Conference Transcript - DDL 2026-03-27

Operator

good morning and good evening ladies and gentlemen thank you for standing by welcome to the ding dong limited 2026 annual general meeting conference call at this time all participants are in a listen only mode please note that this event is being recorded i will now turn the conference over to the first speaker today nikki jang director of investor relations. Please go ahead, sir.

Nicky Zheng, Head of Investor Relations

Thank you. Hello, everyone. Welcome to Ding Dong's 2026 annual general meeting conference call. With me today are Mr. Changlin Liang, our founder and chairman of the board, and Mr. Song Wang, our CEO. For today's call, management will go through their prepared remarks and announce the results of the vote on the proposal submitted to for shareholders approval you can access a replay of this call on our website when it becomes available a few hours after its conclusion before we continue i would like to refer you to our safe harbor statement in our previous earnings press release which also applies to this call i will now turn the call to our first speaker the founder and the chairman of the board of ding dong mr liang 本人梁昌龄根据本公司组织章程细则第68条担任本次会议的主席,在此向出席本公司股东大会的各位致以诚挚谢意,本公司已于2026年3月10日向各位股东发出本次会议通知,如果现场没有意义,我建议豁免宣读通知全文的程序。

Speaker 4

本次会议及任何续会期间会议通知与授权伟托书文本均可供各位查阅 只有在本次会股权登记日及北京时间2026年3月9日收市时 在股东名册上登记的本公司普通股股东才有权出席本次会议并进行表决 根据本公司组织当成细则规定 一名或多名亲身或委托代理人出席会议的股东 其所持表决权合计不少于已发行且有权在本次股东大会上 投票的全部股份表决权的50% 去构成会议的法定人数 今天亲身出席 委托代理人出席以及线上参会的股东 合计持有表决权超过85% 以超过有权出席本次会议并表决的全部股份表决权的50% 至于此 根据本公司组织章程细则第65条 我宣布本次年度股东大会已达到法定人数 鉴于本次会议依法发出通知且出席人数符合法定要求 我宣布本次会议正式有效开始 Thank you.

Changlin Liang, CEO

I, Chang-Lin Liang, take the chair of the meeting in accordance with Article 68 of the company's Articles of Association. I would like to express our special thanks to all of you for joining our annual general meeting. Notice of this meeting was dispatched by the company to its shareholders on March 10, 2026. If there is no objection from the floor, it is proposed to dispense with the formality of reading the notice. Copies of the notice and the form of proxy for the meeting are available for inspection throughout this meeting or any adjournment thereof. Only registered holders of ordinary shares of the company at the close of business on March 9, 2026, Shanghai time, which is the record date for this meeting are entitled to attend and vote at the meeting according to the articles of association of the company one or more shareholders hold shares which carry in aggregate or representing by proxy not less than 50% of all votes attaching to all shares in issue and entitled to vote and such general meeting and present at the meeting shall be quorum for all purpose the shareholders who are present at the meeting in person or by proxy or virtually all shares which carry in aggregate more than 85 percent votes which is more than 50 percent of all votes attaching to all shares in issue and entitled to attend and vote at this meeting on such basis and in accordance with article 65 of the company's articles of association I declare a quorum present at the meeting, at annual general meeting.

Speaker 4

Because due notice of this meeting has been given, and a quorum is present, I declare this meeting to be duly convened. 投票结果,公司股东将通过三项普通决议,批准以下四项。 第一,批准本公司与美团全资附属公司ToHuck投资有限公司定立股份购买协议及完成相关交易。 本公司将出售与BVI注册的全资附属公司丁东Fresh Holding Limited的全部股份,该公司持有丁东几乎全部的中国境内业务。 第二,以交易完成收到现金所得款项及遵守开曼群岛公司法为前提,授权董事会将交易完成及调整后所获现金的不少于90%用于股份回购及获股东分红。 3. Un般性授權,授權本公司及其董事,高級管理人員或註冊搬出簽約相關文件,並採取包括開曼群島備案登記在立的一切必要行動落實前出決議。 As set out in the notice, following three proposals will be considered and voted on this meeting.

