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. 2)*
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, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
* 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
78,265,085 (1) |
| 6 |
SHARED VOTING POWER
0 |
| 7 |
SOLE DISPOSITIVE POWER
31,156,189 (2) |
| 8 |
SHARED DISPOSITIVE POWER
63,345,124 (3) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,384,741 (4) |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.5%. (5) Represents 28.1% of the total outstanding
voting power. (6) |
| 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) 21,564,298 Class A ordinary shares held by certain existing shareholders
who have granted voting proxies to Mr. Cheng, and (iii) 38,007,074 Class B ordinary shares held by Steady Prominent Limited,
or Steady Prominent, that Mr. Cheng has sole voting power over. |
| (2) | Represents 31,156,189 Class B ordinary shares held by Xiaocheng Investments Limited. |
| (3) | Represents 63,345,124 Class B ordinary shares held by Steady Prominent. Mr. Cheng may be deemed to beneficially own, in
terms of dispositive power, the shares held by Steady Prominent by virtue of his membership on the advisory committee of the trust that
wholly owns Steady Prominent. Mr. Cheng and Ms. Jean Qing Liu, or Ms. Liu, share dispositive power over the shares held
by Steady Prominent with each other as current members of the advisory committee. |
| (4) | 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 over which Mr. Cheng
has voting or dispositive power as illustrated in Notes (1) to (3) above. |
| (5) | 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, 2023. |
| (6) | 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,
2023. Each Class A ordinary share is entitled to one vote per share and each Class B ordinary share is entitled to ten votes
per share on all matters submitted to the shareholders for a vote. |
| 1 |
NAMES OF REPORTING PERSONS
Jean Qing Liu |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b)
¨ |
| 3 |
SEC USE ONLY
|
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Hong Kong, People’s Republic of China |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
5 |
SOLE VOTING POWER
40,856,082 (1) |
| 6 |
SHARED VOTING POWER
0 |
| 7 |
SOLE DISPOSITIVE POWER
3,055,556 (2) |
| 8 |
SHARED DISPOSITIVE POWER
63,345,124 (3) |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,172,128 (4) |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.6% (5). Represents 19.5% of the total outstanding
voting power. (6) |
| 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 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) 25,338,050 Class B ordinary shares held by Steady Prominent over which Ms. Liu has sole voting power. |
| (2) | Represents 3,055,556 Class B ordinary shares held by Investor Link Investments Limited. |
| (3) | Represents 63,345,124 Class B ordinary shares held by Steady Prominent. Ms. Liu may be deemed to beneficially own, in terms
of dispositive power, the shares held by Steady Prominent by virtue of her membership on the advisory committee of the trust that wholly
owns Steady Prominent. Ms. Liu and Mr. Cheng share dispositive power over the shares held by Steady Prominent with each other
as current members of the advisory committee. |
| (4) | 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 over which Ms. Liu
has voting or dispositive power as illustrated in Notes (1) to (3) above. |
| (5) | 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, 2023. |
| (6) | 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,
2023. Each Class A ordinary share is entitled to one vote per share and each Class B ordinary share is entitled to ten votes
per share on all matters submitted to the shareholders 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
0 |
| 7 |
SOLE DISPOSITIVE POWER
0 |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,620,410 (1) |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.8%. (2) |
| 12 |
TYPE OF REPORTING PERSON
IN |
| (1) | Represents 9,620,410 Class A ordinary shares held by Oriental Holding Investment Limited, or Oriental Holding, and New Amigo
Holding Limited, or New Amigo, in which Mr. Stephen Jingshi Zhu, or Mr. Zhu, has an indirect economic interest. However, Mr. Zhu
does not hold voting power or dispositive power over such shares. See Note (8) under Item 4 for more details. |
| (2) | 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, 2023. |
| 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
14.9% 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, 2023.
** 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, 2023. Each Class A ordinary share is entitled to one vote
per share and each Class B ordinary share is entitled to ten votes per share on all matters submitted to the shareholders 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
1.5% 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, 2023.
** 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, 2023. Each Class A ordinary share is entitled to one vote
per share and each Class B ordinary share is entitled to ten votes per share on all matters submitted to the shareholders 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
63,345,124 |
| 6 |
SHARED VOTING POWER
0 |
| 7 |
SOLE DISPOSITIVE POWER
63,345,124 |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
63,345,124 |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%.* The voting power of the shares beneficially owned represent
30.3% 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, 2023.
** 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, 2023. Each Class A ordinary share is entitled to one vote
per share and each Class B ordinary share is entitled to ten votes per share on all matters submitted to the shareholders 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
22,546,268 |
| 6 |
SHARED VOTING POWER
0 |
| 7 |
SOLE DISPOSITIVE POWER
22,546,268 |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,546,268 |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.9%. *The voting power of the shares beneficially owned represent
1.1% 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, 2023.
** 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, 2023. Each Class A ordinary share is entitled to one vote
per share and each Class B ordinary share is entitled to ten votes per share on all matters submitted to the shareholders 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
23,384,806 |
| 6 |
SHARED VOTING POWER
0 |
| 7 |
SOLE DISPOSITIVE POWER
23,384,806 |
| 8 |
SHARED DISPOSITIVE POWER
0 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
23,384,806 |
| 10 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.9%.* The voting power of the shares beneficially owned represent
1.1% 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, 2023.
