) the Guarantor fails or refuses to make any payments to the Guaranteed Party hereunder if and when due and payable and it is determined judicially or by arbitration that the Guarantor is required to make such payment hereunder, which amounts will be in addition to the Obligations.

NATURE OF GUARANTEE. The Guarantor’s liability hereunder is absolute, unconditional, irrevocable and continuing irrespective of any modification, amendment, or waiver of or any consent to departure from the Merger Agreement that may be agreed to by Parent or Merger Sub. Without limiting the foregoing, the Guaranteed Party shall not be obligated to file any claim relating to the Obligations in the event that Parent or Merger Sub becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of the Guaranteed Party to so file shall not affect the Guarantor’s obligations hereunder. In the event that any payment from the Guarantor to the Guaranteed Party in respect of the Obligations is rescinded or must otherwise be, and is, returned to the Guarantor for any reason whatsoever, the Guarantor shall remain liable hereunder as if such payment had not been made. This Limited Guarantee is an unconditional guarantee of payment and performance and not of collectability. The Guarantor reserves the right to assert as a defense to such payment by the Guarantor under this Limited Guarantee any rights, remedies and defenses that Parent or Merger Sub may have with respect to payment of any Obligations under the Merger Agreement, other than defenses arising from the bankruptcy or insolvency of Parent or Merger Sub and other defenses expressly waived herein. This Limited Guarantee is a primary and original obligation of the Guarantor and is not merely the creation of a surety relationship, and the Guaranteed Party shall not be required to proceed against Parent or Merger Sub first before proceeding against the Guarantor.
CHANGES IN OBLIGATIONS; CERTAIN WAIVERS.

(a) The Guarantor agrees that the Guaranteed Party may, in its sole discretion, at any time and from time to time, extend the time of payment of any of the Obligations, and may also make any agreement with Parent or Merger Sub, for the extension, renewal, payment, compromise, discharge or release thereof, in whole or in part, or for any modification of the terms thereof or of any agreement between the Guaranteed Party and Parent, Merger Sub, or such other person without in any way impairing or affecting the Guarantor’s obligations under this Limited Guarantee or affecting the validity or enforceability of this Limited Guarantee. The Guarantor agrees that the obligations of the Guarantor hereunder shall not be released, discharged or impaired, in whole or in part, or otherwise affected by (i) the failure or delay of the Guaranteed Party to assert any claim or demand or to enforce any right or remedy against Parent, Merger Sub, or any other Person interested in the transactions contemplated by the Merger Agreement; (ii) any change in the corporate existence, structure or ownership of Parent, Merger Sub, or any other Person interested in the transactions contemplated by the Merger Agreement or any of their respective assets; (iii) any Enforceability Exceptions affecting Parent, Merger Sub or any other Person interested in the transactions contemplated by the Merger Agreement or any of their respective assets; (iv) except as expressly provided herein, the existence of any claim, set-off or other right that the Guarantor may have at any time against Parent, Merger Sub or the Guaranteed Party,

whether in connection with the Obligations or otherwise; (v) any change in the time, place or manner of payment of any of the Obligations, or any recession, waiver, compromise, consolidation or other amendment or modification of any of the terms or provisions of the Merger Agreement made in accordance with the terms thereof (in each case, except in the event of any amendment to the circumstances under which the Obligations are payable); (vi) any addition, substitution, legal or equitable discharge or release (in the case of a discharge or release, other than a discharge or release of the Guarantor with respect to the Obligations as a result of payment in full of the Obligations in accordance with their terms, a full discharge or release of Parent with respect to the Obligations under the Merger Agreement, or as a result of valid defenses to the payment of the Obligations that would be available to Parent under the Merger Agreement) of any person now or hereafter liable with respect to any portion of the Obligations or otherwise interested in the transactions contemplated by the Merger Agreement; (vii) the adequacy of any other means the Guaranteed Party may have of obtaining repayment of any of the Obligations; (viii) any other act or omission that may in any manner or to any extent vary the risk of or to the Guarantor or otherwise operate as a discharge or release of the Guarantor as a matter of law or equity (other than a discharge or release of the Guarantor with respect to the Obligations as a result of payment in full of the Obligations in accordance with their terms, a full discharge or release of Parent with respect to the Obligations under the Merger Agreement, or as a result of valid defenses to the payment of the Obligations that would be available to Parent under the Merger Agreement or in respect of a breach by the Guaranteed Party of Section 8 thereof); or (ix) the value, validity, legality or enforceability of the Merger Agreement (except the value, validity, legality or enforceability of the Obligations).

