On February 5, the founder sold the China business to Meituan and reframed every question about DDL.

• The deal. A Meituan subsidiary agreed to buy substantially all of DDL's China operations for $717M cash, plus the right to pull up to $280M of pre-close cash out of the BVI holdco — total expected proceeds up to $997M. Closing hinges on SAMR antitrust clearance, and either side can walk after twelve months.
• What's left. A small overseas B2B supply-chain business — ¥139M of revenue and a ¥71M net loss in Q1 FY2026, with the segment loss widening 199.6% year-over-year — plus a five-year non-compete that bars the founder and the company from re-entering Chinese fresh-grocery e-commerce.
• Why management sold. Meituan's Core Local Commerce segment swung from a ¥52.4B operating profit in 2024 to a ¥6.9B operating loss in 2025 — and group total segment operating profit collapsed from +¥45.1B to -¥17.0B — fighting a price war it started in DDL's category. Eight weeks before signing, founder Liang told investors time will ultimately stand on our side.

Pro-forma cash dwarfs the market cap — the question is how much actually reaches ADS holders.

Existing net own-cash at March 31, 2026 already covers roughly 96% of the equity value, before the Meituan tranche layers another $717M on top. The friction sits in PRC tax leakage, a 10% post-tax holdback, the $150M net-cash floor that stays in the sold BVI, and the controlled board's discretion over what 'substantial majority' actually means in dollars.

SAMR antitrust clearance is the entire deal — and the buyer is the regulator's hardest counterparty.

• Buyer profile. Meituan already runs the dominant rider network, the largest food-delivery platform, and Xiaoxiang Supermarket's competing dark-store grocery footprint. SAMR has been most active in exactly this category and can demand divestitures, impose behavioral remedies, or simply extend consultation past the walk-away date.
• The price says coin flip. The $485M market cap against $997M of expected proceeds implies clearance probability near 50%. Bulls argue 60-70% on a sub-scale vertical exit; bears argue conditional remedies or extended review are the more likely outcome.
• Hard outside date. Either party can terminate if closing has not occurred by February 5, 2027. A deal-break repositions DDL as a standalone thin-margin grocer with deteriorating quarterly economics inside a Meituan-financed price war.

The most decision-relevant sentence in the story is a press release, not a covenant.

• The commitment. On February 10, 2026 management said it would deploy a 'substantial majority of the proceeds for share repurchases and/or dividends.' That language lives in a press release; the Share Purchase Agreement itself is silent on use of proceeds.
• The precedent. The 2025 $20M buyback authorization was executed at $1.24M — 6.2% of size — at an average ADS price of $1.78, while the company sat on roughly $465M of own cash. The program expired one month after the Meituan announcement without acceleration.
• Who decides. Founder Liang holds 25.2% of the economics and 80.9% of the votes through a dual-class structure, sits on the compensation committee, and personally administers the share-incentive plan. The same controlled board that under-executed the buyback now decides how a roughly $1B cash pool gets spent.