Sec Form 13G Filing - GGV Capital V L.P. filing for EHANG HLDGS LTD ADS REPSTG CL (EH) - 2021-02-12

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1) *

Ehang Holdings Limited

Class A ordinary shares, par value $0.0001 per share

26853E 10 2 **

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o            Rule 13d-1(b)

o            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.

** CUSIP number 26853E 10 2 has been assigned to the American depositary shares (“ADSs”) of the Issuer, which are quoted on The Nasdaq Stock Market under the symbol “EH.” Each ADS represents two Class A Ordinary Shares of the Issuer. No CUSIP number has been assigned to the Class A Ordinary Shares of the Issuer.

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)         This statement on Schedule 13G is filed by GGV Capital V L.P., GGV Capital V Entrepreneurs Fund L.P., GGV Capital V L.L.C., Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung (collectively, the “Reporting Persons”).  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         Consists of (i) 6,539,681 Class A ordinary shares and (ii) 2,254,340 Class A ordinary shares represented by 1,127,170 American Depositary Shares (“ADS”) held by GGV Capital V L.P.  GGV Capital V L.L.C. serves as the General Partner of GGV Capital V L.P. As such, GGV Capital V L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. GGV Capital V L.L.C. owns no securities of the Issuer directly.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital V L.L.C.  As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.

(3)         The percentage of ordinary shares beneficially owned by each of the Reporting Persons as of March 31, 2020 is based on a total of 109,457,236 ordinary shares (being the sum of 64,034,573 Class A ordinary shares and 45,422,663 Class B ordinary shares) of the Issuer outstanding as of March 31, 2020, as set forth in the Issuer’s Form 20F dated March 31, 2020. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 64,034,573 Class A ordinary shares outstanding as of March 31, 2020. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

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(1)         This statement on Schedule 13G is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         Consists of (i) 240,005 Class A ordinary shares and (ii) 82,740 Class A ordinary shares represented by 41,370 American Depositary Shares (“ADS”) held by GGV Capital V Entrepreneurs Fund L.P.  GGV Capital V L.L.C. serves as the General Partner of GGV Capital V Entrepreneurs Fund L.P.  As such, GGV Capital V L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V Entrepreneurs Fund L.P.  GGV Capital V L.L.C. owns no securities of the Issuer directly.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital V L.L.C.  As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V Entrepreneurs Fund L.P.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.

(3)         The percentage of ordinary shares beneficially owned by each of the Reporting Persons as of March 31, 2020 is based on a total of 109,457,236 ordinary shares (being the sum of 64,034,573 Class A ordinary shares and 45,422,663 Class B ordinary shares) of the Issuer outstanding as of March 31, 2020, as set forth in the Issuer’s Form 20F dated March 31, 2020. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 64,034,573 Class A ordinary shares outstanding as of March 31, 2020. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

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(1)         This statement on Schedule 13G is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         Consists of (i) 6,539,681 Class A ordinary shares held by GGV Capital V L.P., (ii) 240,005 Class A ordinary shares held by GGV Capital V Entrepreneurs Fund L.P., (iii) 2,254,340 Class A ordinary shares represented by 1,127,170 ADSs held by GGV Capital V L.P. and (iv) 82,740 Class A ordinary shares represented by 41,370 ADS held by GGV Capital V Entrepreneurs Fund L.P.  GGV Capital V L.L.C. serves as the General Partner of GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. As such, GGV Capital V L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneur Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P.  GGV Capital V L.L.C. owns no securities of the Issuer directly.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital V L.L.C.  As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.

(3)         The percentage of ordinary shares beneficially owned by each of the Reporting Persons as of March 31, 2020 is based on a total of 109,457,236 ordinary shares (being the sum of 64,034,573 Class A ordinary shares and 45,422,663 Class B ordinary shares) of the Issuer outstanding as of March 31, 2020, as set forth in the Issuer’s Form 20F dated March 31, 2020. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 64,034,573 Class A ordinary shares outstanding as of March 31, 2020. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

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(1)         This statement on Schedule 13G is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         Consists of (i) 6,539,681 Class A ordinary shares held by GGV Capital V L.P., (ii) 240,005 Class A ordinary shares held by GGV Capital V Entrepreneurs Fund L.P., (iii) 2,254,340 Class A ordinary shares represented by 1,127,170 ADSs held by GGV Capital V L.P. and (iv) 82,740 Class A ordinary shares represented by 41,370 ADS held by GGV Capital V Entrepreneurs Fund L.P.   GGV Capital V L.L.C. serves as the General Partner of GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P.  As such, GGV Capital V L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P.  GGV Capital V L.L.C. owns no securities of the Issuer directly.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital V L.L.C.  As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.