Changlin Liang, CEO

Proposal number one, the company's entry into share purchase agreement with Meituan wholly-owned subsidiary Two Hearts Investment Limited and the completion of the related transaction are approved. The company will set all issued and outstanding shares of BVI Incorporated wholly-owned subsidiary Ding Dong Fresh Holdings Limited, which hosts substantially all of its China operations. Proposal number two, subject to the transaction's closing, receipt of cash proceeds, and compliance with the Cayman Islands Companies Act, the board is authorized to use no less than 90% of the post-closing adjusted cash balance for share repurchases and or shareholder dividends at its discretion. Proposal number three, the general authorization, saying that the company and its directors, officers, or registered office providers are authorized to execute relevant documents and take all necessary actions, including Cayman Islands filings slash registrations, to implement the foregoing resolutions. 各项议案以投票方式进行表决 现在开始投票 如果需要领取选票请举手示意 我们会为您发放 如果您之前已经委托了代表代位投票

Speaker 4

突然您想更改投票意向 否则今天无需再次投票 股东也都完 希望现场投票的股东也都完成了投票 本人再次宣布投票结束 The board of directors of the company has recommended that the shareholders vote

Changlin Liang, CEO

for the resolution in proposal number one, number two, and number three. I hereby demand that the voting on both proposals be conducted by poll the polls are now open if you desire a ballot please raise your hand to so indicate and it will be provided if you have previously appointed a proxy or proxies to vote on your behalf you do not need to vote today unless you wish to change your vote we now seem to have all the ballots and since all those desiring to If the votes by ballot have done so, I hereby declare the polls closed.

Speaker 4

Based on the voting results from the holders of the company's American deposited shares, that is ADS holders, and the holders of the company's ordinary shares, I hereby declare that all the proposals have been duly passed as ordinary resolution of the company. 丁东这些年建立了很强的供链能力,85%以上生鲜源头之采,12家自营工厂,2家自营农场,在过去一年我们黑猪路占出消费的37%以上,有机菜,Logiai商品,健康零食同比增长就超过30%。 The board has carefully deliberated on all these decisions.

Changlin Liang, CEO

On this occasion, I would like to share our thinking with you. Over the years, Ding Dong has built formidable supply chain capabilities. We source over 85% of fresh produce directly from origins, operate 12 self-owned processing plants and two company-owned farms. In the past year, black pork accounted for more than 37% of total pork consumption. Sales of organic vegetables, low GI products, and healthy snacks all grew by over 30% year-on-year. And hotpot quick prep dishes saw a 28% year-over-year increase this past winter.

Speaker 4

These are real strengths forged over more than eight years, refined step-by-step across every link in the chain. 极致的商品力 超预期的服务力 和通过供链系统打造的极致效率 不会因为合并而消失 反而会在更大的平台上发挥更大的价值 我们可以一起去服务更广阔的市场 让美好的食材像自来水一样 出手可得扶回万众 是我们创业第一天就写下了使命 至于美团的使命 帮大家吃得更好 生活更好 高度契合 As a peer in the industry, Meituan's Shaoxiang supermarket has achieved remarkable growth in recent years.

Changlin Liang, CEO

By curating a vast array of high-quality products and continuously elevating user experience, it has rapidly become an industry leader, an achievement that aligns perfectly with our 4G strategy. Following the merger, Ding Dong's three core competitive advantages, Unmatched product development capabilities, service excellence that exceeds expectations, and ultimate operational efficiency powered by our supply chain system will not fade. Instead, they will deliver even greater value on a larger platform. Together, we can serve a broader market to ensure that good food is as accessible as tap water, benefiting everyone. This has been our mission since day one, and it resonates deeply with Meituan's mission, to help everyone to eat better and live better. Now, let me address a key concern shared by all shareholders, the use of cash proceeds from this transaction. As stated in earlier resolutions, we hereby make a firm commitment. Upon the successful completion of the deal, no less than 90% of the cash proceeds from the business sale will be used for repurchases and or dividend payments to shareholders. This is not a temporary decision, but a longstanding principle we uphold. We always act in the best interest of shareholders. We're committed to being a responsible and trustworthy company for all of you. We'll honor this promise in full, turn the proceeds into tangible returns for every shareholder, and live up to a trust. In closing, on behalf of the entire Ding Dong Board of Directors and the entire Ding Dong team, I would like to thank you for your interest and participation in today's meeting. We deeply appreciate your trust and support for Ding Dong all along. If you require any further information, please do not hesitate to contact us. With no further business, I hereby declare the conclusion of this shareholders meeting. Thank you.

Operator

Thank you for attending today's presentation. The conference is now concluded. You may now disconnect.