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GGV Capital V L.P., et al. – ‘SC 13G/A’ on 2/14/22 re: EHang Holdings Ltd.

On:  Monday, 2/14/22, at 4:38pm ET   ·   Accession #:  1104659-22-22968   ·   File #:  5-91328

Previous ‘SC 13G’:  ‘SC 13G/A’ on 2/16/21   ·   Next:  ‘SC 13G’ on 2/14/22   ·   Latest:  ‘SC 13G/A’ on 2/14/24

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/14/22  GGV Capital V L.P.                SC 13G/A               1:188K EHang Holdings Ltd.               Toppan Merrill/FA
          GGV Capital V Entrepreneurs Fund L.P.
          GGV Capital V L.L.C.
          Glenn Solomon
          Hans Tung
          Jeffrey Gordon Richards
          Jenny Hong Wei Lee
          Jixun Foo

Amendment to Statement of Acquisition of Beneficial Ownership by a “Passive” Investor   —   Schedule 13G   —   WA’68

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13G/A    Amendment to Statement of Acquisition of            HTML     94K 
                Beneficial Ownership by a "Passive" Investor                     


This is an HTML Document rendered as filed.  [ Alternative Formats ]



 

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 2) *

 

Ehang Holdings Limited

(Name of Issuer)

 

Class A ordinary shares, par value $0.0001 per share 

(Title of Class of Securities)

 

26853E 10 2 **

(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)

 

x          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.

 

** CUSIP number 26853E 10 2 has been assigned to the American depositary shares (“ADSs”) of the Issuer, which are quoted on The Nasdaq Stock Market under the symbol “EH.” Each ADS represents two Class A Ordinary Shares of the Issuer. No CUSIP number has been assigned to the Class A Ordinary Shares of the Issuer.

 

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).

 

 

 

 C: 

 

 

 

CUSIP No. 26853E 10 2 13G  

 

1.

Names of Reporting Persons
GGV Capital V L.P.

 

2.

Check the Appropriate Box if a Member of a Group (see instructions)

 

 
  (a)   ¨  
  (b)   x (1)  
3.

SEC USE ONLY

 

4.

Citizenship or Place of Organization

Delaware, United States of America

 

 

Number of

 

Shares

 

Beneficially

 

Owned by

 

Each

 

Reporting

 

Person With:

 

5.

Sole Voting Power

 

6.

Shared Voting Power

4,675,178 ordinary shares (2)

 

7.

Sole Dispositive Power

 

8.

Shared Dispositive Power

4,675,178 ordinary shares (2)

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

4,675,178 ordinary shares (2)

 

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% of Class A Ordinary Shares (4.2% of ordinary shares) (3)

 

12.

Type of Reporting Person (see instructions)

PN

 

 

(1)This statement on Schedule 13G is filed by GGV Capital V L.P., GGV Capital V Entrepreneurs Fund L.P., GGV Capital V L.L.C., Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung (collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Consists of Class A ordinary shares represented by 2,337,589 American Depositary Shares (“ADS”) held by GGV Capital V L.P. GGV Capital V L.L.C. serves as the General Partner of GGV Capital V L.P. As such, GGV Capital V L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. GGV Capital V L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital V L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.
(3)The percentage of ordinary shares beneficially owned by each of the Reporting Persons is based on a total of 110,858,067 ordinary shares (being the sum of 65,865,512 Class A ordinary shares and 44,992,555 Class B ordinary shares) of the Issuer outstanding as of March 31, 2021, as set forth in the Issuer’s Form 20-F filed with the Securities and Exchange Commission on June 15, 2021. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 65,865,512 Class A ordinary shares outstanding as of March 31, 2021. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

 

 C: 

Page  C: 2

 

 

CUSIP No. 26853E 10 2 13G  

 

1.

Names of Reporting Persons
GGV Capital V Entrepreneurs Fund L.P.

 

2.

Check the Appropriate Box if a Member of a Group (see instructions)

 

 
  (a)   ¨  
  (b)   x (1)  
3.

