Sec Form 13G Filing - Xu Xiaoping filing for EHANG HLDGS LTD ADS REPSTG CL (EH) - 2020-02-11

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 disclosures provided in a prior cover page.

CUSIP number 26853E 102 has been assigned to the American depositary shares (“ADSs”) of the Issuer, which are quoted on The Nasdaq Global Market under the symbol “EH.” Each ADS represents two Class A ordinary shares of the Issuer. No CUSIP has been assigned to the Issuer’s Class A ordinary shares.

  Name of Reporting Person

  Zhen Partners Fund II, L.P.

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Cayman Islands

Number of

Shares

  Beneficially  

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  7,556,187⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  7,556,187⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  7,556,187⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented by Amount in Row 9

  7.6%⁽²⁾ (or 1.5%⁽²⁾ of the aggregate voting power)

  Type of Reporting Person

  PN

Represents 7,556,187 ordinary shares held by Zhen Partners Fund II, L.P. The general partner of Zhen Partners Fund II, L.P. is Zhen Partners Management (MTGP) II, L.P., whose general partner is Zhen Partners Management (TTGP) II, Ltd. Zhen International Ltd, wholly owned by Rosy Glow Holdings Limited, holds a 51% equity interest in Zhen Partners Management (TTGP) II, Ltd. Best Belief PTC Limited, trustee of The Best Belief Family Trust, holds a 100% equity interest in Rosy Glow Holdings Limited. Mr. Xu Xiao Ping is the settlor of the Best Belief Family Trust and has the shared voting and investment control over these shares.

The beneficial ownership percentage is calculated based on 99,676,731 ordinary shares of the Issuer as a single class, being the sum of (i) 54,254,068 Class A ordinary shares issued and outstanding as of December 11, 2019, and (ii) 45,422,663 Class B ordinary shares issued and outstanding as of December 11, 2019, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on December 12, 2019. The voting power of the shares beneficially owned represented 1.5% of the total outstanding voting power.

  Name of Reporting Person

  Zhen Partners Management (MTGP) II, L.P.

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Cayman Islands

Number of

Shares

  Beneficially  

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  7,556,187⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  7,556,187⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  7,556,187⁽¹⁾

  Check if the Aggregate Amount in Row ( 9) Excludes Certain Shares

  ☐

  Percent of Class Represented by Amount in Row 9

  7.6%⁽²⁾ (or 1.5%⁽²⁾ of the aggregate voting power)

  Type of Reporting Person

  PN

Represents 7,556,187 ordinary shares held by Zhen Partners Fund II, L.P. The general partner of Zhen Partners Fund II, L.P. is Zhen Partners Management (MTGP) II, L.P., whose general partner is Zhen Partners Management (TTGP) II, Ltd. Zhen International Ltd, wholly owned by Rosy Glow Holdings Limited, holds a 51% equity interest in Zhen Partners Management (TTGP) II, Ltd. Best Belief PTC Limited, trustee of The Best Belief Family Trust, holds a 100% equity interest in Rosy Glow Holdings Limited. Mr. Xu Xiao Ping is the settlor of the Best Belief Family Trust and has the shared voting and investment control over these shares.

The beneficial ownership percentage is calculated based on 99,676,731 ordinary shares of the Issuer as a single class, being the sum of (i) 54,254,068 Class A ordinary shares issued and outstanding as of December 11, 2019, and (ii) 45,422,663 Class B ordinary shares issued and outstanding as of December 11, 2019, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on December 12, 2019. The voting power of the shares beneficially owned represented 1.5% of the total outstanding voting power.

  Name of Reporting Person

  Zhen Partners Management (TTGP) II, Ltd.

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Cayman Islands

Number of

Shares

  Beneficially  

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  7,556,187⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  7,556,187⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  7,556,187⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented by Amount in Row 9

  7.6%⁽²⁾ ( or 1.5%⁽²⁾ of the aggregate voting power)

  Type of Reporting Person

  OO

Represents 7,556,187 ordinary shares held by Zhen Partners Fund II, L.P. The general partner of Zhen Partners Fund II, L.P. is Zhen Partners Management (MTGP) II, L.P., whose general partner is Zhen Partners Management (TTGP) II, Ltd. Zhen International Ltd, wholly owned by Rosy Glow Holdings Limited, holds a 51% equity interest in Zhen Partners Management (TTGP) II, Ltd. Best Belief PTC Limited, trustee of The Best Belief Family Trust, holds a 100% equity interest in Rosy Glow Holdings Limited. Mr. Xu Xiao Ping is the settlor of the Best Belief Family Trust and has the shared voting and investment control over these shares.

