* The percentage of class of securities is calculated
by dividing the ordinary shares beneficially owned by the Reporting Person in terms of economic interests by the sum of the total number
of ordinary shares outstanding as of December 31, 2021.
** The percentage of voting power is calculated by
dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the Issuer’s holders of Class A
ordinary shares and Class B ordinary shares as a single class as of December 31, 2021. Each holder of Class A ordinary shares
is entitled to one vote per share and each holder of Class B ordinary shares is entitled to ten votes per share on all matters submitted
to them for a vote.
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
|
5
|
SOLE VOTING POWER
4,621,106
|
|
6
|
SHARED VOTING POWER
0
|
|
7
|
SOLE DISPOSITIVE POWER
4,621,106
|
|
8
|
SHARED DISPOSITIVE POWER
0
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,621,106
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4%.* The voting power of the shares beneficially owned represent 0.2% of the total outstanding voting power. **
|
|
12
|
TYPE OF REPORTING PERSON
CO
|
* The percentage of class of securities is calculated
by dividing the ordinary shares beneficially owned by the Reporting Person in terms of economic interests by the sum of the total number
of ordinary shares outstanding as of December 31, 2021.
** The percentage of voting power is calculated by
dividing the voting power beneficially owned by the Reporting Person by the voting power of all of the Issuer’s holders of Class A
ordinary shares and Class B ordinary shares as a single class as of December 31, 2021. Each holder of Class A ordinary shares
is entitled to one vote per share and each holder of Class B ordinary shares is entitled to ten votes per share on all matters submitted
to them for a vote.
|
|
ITEM 1(a).
|
NAME OF ISSUER:
|
DiDi Global Inc.
|
|
ITEM 1(b).
|
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
|
No. 1 Block B, Shangdong Digital Valley
No. 8 Dongbeiwang West Road
Haidian District, Beijing
People’s Republic of China
|
|
ITEM 2(a).
|
NAME OF PERSON FILING:
|
Will Wei Cheng
Jean Qing Liu
Stephen Jingshi Zhu
Xiaocheng Investments Limited
Investor Link Investments Limited
Steady Prominent Limited
Oriental Holding Investment Limited
New Amigo Holding Limited
|
|
ITEM 2(b).
|
ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:
|
Will Wei Cheng
DiDi Global Inc.
No. 1 Block B, Shangdong Digital Valley
No. 8 Dongbeiwang West Road
Haidian District, Beijing
People’s Republic of China
Jean Qing Liu
DiDi Global Inc.
No. 1 Block B, Shangdong Digital Valley
No. 8 Dongbeiwang West Road
Haidian District, Beijing
People’s Republic of China
Stephen Jingshi Zhu
DiDi Global Inc.
No. 1 Block B, Shangdong Digital Valley
No. 8 Dongbeiwang West Road
Haidian District, Beijing
People’s Republic of China
Xiaocheng Investments Limited
Sertus Incorporation (BVI) Limited
Sertus Chambers, P.O. Box 905
Quastisky Building, Road Town, Tortola
British Virgin Islands
Investor Link Investments Limited
Vistra Corporate Services Centre
Wickhams Cay II, Road Town
Tortola, VG1110
British Virgin Islands
Steady Prominent Limited
Sertus Chambers, P.O. Box 905
Quastisky Building
Road Town, Tortola
British Virgin Islands
Oriental Holding Investment Limited
Coastal Building, Wickham’s Cay II
P.O. Box 2221, Road Town, Tortola
British Virgin Islands
New Amigo Holding Limited
Coastal Building, Wickham’s Cay II
P.O. Box 2221, Road Town, Tortola
British Virgin Islands
Will Wei Cheng – People’s Republic of China
Jean Qing Liu – Hong Kong, People’s Republic
of China
Stephen Jingshi Zhu – Hong Kong, People’s Republic
of China
Xiaocheng Investments Limited – British Virgin Islands
Investor Link Investments Limited – British Virgin
Islands
Steady Prominent Limited – British Virgin Islands
Oriental Holding Investment Limited – British Virgin
Islands
New Amigo Holding Limited – British Virgin Islands
|
|
ITEM 2(d).
|
TITLE OF CLASS OF SECURITIES:
|
Ordinary shares, par value of $0.00002
per share
The Issuer’s ordinary shares consist of Class A ordinary
shares and Class B ordinary shares. Holders of Class A ordinary shares and
Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A ordinary share is entitled
to one vote, and each Class B ordinary share is entitled to ten votes. Each Class B ordinary share is convertible at the option
of the holder into one Class A ordinary share, whereas Class A ordinary
shares are not convertible into Class B ordinary shares under any circumstances.