** 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, 2023. Each Class A ordinary share is entitled to one vote
per share and each Class B ordinary share is entitled to ten votes per share on all matters submitted to the shareholders for a vote.
| ITEM 1(a). | NAME OF ISSUER: |
DiDi Global Inc. (the “Issuer”)
| ITEM 1(b). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES: |
DiDi Xinchenghai
Building 1, Yard 6, North Ring Road, Tangjialing
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
(each a “Reporting Person” and collectively,
the “Reporting Persons”)
| ITEM 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE: |
Will Wei Cheng
DiDi Global Inc.
DiDi Xinchenghai
Building 1, Yard 6, North Ring Road, Tangjialing
Haidian District, Beijing
People’s Republic of China
Jean Qing Liu
DiDi Global Inc.
DiDi Xinchenghai
Building 1, Yard 6, North Ring Road, Tangjialing
Haidian District, Beijing
People’s Republic of China
Stephen Jingshi Zhu
DiDi Global Inc.
DiDi Xinchenghai
Building 1, Yard 6, North Ring Road, Tangjialing
Haidian District, Beijing
People’s Republic of China
Xiaocheng Investments Limited
Sertus Incorporation (BVI) Limited
Sertus Chambers, P.O. Box 905
Quastisky Building, Road Town, Tortola
British Virgin Islands
Investor Link Investments Limited
Vistra Corporate Services Centre
Wickhams Cay II, Road Town
Tortola, VG1110
British Virgin Islands
Steady Prominent Limited
Sertus Chambers, P.O. Box 905
Quastisky Building
Road Town, Tortola
British Virgin Islands
Oriental Holding Investment Limited
Coastal Building, Wickham’s Cay II
P.O. Box 2221, Road Town, Tortola
British Virgin Islands
New Amigo Holding Limited
Coastal Building, Wickham’s Cay II
P.O. Box 2221, Road Town, Tortola
British Virgin Islands
Will Wei Cheng – People’s Republic of China
Jean Qing Liu – Hong Kong, People’s Republic
of China
Stephen Jingshi Zhu – Hong Kong, People’s Republic
of China
Xiaocheng Investments Limited – British Virgin Islands
Investor Link Investments Limited – British Virgin
Islands
Steady Prominent Limited – British Virgin Islands
Oriental Holding Investment Limited – British Virgin
Islands
New Amigo Holding Limited – British Virgin Islands
| ITEM 2(d). | TITLE OF CLASS OF SECURITIES: |
Ordinary
shares, par value of $0.00002 per share
The
Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Holders
of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights. Each Class A
ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes. Each Class B ordinary
share is convertible at the option of the holder into one Class A ordinary
share, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
G2758H 105
| ITEM 3. | If
this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c),
check whether the persons filing is a: |
Not applicable
The
following information with respect to the ownership of the ordinary shares, par value of $0.00002
per share, of the Issuer by each of the Reporting Persons is provided as of December 31, 2023. The table below is prepared
based on 1,215,116,421 ordinary shares (consisting of 1,117,559,552 Class A ordinary shares and 97,556,869 Class B ordinary
shares) of the Issuer outstanding as of December 31, 2023.
| 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 | % | |
28.1 | % | |
78,265,085 | (2) | |
0 | | |
31,156,189 | (3) | |
63,345,124 | (4) |
| Jean Qing Liu | |
19,172,128 | (5) | |
1.6 | % | |
19.5 | % | |
40,856,082 | (6) | |
0 | | |
3,055,556 | (7) | |
63,345,124 | (4) |
| Stephen Jingshi Zhu | |
9,620,410 | (8) | |
0.8 | % | |
0 | | |
0 | | |
0 | | |
0 | | |
0 | |
| Xiaocheng Investments
Limited | |
31,156,189 | (1) | |
2.6 | % | |
14.9 | % | |
31,156,189 | | |
0 | | |
31,156,189 | | |
0 | |
| Investor Link Investments
Limited | |
3,055,556 | (5) | |
0.3 | % | |
1.5 | % | |
3,055,556 | | |
0 | | |
3,055,556 | | |
0 | |
| Steady Prominent Limited | |
63,345,124 | (4) | |
5.2 | % | |
30.3 | % | |
63,345,124 | | |
0 | | |
63,345,124 | | |
0 | |
| Oriental Holding Investment
Limited | |
22,546,268 | (9) | |
1.9 | % | |
1.1 | % | |
22,546,268 | | |
0 | | |
22,546,268 | | |
0 | |
| New Amigo Holding Limited | |
23,384,806 | (9) | |
1.9 | % | |
1.1 | % | |
23,384,806 | | |
0 | | |
23,384,806 | | |
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, 2023. |
| ** | 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,
2023. Each Class A ordinary share is entitled
to one vote per share and each Class B ordinary share is entitled to ten votes per share
on all matters submitted to the shareholders 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 over which Mr. Cheng has sole voting power, (ii) 21,564,298
Class A ordinary shares held by certain existing shareholders who have granted voting
proxies to Mr. Cheng, and (iii) 38,007,074 Class B ordinary shares held by
Steady Prominent over which Mr. Cheng has sole voting power. |
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 and Ms. Liu, has the sole power to make all decisions
relating to the voting and disposition of the shares held by Steady Prominent. Mr. Cheng and Ms. Liu have agreed to certain
voting arrangements in connection with their respective voting power over the shares held by Steady Prominent.
| (3) | Represents 31,156,189 Class B ordinary shares held by Xiaocheng
Investments Limited over which Mr. Cheng has sole dispositive power. |
| (4) | Represents 63,345,124 Class B ordinary shares held by Steady Prominent.