SEC USE ONLY

 

4.

Citizenship or Place of Organization

Delaware, United States of America

 

 

Number of

 

Shares

 

Beneficially

 

Owned by

 

Each

 

Reporting

 

Person With: 

 

5.

Sole Voting Power

 

6.

Shared Voting Power

171,586 ordinary shares (2)

 

7.

Sole Dispositive Power

 

8.

Shared Dispositive Power

171,586 ordinary shares (2)

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

171,586 ordinary shares (2)

 

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) ¨
     
11.

Percent of Class Represented by Amount in Row 9

0.3% of Class A Ordinary Shares (0.2% of ordinary shares) (3)

 

12.

Type of Reporting Person (see instructions)

PN

 

 

(1)This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Consists of Class A ordinary shares represented by 85,793 American Depositary Shares (“ADS”) held by GGV Capital V Entrepreneurs Fund L.P. GGV Capital V L.L.C. serves as the General Partner of GGV Capital V Entrepreneurs Fund L.P. As such, GGV Capital V L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V Entrepreneurs Fund L.P. GGV Capital V L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital V L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V Entrepreneurs Fund L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.
(3)The percentage of ordinary shares beneficially owned by each of the Reporting Persons is based on a total of 110,858,067 ordinary shares (being the sum of 65,865,512 Class A ordinary shares and 44,992,555 Class B ordinary shares) of the Issuer outstanding as of March 31, 2021, as set forth in the Issuer’s Form 20-F filed with the Securities and Exchange Commission on June 15, 2021. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 65,865,512 Class A ordinary shares outstanding as of March 31, 2021. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

 

 C: 

Page 3

 

 

CUSIP No. 26853E 10 2 13G  

 

1.

Names of Reporting Persons
GGV Capital V L.L.C.

 

2.

Check the Appropriate Box if a Member of a Group (see instructions)

 

 
  (a)   ¨  
  (b)   x (1)  
3.

SEC USE ONLY

 

4.

Citizenship or Place of Organization

Delaware, United States of America

 

 

Number of

 

Shares

 

Beneficially

 

Owned by

 

Each

 

Reporting

 

Person With:

 

5.

Sole Voting Power

 

6.

Shared Voting Power

4,846,764 ordinary shares (2)

 

7.

Sole Dispositive Power

 

8.

Shared Dispositive Power

4,846,764 ordinary shares (2)

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

4,846,764 ordinary shares (2)

 

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% of Class A Ordinary Shares (4.4% of ordinary shares) (3)

 

12.

Type of Reporting Person (see instructions)

OO

 

 

(1)This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Consists of (i) 4,675,178 Class A ordinary shares held by GGV Capital V L.P., and (ii) 171,586 Class A ordinary shares held by GGV Capital V Entrepreneurs Fund L.P. GGV Capital V L.L.C. serves as the General Partner of GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. As such, GGV Capital V L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. GGV Capital V L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital V L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.
(3)The percentage of ordinary shares beneficially owned by each of the Reporting Persons is based on a total of 110,858,067 ordinary shares (being the sum of 65,865,512 Class A ordinary shares and 44,992,555 Class B ordinary shares) of the Issuer outstanding as of March 31, 2021, as set forth in the Issuer’s Form 20-F filed with the Securities and Exchange Commission on June 15, 2021. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 65,865,512 Class A ordinary shares outstanding as of March 31, 2021. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

 

 C: 

Page 4

 

 

CUSIP No. 26853E 10 2 13G  

 

1.

Names of Reporting Persons
Jixun Foo

 

2.

Check the Appropriate Box if a Member of a Group (see instructions)

 

 
  (a)   ¨  
  (b)   x (1)  
3.

SEC USE ONLY

 

4.

Citizenship or Place of Organization

Singapore

 

 

Number of

 

Shares

 

Beneficially

 

Owned by

 

Each

 

Reporting

 

Person With:

 

5.

