After over a decade of fighting alone, Dida has finally joined the same journey.

After nearly 12 years of independently venturing in China's shared mobility market, Dida Chuxing has finally chosen to embrace a giant.

On June 29, Tongcheng Travel and Dida Chuxing issued a joint announcement. Tongcheng Travel will launch a full cash tender offer for Dida Chuxing through its wholly - owned subsidiary, with a total consideration of HK$1.424 billion.

After more than a decade of deep - rooting in the carpooling niche market, surviving several rounds of strict regulations, and successfully completing capitalization, Dida ultimately failed to break through the growth dilemma on its own.

Does Tongcheng need Dida, or does Dida need Tongcheng more? The performance of the secondary market on June 30 has given a clear answer.

Tongcheng Acquires Dida for HK$1.4 Billion

Both Tongcheng Travel and Dida Chuxing have made full preparations in advance for this most iconic acquisition in the Hong Kong stock mobility market this year.

Tongcheng Travel (00780.HK)'s acquisition entity is its wholly - owned subsidiary, eLong, Inc. It will acquire all of Dida's common shares, unexercised share options, and restricted share units, with an overall consideration of HK$1.424 billion.

The offer price is HK$1.3875 per share, a 12.8% premium over the closing price of HK$1.23 the day before the announcement. The funds are provided by China CITIC Bank (International) with a special credit line of HK$1.5 billion, fully covering the acquisition amount.

Five core shareholders of Dida have signed irrevocable acceptance commitments, holding a total of 53.7% of the shares. This directly crosses the threshold of half of the voting rights required for the offer to take effect, locking in the certainty of the transaction in advance.

The most special design of this transaction is that it does not seek privatization and delisting. The announcement clearly states that after the completion of the delivery, Dida will retain its independent listing status in the Hong Kong stock market and operate with dual - brands in parallel; only in the extreme situation where the proportion of accepted shares exceeds 90% will the acquirer have the right to force delisting.

Market analysts believe that this move can avoid the cumbersome approval process and high compliance costs of privatization, speed up the implementation of the transaction, and also reserve space for subsequent capital operations.

The shareholder return plan is also rare. Dida's board of directors proposed to distribute a special cash dividend of HK$1.1745 per share. This dividend is independent of the acquisition price and is not offset against each other. After the transaction is completed, eligible shareholders can receive both the dividend and the acquisition cash, realizing double - returns.

The implementation of this offer still has multiple pre - conditions. It needs to pass anti - monopoly and industry regulatory approvals, and Dida must not have major compliance or operational risks before the delivery.

The company plans to send the full offer documents to all shareholders before July 20 and complete the share delivery and fund payment after all conditions are met.

Through this acquisition, Tongcheng and Dida can integrate the short - and long - distance travel scenarios at the business level. Tongcheng can provide tourism traffic and an operation system, while Dida can offer compliant inter - city carpooling capacity, achieving complementary scenarios.

Dida Needs Tongcheng More

On June 30, Tongcheng Travel's stock price fell slightly, while Dida Chuxing's stock price soared by more than 88% throughout the day, which is enough to show the capital market's attitude towards this acquisition.

Embracing Tongcheng is undoubtedly a major positive for Dida.

After its listing on the Hong Kong stock market in June 2024, Dida Chuxing (02559.HK)'s growth bottleneck was fully exposed. From 2023 to 2025, the company's operating income continuously decreased from RMB 815 million to RMB 502 million; during the same period, the adjusted net profit decreased from RMB 226 million to RMB 138 million; and the gross profit margin dropped from 74.3% to 66.3%.

Although Dida Chuxing upgraded from a single carpooling platform to an integrated mobility platform in 2025 and launched a ride - hailing aggregation platform service, its dependence on the single carpooling business cannot be changed in the short term.

Since its listing, Dida Chuxing's stock price trend has fully reflected investors' expectations for the company's development. Dida's listing price was HK$6 per share, and it broke below the issue price on the opening day. Since then, the stock price has continued to decline. On April 7, 2025, it even briefly fell below HK$1 during intraday trading.

