MEITUAN-W (03690) has announced that on February 5, 2026, the acquirer Two Hearts Investments Limited, an indirect wholly-owned subsidiary of the company, entered into a share transfer agreement with the transferors Dingdong (Cayman) Limited and Mr. Liang Changlin. The transferors have agreed to sell all issued shares of the target company, Dingdong Fresh Holding Limited, held by them. The initial consideration is $717 million, which may be subject to adjustment. A condition stipulates that after the transferors may extract up to $280 million from the target group, the net cash of the target group must remain not less than $150 million. Dingdong is a leading fresh produce e-commerce enterprise in mainland China, founded and controlled by Mr. Liang Changlin. The target company is a direct wholly-owned subsidiary of Dingdong. Upon completion of the acquisition, the target company will become an indirect wholly-owned subsidiary of MEITUAN-W, and the financial results of the target group will be consolidated into the company's financial statements. The company places high importance on its grocery retail business, and this transaction aligns with its long-term development strategy in the sector. Dingdong is a leading player in China's grocery retail market, and its philosophy focusing on "good users, good products, good service, and good mindset" resonates strongly with MEITUAN's mission to "help people eat better and live better." As of September 2025, Dingdong operated over 1,000 front-line warehouses across China, serving more than 7 million monthly active purchasing users. Dingdong possesses top-tier supply chain capabilities, a high direct sourcing rate from fresh produce origins, a rich portfolio of private label products, and a high customer repurchase rate, making it highly popular among consumers. This transaction is expected to leverage the respective strengths of both parties in product selection, technology, and operations to provide consumers with superior shopping and delivery experiences. Based on these factors, the board of directors, including the independent non-executive directors, considers the acquisition to be conducted on normal commercial terms that are fair and reasonable, and believes it is in the overall interests of the company and its shareholders.