Sole Voting Power

 

6.

Shared Voting Power

4,846,764 ordinary shares (2)

 

7.

Sole Dispositive Power

 

8.

Shared Dispositive Power

4,846,764 ordinary shares (2)

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

4,846,764 ordinary shares (2)

 

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% of Class A Ordinary Shares (4.4% of ordinary shares) (3)

 

12.

Type of Reporting Person (see instructions)

IN

 

 

(1)This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Consists of (i) 4,675,178 Class A ordinary shares held by GGV Capital V L.P., and (ii) 171,586 Class A ordinary shares held by GGV Capital V Entrepreneurs Fund L.P. GGV Capital V L.L.C. serves as the General Partner of GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. As such, GGV Capital V L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. GGV Capital V L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital V L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.
(3)The percentage of ordinary shares beneficially owned by each of the Reporting Persons is based on a total of 110,858,067 ordinary shares (being the sum of 65,865,512 Class A ordinary shares and 44,992,555 Class B ordinary shares) of the Issuer outstanding as of March 31, 2021, as set forth in the Issuer’s Form 20-F filed with the Securities and Exchange Commission on June 15, 2021. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 65,865,512 Class A ordinary shares outstanding as of March 31, 2021. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

 

 C: 

Page 5

 

 

CUSIP No. 26853E 10 2 13G  

 

1.

Names of Reporting Persons
Glenn Solomon

 

2.

Check the Appropriate Box if a Member of a Group (see instructions)

 

 
  (a)   ¨  
  (b)   x (1)  
3.

SEC USE ONLY

 

4.

Citizenship or Place of Organization

United States of America

 

 

Number of

 

Shares

 

Beneficially

 

Owned by

 

Each

 

Reporting

 

Person With:

 

5.

Sole Voting Power

 

6.

Shared Voting Power

4,846,764 ordinary shares (2)

 

7.

Sole Dispositive Power

 

8.

Shared Dispositive Power

4,846,764 ordinary shares (2)

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

4,846,764 ordinary shares (2)

 

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% of Class A Ordinary Shares (4.4% of ordinary shares) (3)

 

12.

Type of Reporting Person (see instructions)

IN

 

 

(1)This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Consists of (i) 4,675,178 Class A ordinary shares held by GGV Capital V L.P., and (ii) 171,586 Class A ordinary shares held by GGV Capital V Entrepreneurs Fund L.P. GGV Capital V L.L.C. serves as the General Partner of GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. As such, GGV Capital V L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. GGV Capital V L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital V L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.
(3)The percentage of ordinary shares beneficially owned by each of the Reporting Persons is based on a total of 110,858,067 ordinary shares (being the sum of 65,865,512 Class A ordinary shares and 44,992,555 Class B ordinary shares) of the Issuer outstanding as of March 31, 2021, as set forth in the Issuer’s Form 20-F filed with the Securities and Exchange Commission on June 15, 2021. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 65,865,512 Class A ordinary shares outstanding as of March 31, 2021. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

 

 C: 

Page 6

 

 

CUSIP No. 26853E 10 2 13G  

 

1.

Names of Reporting Persons
Jenny Hong Wei Lee

 

2.

Check the Appropriate Box if a Member of a Group (see instructions)

 

 
  (a)   ¨  
  (b)   x (1)  
3.

SEC USE ONLY

 

4.

Citizenship or Place of Organization

Singapore

 

 

Number of

 

Shares

 

Beneficially

 

Owned by

 

Each

 

Reporting

 

Person With:

 

5.

Sole Voting Power

 

6.

Shared Voting Power

4,846,764 ordinary shares (2)

 

7.

Sole Dispositive Power

 

8.

Shared Dispositive Power

4,846,764 ordinary shares (2)

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

4,846,764 ordinary shares (2)

 

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% of Class A Ordinary Shares (4.4% of ordinary shares) (3)

 

12.