(b) The Guarantor waives promptness, diligence, notice of the acceptance of this Limited Guarantee and of the Obligations, presentment, demand for payment, notice of non-performance, default, dishonor and protest, notice of the incurrence of any Obligations and all other notices of any kind (other than notices expressly required to be provided to Parent and Merger Sub pursuant to the Merger Agreement), all defenses that may be available by virtue of any valuation, stay, moratorium law or other similar law now or hereafter in effect, any right to require the marshaling of assets of any Person interested in the transactions contemplated by the Merger Agreement, and all suretyship defenses generally (other than valid defenses to the payment of the Obligations that are available to Parent or Merger Sub under the Merger Agreement). The Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Merger Agreement and that the waivers set forth in this Limited Guarantee are knowingly made in contemplation of such benefits.

(c) The Guarantor hereby unconditionally and irrevocably waives and agrees not to exercise any rights that it may now have or hereafter acquire against Parent or Merger Sub that arise from the existence, payment, performance, or enforcement of the Guarantor's obligations under or in respect of this Limited Guarantee or any other agreement in connection therewith, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of the Guaranteed Party against Parent or

Merger Sub, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from Parent or Merger Sub, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Obligations and all other amounts payable under this Limited Guarantee (subject to the Maximum Amount) shall have been paid in full in immediately available funds. If any amount shall be paid to the Guarantor in violation of the immediately preceding sentence at any time prior to the payment in full in immediately available funds of the Obligations and all other amounts payable under this Limited Guarantee, such amount shall be received and held in trust for the benefit of the Guaranteed Party, shall be segregated from other property and funds of the Guarantor and shall forthwith be paid or delivered to the Guaranteed Party in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Obligations and all other amounts payable under this Limited Guarantee, whether matured or unmatured, or to be held as collateral for any Obligations or other amounts payable under this Limited Guarantee thereafter arising.

(d) The Guaranteed Party hereby agrees that to the extent Parent or Merger Sub is relieved of all or any portion of its payment obligations under the Merger Agreement, the Guarantor shall be similarly relieved of their corresponding obligations under this Limited Guarantee.

NO WAIVER; CUMULATIVE RIGHTS. No failure on the part of the Guaranteed Party to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise by the Guaranteed Party of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power hereunder. Each and every right, remedy and power hereby granted to the Guaranteed Party or allowed it by Law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by the Guaranteed Party at any time or from time to time. The Guaranteed Party shall not have any obligation to proceed at any time or in any manner against, or exhaust any or all of the Guaranteed Party's rights against Parent or Merger Sub or any other persons now or hereafter liable for any Obligations or interested in the transactions contemplated by the Merger Agreement prior to proceeding against the Guarantor, and the failure by the Guaranteed Party to pursue rights or remedies against Parent or Merger Sub shall not relieve the Guarantor of any liability hereunder, and shall not impair or affect the rights, remedies, whether express, implied or available as a matter of law, of the Guaranteed Party.
REPRESENTATIONS AND WARRANTIES. The Guarantor hereby represents and warrants to the Guaranteed Party that:

(a) it is duly organized, validly existing, and remains registered in the Companies Register under the laws of Hong Kong, and has all requisite power and authority to execute, deliver and perform this Limited Guarantee and the execution, delivery and performance of this Limited Guarantee have been duly authorized by all necessary action on the Guarantor's part;

(b) the execution, delivery and performance of this Limited Guarantee do not contravene any Law or contractual restriction binding on the Guarantor or its assets;

(c) no consent, approval, authorization, permit of, filing with and notification to, any Governmental Authority or any other Person is necessary for the due execution, delivery and performance of this Limited Guarantee by the Guarantor, and no other action by, and no notice to or filing with, any Governmental Authority or any other Person is required in connection with the execution, delivery or performance of this Limited Guarantee;

(d) this Limited Guarantee constitutes a legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, subject to the Enforceability Exceptions;

(e) the Guarantor is solvent and will not be rendered insolvent as a result of its execution and delivery of this Limited Guarantee or the performance of its obligations hereunder;

(f) the Guarantor has the financial capacity to pay and perform its obligations under this Limited Guarantee; and

(g) all funds necessary for the Guarantor to fulfill its obligations under this Limited Guarantee shall be available to the Guarantor for so long as this Limited Guarantee shall remain in effect in accordance with the terms of this Limited Guarantee.