Currently, the relatively fixed ride - hailing market pattern in China has basically locked in Dida Chuxing's growth space. Didi has always maintained its leading position in the industry, and Gaode has rapidly risen with its traffic advantage in the aggregation model. It is difficult for small and medium - sized platforms to break through independently.

Squeezed between the two giants, Dida is in an awkward position. It cannot compete with Didi in terms of capacity, and its traffic cost and channel coverage are far inferior to Gaode. It is difficult to break through the growth bottleneck.

Joining Tongcheng is like a cure for Dida's traffic anxiety. Tongcheng relies on Tencent, and the huge traffic on WeChat is highly compatible with Dida's travel scenarios. After integrating into the Tongcheng ecosystem, Dida can get rid of the inefficient model of paid traffic acquisition, rely on accurate scenario - based traffic diversion, reduce operating costs, and improve platform efficiency.

For Tongcheng, acquiring Dida Chuxing is a business complement. It can make up for the short - board in inter - city travel, improve the full - link service, and strengthen its advantage in the sinking market.

The Best Ending

Joining Tongcheng may be the best ending for Dida's more than a decade of entrepreneurship.

In the era of capital - burning expansion in the mobility industry, Dida adhered to the light - asset and compliance - oriented route, survived the capital melee and regulatory reshuffle, maintained its position in the market, and completed an independent listing. However, it ultimately failed to break through the traffic barrier. This is also the common fate of small and medium - sized mobility platforms in China.

In 2014, the domestic shared mobility boom broke out. Didi and Kuaidi launched a subsidy war, and the ride - hailing market instantly became a red ocean.

At that time, Song Zhongjie was in a period of entrepreneurial confusion.

After graduating from Beijing Institute of Technology in 1989, he worked for multinational giants such as HP and Google. During his tenure at Google China, Song Zhongjie led the team responsible for Google's Chinese market channel business and was once known as the "Father of Google China's Channel Business."

In 2010, Google announced its withdrawal from the Chinese market, and Song Zhongjie left the company and started consecutive entrepreneurial ventures.

In July of that year, he founded a group - buying website, Dida Tuan, with several former Google colleagues, only 4 months later than the establishment of Meituan.

Soon, the "Thousand - Group War" in the group - buying industry began. Although Dida Tuan once ranked third in the industry, it still failed to break through the cruel industry competition and declared failure at the end of 2013.

One afternoon in January 2014, after a meeting in Beijing's Guomao area, Song Zhongjie wanted to take a taxi home. Due to the evening rush hour, he couldn't get a taxi. He noticed that there were empty seats in the private cars passing by and saw an opportunity in the carpooling business. A few months later, Dida Carpooling was officially launched.

Since then, regardless of the changes in the Chinese ride - hailing market, Dida has always adhered to the carpooling niche market, enabling it to gain a foothold between the giants.

In 2018, it was a crucial year for the entire carpooling industry. There were frequent safety accidents in the industry, and regulatory authorities took strict measures to rectify it. A large number of small and medium - sized platforms directly exited the market.

At this time, Dida increased its compliance construction against the trend, gave up short - term scale, and fully built a full - link safety risk control system, finally surviving the most severe industry clearance.

After surviving the regulatory winter, Dida started a long - term capitalization sprint. After filing the prospectus five times, it finally successfully listed on the Hong Kong Stock Exchange in June 2024, winning the title of "The First Share in the Shared Mobility Industry."

Listing also became a turning point in Dida Chuxing's growth. Caught between the two giants, Didi and Gaode, Dida, lacking underlying growth drivers, inevitably experienced a decline in performance and stock price.

Dida's decade - long ups and downs confirm the final logic of the mobility industry. Today, the core barriers in the market are no longer capacity and operational capabilities, but top - level traffic and consumption scenarios. Even if small and medium - sized mobility platforms survive the industry reshuffle and successfully list, they still cannot cross the ecological chasm of the giants.

This time, Dida's joining Tongcheng is a new starting point for it to break through the growth bottleneck and also sets an ending for many small and medium - sized ride - hailing platforms that have already listed or are striving to list.

This article is from the WeChat official account "Banma Consumption" (ID: banmaxiaofei), author: Ren Jianxin, published by 36Kr with authorization.