Type of Reporting Person (see instructions)

IN

 

 

(1)This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Consists of (i) 4,675,178 Class A ordinary shares held by GGV Capital V L.P., and (ii) 171,586 Class A ordinary shares held by GGV Capital V Entrepreneurs Fund L.P. GGV Capital V L.L.C. serves as the General Partner of GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. As such, GGV Capital V L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. GGV Capital V L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital V L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.
(3)The percentage of ordinary shares beneficially owned by each of the Reporting Persons is based on a total of 110,858,067 ordinary shares (being the sum of 65,865,512 Class A ordinary shares and 44,992,555 Class B ordinary shares) of the Issuer outstanding as of March 31, 2021, as set forth in the Issuer’s Form 20-F filed with the Securities and Exchange Commission on June 15, 2021. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 65,865,512 Class A ordinary shares outstanding as of March 31, 2021. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

 

 C: 

Page 7

 

 

 C: 

 

CUSIP No. 26853E 10 2 13G  

 

1.

Names of Reporting Persons
Jeffrey Gordon Richards

 

2.

Check the Appropriate Box if a Member of a Group (see instructions)

 

 
  (a)   ¨  
  (b)   x (1)  
3.

SEC USE ONLY

 

4.

Citizenship or Place of Organization

United States of America

 

 

Number of

 

Shares

 

Beneficially

 

Owned by

 

Each

 

Reporting

 

Person With:

 

5.

Sole Voting Power

 

6.

Shared Voting Power

4,846,764 ordinary shares (2)

 

7.

Sole Dispositive Power

 

8.

Shared Dispositive Power

4,846,764 ordinary shares (2)

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

4,846,764 ordinary shares (2)

 

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% of Class A Ordinary Shares (4.4% of ordinary shares) (3)

 

12.

Type of Reporting Person (see instructions)

IN

 

 

(1)This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Consists of (i) 4,675,178 Class A ordinary shares held by GGV Capital V L.P., and (ii) 171,586 Class A ordinary shares held by GGV Capital V Entrepreneurs Fund L.P. GGV Capital V L.L.C. serves as the General Partner of GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. As such, GGV Capital V L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. GGV Capital V L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital V L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.
(3)The percentage of ordinary shares beneficially owned by each of the Reporting Persons is based on a total of 110,858,067 ordinary shares (being the sum of 65,865,512 Class A ordinary shares and 44,992,555 Class B ordinary shares) of the Issuer outstanding as of March 31, 2021, as set forth in the Issuer’s Form 20-F filed with the Securities and Exchange Commission on June 15, 2021. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 65,865,512 Class A ordinary shares outstanding as of March 31, 2021. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

 

 C: 

Page 8

 

 

CUSIP No. 26853E 10 2 13G  

 

1.

Names of Reporting Persons
Hans Tung

 

2.

Check the Appropriate Box if a Member of a Group (see instructions)

 

 
  (a)   ¨  
  (b)   x (1)  
3.

SEC USE ONLY

 

4.

Citizenship or Place of Organization

United States of America

 

 

Number of 

 

Shares 

 

Beneficially 

 

Owned by 

 

Each 

 

Reporting

 

Person With:

 

5.

Sole Voting Power

 

6.

Shared Voting Power

4,846,764 ordinary shares (2)

 

7.

Sole Dispositive Power

 

8.

Shared Dispositive Power

4,846,764 ordinary shares (2)

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

4,846,764 ordinary shares (2)

 

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% of Class A Ordinary Shares (4.4% of ordinary shares) (3)

 

12.