NO ASSIGNMENT. No party hereto may assign its rights, interests or obligations hereunder to any other person without the prior written consent of each other party hereto; provided, that the Guarantor may assign all or a portion of its obligations hereunder, with prior written notice to the Guaranteed Party accompanied by a guarantee in the form identical to this Limited Guarantee duly executed and delivered by the assignee, to an Affiliate of the Guarantor; provided further, that no such assignment shall relieve the Guarantor of any liability or obligations hereunder except to the extent actually performed or satisfied by the assignee.
NOTICES. All notices, requests and other communications to any party hereunder shall be given in the manner specified in the Merger Agreement (and shall be deemed given as specified therein) as follows:

if to the Guarantor, to:

with a copy to (which shall not constitute notice):

Skadden, Arps, Slate, Meagher & Flom LLP
Attention: Shu Du, Esq.
Address: c/o 42/F Edinburgh Tower, The Landmark
15 Queen's Road Central, Hong Kong
Email: [email protected]

if to the Guaranteed Party, as provided in the Merger Agreement.

TERMINATION; CONTINUING GUARANTEE. Subject to Section 3(d), this Limited Guarantee shall terminate and the Guarantor shall have no further obligations hereunder upon the earliest to occur of (a) the Effective Time, (b) the payment in full of the Obligations subject always to the Maximum Amount and (c) the valid termination of the Merger Agreement in accordance with its terms under the circumstance in which Parent and/or Merger Sub would not be obligated to make any payment of any Obligations. Notwithstanding the immediately preceding sentence, the obligations of the Guarantor hereunder shall expire automatically four (4) months following the valid termination of the Merger Agreement in a manner that gives rise to an obligation of Parent and/or Merger Sub to make any payment of any Obligations at the time of such termination (the “Fee Claim Period”), unless a claim for payment of the Obligations (subject always to the Maximum Amount) is made by the Guaranteed Party in accordance with this Limited Guarantee prior to the end of the Fee Claim Period, in which case the Guarantor’s obligations hereunder shall be discharged upon the date on which such claim is finally satisfied or otherwise resolved by agreement of the parties hereto pursuant to Section 12 and payment in full of any amounts that may be required to be paid by such resolution. If any payment or payments made by Parent, Merger Sub, the Guarantor or any part thereof, are subsequently invalidated, declared to be fraudulent or preferential, set aside or are required to be repaid to a trustee, receiver or any other Person under any bankruptcy act, state or federal law, common law or equitable cause, then to the extent of such payment or payments, the Obligations or part thereof hereunder shall be revived and continued in full force and effect as if said payment or payments had not been made. Notwithstanding the foregoing, in the event that the Guaranteed Party or any of its controlled Affiliates asserts in any litigation or other proceeding that any provisions of this Limited Guarantee limiting the Guarantor’s liability to the Maximum Amount are illegal, invalid or unenforceable in whole or in part or that the Guarantor is liable in excess of or to a greater extent than the Maximum Amount, or asserts any theory of liability against any Non-Recourse Party other than the Retained Claims (as defined below), then (x) all obligations of the Guarantor under this Limited Guarantee shall

terminate ab initio and be null and void, (y) if the Guarantor has previously made any payments under this Limited Guarantee, it shall be entitled to recover the full amount of such payments and (z) neither the Guarantor nor any Non-Recourse Party shall have any liability to the Guaranteed Party with respect to the Merger Agreement and the transactions contemplated thereby or under this Limited Guarantee.

NO RECOURSE.

