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, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Microvast Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
59516C106
(CUSIP Number)
December 31, 2021
(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) |
| ☒ | 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).
| CUSIP No. 59516C106 | SCHEDULE 13G | Page 2 of 16 |
| 1. |
Names of Reporting Persons
CDH Griffin Holdings Company Limited |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(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
40,435,753 shares of Common Stock (as defined below) |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
40,435,753 shares of Common Stock | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
40,435,753 shares of Common Stock |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
| 11. |
Percent of Class Represented by Amount in Row (9)
13.5% |
| 12. |
Type of Reporting Person (See Instructions)
CO |
| CUSIP No. 59516C106 | SCHEDULE 13G | Page 3 of 16 |
| 1. |
Names of Reporting Persons
CDH Investment Management Company Limited |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
| 3. |
SEC Use Only
|
| 4. |
Citizenship or Place of Organization
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
Sole Voting Power
40,435,753 shares of Common Stock |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
40,435,753 shares of Common Stock | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
40,435,753 shares of Common Stock |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
| 11. |
Percent of Class Represented by Amount in Row (9)
13.5% |
| 12. |
Type of Reporting Person (See Instructions)
CO |
| CUSIP No. 59516C106 | SCHEDULE 13G | Page 4 of 16 |
| 1. |
Names of Reporting Persons
Evergreen Ever Limited |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(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
31,446,469 shares of Common Stock |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
31,446,469 shares of Common Stock | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
31,446,469 shares of Common Stock |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
| 11. |
Percent of Class Represented by Amount in Row (9)
10.5% |
| 12. |
Type of Reporting Person (See Instructions)
CO |
| CUSIP No. 59516C106 | SCHEDULE 13G | Page 5 of 16 |
| 1. |
Names of Reporting Persons
Piccadilly, L.P. |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
| 3. |
SEC Use Only
|
| 4. |
Citizenship or Place of Organization
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. |
Sole Voting Power
31,446,469 shares of Common Stock |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
31,446,469 shares of Common Stock | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
31,446,469 shares of Common Stock |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
| 11. |
Percent of Class Represented by Amount in Row (9)
10.5% |
| 12. |
Type of Reporting Person (See Instructions)
PN |
| CUSIP No. 59516C106 | SCHEDULE 13G | Page 6 of 16 |
| 1. |
Names of Reporting Persons
CDH China HF Holdings Company Limited |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ |
| 3. |
SEC Use Only
|
| 4. |
Citizenship or Place of Organization
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power
31,446,469 shares of Common Stock |
| 6. | Shared Voting Power
0 | |
| 7. | Sole Dispositive Power
31,446,469 shares of Common Stock | |
| 8. | Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
31,446,469 shares of Common Stock |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
| 11. |
Percent of Class Represented by Amount in Row (9)
10.5% |
| 12. |
Type of Reporting Person (See Instructions)
CO |
| CUSIP No. 59516C106 | SCHEDULE 13G | Page 7 of 16 |
| 1. |
Names of Reporting Persons
Aurora Sheen Limited |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(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
5,734,018 shares of Common Stock |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
5,734,018 shares of Common Stock | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,734,018 shares of Common Stock |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
| 11. |
Percent of Class Represented by Amount in Row (9)
1.9% |
| 12. |
Type of Reporting Person (See Instructions)
CO |
| CUSIP No. 59516C106 | SCHEDULE 13G | Page 8 of 16 |
| 1. |
Names of Reporting Persons
Shanghai Dinghui Pingxun Investment Partnership (LLP) |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(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
5,734,018 shares of Common Stock |
| 6. | Shared Voting Power
0 | |
| 7. | Sole Dispositive Power
5,734,018 shares of Common Stock | |
| 8. | Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,734,018 shares of Common Stock |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
| 11. |
Percent of Class Represented by Amount in Row (9)
1.9% |
| 12. |
Type of Reporting Person (See Instructions)
PN |
| CUSIP No. 59516C106 | SCHEDULE 13G | Page 9 of 16 |
| 1. |
Names of Reporting Persons
CDH Shanghai Baifu Wealth Management Company Limited |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(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
5,734,018 shares of Common Stock |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
5,734,018 shares of Common Stock | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,734,018 shares of Common Stock |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
| 11. |
Percent of Class Represented by Amount in Row (9)
1.9% |
| 12. |
Type of Reporting Person (See Instructions)
CO |
| CUSIP No. 59516C106 | SCHEDULE 13G | Page 10 of 16 |
| 1. |
Names of Reporting Persons
Hangzhou CDH New Trend Equity Investment Partnership (Limited Partnership) |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(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
3,255,266 shares of Common Stock |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
3,255,266 shares of Common Stock | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,255,266 shares of Common Stock |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
| 11. |
Percent of Class Represented by Amount in Row (9)
1.1% |
| 12. |
Type of Reporting Person (See Instructions)
CO |
| CUSIP No. 59516C106 | SCHEDULE 13G | Page 11 of 16 |
| 1. |
Names of Reporting Persons
Dinghui Equity Investment Management (Tianjin) Company Limited |
| 2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(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
3,255,266 shares of Common Stock |
| 6. |
Shared Voting Power
0 | |
| 7. |
Sole Dispositive Power
3,255,266 shares of Common Stock | |
| 8. |
Shared Dispositive Power
0 |
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,255,266 shares of Common Stock |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
| 11. |
Percent of Class Represented by Amount in Row (9)
1.1% |
| 12. |
Type of Reporting Person (See Instructions)
CO |
| CUSIP No. 59516C106 | SCHEDULE 13G | Page 12 of 16 |
| Item 1(a). | Name of Issuer: |
Microvast Holdings, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
12603 Southwest Freeway, Suite 210
Stafford, Texas 77477
| Item 2(a). | Name of Person Filing: |
CDH Griffin Holdings Company Limited
CDH Investment Management Company Limited
Evergreen Ever Limited
Piccadilly, L.P.