Type of Reporting Person (see instructions)

IN

 

 

(1)This statement on Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Consists of (i) 4,675,178 Class A ordinary shares held by GGV Capital V L.P., and (ii) 171,586 Class A ordinary shares held by GGV Capital V Entrepreneurs Fund L.P. GGV Capital V L.L.C. serves as the General Partner of GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. As such, GGV Capital V L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. GGV Capital V L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital V L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.
(3)The percentage of ordinary shares beneficially owned by each of the Reporting Persons is based on a total of 110,858,067 ordinary shares (being the sum of 65,865,512 Class A ordinary shares and 44,992,555 Class B ordinary shares) of the Issuer outstanding as of March 31, 2021, as set forth in the Issuer’s Form 20-F filed with the Securities and Exchange Commission on June 15, 2021. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 65,865,512 Class A ordinary shares outstanding as of March 31, 2021. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

 

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CUSIP No. 26853E 10 2 13G  

 

Introductory Note: This statement on Schedule 13G is filed on behalf of the Reporting Persons, in respect of the Class A ordinary shares, par value $0.0001 per share Ehang Holdings Limited (the “Issuer”).

 

Item 1(a).Name of Issuer:

 

  Ehang Holdings Limited

 

Item 1(b).Address of Issuer’s Principal Executive Officers:

 

  Building #C, Yixiang Technology Park No. 72
  Nanxiang 2nd Road
  Guangzhou F4 510700
  People’s Republic of China

 

Item 2(a).Name of Person(s) Filing:

 

  GGV Capital V L.P.
  GGV Capital V Entrepreneurs Fund L.P.
  GGV Capital V L.L.C.
  Jixun Foo
  Glenn Solomon
  Jenny Hong Wei Lee
  Jeffrey Gordon Richards
  Hans Tung

 

Item 2(b).Address of Principal Business Office:

 

  GGV Capital
  3000 Sand Hill Road, Suite 4-230
  Menlo Park, California 94025
  United States of America

 

Item 2(c).Citizenship or Place of Organization:

 

Name Citizenship or Place of Organization
1.       GGV Capital V L.P. Delaware, United States of America
2.       GGV Capital V Entrepreneurs Fund L.P. Delaware, United States of America
3.       GGV Capital V L.L.C. Delaware, United States of America
4.       Jixun Foo Singapore
5.       Glenn Solomon United States of America
6.       Jenny Hong Wei Lee Singapore
7.       Jeffrey Gordon Richards United States of America
8.       Hans Tung United States of America

 

Item 2(d).Title of Class of Securities:

 

Class A ordinary shares, par value $0.0001 per share

 

Item 2(e).CUSIP Number:

 

26853E 10 2. 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 Class A ordinary shares.

 

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CUSIP No. 26853E 10 2 13G  

 

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:

 

Not applicable.

 

Item 4(a).Amount Beneficially Owned:

 

Item 4(b).Percent of Class:

 

Item 4(c).Number of shares as to which such persons have:

 

The following information with respect to the ownership of the Class A Ordinary Shares of the Issuer by the Reporting Persons filing this statement on Schedule 13G as of December 31, 2021:

 

Reporting Persons  Shares Held
Directly (1)
 

Shared

Voting

Power

  Shared
Dispositive
Power
  Beneficial
Ownership
  Percentage
of Class A Ordinary Shares (3)
GGV Capital V L.P.   4,675,178   4,675,178   4,675,178   4,675,178  7.1% of Class A Ordinary Shares (4.2% of ordinary shares)
GGV Capital V Entrepreneurs Fund L.P.   171,586   171,586   171,586   171,586  0.3% of Class A Ordinary Shares (0.2% of ordinary shares)
GGV Capital V L.L.C. (2)   0   4,846,764   4,846,764   4,846,764  7.4% of Class A Ordinary Shares (4.4% of ordinary shares)
Jixun Foo (2)   0   4,846,764   4,846,764   4,846,764  7.4% of Class A Ordinary Shares (4.4% of ordinary shares)
Glenn Solomon (2)   0   4,846,764   4,846,764   4,846,764  7.4% of Class A Ordinary Shares (4.4% of ordinary shares)
Jenny Hong Wei Lee (2)   0   4,846,764   4,846,764   4,846,764  7.4% of Class A Ordinary Shares (4.4% of ordinary shares)
Jeffrey Gordon Richards (2)   0   4,846,764   4,846,764   4,846,764  7.4% of Class A Ordinary Shares (4.4% of ordinary shares)
Hans Tung (2)   0   4,846,764   4,846,764   4,846,764  7.4% of Class A Ordinary Shares (4.4% of ordinary shares)

 

(1)Represents the number of Class A ordinary shares, including shares underlying ADSs, currently held by the Reporting Persons.