G2758H 105
|
|
ITEM 3.
|
If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c),
check whether the persons filing is a:
|
Not applicable
The following information with respect to the ownership
of the ordinary shares of par value of $0.00002 per share of the Issuer
by each of the reporting persons is provided as of December 31, 2021. The table below is prepared based on 1,205,810,369 ordinary shares (consisting of 1,088,474,533 Class A ordinary shares and 117,335,836
Class B ordinary shares) of the Issuer outstanding as of December 31, 2021.
|
Reporting Person
|
|
Amount
beneficially
owned in
terms of
economic
interests:
|
|
|
Percent of
class*:
|
|
|
Percent of
aggregate
voting
power**:
|
|
|
Sole power to
vote or direct
the vote:
|
|
|
Shared
power to vote
or to direct the vote:
|
|
|
Sole power to dispose or to direct the
disposition
of:
|
|
|
Shared
power to
dispose or to
direct the
disposition
of:
|
|
|
Will Wei Cheng
|
|
|
78,384,741
|
(1)
|
|
|
6.5
|
%
|
|
|
34.3
|
%
|
|
|
132,849,135
|
(2)
|
|
|
26,152,107
|
(3)
|
|
|
31,156,189
|
(4)
|
|
|
109,276,198
|
(5)
|
|
Jean Qing Liu
|
|
|
19,172,128
|
(6)
|
|
|
1.6
|
%
|
|
|
22.7
|
%
|
|
|
48,767,668
|
(7)
|
|
|
26,152,107
|
(3)
|
|
|
3,055,556
|
(8)
|
|
|
109,276,198
|
(5)
|
|
Stephen Jingshi Zhu
|
|
|
9,620,410
|
(9)
|
|
|
0.8
|
%
|
|
|
1.2
|
%
|
|
|
0
|
|
|
|
26,152,107
|
(3)
|
|
|
0
|
|
|
|
109,276,198
|
(5)
|
|
Xiaocheng Investments Limited
|
|
|
31,156,189
|
(1)
|
|
|
2.6
|
%
|
|
|
13.8
|
%
|
|
|
31,156,189
|
|
|
|
0
|
|
|
|
31,156,189
|
|
|
|
0
|
|
|
Investor Link Investments Limited
|
|
|
3,055,556
|
(6)
|
|
|
0.3
|
%
|
|
|
1.4
|
%
|
|
|
3,055,556
|
|
|
|
0
|
|
|
|
3,055,556
|
|
|
|
0
|
|
|
Steady Prominent Limited
|
|
|
83,124,091
|
(2)
|
|
|
6.9
|
%
|
|
|
36.8
|
%
|
|
|
83,124,091
|
|
|
|
0
|
|
|
|
83,124,091
|
|
|
|
0
|
|
|
Oriental Holding Investment Limited
|
|
|
21,531,001
|
(3)
|
|
|
1.8
|
%
|
|
|
1.0
|
%
|
|
|
21,531,001
|
|
|
|
0
|
|
|
|
21,531,001
|
|
|
|
0
|
|
|
New Amigo Holding Limited
|
|
|
4,621,106
|
(3)
|
|
|
0.4
|
%
|
|
|
0.2
|
%
|
|
|
4,621,106
|
|
|
|
0
|
|
|
|
4,621,106
|
|
|
|
0
|
|
|
|
*
|
The percentage of class of securities is calculated by dividing the number of shares beneficially owned by the Reporting Person in
terms of economic interests by the sum of the total number of ordinary shares outstanding as of December 31, 2021.
|
|
|
**
|
The percentage of voting power is calculated by dividing the voting power beneficially owned by the Reporting Person by the voting
power of all of the Issuer’s holders of Class A ordinary shares and Class B ordinary shares as a single class as of December 31,
2021. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled
to ten votes per share on all matters submitted to them for a vote.
|
|
|
(1)
|
Represents (i) 31,156,189 Class B ordinary shares held by Xiaocheng Investments Limited, and (ii) 47,228,552 Class B ordinary shares
held by Steady Prominent in which Mr. Cheng has an indirect economic interest.
|
Xiaocheng Investments Limited is beneficially
owned by Mr. Cheng through a trust, of which Mr. Cheng is the settlor and Mr. Cheng and his family members are the beneficiaries.
|
|
(2)
|
Represents (i) 18,693,713 Class B ordinary shares held by Xiaocheng Investments Limited that Mr. Cheng has sole voting power over,
(ii) 64,280,967 Class A ordinary shares held by certain existing shareholders who have granted voting proxies to Mr. Cheng, and (iii)
49,874,455 Class B ordinary shares held by Steady Prominent that Mr. Cheng has sole voting power over.
|
Mr. Cheng has granted a voting proxy to
Ms. Liu in connection with 12,462,476 Class B ordinary shares held by Xiaocheng Investments Limited, and Mr. Cheng’s beneficial
ownership in terms of voting power does not take into account the portion of the shares that are subject to such voting proxy.