(a) The Guaranteed Party acknowledges and agrees that no funds are expected to be contributed to Parent or Merger Sub until the Effective Time. Notwithstanding anything that may be expressed or implied in this Limited Guarantee or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this Limited Guarantee, the Guaranteed Party covenants, agrees and acknowledges that no person other than the Guarantor and any of its permitted assignees has any obligations under this Limited Guarantee and that the Guaranteed Party has no right of recovery under this Limited Guarantee, or any claim based on such obligations against, and no personal liability shall attach to, the former, current or future equity holders, controlling persons, directors, officers, employees, agents, representatives, general partners, limited partners, managers, members, or Affiliates of any of the Guarantor, Parent or Merger Sub or their respective Affiliates, or any former, current or future equity holders, controlling persons, directors, officers, employees, agents, representatives, general partners, limited partners, managers, members, or Affiliates of any of the foregoing (each of these persons, a “Non-Recourse Party” and collectively, the “Non-Recourse Parties”), through the Guarantor, Parent or Merger Sub or otherwise, whether by or through attempted piercing of the corporate (or limited partnership or limited liability company) veil, by or through a claim by or on behalf of the Guarantor, Parent or Merger Sub against any Non-Recourse Party, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise, except for claims against (i) Parent or Merger Sub under and pursuant to the terms of the Merger Agreement and, without duplication, the Guarantor under and pursuant to the terms of this Limited Guarantee on the terms and subject to the conditions thereof (including the Maximum Amount), and (ii) without duplication with (i) above, the Guarantor in accordance with and subject to the limitations set forth in the Commitment Letter and Section 9.08 of the Merger Agreement (the claims described in the foregoing clauses (i) and (ii), whether or not against the Guarantor, Parent, Merger Sub and/or their respective successors and assigns, collectively, the “Retained Claims”), provided, that in the event the Guarantor (x) consolidates with or merges with any other person and is not the continuing or surviving entity of such consolidation or merger or (y) transfers or conveys all or a substantial portion of its properties and other assets to any person such that the aggregate sum of the Guarantor’s remaining net assets is less than an amount equal to its payment obligations hereunder as of the time of such transfer, then, and in each such case, the Guaranteed Party may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any applicable Law, against such continuing or surviving entity or such person, as the case may be, but only if the Guarantor fails to satisfy its payment obligations hereunder and only to the extent of the liability of the Guarantor hereunder.

(b) Notwithstanding anything to the contrary contained in this Limited Guarantee, the Retained Claims shall be the sole and exclusive remedy of the Guaranteed Party and its Affiliates against the Guarantor and the Non-Recourse Parties in respect of any liabilities or obligations arising under, or in connection with the Merger Agreement, the Committed Financing or the transactions contemplated thereby. The Guaranteed Party hereby irrevocably covenants and agrees that it shall not institute, directly or indirectly, and shall cause its controlled Affiliates and its and their respective Representatives not to institute, directly or indirectly, any Action arising under, or in connection with, the Merger Agreement or this Limited Guarantee or the transactions contemplated hereby or thereby, against the Guarantor or any Non-Recourse Party, except for the Retained Claims. Nothing set forth in this Limited Guarantee shall affect or be construed to affect any liability of Parent or Merger Sub to the Guaranteed Party under the Merger Agreement. Nothing set forth in this Limited Guarantee shall give or be construed to give any person other than the Guaranteed Party any rights or remedies against any person, except as expressly set forth in this Limited Guarantee.

AMENDMENTS AND WAIVERS. No amendment or waiver of any provision of this Limited Guarantee will be valid and binding unless it is in writing and signed, in the case of an amendment, by the Guarantor and the Guaranteed Party, or in the case of waiver, by the party against whom the waiver is to be effective. No waiver by any party of any breach or violation of, or default under, this Limited Guarantee, whether intentional or not, will be deemed to extend to any prior or subsequent breach, violation or default hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.
ENTIRE AGREEMENT. This Limited Guarantee, the Merger Agreement, the Confidentiality Agreement and the Commitment Letter constitute the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter thereof.
GOVERNING LAW; SUBMISSION TO JURISDICTION. This Limited Guarantee shall be interpreted, construed and governed by and in accordance with the laws of New York without regard to the conflicts of law principles thereof. Subject to the last sentence of this Section 12, any Action arising out of or relating to this Limited Guarantee or its subject matter (including a dispute regarding the existence, validity, formation, effect, interpretation, performance or termination of this Limited Guarantee) shall be submitted to HKIAC and resolved in accordance with the Arbitration Rules of HKIAC. The place of arbitration shall be Hong Kong. The official language of the arbitration shall be English and the arbitration tribunal shall consist of three arbitrators (each, an "Arbitrator"). The claimant(s) shall nominate jointly one Arbitrator; the respondent(s) shall nominate jointly one Arbitrator; and a third Arbitrator will be nominated jointly by the first two Arbitrators and shall serve as chairman of the arbitration tribunal. In the event the claimant(s) or respondent(s) or the first two Arbitrators shall fail to nominate or agree the joint nomination of an Arbitrator or the third Arbitrator within the time limits specified by the Arbitration Rules of HKIAC, such Arbitrator shall be appointed promptly by the HKIAC. The arbitration tribunal shall have

