UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549 |
| |
| SCHEDULE
13G |
| |
Information to Be Included in Statements Filed
Pursuant to § 240.13d-1 (b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)* |
| |
| DiDi
Global Inc. |
| (Name
of Issuer) |
| |
| Class A
Ordinary Shares, par value of $0.00002 per share |
| (Title
of Class of Securities) |
| |
| G2758H
105 |
| (CUSIP
Number) |
| |
| December 31,
2022 |
| (Date
of Event Which Requires Filing of this Statement) |
| |
| Check
the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| |
| ¨
Rule 13d-1(b) |
| |
| ¨
Rule 13d-1(c) |
| |
| x
Rule 13d-1(d) |
| |
| * The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided
in a prior cover page. |
| |
| The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes). |
| 1 |
NAMES
OF REPORTING PERSONS
Will Wei Cheng |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
| 3 |
SEC
USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
People’s Republic of China |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE
VOTING POWER
92,408,067 (1) |
| 6 |
SHARED
VOTING POWER
26,152,107 (2) |
| 7 |
SOLE
DISPOSITIVE POWER
31,156,189 (3) |
| 8 |
SHARED
DISPOSITIVE POWER
109,276,198 (4) |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,384,741 (5) |
| 10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5%. (6) Represents
32.4% of the total outstanding voting power. (7) |
| 12 |
TYPE
OF REPORTING PERSON
IN |
| |
|
|
|
| (1) | Represents
(i) 18,693,713 Class B ordinary shares held by Xiaocheng Investments Limited (beneficially
owned by Will Wei Cheng, or Mr. Cheng, through a trust, of which Mr. Cheng is the
settlor and Mr. Cheng and his family members are the beneficiaries) that Mr. Cheng
has sole voting power over, (ii) 23,839,899 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 Limited, or Steady Prominent, that
Mr. Cheng has sole voting power over. |
| (2) | Represents
(i) 21,531,001 Class A ordinary shares held by Oriental Holding Investment Limited,
or Oriental Holding, and (ii) 4,621,106 Class A ordinary shares held by New Amigo
Holding Limited, or New Amigo. Each of Oriental Holding and New Amigo is ultimately owned
by a trust and Mr. Cheng may be deemed to beneficially own, in terms of voting power
by virtue of his 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 shares voting and disposal rights of the
shares held by the Oriental Holding and New Amigo with other members on the respective advisory
committees. |
| (3) | Represents
31,156,189 Class B ordinary shares held by Xiaocheng Investments Limited. |
| (4) | 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. Mr. Cheng may be deemed to beneficially own, in terms
of dispositive power, of the shares held by these entities by virtue of his membership on
the respective advisory committees of the trusts that wholly owns these entities. Mr. Cheng
shares disposal rights of the shares held by Oriental Holding, New Amigo and Steady Prominent
with other members on the respective advisory committees. |
| (5) | 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. The number of shares here represents the shares beneficially
owned by Mr. Cheng in terms of economic interest, which is not the same as the shares
that Mr. Cheng has voting or dispositive power over as illustrated in Notes (1) to
(4) above. |
| (6) | 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, 2022. |
| (7) | 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,
2022. Each holder of Class A ordinary shares is entitled to one vote per share and each
holder of Class B Shares is entitled to ten votes per share on all matters submitted
to them for a vote. |
| 1 |
NAMES
OF REPORTING PERSONS
Jean Qing Liu |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
| 3 |
SEC
USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Hong Kong, People’s Republic
of China |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE
VOTING POWER
48,767,668 (1) |
| 6 |
SHARED
VOTING POWER
26,152,107 (2) |
| 7 |
SOLE
DISPOSITIVE POWER
3,055,556 (3) |
| 8 |
SHARED
DISPOSITIVE POWER
109,276,198 (4) |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,172,128 (5) |
| 10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.6% (6). Represents
22.6% of the total outstanding voting power. (7) |
| 12 |
TYPE
OF REPORTING PERSON
IN |
| |
|
|
|
| (1) | Represents
(i) 3,055,556 Class B ordinary shares held by Investor Link Investments Limited
(beneficially owned by Jean Qing Liu, or Ms. Liu, through a trust, of which Ms. Liu
