SEC Form SC 13G filed by DiDi Global Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
DiDi Global Inc.
(Name of Issuer)
Class A Ordinary Shares, par value US$0.00002 per share
(Title of Class of Securities)
G2758H105
(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. |
| ** | There is no CUSIP number assigned to the Class A Ordinary Shares, par value US$0.00002 per share (“Class A Ordinary Shares”). CUSIP number G2758H105 has been assigned to the American Depositary Shares (“ADSs”) of DiDi Global Inc. (the “Issuer”), which are quoted on the New York Stock Exchange under the symbol “DIDI.” Four ADSs represent one Class A Ordinary Share. |
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. G2758H105 | SCHEDULE 13G | Page 2 of 6 |
| 1. |
Names of Reporting Persons
Tencent Holdings 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
78,853,384 Class A Ordinary Shares | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
78,853,384 Class A Ordinary Shares | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
78,853,384 Class A Ordinary Shares | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
7.4% | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| CUSIP No. G2758H105 | SCHEDULE 13G | Page 3 of 6 |
| 1. |
Names of Reporting Persons
THL A11 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
75,777,780 Class A Ordinary Shares | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
75,777,780 Class A Ordinary Shares | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
75,777,780 Class A Ordinary Shares | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
7.1% | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| CUSIP No. G2758H105 | SCHEDULE 13G | Page 4 of 6 |
| 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: |
Tencent Holdings Limited
THL A11 Limited
| Item 2(b). | Address or Principal Business Office or, if None, Residence: |
Principal business office for Tencent Holdings Limited:
Level 29, Three Pacific Place, No.1 Queen’s Road East, Wanchai, Hong Kong
Registered office for THL A11 Limited:
Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110,
British Virgin Islands
| Item 2(c). | Citizenship: |
Tencent Holdings Limited — Cayman Islands
THL A11 Limited — British Virgin Islands
| Item 2(d). | Title of Class of Securities: |
Class A Ordinary Shares, par value US$0.00002 per share. Four ADSs represent one Class A Ordinary Share.
| Item 2(e). | CUSIP Number: |
There is no CUSIP number assigned to the Class A Ordinary Shares. CUSIP number G2758H105 has been assigned to the ADSs of the Issuer, which are quoted on the New York Stock Exchange under the symbol “DIDI.”
| 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); |
| (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). |
| CUSIP No. G2758H105 | SCHEDULE 13G | Page 5 of 6 |
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 1,064,585,605 Class A Ordinary Shares of the Issuer outstanding as of September 30, 2021, calculated based on the latest filings publicly filed or furnished by the Issuer with the U.S. Securities and Exchange Commission.
As of December 31, 2021, Tencent Holdings Limited may be deemed to have beneficial ownership over 75,777,780 Class A Ordinary Shares held of record by THL A11 Limited, 1,785,500 Class A Ordinary Shares represented by ADSs held of record by THL E Limited and 1,290,104 Class A Ordinary Shares held of record by Tencent Growthfund Limited, all of which are controlled by Tencent Holdings Limited.
(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. G2758H105 | SCHEDULE 13G | Page 6 of 6 |
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 10, 2022
| TENCENT HOLDINGS LIMITED | ||
| By: | /s/ Ma Huateng | |
| Name: | Ma Huateng |
| Title: | Director |
| THL A11 LIMITED | ||
| By: | /s/ Ma Huateng | |
| Name: | Ma Huateng |
| Title: | Director |
[Signature Page to Schedule 13G]
LIST OF EXHIBITS
| Exhibit No. |
Description | |
| A | Joint Filing Agreement | |