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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 4)*
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DiDi Global Inc. (Name of Issuer) |
Class A Ordinary Shares, par value of $0.00002 per share (Title of Class of Securities) |
G2758H105 (CUSIP Number) |
05/02/2025 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G2758H105 |
| 1 | Names of Reporting Persons
Will Wei Cheng | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
76,171,441.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Notes:
(1) The amount set out in row (5) represents (i) 76,171,441 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, and (ii) 20,546,798 Class A ordinary shares held by certain existing shareholders who have granted voting proxies to Mr. Cheng, in each case as of April 2, 2025.
(2) The amount set out in row (7) represents 76,171,441 Class B ordinary shares held by Xiaocheng Investments Limited.
(3) The amount set out in row (9) represents 76,171,441 Class B ordinary shares held by Xiaocheng Investments Limited 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 power as illustrated in Note (1) above.
(4) The percentage of class of securities set out in row (11) is calculated by dividing the ordinary shares beneficially owned by the Reporting Person in terms of economic interests by the total number of ordinary shares outstanding as of April 2, 2025.
(5) The amount set out in row (9) represents 42.3% of the total outstanding voting power. The percentage of voting power is calculated by dividing the voting power of the ordinary shares 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 April 2, 2025. 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.
SCHEDULE 13G
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| CUSIP No. | G2758H105 |
| 1 | Names of Reporting Persons
Xiaocheng Investments Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
76,171,441.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The percentage of class of securities set out in row (11) is calculated by dividing the ordinary shares beneficially owned by the Reporting Person in terms of economic interests by the total number of ordinary shares outstanding as of April 2, 2025. The amount set out in row (9) represents 41.2% of the total outstanding voting power. The percentage of voting power is calculated by dividing the voting power of the ordinary shares 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 April 2, 2025. 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.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
DiDi Global Inc. | |
| (b) | Address of issuer's principal executive offices:
DiDi Xinchenghai Building 1, Yard 6, North Ring Road, Tangjialing, Haidian Beijing, F4, 100193 | |
| Item 2. | ||
| (a) | Name of person filing:
Will Wei Cheng | |
| (b) | Address or principal business office or, if none, residence:
DiDi Xinchenghai, Building 1, Yard 6, North Ring Road, Tangjialing Haidian District, Beijing, People's Republic of China | |
| (c) | Citizenship:
People's Republic of China | |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value of $0.00002 per share | |
| (e) | CUSIP No.:
G2758H105 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
76,171,441 | |
| (b) | Percent of class:
6.5% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
96,718,239 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
76,171,441 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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Exhibit Information
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99.1 Joint Filing Agreement
99.2 Supplemental Information Regarding Item 4 |
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 May 2, 2025.
| Will Wei Cheng | /s/ Will Wei Cheng | |
| Xiaocheng Investments Limited | By: | /s/ Will Wei Cheng |
| Name: | Will Wei Cheng | |
| Title: | Director | |
Exhibit 99.2
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 April 2, 2025. The table below is prepared based on 1,164,090,480 ordinary shares (consisting of 1,087,919,039 Class A ordinary shares and 76,171,441 Class B ordinary shares) of the Issuer outstanding as of April 2, 2025.
| 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 | 76,171,441 | (1) | 6.5 | % | 42.3 | % | 96,718,239 | (2) | 0 | 76,171,441 | (1) | 0 | ||||||||||
| Xiaocheng Investments Limited | 76,171,441 | (1) | 6.5 | % | 41.2 | % | 76,171,441 | (1) | 0 | 76,171,441 | (1) | 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 total number of ordinary shares outstanding as of April 2, 2025.
** The percentage of voting power is calculated by dividing the voting power of the ordinary shares 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 April 2, 2025. 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 76,171,441 Class B ordinary shares held by Xiaocheng Investments Limited over which Mr. Cheng has sole voting and dispositive power. 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) 76,171,44 Class B ordinary shares held by Xiaocheng Investments Limited over which Mr. Cheng has sole voting and dispositive power, and (ii) 20,546,798 Class A ordinary shares held by certain existing shareholders who have granted voting proxies to Mr. Cheng. |