Dingdong (Cayman) Limited ($DDL)

Good morning and good evening, ladies and gentlemen. Thank you for standing by. Welcome to the Dingdong Limited 2026 Annual General Meeting Conference Call. [Operator Instructions] Please note that this event is being recorded. I will now turn the conference over to the first speaker today, Nicky Zheng, Director of Investor Relations. Please go ahead, sir.

Thank you. Hello, everyone. Welcome to Dingdong'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 for shareholders' approval. You can access a replay of this call on our IR 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 Dingdong, Mr. Liang.

[Interpreted] Thank you. I Changlin 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 at 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 hold shares which carry in aggregate more than 85% votes, which is more than 50% 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 the Annual General Meeting. Because due notice of this meeting has been given and a quorum is present, I declare this meeting to be duly convened. As set out in the notice, following 3 proposals will be considered and voted on this meeting. Proposal #1, 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, Dingdong Fresh Holdings Limited, which holds substantially all of its China operations. Proposal #2, 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 #3, the general authorization saying that the company and its directors, officers or registered office provider are authorized to execute relevant documents and take all necessary actions, including Cayman Islands filings/registrations to implement the foregoing resolutions. The Board of Directors of the company has recommended that the shareholders vote for resolution in proposal #1, #2 and #3. 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 vote by ballot have done so, I hereby declare the polls closed. 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. The Board has carefully deliberated on all these decisions. On this occasion, I would like to share our thinking with you. Over the years, Dingdong has built formidable supply chain capabilities. We source over 85% of fresh produce directly from origins, operate 12 self-owned processing plants and 2 company-owned farms. In the past year, our 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 hot pot quick prep dishes saw a 28% year-over-year increase this past winter. These are real strengths forged over more than 8 years, refined step-by-step across every link in the chain. As peer in the industry, Meituan's Xiaoxiang supermarket has achieved remarkable growth in recent years. 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, Dingdong's 3 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 1, and it resonates deeply with Meituan's mission, help everyone 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 long-standing 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 Dingdong Board of Directors and the entire Dingdong team, I would like to thank you for your interest and participation in today's meeting. We deeply appreciate your trust and support for Dingdong 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.

Thank you for attending today's presentation. The conference has now concluded. You may now disconnect. [Portions of this transcript that are marked [Interpreted] were spoken by an interpreter present on the live call.]