no authority to award punitive or other punitive-type damages. The award of the arbitration tribunal shall be final and binding upon the disputing parties. Any party to an award may apply to any court of competent jurisdiction for enforcement of such award and, for purposes of the enforcement of such award, the parties irrevocably and unconditionally submit to the jurisdiction of any court of competent jurisdiction and waive any defenses to such enforcement based on lack of personal jurisdiction or inconvenient forum.

NO THIRD PARTY BENEFICIARIES. This Limited Guarantee shall be binding upon and insure solely to the benefit of the parties hereto and their respective successors and permitted assigns, and nothing express or implied in this Limited Guarantee is intended to, or shall, confer upon any other Person other than the parties hereto any benefits, rights or remedies under or by reason of, or any rights to enforce or cause the Guaranteed Party to enforce, the obligations set forth herein; provided, that the Non-Recourse Parties shall be third party beneficiaries of the provisions hereof that are expressly for their benefit.
COUNTERPARTS. This Limited Guarantee may be executed and delivered (including by facsimile or email transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same instrument.
SEVERABILITY. If any term or other provision of this Limited Guarantee is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Limited Guarantee shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party; provided, that this Limited Guarantee may not be enforced against the Guarantor without giving full effect to the Maximum Amount or the provisions set forth in Sections 1, 8 and 9. No party hereto shall assert, and each party shall cause its controlled Affiliates not to assert, that this Limited Guarantee or any part thereof is invalid, illegal or unenforceable. Upon a determination that any term or provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Limited Guarantee so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible; provided, that the Guarantor shall not be obligated to negotiate any change to the Maximum Amount.
HEADINGS. Headings are used for reference purposes only and do not affect the meaning or interpretation of this Limited Guarantee.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Guarantor has caused this Limited Guarantee to be executed and delivered as of the date first written above.

JD.COM INTERNATIONAL LIMITED

By: /s/ Jianguang Shen

Name: Jianguang Shen

Title: Director

[Signature Page to Limited Guarantee]

IN WITNESS WHEREOF, the Guaranteed Party has caused this Limited Guarantee to be executed and delivered as of the date first written above by its officer thereunto duly authorized.

DADA NEXUS LIMITED

By: /s/ Laura Marie Butler

Name: Laura Marie Butler

Title: Chairperson of the Special Committee

[Signature Page to Limited Guarantee]

SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS OF JD

The names of the directors and the names and titles of the executive officers of JD and their principal occupations are set forth below. Except for Professor Ming Huang, Mr. Louis T. Hsieh, Professor Dingbo Xu, Ms. Caroline Scheufele, Ms. Grace Kun Ding and Ms. Jennifer Ngar-Wing Yu, the business address of the directors and executive officers is JD national headquarters at No. 18 Kechuang 11 Street, Yizhuang Economic and Technological Development Zone, Daxing District, Beijing 101111, P.R. China.

Name	Position with JD	Present Principal Occupation	Citizenship	Shares Beneficially Owned
Directors:
Richard Qiangdong Liu	Chairman of the Board of Directors	*	P.R. China	**
Sandy Ran Xu	Director and Chief Executive Officer	*	P.R. China	—
Ming Huang^{(1)}	Independent Director	Professor of finance at the Johnson Graduate School of Management at Cornell University	United States	—
Louis T. Hsieh^{(2)}	Independent Director	Director of New Oriental Education & Technology Group Inc.	United States	—
Dingbo Xu^{(3)}	Independent Director	Essilor Chair Professor in Accounting and an associate dean at China Europe International Business School in Shanghai	P.R. China	—
Caroline Scheufele^{(4)}	Independent Director	Co-president and Artistic Director of Chopard	Switzerland	—
Carol Yun Yau Li^{(5)}	Independent Director	Managing Director of Yale Center Beijing	P.R. China	—
Grace Kun Ding^{(6)}	Independent Director	Strategic consulting service provider for cooperative retail suppliers on the British Lang platform and an independent investor	United Kingdom	—
Jennifer Ngar-Wing Yu^{(7)}	Independent Director	Deputy Vice Chairwoman and Group President of CTF Education Group	P.R. China	—
Executive Officers:
Ian Su Shan	Chief Financial Officer	*	P.R. China	—
Pang Zhang	Chief Human Resources Officer	*	P.R. China	—

