SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
Smart Share Global Limited
(Name of Issuer)
Class A ordinary shares, $0.0001 par value per share
(Title of Class of Securities)
83193E102**
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons 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 83193E102 has been assigned to the American depositary shares (ADSs) of the Issuer, which are quoted on the Nasdaq Global Select Market under the symbol EM. Each ADS represents two Class A ordinary shares of the Issuer. |
The information required on 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 2 of 17 Pages
1 |
Name of Reporting Person
Shunwei Angels III Limited | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Citizenship or Place of Organization
British Virgin Islands |
Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
40,829,086 (1) | ||||
6 | Shared Voting Power
0 | |||||
7 | Sole Dispositive Power
40,829,086 (1) | |||||
8 | Shared Dispositive Power
0 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
40,829,086 (1) | |||||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
11 | Percent of Class Represented by Amount in Row (9)
8.2%(2) (or 3.5%(2) of the aggregate voting power) | |||||
12 | Type of Reporting Person
CO |
(1) | Represents 40,829,086 Class A ordinary shares held by Shunwei Angels III Limited. |
(2) | The beneficial ownership percentage is calculated based on 498,872,147 ordinary shares of the Issuer as a single class, being the sum of (i) 424,898,177 Class A ordinary shares issued and outstanding as of March 31, 2021, and (ii) 73,973,970 Class B ordinary shares issued and outstanding as of March 31, 2021, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuers prospectus filed with the Securities and Exchange Commission on April 2, 2021. The voting power of the shares beneficially owned represented 3.5% of the total outstanding voting power. |
2
Page 3 of 17 Pages
1 |
Name of Reporting Person
Shunwei China Internet Fund III, L.P. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Citizenship or Place of Organization
Cayman Islands |
Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
40,829,086 (1) | ||||
6 | Shared Voting Power
0 | |||||
7 | Sole Dispositive Power
40,829,086 (1) | |||||
8 | Shared Dispositive Power
0 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
40,829,086 (1) | |||||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
11 | Percent of Class Represented by Amount in Row (9)
8.2%(2) (or 3.5%(2) of the aggregate voting power) | |||||
12 | Type of Reporting Person
PN |
(1) | Represents 40,829,086 Class A ordinary shares held by Shunwei Angels III Limited. Shunwei China Internet Fund III, L.P. is the sole shareholder of Shunwei Angels III Limited. |
(2) | The beneficial ownership percentage is calculated based on 498,872,147 ordinary shares of the Issuer as a single class, being the sum of (i) 424,898,177 Class A ordinary shares issued and outstanding as of March 31, 2021, and (ii) 73,973,970 Class B ordinary shares issued and outstanding as of March 31, 2021, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuers prospectus filed with the Securities and Exchange Commission on April 2, 2021. The voting power of the shares beneficially owned represented 3.5% of the total outstanding voting power. |
3
Page 4 of 17 Pages
1 |
Name of Reporting Person
Shunwei Capital Partners III GP, L.P. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Citizenship or Place of Organization
Cayman Islands |
Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
40,829,086 (1) | ||||
6 | Shared Voting Power
0 | |||||
7 | Sole Dispositive Power
40,829,086 (1) | |||||
8 | Shared Dispositive Power
0 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
40,829,086 (1) | |||||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
11 | Percent of Class Represented by Amount in Row (9)
8.2%(2) (or 3.5%(2) of the aggregate voting power) | |||||
12 | Type of Reporting Person
PN |
(1) | Represents 40,829,086 Class A ordinary shares held by Shunwei Angels III Limited. Shunwei China Internet Fund III, L.P. is the sole shareholder of Shunwei Angels III Limited. Shunwei Capital Partners III GP, L.P. is the general partner of Shunwei China Internet Fund III, L.P. |
