Tongcheng Travel’s eLong Launches HK$1.39 Cash Offer for Dida Inc.; Secures 53.7% Irrevocable Support and Proposes HK$1.17 Special Dividend

Bulletin Express
Jun 29

Hong Kong – 29 June 2026 – Tongcheng Travel Holdings Ltd., through wholly owned subsidiary eLong Inc. (“the Offeror”), will make a voluntary conditional general cash offer for all issued shares of Dida Inc. at HK$1.3875 per share. The bid values Dida’s entire issued share capital at approximately HK$1.42 billion and will not be raised.

The Offeror has obtained irrevocable undertakings from five major shareholders—5brothers, Leap Profit, Smart Canvas Investment, Star Celestial Holdings and NBNW Investment—covering 551.15 million shares, or 53.70% of Dida’s issued capital. Acceptance of the offer by these parties would satisfy the minimum 50% acceptance condition on or before the closing date. Additional conditions include regulatory clearances and maintenance of Dida’s Hong Kong listing status up to the date acceptances exceed 50%.

To fund the transaction, eLong has secured a HK$1.5 billion facility from China CITIC Bank International; Nomura International (Hong Kong) Ltd. has confirmed sufficiency of financial resources.

Concurrently, Dida’s board intends to declare a special cash dividend of HK$1.1745 per share, payable to shareholders on record before the composite offer document is dispatched. The Offeror has consented to this payout, and the share-offer price will not be adjusted for it.

Offer price benchmarks: • 12.8% premium to the last trading day close of HK$1.2300 • 2.5% premium to the five-day average close of HK$1.3540 • 3.2% premium to the ten-day average close of HK$1.3450 • 13.0% premium to the 30-day average close of HK$1.2283 • 8.0% premium to the 60-day average close of HK$1.2842 • 4.1% discount to the 90-day average close of HK$1.4474 • 12.8% discount to audited 31 Dec 2025 NAV of HK$1.5914 per share

Outstanding 17.05 million pre-IPO options and 7.75 million unvested RSUs are expected to be fully vested and exercised before the offer document is issued; hence separate option and RSU cancellation offers are unlikely. The ESOP Nominee, which holds 25.79 million underlying shares, will receive cash consideration and distribute proceeds to beneficiaries pro rata.

Despite obtaining a statutory right to compulsorily acquire remaining shares at 90% acceptance, eLong states it does not currently intend to privatise Dida and will work to maintain the company’s listing if full acquisition is not effected.

Financial snapshot of Dida (RMB): • FY 2025 revenue: RMB502.44 million • FY 2025 profit after tax: RMB129.81 million • FY 2024 revenue: RMB787.22 million; profit after tax: RMB1.00 billion • FY 2023 revenue: RMB815.09 million; profit after tax: RMB300.38 million

A composite offer document, including the Independent Board Committee’s recommendation and an independent financial adviser’s opinion, is expected on or before 20 July 2026. Shareholders and investors are advised to exercise caution until the offer becomes unconditional.

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