MEITUAN-W (03690) plans to acquire all the issued shares of Dingdong Fresh Holding Limited.

MEITUAN-W (03690) announced on February 5, 2026, that it has entered into a share transfer agreement with Two Hearts Investments Limited (an indirectly wholly-owned subsidiary of the company), Dingdong (Cayman) Limited, and Mr. Liang Changlin, the transferor. The transferor has agreed to sell all the issued shares of the target company Dingdong Fresh Holding Limited held by the transferor at an initial price of $717 million (subject to adjustment). However, the transferor shall ensure that the target group's net cash is not less than $150 million after withdrawing funds of no more than $280 million from the target group. Dingdong is a leading fresh produce e-commerce company in mainland China, founded and controlled by Mr. Liang Changlin, and the target company is a direct wholly-owned subsidiary of Dingdong. After the completion of the acquisition, the target company will become an indirectly wholly-owned subsidiary of the company, and the financial performance of the target group will be consolidated into the financial statements of the group. The company attaches great importance to the grocery retail business, and this transaction is in line with the company's long-term development plan in the grocery retail sector. Dingdong is a top player in the domestic grocery retail sector, with a philosophy of "good users, good products, good service, good mindset" that aligns well with Meituan's mission of "helping everyone eat better and live better." As of September 2025, Dingdong operates over 1000 front warehouses in China, with a monthly user base of over 7 million. Dingdong has a first-class supply chain capability, high direct sourcing rate from fresh produce origins, a rich portfolio of own-brand products, high repurchase rate, and is beloved by consumers. This transaction will help leverage the strengths of both parties in terms of product quality, technology, operations, and provide consumers with a better shopping and delivery experience. For these reasons, the directors (including independent non-executive directors) believe that the acquisition is conducted on fair and reasonable commercial terms and is in the overall interest of the company and its shareholders.