(2) | The beneficial ownership percentage is calculated based on 498,872,147 ordinary shares of the Issuer as a single class, being the sum of (i) 424,898,177 Class A ordinary shares issued and outstanding as of March 31, 2021, and (ii) 73,973,970 Class B ordinary shares issued and outstanding as of March 31, 2021, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuers prospectus filed with the Securities and Exchange Commission on April 2, 2021. The voting power of the shares beneficially owned represented 3.5% of the total outstanding voting power. |
4
Page 5 of 17 Pages
1 |
Name of Reporting Person
Shunwei Capital Partners III GP Limited | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Citizenship or Place of Organization
Cayman Islands |
Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
40,829,086 (1) | ||||
6 | Shared Voting Power
0 | |||||
7 | Sole Dispositive Power
40,829,086 (1) | |||||
8 | Shared Dispositive Power
0 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
40,829,086 (1) | |||||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
11 | Percent of Class Represented by Amount in Row (9)
8.2%(2) (or 3.5%(2) of the aggregate voting power) | |||||
12 | Type of Reporting Person
CO |
(1) | Represents 40,829,086 Class A ordinary shares held by Shunwei Angels III Limited. Shunwei China Internet Fund III, L.P. is the sole shareholder of Shunwei Angels III Limited. Shunwei Capital Partners III GP, L.P. is the general partner of Shunwei China Internet Fund III, L.P. Shunwei Capital Partners III GP Limited is the general partner of Shunwei Capital Partners III GP, L.P. |
(2) | The beneficial ownership percentage is calculated based on 498,872,147 ordinary shares of the Issuer as a single class, being the sum of (i) 424,898,177 Class A ordinary shares issued and outstanding as of March 31, 2021, and (ii) 73,973,970 Class B ordinary shares issued and outstanding as of March 31, 2021, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuers prospectus filed with the Securities and Exchange Commission on April 2, 2021. The voting power of the shares beneficially owned represented 3.5% of the total outstanding voting power. |
5
Page 6 of 17 Pages
1 |
Name of Reporting Person
Astrend Opportunity III Alpha Limited | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Citizenship or Place of Organization
British Virgin Islands |
Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
1,160,000 (1) | ||||
6 | Shared Voting Power
0 | |||||
7 | Sole Dispositive Power
1,160,000 (1) | |||||
8 | Shared Dispositive Power
0 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,160,000 (1) | |||||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
11 | Percent of Class Represented by Amount in Row (9)
0.2%(2) (or 0.1%(2) of the aggregate voting power) | |||||
12 | Type of Reporting Person
CO |
(1) | Represents 1,160,000 Class A ordinary shares (represented by 580,000 ADSs) held by Astrend Opportunity III Alpha Limited. |
(2) | The beneficial ownership percentage is calculated based on 498,872,147 ordinary shares of the Issuer as a single class, being the sum of (i) 424,898,177 Class A ordinary shares issued and outstanding as of March 31, 2021, and (ii) 73,973,970 Class B ordinary shares issued and outstanding as of March 31, 2021, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuers prospectus filed with the Securities and Exchange Commission on April 2, 2021. The voting power of the shares beneficially owned represented 0.1% of the total outstanding voting power. |
6
Page 7 of 17 Pages
1 |
Name of Reporting Person
Shunwei China Internet Opportunity Fund III, L.P. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Citizenship or Place of Organization
Cayman Islands |
Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
1,160,000 (1) | ||||
6 | Shared Voting Power
0 | |||||
7 | Sole Dispositive Power
1,160,000 (1) | |||||
8 | Shared Dispositive Power
0 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,160,000 (1) | |||||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
11 | Percent of Class Represented by Amount in Row (9)
0.2%(2) (or 0.1%(2) of the aggregate voting power) | |||||
12 | Type of Reporting Person
PN |