The principal occupation is the same as his/her position with JD.
** Less than 1% of the total outstanding shares of the Issuer.

(1) The business address of Professor Huang is 22 W 66th Street, New York, NY 10023, United States.

(2) The business address of Mr. Hsieh is The Harbourside, Tower 2, 37-B, I Austin Road West, Kowloon, Hong Kong.

(3) The business address of Professor Xu is China Europe International Business School Building 20, Zhongguancun Software Park, Haidian District, Beijing 100193, P.R. China.
(4) The business address of Ms. Scheufele is Chopard & Cie SA - 8 rue de Veyrot - 1217 Meyrin - Switzerland.
(5) The business address of Ms. Li is Tower B 36/F, 8 Jianguomenwai Avenue, Chaoyang District, Beijing, China
(6) The business address of Ms. Ding is 5 Interchange Park, Robinson Way, Portsmouth, England, PO3 5QD, United Kingdom.
(7) The business address of Ms. Yu is Room 2209A&B, Wu Chung House, 213 Queen's Road East, Wanchai, Hong Kong.

Directors and Executive Officers of JD Investment

The names of the directors and the names and titles of the executive officers of JD Investment and their principal occupations are set forth below. The business address of each of the directors and executive officers is Room 3614-19, Jardine House, 1 Connaught Place, Central, Hong Kong.

Name	Position with JD Investment	Present Principal Occupation	Citizenship	Shares Beneficially Owned
Directors:
Nani Wang	Director	Employee of JD	P.R. China	—
Executive Officers:
N/A

Directors and Executive Officers of JD Sunflower

The names of the directors and the names and titles of the executive officers of JD Sunflower and their principal occupations are set forth below. The business address of each of the directors and executive officers is c/o Room 4318-19, Jardine House, 1 Connaught Place, Central, Hong Kong.

Name	Position with JD Investment	Present Principal Occupation	Citizenship	Shares Beneficially Owned
Directors:
Nani Wang	Director	Employee of JD	P.R. China	—
Executive Officers:
N/A

Directors and Executive Officers of Windcreek Limited

The names of the directors and the names and titles of the executive officers of Windcreek Limited and their principal occupations are set forth below. The business address of each of the directors and executive officers is c/o Room 4318-19, Jardine House, 1 Connaught Place, Central, Hong Kong.

Name	Position with Windcreek Limited	Present Principal Occupation	Citizenship	Shares Beneficially Owned

Directors:

Nani Wang Director Employee of JD P.R. China

AI assistant

JD.com, Inc. Major Shareholding Notification 2025

51120_rns_2025-04-01_73732051-f7f7-4732-9c73-98d7f58048fe.pdf

OVERSEAS REGULATORY ANNOUNCEMENT

Item 5. Interest in Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 7. Material to be Filed as Exhibits.

SIGNATURE

LIMITED GUARANTEE

1. GUARANTEE.

SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS OF JD

Directors and Executive Officers of JD Investment

Directors and Executive Officers of JD Sunflower

Directors and Executive Officers of Windcreek Limited

AI assistant

JD.com, Inc. — Major Shareholding Notification 2025

51120_rns_2025-04-01_73732051-f7f7-4732-9c73-98d7f58048fe.pdf

OVERSEAS REGULATORY ANNOUNCEMENT

Item 5. Interest in Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 7. Material to be Filed as Exhibits.

SIGNATURE

LIMITED GUARANTEE

1. GUARANTEE.

SCHEDULE A

DIRECTORS AND EXECUTIVE OFFICERS OF JD

Directors and Executive Officers of JD Investment

Directors and Executive Officers of JD Sunflower

Directors and Executive Officers of Windcreek Limited

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JD.com, Inc. Major Shareholding Notification 2025