SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. ) *
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, 2019
(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. |
| ** | 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).
Page 1
| 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) ☒ (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
10,706,749 ordinary shares (2) | |||||
| 7. | Sole Dispositive Power
| |||||
| 8. | Shared Dispositive Power
10,706,749 ordinary shares (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
10,706,749 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
17.7% of Class A Ordinary Shares (10.1% 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 (i) 10,398,077 Class A ordinary shares and (ii) 308,672 Class A ordinary shares represented by 154,336 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 as of December 31, 2019 is based on a total of 106,076,731 ordinary shares (being the sum of 60,654,068 Class A ordinary shares and 45,422,663 Class B ordinary shares) of the Issuer outstanding as of December 16, 2019, as set forth in the Issuer’s final prospectus dated December 11, 2019, filed with the Securities and Exchange Commission on December 12, 2019. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 60,654,068 Class A ordinary shares outstanding as of December 16, 2019. 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. |
Page 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) ☒ (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
392,937 ordinary shares (2) | |||||
| 7. | Sole Dispositive Power
| |||||
| 8. | Shared Dispositive Power
392,937 ordinary shares (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
392,937 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
0.6% of Class A Ordinary Shares (0.4% 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 (i) 381,609 Class A ordinary shares and (ii) 11,328 Class A ordinary shares represented by 5,664 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 as of December 31, 2019 is based on a total of 106,076,731 ordinary shares (being the sum of 60,654,068 Class A ordinary shares and 45,422,663 Class B ordinary shares) of the Issuer outstanding as of December 16, 2019, as set forth in the Issuer’s final prospectus dated December 11, 2019, filed with the Securities and Exchange Commission on December 12, 2019. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 60,654,068 Class A ordinary shares outstanding as of December 16, 2019. 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. |
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) ☒ (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
11,099,686 ordinary shares (2) | |||||
| 7. | Sole Dispositive Power
| |||||
| 8. | Shared Dispositive Power
11,099,686 ordinary shares (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,099,686 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
18.3% of Class A Ordinary Shares (10.5% 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) 10,398,077 Class A ordinary shares held by GGV Capital V L.P., (ii) 381,609 Class A ordinary shares held by GGV Capital V Entrepreneurs Fund L.P., (iii) 308,672 Class A ordinary shares represented by 154,336 ADSs held by GGV Capital V L.P. and (iv) 11,328 Class A ordinary shares represented by 5,664 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 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 Entrepreneur 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 as of December 31, 2019 is based on a total of 106,076,731 ordinary shares (being the sum of 60,654,068 Class A ordinary shares and 45,422,663 Class B ordinary shares) of the Issuer outstanding as of December 16, 2019, as set forth in the Issuer’s final prospectus dated December 11, 2019, filed with the Securities and Exchange Commission on December 12, 2019. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 60,654,068 Class A ordinary shares outstanding as of December 16, 2019. 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. |
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) ☒ (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
11,099,686 ordinary shares (2) | |||||
| 7. | Sole Dispositive Power
| |||||
| 8. | Shared Dispositive Power
11,099,686 ordinary shares (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,099,686 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
18.3% of Class A Ordinary Shares (10.5% 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) 10,398,077 Class A ordinary shares held by GGV Capital V L.P., (ii) 381,609 Class A ordinary shares held by GGV Capital V Entrepreneurs Fund L.P., (iii) 308,672 Class A ordinary shares represented by 154,336 ADSs held by GGV Capital V L.P. and (iv) 11,328 Class A ordinary shares represented by 5,664 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 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 as of December 31, 2019 is based on a total of 106,076,731 ordinary shares (being the sum of 60,654,068 Class A ordinary shares and 45,422,663 Class B ordinary shares) of the Issuer outstanding as of December 16, 2019, as set forth in the Issuer’s final prospectus dated December 11, 2019, filed with the Securities and Exchange Commission on December 12, 2019. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 60,654,068 Class A ordinary shares outstanding as of December 16, 2019. 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. |
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) ☒ (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
11,099,686 ordinary shares (2) | |||||