CDH China HF Holdings Company Limited
Aurora Sheen Limited
Shanghai Dinghui Pingxun Investment Partnership (LLP)
CDH Shanghai Baifu Wealth Management Company Limited
Hangzhou CDH New Trend Equity Investment Partnership (Limited Partnership)
Dinghui Equity Investment Management (Tianjin) Company Limited
(collectively, the “Reporting Persons”)
| Item 2(b). | Address or Principal Business Office or, if None, Residence: |
Principal business address for each of the Reporting Persons:
1503, Level 15, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong, China
| Item 2(c). | Citizenship: |
CDH Griffin Holdings Company Limited – British Virgin Islands
CDH Investment Management Company Limited – Cayman Islands
Evergreen Ever Limited - British Virgin Islands
Piccadilly, L.P. - Cayman Islands
CDH China HF Holdings Company Limited - Cayman Islands
Aurora Sheen Limited - British Virgin Islands
Shanghai Dinghui Pingxun Investment Partnership (LLP) – People’s Republic of China
CDH Shanghai Baifu Wealth Management Company Limited - People’s Republic of China
Hangzhou CDH New Trend Equity Investment Partnership (Limited Partnership) - People’s Republic of China
Dinghui Equity Investment Management (Tianjin) Company Limited - People’s Republic of China
| Item 2(d). | Title of Class of Securities: |
Common stock, par value $0.0001 per share (“Common Stock”).
| Item 2(e). | CUSIP Number: |
59516C106.
| 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: |
| (a) | ☐ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
| CUSIP No. 59516C106 | SCHEDULE 13G | Page 13 of 16 |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ☐ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
| (k) | ☐ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
Not applicable.
| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of issuer identified in Item 1.
(a) The information required by Items 4(a) is set forth in Row (9) of the cover page for each Reporting Person and is incorporated herein by reference.
(b) The information required by Items 4(b) is set forth in Row (11) of the cover page for each Reporting Person and is incorporated herein by reference.
Percent of class determined is based on 300,516,237 shares of Common Stock of the Issuer outstanding as disclosed in the Amendment No. 5 to registration statement on Form S-1 publicly filed by the Issuer with the U.S. Securities and Exchange Commission on January 28, 2022.
CDH Griffin Holdings Company Limited is the ultimate parent entity of the entities listed in Item 2(a).
As of December 31, 2021, Evergreen Ever Limited held 31,446,469 shares of Common Stock of the Issuer and Aurora Sheen Limited held 5,734,018 shares of Common Stock of the Issuer. In addition, Hangzhou CDH New Trend Equity Investment Partnership (Limited Partnership) beneficially owned 3,255,266 shares of Common Stock of the Issuer which were issued in the name of (and held on behalf of Hangzhou CDH New Trend Equity Investment Partnership (Limited Partnership) by) MVST SPV Inc., a wholly owned subsidiary of the Issuer, pursuant to a framework agreement dated February 1, 2021 by and among the Issuer, Hangzhou CDH New Trend Equity Investment Partnership (Limited Partnership) and other parties named therein.