is the settlor and Ms. Liu and her family members are the beneficiaries), (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. |
| (2) | 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. Ms. Liu may be deemed to beneficially
own, in terms of voting power, of the shares held by these entities by virtue of her membership
on the respective advisory committees of the trusts that wholly owns these entities. Ms. Liu
shares voting and disposal rights of the shares held by Oriental Holding and New Amigo with
other members on the respective advisory committees. |
| (3) | Represents
3,055,556 Class B ordinary shares held by Investor Link Investments Limited. |
| (4) | 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. Ms. Liu may be deemed to beneficially own, in terms
of dispositive power, of the shares held by these entities by virtue of her membership on
the respective advisory committees of the trusts that wholly owns these entities. Ms. Liu
shares disposal rights of the shares held by Oriental Holding, New Amigo and Steady Prominent
with other members on the respective advisory committees. |
| (5) | 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. The number of shares here represents the shares beneficially
owned by Ms. Liu in terms of economic interest, which is not the same as the shares
that Ms. Liu has voting or dispositive power over as illustrated in Notes (1) to
(4) above. |
| (6) | 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, 2022. |
| (7) | 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,
2022. Each holder of Class A ordinary shares is entitled to one vote per share and each
holder of Class B Shares is entitled to ten votes per share on all matters submitted
to them for a vote. |
| 1 |
NAMES
OF REPORTING PERSONS
Stephen Jingshi Zhu |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
| 3 |
SEC
USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Hong Kong, People’s Republic
of China |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE
VOTING POWER
0 |
| 6 |
SHARED
VOTING POWER
26,152,107 (1) |
| 7 |
SOLE
DISPOSITIVE POWER
0 |
| 8 |
SHARED
DISPOSITIVE POWER
109,276,198 (2) |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,620,410 (3) |
| 10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.8%. (4) Represents
1.2% of the total outstanding voting power. (5) |
| 12 |
TYPE
OF REPORTING PERSON
IN |
| |
|
|
|
| (1) | 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. Stephen Jingshi Zhu (“Mr. Zhu”)
may be deemed to beneficially own, in terms of voting power, of the shares held by these
entities, by virtue of his membership on the respective advisory committees of the trusts
that wholly owns these entities. Mr. Zhu shares voting and disposal rights of the shares
held by Oriental Holding and New Amigo with other members on the respective advisory committees. |
| (2) | 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. Mr. Zhu may be deemed to beneficially own, in terms
of dispositive power of the shares held by these entities by virtue of his membership on
the respective advisory committees of the trusts that wholly owns these entities. Mr. Zhu
shares disposal rights of the shares held by Oriental Holding, New Amigo and Steady Prominent
with other members on the respective advisory committee. |
| (3) | 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. The number of shares here represents the shares beneficially owned by Mr. Zhu
in terms of economic interest, which is not the same as the shares that Mr. Zhu has
voting or dispositive power over as illustrated in Notes (1) and (2) above. |
| (4) | 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, 2022. |
| (5) | 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,
2022. Each holder of Class A ordinary shares is entitled to one vote per share and each
holder of Class B Shares is entitled to ten votes per share on all matters submitted
to them for a vote. |
| 1 |
NAMES
OF REPORTING PERSONS
Xiaocheng Investments Limited |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b)
¨ |
| 3 |
SEC
USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
British Virgin Islands |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE
VOTING POWER
31,156,189 |
| 6 |
SHARED
VOTING POWER
0 |
| 7 |
SOLE
DISPOSITIVE POWER
31,156,189 |
| 8 |
SHARED
DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,156,189 |
| 10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.6%.* The voting power of the shares
beneficially owned represent 13.7% 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, 2022.