| 7. | Sole Dispositive Power
| |||||
| 8. | Shared Dispositive Power
11,099,686 ordinary shares (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,099,686 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
18.3% of Class A Ordinary Shares (10.5% 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) 10,398,077 Class A ordinary shares held by GGV Capital V L.P., (ii) 381,609 Class A ordinary shares held by GGV Capital V Entrepreneurs Fund L.P., (iii) 308,672 Class A ordinary shares represented by 154,336 ADSs held by GGV Capital V L.P. and (iv) 11,328 Class A ordinary shares represented by 5,664 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 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 as of December 31, 2019 is based on a total of 106,076,731 ordinary shares (being the sum of 60,654,068 Class A ordinary shares and 45,422,663 Class B ordinary shares) of the Issuer outstanding as of December 16, 2019, as set forth in the Issuer’s final prospectus dated December 11, 2019, filed with the Securities and Exchange Commission on December 12, 2019. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 60,654,068 Class A ordinary shares outstanding as of December 16, 2019. 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. |
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) ☒ (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
11,099,686 ordinary shares (2) | |||||
| 7. | Sole Dispositive Power
| |||||
| 8. | Shared Dispositive Power
11,099,686 ordinary shares (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,099,686 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
18.3% of Class A Ordinary Shares (10.5% 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) 10,398,077 Class A ordinary shares held by GGV Capital V L.P., (ii) 381,609 Class A ordinary shares held by GGV Capital V Entrepreneurs Fund L.P., (iii) 308,672 Class A ordinary shares represented by 154,336 ADSs held by GGV Capital V L.P. and (iv) 11,328 Class A ordinary shares represented by 5,664 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 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 as of December 31, 2019 is based on a total of 106,076,731 ordinary shares (being the sum of 60,654,068 Class A ordinary shares and 45,422,663 Class B ordinary shares) of the Issuer outstanding as of December 16, 2019, as set forth in the Issuer’s final prospectus dated December 11, 2019, filed with the Securities and Exchange Commission on December 12, 2019. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 60,654,068 Class A ordinary shares outstanding as of December 16, 2019. 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. |
Page 7
| 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) ☒ (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
11,099,686 ordinary shares (2) | |||||
| 7. | Sole Dispositive Power
| |||||
| 8. | Shared Dispositive Power
11,099,686 ordinary shares (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,099,686 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
18.3% of Class A Ordinary Shares (10.5% 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) 10,398,077 Class A ordinary shares held by GGV Capital V L.P., (ii) 381,609 Class A ordinary shares held by GGV Capital V Entrepreneurs Fund L.P., (iii) 308,672 Class A ordinary shares represented by 154,336 ADSs held by GGV Capital V L.P. and (iv) 11,328 Class A ordinary shares represented by 5,664 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 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 as of December 31, 2019 is based on a total of 106,076,731 ordinary shares (being the sum of 60,654,068 Class A ordinary shares and 45,422,663 Class B ordinary shares) of the Issuer outstanding as of December 16, 2019, as set forth in the Issuer’s final prospectus dated December 11, 2019, filed with the Securities and Exchange Commission on December 12, 2019. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 60,654,068 Class A ordinary shares outstanding as of December 16, 2019. 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. |
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) ☒ (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
11,099,686 ordinary shares (2) | |||||
| 7. | Sole Dispositive Power
| |||||
| 8. | Shared Dispositive Power
11,099,686 ordinary shares (2) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
11,099,686 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
18.3% of Class A Ordinary Shares (10.5% 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) 10,398,077 Class A ordinary shares held by GGV Capital V L.P., (ii) 381,609 Class A ordinary shares held by GGV Capital V Entrepreneurs Fund L.P., (iii) 308,672 Class A ordinary shares represented by 154,336 ADSs held by GGV Capital V L.P. and (iv) 11,328 Class A ordinary shares represented by 5,664 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 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 as of December 31, 2019 is based on a total of 106,076,731 ordinary shares (being the sum of 60,654,068 Class A ordinary shares and 45,422,663 Class B ordinary shares) of the Issuer outstanding as of December 16, 2019, as set forth in the Issuer’s final prospectus dated December 11, 2019, filed with the Securities and Exchange Commission on December 12, 2019. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 60,654,068 Class A ordinary shares outstanding as of December 16, 2019. 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. |
Page 9
| 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.
