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August 14, 2023
Beck Chen
Chief Financial Officer
Dada Nexus Ltd
22/F, Oriental Fisherman s Wharf
No. 1088 Yangshupu Road
Yangpu District, Shanghai 200082
People s Republic of China
Re: Dada Nexus Ltd
Form 20-F for the
Fiscal Year Ended December 31, 2022
File No. 001-39305
Dear Beck Chen:
We have limited our review of your filing to the submission
and/or disclosures as
required by Item 16I of Form 20-F and have the following comments. In
some of our comments,
we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond.
After reviewing your
response to these comments, we may have additional comments.
Form 20-F for the Fiscal Year Ended December 31, 2022
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections, page 150
1. We note your statement
that you reviewed the Company s register of members and public
filings made by
shareholders in connection with your required submission under
paragraph (a). Please
supplementally describe any additional materials that were reviewed
and tell us whether you
relied upon any legal opinions or third party certifications such as
affidavits as the basis
for your submission. In your response, please provide a similarly
detailed discussion of
the materials reviewed and legal opinions or third party
certifications relied
upon in connection with the required disclosures under paragraphs
(b)(2) and (3).
2. In order to clarify the
scope of your review, please supplementally describe the steps you
have taken to confirm
that none of the members of your board or the boards of your
consolidated foreign
operating entities are officials of the Chinese Communist Party. For
Beck Chen
Dada Nexus Ltd
August 14, 2023
Page 2
instance, please tell us how the board members current or prior
memberships on, or
affiliations with, committees of the Chinese Communist Party factored
into your
determination. In addition, please tell us whether you have relied upon
third party
certifications such as affidavits as the basis for your disclosure.
3. We note your list of subsidiaries in Exhibit 8.1 appears to indicate that
you have
subsidiaries in Hong Kong and British Virgin Islands as well as in PRC
that are not
included in your VIEs. Please note that Item 16I(b) requires that you
provide disclosures
for yourself and your consolidated foreign operating entities, including
variable interest
entities or similar structures.
With respect to (b)(2), please supplementally clarify the
jurisdictions in which your
consolidated foreign operating entities are organized or
incorporated and provide the
percentage of your shares or the shares of your consolidated
operating entities owned
by governmental entities in each foreign jurisdiction in which you
have consolidated
operating entities in your response.
With respect to (b)(3) and (b)(5), please provide the information
required by (b)(3)
and (b)(5) for you and all of your consolidated foreign operating
entities in your
supplemental response.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Jimmy McNamara at 202-551-7349 or Andrew Mew at
202-551-3377
with any questions.
Sincerely,
FirstName LastNameBeck Chen
Division of
Corporation Finance
Comapany NameDada Nexus Ltd
Disclosure Review
Program
August 14, 2023 Page 2
cc: Yuting Wu
FirstName LastName