Tongcheng Travel’s Subsidiary eLong Launches HK$1.39-per-Share Cash Offer for Dida; 53.7% Stake Already Committed, Special Dividend Planned

Tongcheng Travel Holdings-backed eLong, Inc. (the “Offeror”) will make a voluntary conditional general cash offer at HK$1.3875 per share for all issued shares of car-pooling platform Dida Inc. The bid is channelled through Nomura International (Hong Kong) acting on eLong’s behalf.

The headline price represents: • 12.8% premium to Dida’s last close of HK$1.23 on 26 June 2026. • 2.5% premium to the 5-day, 3.2% to the 10-day, 13.0% to the 30-day and 8.0% to the 60-day average closing prices. • 4.1% discount to Dida’s 90-day average and 12.8% discount to its 31 Dec 2025 audited NAV of HK$1.59 per share.

Financial commitment is secured via a HK$1.50 billion facility from China CITIC Bank International; the full share offer values Dida at approximately HK$1.42 billion.

Irrevocable undertakings delivered by five major shareholders—5brothers, Leap Profit, Smart Canvas Investment, Star Celestial and NBNW Investment—cover 551.15 million shares, equating to 53.70% of Dida’s issued capital, ensuring the acceptance condition (>50%) can be satisfied.

Dida’s board intends to declare a Special Cash Dividend of HK$1.1745 per share, payable to shareholders on the yet-to-be-announced record date and unaffected by acceptance of the offer.

Outstanding 17.05 million employee and director options and 7.75 million RSUs are expected to vest and be exercised before the offer document is despatched; consequently, separate option and RSU cancellation offers are unlikely to proceed. Holders will receive share-offer proceeds through the ESOP nominee.

Key conditions include: 1) valid acceptances raising eLong’s stake above 50%; 2) necessary regulatory clearances; 3) no material adverse changes or events rendering the offer illegal or impracticable.

Subject to executive approval, the composite offer document is targeted for release by 20 July 2026; settlement of valid acceptances will be within seven business days after the offer becomes unconditional.

eLong does not currently plan to delist Dida and will ensure the public float requirement is met unless compulsory acquisition rights are exercised upon reaching 90% ownership.

Strategic intent centres on integrating Dida’s asset-light carpooling marketplace with Tongcheng Travel’s 250 million-strong annual paying-user base, expanding into a “door-to-door” smart mobility ecosystem while supporting Dida’s growth and operational optimisation.