(1) | Represents 1,160,000 Class A ordinary shares (represented by 580,000 ADSs) held by Astrend Opportunity III Alpha Limited. Shunwei China Internet Opportunity Fund III, L.P. is the sole shareholder of Astrend Opportunity III Alpha Limited. |
(2) | The beneficial ownership percentage is calculated based on 498,872,147 ordinary shares of the Issuer as a single class, being the sum of (i) 424,898,177 Class A ordinary shares issued and outstanding as of March 31, 2021, and (ii) 73,973,970 Class B ordinary shares issued and outstanding as of March 31, 2021, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuers prospectus filed with the Securities and Exchange Commission on April 2, 2021. The voting power of the shares beneficially owned represented 0.1% of the total outstanding voting power. |
7
Page 8 of 17 Pages
1 |
Name of Reporting Person
Shunwei Capital Partners IV GP, L.P. | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Citizenship or Place of Organization
Cayman Islands |
Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
1,160,000 (1) | ||||
6 | Shared Voting Power
0 | |||||
7 | Sole Dispositive Power
1,160,000 (1) | |||||
8 | Shared Dispositive Power
0 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,160,000 (1) | |||||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
11 | Percent of Class Represented by Amount in Row (9)
0.2%(2) (or 0.1%(2) of the aggregate voting power) | |||||
12 | Type of Reporting Person
PN |
(1) | Represents 1,160,000 Class A ordinary shares (represented by 580,000 ADSs) held by Astrend Opportunity III Alpha Limited. Astrend Opportunity III Alpha Limited is wholly owned by Shunwei China Internet Opportunity Fund III, L.P. Shunwei Capital Partners IV GP, L.P. is the general partner of Shunwei China Internet Opportunity Fund III, L.P. |
(2) | The beneficial ownership percentage is calculated based on 498,872,147 ordinary shares of the Issuer as a single class, being the sum of (i) 424,898,177 Class A ordinary shares issued and outstanding as of March 31, 2021, and (ii) 73,973,970 Class B ordinary shares issued and outstanding as of March 31, 2021, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuers prospectus filed with the Securities and Exchange Commission on April 2, 2021. The voting power of the shares beneficially owned represented 0.1% of the total outstanding voting power. |
8
Page 9 of 17 Pages
1 |
Name of Reporting Person
Shunwei Capital Partners IV GP Limited | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Citizenship or Place of Organization
Cayman Islands |
Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
1,160,000 (1) | ||||
6 | Shared Voting Power
0 | |||||
7 | Sole Dispositive Power
1,160,000 (1) | |||||
8 | Shared Dispositive Power
0 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,160,000 (1) | |||||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
11 | Percent of Class Represented by Amount in Row (9)
0.2%(2) (or 0.1%(2) of the aggregate voting power) | |||||
12 | Type of Reporting Person
CO |
(1) | Represents 1,160,000 Class A ordinary shares (represented by 580,000 ADSs) held by Astrend Opportunity III Alpha Limited. Astrend Opportunity III Alpha Limited is wholly owned by Shunwei China Internet Opportunity Fund III, L.P. Shunwei Capital Partners IV GP, L.P. is the general partner of Shunwei China Internet Opportunity Fund III, L.P. Shunwei Capital Partners IV GP Limited is the general partner of Shunwei Capital Partners IV GP, L.P. Shunwei Capital Partners IV GP Limited is controlled by Silver Unicorn Ventures Limited. |
(2) | The beneficial ownership percentage is calculated based on 498,872,147 ordinary shares of the Issuer as a single class, being the sum of (i) 424,898,177 Class A ordinary shares issued and outstanding as of March 31, 2021, and (ii) 73,973,970 Class B ordinary shares issued and outstanding as of March 31, 2021, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuers prospectus filed with the Securities and Exchange Commission on April 2, 2021. The voting power of the shares beneficially owned represented 0.1% of the total outstanding voting power. |
9
Page 10 of 17 Pages
1 |
Name of Reporting Person
Silver Unicorn Ventures Limited | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
3 | SEC Use Only
| |||||