** 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, 2022. 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 |
NAMES
OF REPORTING PERSONS
Investor Link Investments Limited |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b)
¨ |
| 3 |
SEC
USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
British Virgin Islands |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE
VOTING POWER
3,055,556 |
| 6 |
SHARED
VOTING POWER
0 |
| 7 |
SOLE
DISPOSITIVE POWER
3,055,556 |
| 8 |
SHARED
DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,055,556 |
| 10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%.* The voting power of the shares
beneficially owned represent 1.3% 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, 2022.
** 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, 2022. 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 |
NAMES
OF REPORTING PERSONS
Steady Prominent Limited |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b)
¨ |
| 3 |
SEC
USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
British Virgin Islands |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE
VOTING POWER
83,124,091 |
| 6 |
SHARED
VOTING POWER
0 |
| 7 |
SOLE
DISPOSITIVE POWER
83,124,091 |
| 8 |
SHARED
DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
83,124,091 |
| 10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.8%.* The voting power of the shares
beneficially owned represent 36.6% 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, 2022.
** 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, 2022. 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 |
NAMES
OF REPORTING PERSONS
Oriental Holding Investment Limited |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b)
¨ |
| 3 |
SEC
USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
British Virgin Islands |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE
VOTING POWER
21,531,001 |
| 6 |
SHARED
VOTING POWER
0 |
| 7 |
SOLE
DISPOSITIVE POWER
21,531,001 |
| 8 |
SHARED
DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,531,001 |
| 10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.8%. *The voting power of the shares
beneficially owned represent 0.9% 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, 2022.
** 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, 2022. 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 |
NAMES
OF REPORTING PERSONS
New Amigo Holding Limited |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b)
¨ |
| 3 |
SEC
USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
British Virgin Islands |
| 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, 2022.
** 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, 2022. 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, 2022. The table below is prepared
based on 1,214,505,793 ordinary shares (consisting of 1,097,169,957 Class A ordinary shares and 117,335,836 Class B ordinary
shares) of the Issuer outstanding as of December 31, 2022.
| 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 | % | |
| 32.4 | % | |
| 92,408,067 | (2) | |
| 26,152,107 | (3) | |
| 31,156,189 | (4) | |
| 109,276,198 | (5) |
| Jean
Qing Liu | |
| 19,172,128 | (6) | |
| 1.6 | % | |
| 22.6 | % | |
| 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 | % | |
| 13.7 | % | |
| 31,156,189 | | |
| 0 | | |
| 31,156,189 | | |
| 0 | |
| Investor
Link Investments Limited | |
| 3,055,556 | (6) | |
| 0.3 | % | |
| 1.3 | % | |
| 3,055,556 | | |
| 0 | | |
| 3,055,556 | | |
| 0 | |
| Steady
Prominent Limited | |
| 83,124,091 | (2) | |
| 6.8 | % | |
| 36.6 | % | |
| 83,124,091 | | |
| 0 | | |
| 83,124,091 | | |
| 0 | |
| Oriental
Holding Investment Limited | |
| 21,531,001 | (3) | |
| 1.8 | % | |
| 0.9 | % | |
| 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, 2022. |
| ** | 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,
2022. 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) 23,839,899 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: March 15, 2023
| 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/ Hui Wai
Ling |
|
|
Name: |
Hui Wai Ling |
|
|
Title: |
Authorized signatory of S.B. Vanwall Ltd. |
| |
|
|
| |
|
|
| Oriental Holding Investment Limited |
|
By: S.B. Vanwall Ltd., its sole director |
| |
|
|
|
|
By: |
/s/ Hui Wai
Ling |
|
|
Name: |
Hui Wai Ling |
|
|
Title: |
Authorized signatory of S.B. Vanwall Ltd. |
| |
|
|
| |
|
|
| New Amigo Holding Limited |
|
By: S.B. Vanwall Ltd., its sole director |
| |
|
|
|
|
By: |
/s/ Hui Wai
Ling |
|
|
Name: |
Hui Wai Ling |
|
|
Title: |
Authorized signatory of S.B. Vanwall Ltd. |
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