SEC Form SC 13G/A filed by EHang Holdings Limited (Amendment)

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 disclosures provided in a prior cover page.

CUSIP number 26853E 102 has been assigned to the American depositary shares (“ADSs”) of the Issuer, which are quoted on The Nasdaq Global Market under the symbol “EH.” Each ADS represents two Class A ordinary shares of the Issuer. No CUSIP has been assigned to the Issuer’s Class A ordinary shares.

  Name of Reporting Person

  Huazhi Hu

  Check the Appropriate Box if a Member of a Group

  (a)     ☐     (b)     ☐

  SEC Use Only

  Citizenship or Place of Organization

  People’s Republic of China

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  39,946,818⁽¹⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  39,946,818⁽¹⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  39,946,818⁽¹⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented by Amount in Row 9

  35.1%⁽²⁾

  Type of Reporting Person

  IN

Represents (i) 250,000 Class A ordinary shares and 39,026,560 Class B ordinary shares held by Genesis Rising Limited, a British Virgin Islands company wholly owned by Mr. Huazhi Hu, and (ii) 335,129 ADSs, representing 670,258 Class A ordinary shares, directly held by Mr. Huazhi Hu. During the year ended December 31, 2022, Genesis Rising Limited transferred (a) an aggregate of 2,000,000 ordinary shares to a former family member of Mr. Huazhi Hu, and (b) an aggregate of 1,710,000 ordinary shares as consideration to purchase shares in a private company. All Class B ordinary shares involved were automatically converted into the same number of Class A ordinary shares upon such transfers. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

Calculation is based on a total of 113,860,197 ordinary shares (being the sum of 73,723,637 Class A ordinary shares and 40,136,560 Class B ordinary shares) of the Issuer outstanding as of December 31, 2021, as reported on the cover page of the Issuer’s Annual Report on Form 20-F for the fiscal year ended December 31, 2021 filed with the Securities and Exchange Commission on April 28, 2022. Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose of calculating the percentage ownership of the Reporting Persons.

  Name of Reporting Person

  Genesis Rising Limited

  Check the Appropriate Box if a Member of a Group

  (a)     ☐     (b)     ☐

  SEC Use Only

  Citizenship or Place of Organization

  British Virgin Islands

Number of

Shares

 Beneficially 

Owned by

Each

Reporting

Person

With

  Sole Voting Power

  39,276,560⁽³⁾

  Shared Voting Power

  0

  Sole Dispositive Power

  39,276,560⁽³⁾

  Shared Dispositive Power

  0

  Aggregate Amount Beneficially Owned by Each Reporting Person

  39,276,560⁽³⁾

  Check if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented by Amount in Row 9

  34.5%⁽⁴⁾

  Type of Reporting Person

  CO

Represents 250,000 Class A ordinary shares and 39,026,560 Class B ordinary shares held by Genesis Rising Limited. During the year ended December 31, 2022, Genesis Rising Limited transferred (a) an aggregate of 2,000,000 ordinary shares to a former family member of Mr. Huazhi Hu, and (b) an aggregate of 1,710,000 ordinary shares as consideration to purchase shares in a private company. All Class B ordinary shares involved were automatically converted into the same number of Class A ordinary shares upon such transfers. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

Calculation is based on a total of 113,860,197 ordinary shares (being the sum of 73,723,637 Class A ordinary shares and 40,136,560 Class B ordinary shares) of the Issuer outstanding as of December 31, 2021, as reported on the cover page of the Issuer’s Annual Report on Form 20-F for the fiscal year ended December 31, 2021 filed with the Securities and Exchange Commission on April 28, 2022. Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose of calculating the percentage ownership of the Reporting Persons.

Item 1(a).

Name of Issuer:

EHang Holdings Limited (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

11/F Building One, EHang Technology Park, No.29 Bishan Blvd., Huangpu District, Guangzhou, 510700, People’s Republic of China

Item 2(a).

Name of Person Filing:

(i) Huazhi Hu

(ii) Genesis Rising Limited

(collectively, the “Reporting Persons”).

Item 2(b).

Address of Principal Business Office or, if none, Residence:

The address of the Reporting Persons is:

11/F Building One, EHang Technology Park, No.29 Bishan Blvd., Huangpu District, Guangzhou, 510700, People’s Republic of China

Item 2(c)

Citizenship:

Huazhi Hu—the People’s Republic of China

Genesis Rising Limited—the British Virgin Islands

Item 2(d).

Title of Class of Securities:

Class A ordinary shares, par value US$0.0001 per share, of the Issuer

The Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to ten votes, on all matters submitted to shareholders for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

Item 2(e).

CUSIP Number:

26853E 102

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 Issuer’s Class A ordinary shares.

Item 3.

Item 4.

Reporting Person

Amount

beneficially

owned:

Percent

of class⁽¹⁾:

Percent of

aggregate

voting

power⁽²⁾:

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:

Huazhi Hu

Genesis Rising Limited

The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 113,860,197 ordinary shares (being the sum of 73,723,637 Class A ordinary shares and 40,136,560 Class B ordinary shares) of the Issuer outstanding as of December 31, 2021, as reported on the cover page of the Issuer’s Annual Report on Form 20-F for the fiscal year ended December 31, 2021 filed with the Securities and Exchange Commission on April 28, 2022. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. The Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose of calculating the percentage ownership of the Reporting Persons.

The percentage of voting power is calculated by dividing the voting power beneficially owned by each Reporting Person by the voting power of all of the Issuer’s Class A ordinary shares and Class B ordinary shares as a single class. Each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to ten votes, on all matters submitted to them for vote.

Represents (i) 250,000 Class A ordinary shares and 39,026,560 Class B ordinary shares held by Genesis Rising Limited, a British Virgin Islands company wholly owned by Mr. Huazhi Hu, and (ii) 335,129 ADSs, representing 670,258 Class A ordinary shares, directly held by Mr. Huazhi Hu.

Represents 250,000 Class A ordinary shares and 39,026,560 Class B ordinary shares directly held by Genesis Rising Limited.

Item 5.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person:

Not applicable

Item 7.

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

Exhibit No.

Description