(3)         The percentage of ordinary shares beneficially owned by each of the Reporting Persons as of March 31, 2020 is based on a total of 109,457,236 ordinary shares (being the sum of 64,034,573 Class A ordinary shares and 45,422,663 Class B ordinary shares) of the Issuer outstanding as of March 31, 2020, as set forth in the Issuer’s Form 20F dated March 31, 2020. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 64,034,573 Class A ordinary shares outstanding as of March 31, 2020. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

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(1)         This statement on Schedule 13G is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         Consists of (i) 6,539,681 Class A ordinary shares held by GGV Capital V L.P., (ii) 240,005 Class A ordinary shares held by GGV Capital V Entrepreneurs Fund L.P., (iii) 2,254,340 Class A ordinary shares represented by 1,127,170 ADSs held by GGV Capital V L.P. and (iv) 82,740 Class A ordinary shares represented by 41,370 ADS held by GGV Capital V Entrepreneurs Fund L.P.  GGV Capital V L.L.C. serves as the General Partner of GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P.  As such, GGV Capital V L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P.  GGV Capital V L.L.C. owns no securities of the Issuer directly.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital V L.L.C.  As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.

(3)         The percentage of ordinary shares beneficially owned by each of the Reporting Persons as of March 31, 2020 is based on a total of 109,457,236 ordinary shares (being the sum of 64,034,573 Class A ordinary shares and 45,422,663 Class B ordinary shares) of the Issuer outstanding as of March 31, 2020, as set forth in the Issuer’s Form 20F dated March 31, 2020. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 64,034,573 Class A ordinary shares outstanding as of March 31, 2020. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

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(1)         This statement on Schedule 13G is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         Consists of (i) 6,539,681 Class A ordinary shares held by GGV Capital V L.P., (ii) 240,005 Class A ordinary shares held by GGV Capital V Entrepreneurs Fund L.P., (iii) 2,254,340 Class A ordinary shares represented by 1,127,170 ADSs held by GGV Capital V L.P. and (iv) 82,740 Class A ordinary shares represented by 41,370 ADS held by GGV Capital V Entrepreneurs Fund L.P.  GGV Capital V L.L.C. serves as the General Partner of GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P.  As such, GGV Capital V L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P.  GGV Capital V L.L.C. owns no securities of the Issuer directly.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital V L.L.C.  As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.

(3)         The percentage of ordinary shares beneficially owned by each of the Reporting Persons as of March 31, 2020 is based on a total of 109,457,236 ordinary shares (being the sum of 64,034,573 Class A ordinary shares and 45,422,663 Class B ordinary shares) of the Issuer outstanding as of March 31, 2020, as set forth in the Issuer’s Form 20F dated March 31, 2020. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 64,034,573 Class A ordinary shares outstanding as of March 31, 2020. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

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(1)         This statement on Schedule 13G is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         Consists of (i) 6,539,681 Class A ordinary shares held by GGV Capital V L.P., (ii) 240,005 Class A ordinary shares held by GGV Capital V Entrepreneurs Fund L.P., (iii) 2,254,340 Class A ordinary shares represented by 1,127,170 ADSs held by GGV Capital V L.P. and (iv) 82,740 Class A ordinary shares represented by 41,370 ADS held by GGV Capital V Entrepreneurs Fund L.P.    GGV Capital V L.L.C. serves as the General Partner of GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P.  As such, GGV Capital V L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P.  GGV Capital V L.L.C. owns no securities of the Issuer directly.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital V L.L.C.  As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.