The beneficial ownership percentage is calculated based on 99,676,731 ordinary shares of the Issuer as a single class, being the sum of (i) 54,254,068 Class A ordinary shares issued and outstanding as of December 11, 2019, and (ii) 45,422,663 Class B ordinary shares issued and outstanding as of December 11, 2019, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on December 12, 2019. The voting power of the shares beneficially owned represented 1.5% of the total outstanding voting power.

  Name of Reporting Person

  Zhen International Ltd

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  British Virgin Islands

Number of

Shares

  Beneficially  

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  7,556,187⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  7,556,187⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  7,556,187⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented by Amount in Row 9

  7.6%⁽²⁾ (or 1.5%⁽²⁾ of the aggregate voting power)

  Type of Reporting Person

  OO

Represents 7,556,187 ordinary shares held by Zhen Partners Fund II, L.P. The general partner of Zhen Partners Fund II, L.P. is Zhen Partners Management (MTGP) II, L.P., whose general partner is Zhen Partners Management (TTGP) II, Ltd. Zhen International Ltd, wholly owned by Rosy Glow Holdings Limited, holds a 51% equity interest in Zhen Partners Management (TTGP) II, Ltd. Best Belief PTC Limited, trustee of The Best Belief Family Trust, holds a 100% equity interest in Rosy Glow Holdings Limited. Mr. Xu Xiao Ping is the settlor of the Best Belief Family Trust and has the shared voting and investment control over these shares.

The beneficial ownership percentage is calculated based on 99,676,731 ordinary shares of the Issuer as a single class, being the sum of (i) 54,254,068 Class A ordinary shares issued and outstanding as of December 11, 2019, and (ii) 45,422,663 Class B ordinary shares issued and outstanding as of December 11, 2019, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on December 12, 2019. The voting power of the shares beneficially owned represented 1.5% of the total outstanding voting power.

  Name of Reporting Person

  Rosy Glow Holdings Limited

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Republic of Seychelles

Number of

Shares

  Beneficially  

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  7,556,187⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  7,556,187⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  7,556,187⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented by Amount in Row 9

  7.6%⁽²⁾ (or 1.5%⁽²⁾ of the aggregate voting power)

  Type of Reporting Person

  OO

Represents 7,556,187 ordinary shares held by Zhen Partners Fund II, L.P. The general partner of Zhen Partners Fund II, L.P. is Zhen Partners Management (MTGP) II, L.P., whose general partner is Zhen Partners Management (TTGP) II, Ltd. Zhen International Ltd, wholly owned by Rosy Glow Holdings Limited, holds a 51% equity interest in Zhen Partners Management (TTGP) II, Ltd. Best Belief PTC Limited, trustee of The Best Belief Family Trust, holds a 100% equity interest in Rosy Glow Holdings Limited. Mr. Xu Xiao Ping is the settlor of the Best Belief Family Trust and has the shared voting and investment control over these shares.

The beneficial ownership percentage is calculated based on 99,676,731 ordinary shares of the Issuer as a single class, being the sum of (i) 54,254,068 Class A ordinary shares issued and outstanding as of December 11, 2019, and (ii) 45,422,663 Class B ordinary shares issued and outstanding as of December 11, 2019, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on December 12, 2019. The voting power of the shares beneficially owned represented 1.5% of the total outstanding voting power.

  Name of Reporting Person

  Best Belief PTC Limited as the trustee of The Best Belief Family Trust

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Guernsey

Number of

Shares

  Beneficially  

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  7,556,187⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  7,556,187⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  7,556,187⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented by Amount in Row 9

  7.6%⁽²⁾ (or 1.5%⁽²⁾ of the aggregate voting power)

  Type of Reporting Person

  OO

Represents 7,556,187 ordinary shares held by Zhen Partners Fund II, L.P. The general partner of Zhen Partners Fund II, L.P. is Zhen Partners Management (MTGP) II, L.P., whose general partner is Zhen Partners Management (TTGP) II, Ltd. Zhen International Ltd, wholly owned by Rosy Glow Holdings Limited, holds a 51% equity interest in Zhen Partners Management (TTGP) II, Ltd. Best Belief PTC Limited, trustee of The Best Belief Family Trust, holds a 100% equity interest in Rosy Glow Holdings Limited. Mr. Xu Xiao Ping is the settlor of the Best Belief Family Trust and has the shared voting and investment control over these shares.

