Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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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 | AGGR EGATE 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 PE RSON 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
| ITEM 2(c). | CITIZENSHIP: |
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.
| ITEM 2(e). | CUSIP NO.: |
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
| ITEM 4. | OWNERSHIP |
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
| ITEM 10. | CERTIFICATIONS |
Not applicable
LIST OF EXHIBITS
Exhibit No. |
Description |
| 99.1 | Joint Filing Agreement |
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. | ||