Each of Mr. Cheng and Ms. Liu may be deemed to beneficially own, in terms of dispositive
power, the shares held by Steady Prominent by virtue of his/her membership on advisory committee
of the trust that wholly owns Steady Prominent. Mr. Cheng and Ms. Liu share dispositive
power over the shares held by Steady Prominent with each other as current members of the
advisory committee. |
| (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. |
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.
| (6) | 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) 25,338,050 Class B ordinary shares held by Steady Prominent over which
Ms. Liu has sole voting power. |
| (7) | Represents 3,055,556 Class B ordinary shares held by Investor Link
Investments Limited. |
| (8) | Represents 9,620,410 Class A ordinary shares held by Oriental Holding
and New Amigo in which Mr. Zhu has an indirect economic interest. |
| (9) | Each of Oriental Holding and New Amigo is ultimately owned by a trust
for the benefit of certain directors, executive officers and employees of our company. The
advisory committee of the trust, currently being two employees of our company, has the sole
power to make all decisions relating to the voting and disposal of the shares held by Oriental
Holding and New Amigo, as applicable. |
| 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 person has ceased to be the beneficial owner of more than five percent of the class of securities,
check the following: ¨
See second paragraph in Item 8.
| 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 |
The Reporting Persons had filed a joint Schedule 13G and
an amendment thereto due to the fact that they may have been deemed to be a “group” for purposes of Sections 13(d) and
(g) of the Act, by virtue of Mr. Cheng, Ms. Liu and Mr. Zhu serving as members of the advisory committees of the
trusts that held the voting and/or dispositive power over Steady Prominent, Oriental Holding and New Amigo.
As of December 31, 2023, (i) Mr. Cheng,
Ms. Liu, and Mr. Zhu are no longer members of the advisory committees of the trusts that ultimately own Oriental Holding and
New Amigo and (ii) Mr. Zhu is no longer a member of the advisory committee of the trust that ultimately owns Steady Prominent.
Therefore, Oriental Holding, New Amigo and Mr. Zhu may no longer be deemed to be members of such group and this filing shall be
an “exit” filing for such persons. The remaining Reporting Persons may be deemed to be “group” for purposes of
Sections 13(d) and (g) of the Act. However, the filing of this statement should not be construed to be an admission that any
member of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) and 13(g) of the Act.
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP |
See Item 8.
Not applicable
LIST OF EXHIBITS
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2024
| 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/ Fan Wai
Ha |
| |
Name: |
Fan Wai Ha |
| |
Title: |
Authorized signatory of S.B. Vanwall Ltd. |
| |
|
|
| |
|
|
| Oriental Holding Investment Limited |
By: |
S.B. Vanwall Ltd., its sole director |
| |
|
|
| |
By: |
/s/ Fan Wai
Ha |
| |
Name: |
Fan Wai Ha |
| |
Title: |
Authorized signatory of S.B. Vanwall Ltd. |
| |
|
|
| |
|
|
| New Amigo Holding Limited |
By: |
S.B. Vanwall Ltd., its sole director |
| |
|
|
| |
By: |
/s/ Fan Wai
Ha |
| |
Name: |
Fan Wai Ha |
| |
Title: |
Authorized signatory of S.B. Vanwall Ltd. |
Exhibit 99.1
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated
under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons
(as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G with respect
to the ordinary shares, par value of $0.00002 per share, of DiDi Global Inc., a Cayman Islands exempted company, and that this Agreement
may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument.
[Signature page to follow]
SIGNATURE PAGE
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as
of February 14, 2024.
| 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/ Fan Wai Ha |
| |
Name: |
Fan Wai Ha |
| |
Title: |
Authorized signatory of S.B. Vanwall Ltd. |
| |
|
|
| |
|
|
| Oriental Holding Investment Limited |
By: |
S.B. Vanwall Ltd., its sole director |
| |
|
|
| |
By: |
/s/ Fan Wai Ha |
| |
Name: |
Fan Wai Ha |
| |
Title: |
Authorized signatory of S.B. Vanwall Ltd. |
| |
|
|
| |
|
|
| New Amigo Holding Limited |
By: |
S.B. Vanwall Ltd., its sole director |
| |
|
|
| |
By: |
/s/ Fan Wai Ha |
| |
Name: |
Fan Wai Ha |
| |
Title: |
Authorized signatory of S.B. Vanwall Ltd. |
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