The sole shareholder of Evergreen Ever Limited is Piccadilly, L.P., the sole general partner of which is CDH China HF Holdings Company Limited. The sole shareholder of Aurora Sheen Limited is Shanghai Dinghui Pingxun Investment Partnership (LLP), the sole general partner of which is CDH Shanghai Baifu Wealth Management Company. Dispositive and voting power of the securities held by Evergreen Ever Limited and Aurora Sheen Limited is exercised by the members of the investment and risk committee (the “IR Committee”), comprising Wu Shangzhi, Ying Wei, Li Dan, Wei Bin and William Hsu. The IR Committee is appointed by CDH China HF Holdings Company Limited, the sole general partner of Piccadilly, L.P., and CDH Shanghai Baifu Wealth Management Company, the general partner of Shanghai Dinghui Pingxun Investment Partnership (LLP), respectively. CDH China HF Holdings Company Limited and CDH Shanghai Baifu Wealth Management Company may be deemed to have beneficial ownership over the shares held by Evergreen Ever Limited and Aurora Sheen Limited, respectively.
| CUSIP No. 59516C106 | SCHEDULE 13G | Page 14 of 16 |
The general partner of Hangzhou CDH New Trend Equity Investment Partnership (Limited Partnership) is Dinghui Equity Investment Management (Tianjin) Company Limited. Dispositive and voting power of the securities beneficially owned by Hangzhou CDH New Trend Equity Investment Partnership (Limited Partnership) is exercised by the members of the investment committee (the “Investment Committee”), comprising Wu Shangzhi, Jiao Shuge, Wang Lin and Huang Yan. The Investment Committee is appointed by Dinghui Equity Investment Management (Tianjin) Company Limited, the sole general partner of Hangzhou CDH New Trend Equity Investment Partnership (Limited Partnership). Dinghui Equity Investment Management (Tianjin) Company Limited may be deemed to have beneficial ownership over the shares beneficially owned by Hangzhou CDH New Trend Equity Investment Partnership (Limited Partnership).
The foregoing three general partners are controlled by CDH Investment Management Company Limited, and CDH Griffin Holdings Company Limited holds a majority of the equity interests in CDH Investment Management Company Limited.
Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, each of Wu Shangzhi, Ying Wei, Li Dan, Wei Bin and William Hsu may be deemed to share beneficial ownership of the shares of Common Stock of the Issuer held by Evergreen Ever Limited and Aurora Sheen Limited, and each of Wu Shangzhi, Jiao Shuge, Wang Lin and Huang Yan may be deemed to share beneficial ownership of the shares of Common Stock of the Issuer beneficially owned by Hangzhou CDH New Trend Equity Investment Partnership (Limited Partnership), except to the extent of their pecuniary interests therein.
(c) The information required by Items 4(c) is set forth in Rows (5)-(8) of the cover page for each Reporting Person and is incorporated herein by reference.
| 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. | Certification. |
Not applicable.
| CUSIP No. 59516C106 | SCHEDULE 13G | Page 15 of 16 |
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2022
| CDH GRIFFIN HOLDINGS COMPANY LIMITED | ||
| By: | /s/ Wu Shangzhi | |
| Name: | Wu Shangzhi | |
| Title: | Director | |
| CDH INVESTMENT MANAGEMENT COMPANY LIMITED | ||
| By: | /s/ Wu Shangzhi | |
| Name: | Wu Shangzhi | |
| Title: | Director | |
| EVERGREEN EVER LIMITED | ||
| By: | /s/ William Hsu | |
| Name: | William Hsu | |
| Title: | Director | |
| PICCADILLY, L.P. | ||
| By: | /s/ William Hsu | |
| Name: | William Hsu | |
| Title: | Director of CDH China HF Holdings Company Limited acting as the General Partner | |
| CDH CHINA HF HOLDINGS COMPANY LIMITED | ||
| By: | /s/ William Hsu | |
| Name: | William Hsu | |
| Title: | Director | |
| AURORA SHEEN LIMITED | ||
| By: | /s/ William Hsu | |
| Name: | William Hsu | |
| Title: | Director | |
| SHANGHAI DINGHUI PINGXUN INVESTMENT PARTNERSHIP (LLP) | ||
| By: | /s/ William Hsu | |
| Name: | William Hsu | |
| Title: | Director of CDH Shanghai Baifu Wealth Management Company Limited acting as the General Partner | |
| CDH SHANGHAI BAIFU WEALTH MANAGEMENT COMPANY LIMITED | ||
| By: | /s/ William Hsu | |
| Name: | William Hsu | |
| Title: | Director | |
[Signature Page to Schedule 13G]
| CUSIP No. 59516C106 | SCHEDULE 13G | Page 16 of 16 |
| HANGZHOU CDH NEW TREND EQUITY INVESTMENT PARTNERSHIP (LIMITED PARTNERSHIP) | ||
| By: | /s/ Wang Lin | |
| Name: | Wang Lin | |
| Title: | Legal Representative | |
| DINGHUI EQUITY INVESTMENT MANAGEMENT (TIANJIN) COMPANY LIMITED | ||
| By: | /s/ Wu Shangzhi | |
| Name: | Wu Shangzhi | |
| Title: | Director | |
[Signature Page to Schedule 13G]
LIST OF EXHIBITS
| Exhibit No. | Description | |
| A | Joint Filing Agreement |