UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE
13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For
the month of March 2024
Commission File Number 001-39305
Dada Nexus Limited
(Translation of registrant’s name into English)
22/F, Oriental Fisherman’s Wharf
No. 1088 Yangshupu Road
Yangpu District, Shanghai 200082
People’s Republic of China
(Address of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or
Form 40-F. Form 20-F x Form 40-F ¨
Dada Announces Findings of Independent Review
Dada Nexus Limited (NASDAQ: DADA, “Dada”
or the “Company”), China’s leading local on-demand retail and delivery platform, today announced the results of the
previously disclosed independent review led by the audit committee of its board of directors (the “Audit Committee”) regarding
certain suspicious practices that were identified during its routine internal audit.
The Independent Review
As previously disclosed by the Company in its
Form 6-K filed on January 8, 2024, the Audit Committee, with the assistance of independent professional advisers, initiated
an independent review of certain suspicious practices that were identified during a routine internal audit by the Company and that might
cast doubt on certain revenues from the Company’s online advertising and marketing services in 2023 (the “Independent Review”).
The independent professional advisers consisted of a leading international law firm and forensic accounting experts from an international
consulting firm that is not the Company’s auditor (the “Investigation Team”).
The Independent Review is now substantially complete.
With the Company’s full cooperation, the Independent Review undertook investigative steps and performed procedures that the Audit
Committee and the above-mentioned independent professional advisers, in their professional judgment, considered necessary and sufficient
to investigate the issues as outlined below in the summary of findings, including, but not limited to, review of documents and data from
Company personnel, including certain members of senior management (such as review of emails and other electronic files and communications);
interviews of Company personnel, including certain members of senior management and relevant third parties; and analysis and testing of
the Company’s relevant transactions and books and records.
Summary of Findings of the Independent Review
The following is a summary of the principal findings
of the Independent Review as of the date hereof. Unless otherwise indicated, the Independent Review covered the full calendar year 2023
to correspond to the time period of the questionable transactions that were identified by the Company’s routine internal audit.
Based on the Investigation Team’s findings, the Independent Review also reviewed transactions during the fourth quarter of 2022
(“the full calendar year 2023” and “the fourth quarter of 2022”— together, the “Review Period”).
The Independent Review identified certain online
advertising and marketing services transactions during the Review Period that were conducted primarily to meet revenue targets. These
transactions involved payments from certain upstream customers and disbursements of cash funds to
certain downstream vendors of virtually identical amounts that lacked any apparent business substance, were not supported by credible
documents, business records or other evidence, and, in certain cases, involved customers and vendors with undisclosed connections. While
managerial oversight could be enhanced, and certain management-level executives should have followed up on the indicia of suspicion that
had come to their attention, the Independent Review did not uncover any direct evidence that Company management-level executives, including
its President and former Chief Financial Officer, orchestrated the aforementioned transactions. As a result of these transactions,
certain revenues and associated costs were overstated in the Company’s past financial statements. Specifically, the Company’s
net revenues were overstated by approximately RMB69 million in the fourth quarter of 2022, RMB40 million in the first quarter of 2023,
RMB214 million in the second quarter of 2023, and RMB245 million in the third quarter of 2023, respectively. The Company’s operations
and support costs were overstated by approximately RMB70 million in the fourth quarter of 2022, RMB42 million in the first quarter of
2023, RMB214 million in the second quarter of 2023, and RMB250 million in the third quarter of 2023, respectively.
The Company’s Remedial Measures in Response to Independent
Review
Having
considered the findings of the Independent Review, the Company has decided to correct certain information where necessary and appropriate,
including reversing the overstated net revenues of approximately RMB40 million in the first quarter of 2023, RMB214 million in the second
quarter of 2023, and RMB245 million in the third quarter of 2023, respectively, and associated operations and support costs in the relevant
past earnings releases. The Company is in the process of revising its previously issued unaudited financial information for the
first three quarters of fiscal year 2023, and finalizing its unaudited condensed consolidated financial statements for the fourth quarter
and fiscal year 2023. Investors must exercise caution when using the Company’s previously issued unaudited financial information
for the first three quarters of fiscal year 2023. The Company does not expect to make any corrections to the previously issued unaudited/audited
consolidated financial statements prior to fiscal year 2023, as the issues that were the subject of the Independent Review did not have
a material impact on those earlier financial statements.
In
addition, the Company, with input from the Audit Committee and the above-described independent professional advisers, has prepared
a remediation plan in response to the Independent Review, including but not limited to (i) terminating, requesting the resignation
of, or giving disciplinary warnings to employees found to have engaged in misconduct and/or who failed to adhere to the Company’s
policies or otherwise meet expectations; (ii) terminating contracts with suppliers and customers implicated in the relevant transactions;
(iii) enhancement of the Company’s internal policies, systems and controls, and record-keeping; and (iv) conducting additional
trainings for Company employees regarding the issues identified in the Independent Review. The Company has already begun the process of
implementing the remediation plan.
Responses to SEC and Nasdaq
The Securities & Exchange Commission’s (“SEC”)
Division of Enforcement and the Nasdaq’s Listing Qualifications Department have sought the production of certain documents and information
related to the “suspicious practices” referenced in the Company’s Form 6-K filed on January 8, 2024. The Company
is cooperating with the SEC and Nasdaq in accordance with the relevant laws and regulations of China and the United States, but cannot
predict the timing, outcome, or consequences of these investigations or inquiries.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Dada Nexus Limited |
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By: |
/s/ Henry Jun Mao |
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Name: |
Henry Jun Mao |
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Title: |
Chief Financial Officer |
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Date: March 5, 2024 |
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Dada Nexus (NASDAQ:DADA)
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Dada Nexus (NASDAQ:DADA)
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