(3)         The percentage of ordinary shares beneficially owned by each of the Reporting Persons as of March 31, 2020 is based on a total of 109,457,236 ordinary shares (being the sum of 64,034,573 Class A ordinary shares and 45,422,663 Class B ordinary shares) of the Issuer outstanding as of March 31, 2020, as set forth in the Issuer’s Form 20F dated March 31, 2020. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 64,034,573 Class A ordinary shares outstanding as of March 31, 2020. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

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(1)         This statement on Schedule 13G is filed by the Reporting Persons.  The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)         Consists of (i) 6,539,681 Class A ordinary shares held by GGV Capital V L.P., (ii) 240,005 Class A ordinary shares held by GGV Capital V Entrepreneurs Fund L.P., (iii) 2,254,340 Class A ordinary shares represented by 1,127,170 ADSs held by GGV Capital V L.P. and (iv) 82,740 Class A ordinary shares represented by 41,370 ADS held by GGV Capital V Entrepreneurs Fund L.P.  GGV Capital V L.L.C. serves as the General Partner of GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P.  As such, GGV Capital V L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P.  GGV Capital V L.L.C. owns no securities of the Issuer directly.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital V L.L.C.  As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.

(3)         The percentage of ordinary shares beneficially owned by each of the Reporting Persons as of March 31, 2020 is based on a total of 109,457,236 ordinary shares (being the sum of 64,034,573 Class A ordinary shares and 45,422,663 Class B ordinary shares) of the Issuer outstanding as of March 31, 2020, as set forth in the Issuer’s Form 20F dated March 31, 2020. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 64,034,573 Class A ordinary shares outstanding as of March 31, 2020. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

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Introductory Note: This statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of the Class A ordinary shares, par value $0.0001 per share Ehang Holdings Limited (the “Issuer”).

Item 1(a).            Name of Issuer:

Ehang Holdings Limited

Item 1(b).            Address of Issuer’s Principal Executive Officers:

Building #C, Yixiang Technology Park No. 72

Nanxiang 2nd Road

Guangzhou F4 510700

People’s Republic of China

Item 2(a).            Name of Person(s) Filing:

GGV Capital V L.P.

GGV Capital V Entrepreneurs Fund L.P.

GGV Capital V L.L.C.

Jixun Foo

Glenn Solomon

Jenny Hong Wei Lee

Jeffrey Gordon Richards

Hans Tung

Item 2(b).            Address of Principal Business Office:

GGV Capital

3000 Sand Hill Road, Suite 4-230

Menlo Park, California  94025

United States of America

Item 2(c).             Citizenship or Place of Organization:

Item 2(d).            Title of Class of Securities:

Class A ordinary shares, par value $0.0001 per share

Item 2(e).             CUSIP Number:

26853E 10 2.  This CUSIP number applies to the American Depositary Shares of the Issuer, each representing two Class A ordinary shares of the Issuer. No CUSIP has been assigned to the Class A ordinary shares.

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Item 3.                           If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

Not applicable.

Item 4(a).                  Amount Beneficially Owned:

Item 4(b).                  Percent of Class:

Item 4(c).                   Number of shares as to which such persons have:

The following information with respect to the ownership of the Class A Ordinary Shares of the Issuer by the Reporting Persons filing this statement on Schedule 13G as of December 31, 2020:

(1)   Represents the number of Class A ordinary shares, including shares underlying ADSs, currently held by the Reporting Persons.

(2)   GGV Capital V L.L.C. serves as the General Partner of GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P.  As such, GGV Capital V L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P.  GGV Capital V L.L.C. owns no securities of the Issuer directly.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital V L.L.C.  As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P.  Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.

(3)   The percentage of ordinary shares beneficially owned by each of the Reporting Persons as of March 31, 2020 is based on a total of 109,457,236 ordinary shares (being the sum of 64,034,573 Class A ordinary shares and 45,422,663 Class B ordinary shares) of the Issuer outstanding as of March 31, 2020, as set forth in the Issuer’s Form 20F dated March 31, 2020. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 64,034,573 Class A ordinary shares outstanding as of March 31, 2020. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

Item 5.                                 Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof, the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following:    ¨

Item 6.                                 Ownership of More Than Five Percent on Behalf of Another Person:

Not applicable.

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Item 7.                                 Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:

Not applicable.

Item 8.                                 Identification and Classification of Members of the Group:

Not applicable.

Item 9.                                 Notice of Dissolution of Group:

Not applicable.

Item 10.                          Certification:

Not applicable.

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SIGNATURES

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 12, 2021

Exhibit(s):

Exhibit 99.1:         Joint Filing Statement

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AGREEMENT

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of ADS of Ehang Holdings Limited.

Dated: February 12, 2021

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