Securities Registration: Employee Benefit Plan (s-8)
January 20 2022 - 7:58AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on January 20, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
DiDi Global Inc.
(Exact name of registrant as specified in its
charter)
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Cayman Islands
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Not Applicable
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification Number)
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No. 1 Block B, Shangdong Digital Valley
No. 8 Dongbeiwang West Road
Haidian District, Beijing
People’s Republic of China
(Address of Principal Executive
Offices and Zip Code)
2017 Equity Incentive
Plan
2021
Share Incentive Plan
(Full title of the plan)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, NY 10168
+1 (800) 221-0102
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ¨
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Accelerated filer ¨
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Non-accelerated filer x
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Smaller reporting company ¨
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Emerging growth company ¨
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
Copies to:
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Alan Yue Zhuo
Chief Financial Officer
DiDi Global Inc.
No. 1 Block B, Shangdong Digital Valley
No. 8 Dongbeiwang West Road
Haidian District, Beijing
People’s Republic of China
+86 10-8304-3181
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Z. Julie Gao, Esq.
Skadden, Arps, Slate, Meagher & Flom
LLP
c/o 42/F, Edinburgh Tower, The Landmark
15 Queen’s Road Central
Hong Kong
+852 3740-4700
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Haiping Li, Esq.
Skadden, Arps, Slate, Meagher & Flom
LLP
46/F, Jing An Kerry Center, Tower II
1539 Nanjing West Road, Shanghai 200040
People’s Republic of China
+86 (21) 6193-8200
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Calculation
of Registration Fee
Title
of securities to be
registered(1)
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Amount
to be
registered(2)
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Proposed
maximum
offering price per share
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Proposed
maximum
aggregate offering price
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Amount of registration
fee
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Class
A ordinary shares, par value US$0.00002 per share
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53,445,676
(3)
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$4.8138
(3)
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$257,276,795.13
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$23,849.56
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Class
A ordinary shares, par value US$0.00002 per share
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8,656,401
(4)
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$18.2400
(4)
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$157,892,754.24
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$14,636.66
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Class
A ordinary shares, par value US$0.00002 per share
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111,094,015
(5)
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$18.2400
(5)
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$2,026,354,833.60
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$187,843.09
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Total
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173,196,092
(6)
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—
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$2,441,524,382.97
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$226,329.31
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(1)
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These shares may be represented by the Registrant’s American Depositary Shares, or ADSs. Four ADSs represent one Class A
ordinary share of the Registrant, par value US$0.00002 per share. The Registrant’s ADSs issuable upon deposit of the Class A
ordinary shares registered hereby have been registered under a separate registration statement on Form F-6 (333-257342).
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(2)
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Represents Class A ordinary shares issuable upon vesting or exercise of awards granted under the 2017 Equity Incentive Plan (the
“2017 Plan”) and the 2021 Share Incentive Plan of the Registrant (the “2021 Plan”). Pursuant to Rule 416(a) under
the Securities Act of 1933, as amended (the “Securities Act”), this registration statement is deemed to cover an indeterminate
number of additional shares which may be offered and issued to prevent dilution from share splits, share dividends, or similar transactions
as provided in the 2017 or the 2021 Plan. Any Class A ordinary shares covered by an award granted under the 2017 Plan or the 2021
Plan (or portion of an award) that terminates, expires, or lapses for any reason will be deemed not to have been issued for purposes of
determining the maximum aggregate number of Class A ordinary shares that may be issued under the 2017 Plan or the 2021 Plan.
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(3)
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The amount to be registered represents Class A ordinary shares issuable upon exercise of outstanding options granted under the
2017 Plan and the 2021 Plan and the corresponding proposed maximum offering price per share represents the weighted average exercise price
of these outstanding options.
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(4)
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The amount to be registered represents restricted share
units or other awards granted under the 2017 Plan and the 2021 Plan and the corresponding proposed maximum offering price per share,
which is estimated solely for the purposes of calculating the registration fee under Rule 457(c) and Rule 457(h) under
the Securities Act, is based on the average of the high and low prices for the Registrant’s ADSs as quoted on the New York Stock
Exchange on January 14, 2022, adjusted for ADS to Class A ordinary share ratio.
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(5)
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These Class A ordinary shares are reserved for future award grants under the 2017 Plan and the 2021 Plan. The number of Class A
ordinary shares available for issuance under the 2021 Plan has been estimated for the purposes of calculating the amount of the registration
fee. The proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under
Rule 457(c) and Rule 457(h) under the Securities Act, is based on the average of the high and low prices for the Registrant’s
ADSs as quoted on the New York Stock Exchange on January 14, 2022, adjusted for ADS to Class A ordinary share ratio.
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(6)
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Any Class A ordinary shares covered by an award granted under the 2017 Plan or the 2021 Plan (or portion of an award) that terminates,
expires or lapses for any reason will be deemed not to have been issued for purposes of determining the maximum aggregate number of Class A
ordinary shares that may be issued under the 2017 Plan or the 2021 Plan.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
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Item 1.
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Plan Information*
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Item 2.
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Registrant Information
and Employee Plan Annual Information*
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* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this registration statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8.
The documents containing information specified in this Part I will be separately provided to the participants covered by the 2017
Plan and the 2021 Plan, as specified by Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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Item 3.
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Incorporation of Documents by Reference
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The following documents previously filed by DiDi
Global Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) are incorporated
by reference herein:
All documents subsequently filed by the Registrant
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
after the date of this registration statement and prior to the filing of a post-effective amendment to this registration statement which
indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents. Any statement
in a document incorporated or deemed to be incorporated by reference in this registration statement will be deemed to be modified or superseded
to the extent that a statement contained in this registration statement or in any other later filed document that also is or is deemed
to be incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded will not be deemed,
except as so modified or superseded, to be a part of this registration statement.