Steady Prominent is ultimately wholly
owned by a trust and the advisory committee of the trust, current members being Mr. Cheng, Ms. Liu and Mr. Zhu, has the sole power to
make all decisions relating to the voting and disposal of the shares held by Steady Prominent. Mr. Cheng, Ms. Liu and Mr. Zhu have agreed
to certain proxy and voting arrangements in connection with their respective voting power over the shares held by Steady Prominent.
|
|
(3)
|
Represents (i) 21,531,001 Class A ordinary shares held by Oriental Holding, and (ii) 4,621,106 Class A ordinary shares held by New
Amigo. Each of Mr. Cheng, Ms. Liu and Mr. Zhu may be deemed to beneficially own, in terms of voting power, by virtue of his/her membership
on the respective advisory committees of such trusts, which have the sole power to make all decisions relating to the voting and disposal
of the shares held by Oriental Holding and New Amigo. Mr. Cheng, Ms. Liu and Mr. Zhu share voting rights of the shares held by Oriental
Holding and New Amigo with each other as current members of the advisory committees.
|
|
|
(4)
|
Represents 31,156,189 Class B ordinary shares held by Xiaocheng Investments Limited that Mr. Cheng has sole dispositive power over.
|
|
|
(5)
|
Represents (i) 21,531,001 Class A ordinary shares held by Oriental Holding, (ii) 4,621,106 Class A ordinary shares held by New Amigo,
and (iii) 83,124,091 Class B ordinary shares held by Steady Prominent. Each of Mr. Cheng, Ms. Liu and Mr. Zhu may be deemed to beneficially
own, in terms of dispositive power, of the shares held by these entities by virtue of his/her membership on the respective advisory committees
of the trusts that wholly owns these entities. Mr. Cheng, Ms. Liu and Mr. Zhu share disposal rights of the shares held by Oriental Holding,
New Amigo and Steady Prominent with each other as current members of the advisory committees.
|
|
|
(6)
|
Represents (i) 3,055,556 Class B ordinary shares held by Investor Link Investments Limited, and (ii) 16,116,572 Class B ordinary shares
held by Steady Prominent in which Ms. Liu has an indirect economic interest.
|
Investor Link Investments Limited is beneficially
owned by Ms. Liu through a trust, of which Ms. Liu is the settlor and Ms. Liu and her family members are the beneficiaries.
|
|
(7)
|
Represents (i) 3,055,556 Class B ordinary shares held by Investor Link Investments Limited, (ii) 12,462,476 Class B ordinary shares
held by Xiaocheng Investments Limited over which Mr. Cheng has granted a voting proxy to Ms. Liu, and (iii) 33,249,636 Class B ordinary
shares held by Steady Prominent that Ms. Liu has sole voting power over.
|
|
|
(8)
|
Represents 3,055,556 Class B ordinary shares held by Investor Link Investments Limited.
|
|
|
(9)
|
Represents 9,620,410 Class B ordinary shares held by Steady Prominent in which Mr. Zhu has an indirect economic interest. However,
Mr. Zhu does not hold voting power of such shares because he has granted Mr. Cheng and Ms. Liu proxies to vote such shares on his behalf.
|
|
|
ITEM 5.
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
|
Not applicable
|
|
ITEM 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
|
Not applicable
|
|
ITEM 7.
|
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
OR CONTROL PERSON
|
Not applicable
|
|
ITEM 8.
|
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
|
Not applicable
|
|
ITEM 9.
|
NOTICE OF DISSOLUTION OF GROUP
|
Not applicable
Not applicable
LIST OF EXHIBITS
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2022
|
Will Wei Cheng
|
/s/ Will Wei Cheng
|
|
|
|
|
|
Jean Qing Liu
|
/s/ Jean Qing Liu
|
|
|
|
|
|
Stephen Jingshi Zhu
|
/s/ Stephen Jingshi Zhu
|
|
|
|
|
|
Xiaocheng Investments Limited
|
By:
|
/s/ Will Wei Cheng
|
|
|
Name: Will Wei Cheng
|
|
|
Title: Director
|
|
|
|
|
|
Investor Link Investments Limited
|
By:
|
/s/ Jean Qing Liu
|
|
|
Name: Jean Qing Liu
|
|
|
Title: Director
|
|
|
|
|
|
Steady Prominent Limited
|
By: S.B. Vanwall Ltd., its sole director
|
|
|
|
|
|
By:
|
/s/ Yeu Chi Fai (Rito Yeu)
|
|
|
Name: Yeu Chi Fai (Rito Yeu)
|
|
|
Title: Authorized signatory
|
|
|
|
|
|
Oriental Holding Investment Limited
|
By: S.B. Vanwall Ltd., its sole director
|
|
|
|
|
|
By:
|
/s/ Yeu Chi Fai (Rito Yeu)
|
|
|
Name: Yeu Chi Fai (Rito Yeu)
|
|
|
Title: Authorized signatory
|
|
|
|
|
|
New Amigo Holding Limited
|
By: S.B. Vanwall Ltd., its sole director
|
|
|
|
|
|
|
By:
|
/s/ Yeu Chi Fai (Rito Yeu)
|
|
|
Name: Yeu Chi Fai (Rito Yeu)
|
|
|
Title: Authorized signatory
|
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