Page 10
| 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 ADS of the Issuer by the Reporting Persons filing this statement on Schedule 13G as of December 31, 2019:
| 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. |
10,706,749 | 10,706,749 | 10,706,749 | 10,706,749 | 17.7% of Class A Ordinary Shares (10.1% of ordinary shares) | |||||||||||||
| GGV Capital V Entrepreneurs Fund L.P. |
392,937 | 392,937 | 392,937 | 392,937 | 0.6% of Class A Ordinary Shares (0.4% of ordinary shares) | |||||||||||||
| GGV Capital V L.L.C. (2) |
0 | 11,099,686 | 11,099,686 | 11,099,686 | 18.3% of Class A Ordinary Shares (10.5% of ordinary shares) | |||||||||||||
| Jixun Foo (2) |
0 | 11,099,686 | 11,099,686 | 11,099,686 | 18.3% of Class A Ordinary Shares (10.5% of ordinary shares) | |||||||||||||
| Glenn Solomon (2) |
0 | 11,099,686 | 11,099,686 | 11,099,686 | 18.3% of Class A Ordinary Shares (10.5% of ordinary shares) | |||||||||||||
| Jenny Hong Wei Lee (2) |
0 | 11,099,686 | 11,099,686 | 11,099,686 | 18.3% of Class A Ordinary Shares (10.5% of ordinary shares) | |||||||||||||
| Jeffrey Gordon Richards (2) |
0 | 11,099,686 | 11,099,686 | 11,099,686 | 18.3% of Class A Ordinary Shares (10.5% of ordinary shares) | |||||||||||||
| Hans Tung (2) |
0 | 11,099,686 | 11,099,686 | 11,099,686 | 18.3% of Class A Ordinary Shares (10.5% 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 as of December 31, 2019 is based on a total of 106,076,731 ordinary shares (being the sum of 60,654,068 Class A ordinary shares and 45,422,663 Class B ordinary shares) of the Issuer outstanding as of December 16, 2019, as set forth in the Issuer’s final prospectus dated December 11, 2019, filed with the Securities and Exchange Commission on December 12, 2019. The percentage of Class A ordinary shares beneficially owned by each of the Reporting Persons is based on 60,654,068 Class A ordinary shares outstanding as of December 16, 2019. 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.
Page 11
| 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.
Page 12
| 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 5, 2020 |
| GGV CAPITAL V L.P. |
| BY: GGV CAPITAL V L.L.C. |
| ITS: GENERAL PARTNER |
| By: | /s/ Stephen Hyndman | |
| Stephen Hyndman | ||
| Attorney-in-fact | ||
| GGV CAPITAL V ENTREPRENEURS FUND L.P. | ||
| BY: GGV CAPITAL V L.L.C. | ||
| ITS: GENERAL PARTNER | ||
| By: | /s/ Stephen Hyndman | |
| Stephen Hyndman | ||
| Attorney-in-fact | ||
| GGV CAPITAL V L.L.C. | ||
| By: | /s/ Stephen Hyndman | |
| Stephen Hyndman | ||
| 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 | |
Page 13
Exhibit 99.1
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 ADS of Ehang Holdings Limited.
| Dated: February 5, 2020 | ||
| GGV CAPITAL V L.P. | ||
| BY: GGV CAPITAL V L.L.C. | ||
| ITS: GENERAL PARTNER | ||
| By: | /s/ Stephen Hyndman | |
| Stephen Hyndman | ||
| Attorney-in-fact | ||
| GGV CAPITAL V ENTREPRENEURS FUND L.P. | ||
| BY: GGV CAPITAL V L.L.C. | ||
| ITS: GENERAL PARTNER | ||
| By: | /s/ Stephen Hyndman | |
| Stephen Hyndman | ||
| Attorney-in-fact | ||
| GGV CAPITAL V L.L.C. | ||
| By: | /s/ Stephen Hyndman | |
| Stephen Hyndman | ||
| 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 | ||