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Item 4.
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Description of Securities
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Not applicable.
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Item 5.
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Interests of Named Experts and Counsel
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Not applicable.
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Item 6.
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Indemnification of Directors and Officers
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Cayman Islands law does not limit the extent to
which a company’s articles of association may provide for indemnification of directors and officers, except to the extent any such
provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud
or the consequences of committing a crime. The Registrant’s eleventh amended and restated articles of association, adopted by its
shareholders on June 24, 2021 and effective immediately prior to the completion of the initial public offering of the Registrant’s
ADSs representing its Class A ordinary shares, provides that the Registrant shall indemnify its directors and officers (each an indemnified
person) against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such indemnified
person, other than by reason of such person’s own dishonesty, willful default or fraud, in or about the conduct of the Registrant’s
business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of their duties, powers, authorities
or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by
such persons in defending (whether successfully or otherwise) any civil proceedings concerning the Registrant or its affairs in any court
whether in the Cayman Islands or elsewhere.
Pursuant to the indemnification agreement, the
form of which was filed as Exhibit 10.2 to the Registrant’s registration statement on Form F-1, as amended (File No. 333-256977),
the Registrant has agreed to indemnify its directors and executive officers against certain liabilities and expenses incurred by such
persons in connection with claims made by reason of their being directors or officers of
the Registrant.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions,
the Registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
The Registrant also maintains a directors and officers
liability insurance policy for its directors and officers.
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Item 7.
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Exemption from Registration Claimed
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Not applicable.
See the Index to Exhibits attached hereto.
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(a)
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The undersigned Registrant hereby undertakes:
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(1)
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To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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(i)
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to include any prospectus required by Section 10(a)(3) of the Securities Act;
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(ii)
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to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth
in this registration statement; and
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(iii)
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to include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to that information in the registration statement;
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provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement;
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(2)
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That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
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(3)
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To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
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(b)
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The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated
by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c)
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Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication
of such issue.
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EXHIBIT INDEX
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Exhibit Number
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Description
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4.1
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Eleventh Amended and Restated Memorandum and Articles of Association of the Registrant, (incorporated herein by reference to Exhibit 3.2 to the Registrant’s registration statement on Form F-1, as amended (File No. 333-256977))
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4.2
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Registrant’s Specimen Certificate for Class A Ordinary Shares (incorporated herein by reference to Exhibit 4.2 to the Registrant’s registration statement on Form F-1, as amended (File No. 333-256977))
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4.3*
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Deposit Agreement, among the Registrant, Deutsche Bank Trust Company Americas, as depositary, and holders and beneficial owners of American Depositary Shares evidenced by American Depositary Receipts issued thereunder, dated June 29, 2021
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5.1*
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Opinion of Maples and Calder (Hong Kong) LLP, Cayman Islands counsel to the Registrant, regarding the legality of the Class A Ordinary Shares being registered
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10.1
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2017 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Registrant’s registration statement on Form F-1, as amended (File No. 333-256977))
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10.2
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2021 Share Incentive Plan (incorporated herein by reference to Exhibit 10.12 to the Registrant’s registration statement on Form F-1, as amended (File No. 333-256977))
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23.1*
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Consent of PricewaterhouseCoopers Zhong Tian LLP, an independent registered public accounting firm
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23.2*
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Consent of Maples and Calder (Hong Kong) LLP (included in Exhibit 5.1)
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24.1*
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Power of Attorney (included on signature page hereto)
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* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Beijing,
China, on January 20, 2022.
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DiDi Global Inc.
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By:
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/s/ Will Wei Cheng
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Name:
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Will Wei Cheng
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Title:
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Chairman of the Board of Directors and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below constitutes and appoints, severally and not jointly, each of Will
Wei Cheng, Jean Qing Liu and Stephen Jingshi Zhu, with full power to act alone, as his or her true and lawful attorney-in-fact,
with the power of substitution, for and in such person’s name, place, and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact full power
and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all intents and purposes as
he or she might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities on January 20, 2022.
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Signature
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Title
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/s/ Will Wei Cheng
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Chairman and Chief Executive Officer (Principal Executive Officer)
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Will Wei Cheng
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/s/ Jean Qing Liu
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Director and President
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Jean Qing Liu
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/s/ Stephen Jingshi Zhu
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Director, Senior Vice President and Chief Executive Officer of International Business Group
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Stephen Jingshi Zhu
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/s/ Martin Chi Ping Lau
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Director
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Martin Chi Ping Lau
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/s/ Adrian Perica
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Director
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Adrian Perica
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/s/ Yi Zhang
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Director
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Yi Zhang
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/s/ Gaofei Wang
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Director
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Gaofei Wang
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/s/ Yusuo Wang
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Director
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Yusuo Wang
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/s/ Alan Yue Zhuo
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Chief Financial Officer (Principal Financial and Accounting Officer)
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Alan Yue Zhuo
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE
UNITED STATES
Pursuant to the Securities Act of 1933, the undersigned,
the duly authorized representative in the United States of DiDi Global Inc. has signed this
registration statement or amendment thereto in New York, New York on January 20, 2022.
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Authorized U.S. Representative
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Cogency Global Inc.
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By:
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/s/ Colleen A. De Vries
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Name:
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Colleen A. De Vries
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Title:
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Senior Vice President
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