The beneficial ownership percentage is calculated based on 99,676,731 ordinary shares of the Issuer as a single class, being the sum of (i) 54,254,068 Class A ordinary shares issued and outstanding as of December 11, 2019, and (ii) 45,422,663 Class B ordinary shares issued and outstanding as of December 11, 2019, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on December 12, 2019. The voting power of the shares beneficially owned represented 1.5% of the total outstanding voting power.

  Name of Reporting Person

  Xu Xiao Ping

  Check the Appropriate Box if a Member of a Group

  (a)  ☐        (b)  ☐

  SEC Use Only

  Citizenship or Place of Organization

  Canada

Number of

Shares

  Beneficially  

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  7,556,187⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  7,556,187⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  7,556,187⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented by Amount in Row 9

  7.6%⁽²⁾ (or 1.5%⁽²⁾ of the aggregate voting power)

  Type of Reporting Person

  IN

Represents 7,556,187 ordinary shares held by Zhen Partners Fund II, L.P. The general partner of Zhen Partners Fund II, L.P. is Zhen Partners Management (MTGP) II, L.P., whose general partner is Zhen Partners Management (TTGP) II, Ltd. Zhen International Ltd, wholly owned by Rosy Glow Holdings Limited, holds a 51% equity interest in Zhen Partners Management (TTGP) II, Ltd. Best Belief PTC Limited, trustee of The Best Belief Family Trust, holds a 100% equity interest in Rosy Glow Holdings Limited. Mr. Xu Xiao Ping is the settlor of the Best Belief Family Trust and has the shared voting and investment control over these shares.

The beneficial ownership percentage is calculated based on 99,676,731 ordinary shares of the Issuer as a single class, being the sum of (i) 54,254,068 Class A ordinary shares issued and outstanding as of December 11, 2019, and (ii) 45,422,663 Class B ordinary shares issued and outstanding as of December 11, 2019, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on December 12, 2019. The voting power of the shares beneficially owned represented 1.5% of the total outstanding voting power.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

Address of Principal Business Office or, if none, Residence:

Citizenship:

Title of Class of Securities:

CUSIP Number: 26853E 102

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:

Ownership:

Reporting Persons

Zhen Partners Fund II L.P.

Zhen Partners Management (MTGP) II, L.P.⁽²⁾

Zhen Partners Management (TTGP) II, Ltd. ⁽²⁾

Zhen International Ltd ⁽²⁾

Rosy Glow Holdings Limited⁽²⁾

Best Belief PTC Limited⁽²⁾

Xu Xiao Ping⁽²⁾

Represents the number of Class A ordinary shares (including Class A ordinary shares represented by ADSs) directly held by the Reporting Persons as of December 31, 2019.

Zhen Partners Management (MTGP) II, L.P. serves as the general partner of Zhen Partners Fund II, L.P. As such, Zhen Partners Management (MTGP) II, L.P. has the shared voting and investment control over the shares held by Zhen Partners Fund II L.P. and may be deemed to have indirect beneficial ownership of the shares held by Zhen Partners Fund II L.P. The general partner of Zhen Partners Management (MTGP) II, L.P. is Zhen Partners Management (TTGP) II, Ltd. Zhen International Ltd, wholly owned by Rosy Glow Holdings Limited, holds a 51% equity interest in Zhen Partners Management (TTGP) II, Ltd. Best Belief PTC Limited, trustee of The Best Belief Family Trust, holds a 100% equity interest in Rosy Glow Holdings Limited. Mr. Xu Xiao Ping is the settlor of the Best Belief Family Trust and has the shared voting and investment control over the shares held by Zhen Partners Fund II L.P.

The beneficial ownership percentage is calculated based on 99,676,731 ordinary shares of the Issuer as a single class, being the sum of (i) 54,254,068 Class A ordinary shares issued and outstanding as of December 11, 2019, and (ii) 45,422,663 Class B ordinary shares issued and outstanding as of December 11, 2019, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuer’s prospectus filed with the Securities and Exchange Commission on December 12, 2019. The voting power of the shares beneficially owned represented 1.5% of the total outstanding voting power.

Ownership of Five Percent or Less of a Class:

Ownership of More than Five Percent on Behalf of Another Person:

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Controlling Person:

Identification and Classification of Members of the Group:

Notice of Dissolution of Group:

Certifications:

Exhibit No.

Description