(2)GGV Capital V L.L.C. serves as the General Partner of GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. As such, GGV Capital V L.L.C. possesses power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. GGV Capital V L.L.C. owns no securities of the Issuer directly. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Capital V L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung possess power to direct the voting and disposition of the shares owned by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. and may be deemed to have indirect beneficial ownership of the shares held by GGV Capital V L.P. and GGV Capital V Entrepreneurs Fund L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of the Issuer directly.

(3)The percentage of ordinary shares beneficially owned by each of the Reporting Persons is based on a total of 110,858,067 ordinary shares (being the sum of 65,865,512 Class A ordinary shares and 44,992,555 Class B ordinary shares) of the Issuer outstanding as of March 31, 2021, as set forth in the Issuer’s Form 20-F filed with the Securities and Exchange Commission on June 15, 2021. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 65,865,512 Class A ordinary shares outstanding as of March 31, 2021. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on a one-for-one basis, whereas Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

 

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 Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨

 

Item 6.Ownership of More Than Five Percent on Behalf of Another Person:

 

Not applicable.

 

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CUSIP No. 26853E 10 2 13G  

 

Item 7.Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:

 

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.

 

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CUSIP No. 26853E 10 2 13G  

 

SIGNATURES

 

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, 2022

 

GGV Capital V L.P.  
BY: GGV Capital V L.L.C.  
ITS: General Partner  
   
By:   /s/ Terence Jen  
  Terence Jen  
  Attorney-in-fact  
   
GGV CAPITAL V ENTREPRENEURS FUND L.P.  
BY: GGV Capital V L.L.C.  
ITS: General Partner  
   
By: /s/ Terence Jen  
  Terence Jen  
  Attorney-in-fact  
   
GGV Capital V L.L.C.  
   
By: /s/ Terence Jen  
  Terence Jen  
  Attorney-in-fact  
   
/s/ Jixun Foo  
Jixun Foo  
   
/s/ Glenn Solomon  
Glenn Solomon  
   
/s/ Jenny Hong Wei Lee  
Jenny Hong Wei Lee  
   
/s/ Jeffrey Gordon Richards  
Jeffrey Gordon Richards  
   
/s/ Hans Tung  
Hans Tung  

 

Exhibit(s):

 

Exhibit 99.1:     Joint Filing Statement

 

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AGREEMENT

 

Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that only one statement containing the information required by Schedule 13G need be filed with respect to the ownership by each of the undersigned of Class A ordinary shares of Ehang Holdings Limited.

 

Dated: February 14, 2022

 

GGV Capital V L.P.  
BY: GGV Capital V L.L.C.  
ITS: General Partner  
   
By:   /s/ Terence Jen  
  Terence Jen  
  Attorney-in-fact  
   
GGV CAPITAL V ENTREPRENEURS FUND L.P.  
BY: GGV Capital V L.L.C.  
ITS: General Partner  
   
By: /s/ Terence Jen  
  Terence Jen  
  Attorney-in-fact  
   
GGV Capital V L.L.C.  
   
By: /s/ Terence Jen  
  Terence Jen  
  Attorney-in-fact  
   
/s/ Jixun Foo  
Jixun Foo  
   
/s/ Glenn Solomon  
Glenn Solomon  
   
/s/ Jenny Hong Wei Lee  
Jenny Hong Wei Lee  
   
/s/ Jeffrey Gordon Richards  
Jeffrey Gordon Richards  
   
/s/ Hans Tung  
Hans Tung  

 

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13G/A’ Filing    Date    Other Filings
Filed on:2/14/22SC 13G,  SC 13G/A
12/31/2120-F
6/15/2120-F
3/31/21
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