4 | Citizenship or Place of Organization
British Virgin Islands |
Number of Shares Beneficially Owned by Each Reporting Person With |
5 | Sole Voting Power
41,989,086 (1) | ||||
6 | Shared Voting Power
0 | |||||
7 | Sole Dispositive Power
41,989,086 (1) | |||||
8 | Shared Dispositive Power
0 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
41,989,086 (1) | |||||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
11 | Percent of Class Represented by Amount in Row (9)
8.4%(2) (or 3.6%(2) of the aggregate voting power) | |||||
12 | Type of Reporting Person
CO |
(1) | Represents (i) 40,829,086 Class A ordinary shares held by Shunwei Angels III Limited and (ii) 1,160,000 Class A ordinary shares (represented by 580,000 ADSs) held by Astrend Opportunity III Alpha Limited. Shunwei China Internet Fund III, L.P. is the sole shareholder of Shunwei Angels III Limited. Shunwei Capital Partners III GP, L.P. is the general partner of Shunwei China Internet Fund III, L.P. Shunwei Capital Partners III GP Limited is the general partner of Shunwei Capital Partners III GP, L.P. Shunwei Capital Partners III GP Limited is controlled by Silver Unicorn Ventures Limited. Astrend Opportunity III Alpha Limited is wholly owned by Shunwei China Internet Opportunity Fund III, L.P. Shunwei Capital Partners IV GP, L.P. is the general partner of Shunwei China Internet Opportunity Fund III, L.P. Shunwei Capital Partners IV GP Limited is the general partner of Shunwei Capital Partners IV GP, L.P. Shunwei Capital Partners IV GP Limited is controlled by Silver Unicorn Ventures Limited. |
(2) | The beneficial ownership percentage is calculated based on 498,872,147 ordinary shares of the Issuer as a single class, being the sum of (i) 424,898,177 Class A ordinary shares issued and outstanding as of March 31, 2021, and (ii) 73,973,970 Class B ordinary shares issued and outstanding as of March 31, 2021, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuers prospectus filed with the Securities and Exchange Commission on April 2, 2021. The voting power of the shares beneficially owned represented 3.6% of the total outstanding voting power. |
10
Page 11 of 17 Pages
1 |
Name of Reporting Person
Tuck Lye Koh | |||||
2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
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
41,989,086 (1) | ||||
6 | Shared Voting Power
0 | |||||
7 | Sole Dispositive Power
41,989,086 (1) | |||||
8 | Shared Dispositive Power
0 |
9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
41,989,086 (1) | |||||
10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
11 | Percent of Class Represented by Amount in Row (9)
8.4%(2) (or 3.6%(2) of the aggregate voting power) | |||||
12 | Type of Reporting Person
IN |
(1) | Represents (i) 40,829,086 Class A ordinary shares held by Shunwei Angels III Limited and (ii) 1,160,000 Class A ordinary shares (represented by 580,000 ADSs) held by Astrend Opportunity III Alpha Limited. Shunwei China Internet Fund III, L.P. is the sole shareholder of Shunwei Angels III Limited. Shunwei Capital Partners III GP, L.P. is the general partner of Shunwei China Internet Fund III, L.P. Shunwei Capital Partners III GP Limited is the general partner of Shunwei Capital Partners III GP, L.P. Shunwei Capital Partners III GP Limited is controlled by Silver Unicorn Ventures Limited. Astrend Opportunity III Alpha Limited is wholly owned by Shunwei China Internet Opportunity Fund III, L.P. Shunwei Capital Partners IV GP, L.P. is the general partner of Shunwei China Internet Opportunity Fund III, L.P. Shunwei Capital Partners IV GP Limited is the general partner of Shunwei Capital Partners IV GP, L.P. Shunwei Capital Partners IV GP Limited is controlled by Silver Unicorn Ventures Limited. Silver Unicorn Ventures Limited is controlled by Mr. Tuck Lye Koh. |
(2) | The beneficial ownership percentage is calculated based on 498,872,147 ordinary shares of the Issuer as a single class, being the sum of (i) 424,898,177 Class A ordinary shares issued and outstanding as of March 31, 2021, and (ii) 73,973,970 Class B ordinary shares issued and outstanding as of March 31, 2021, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuers prospectus filed with the Securities and Exchange Commission on April 2, 2021. The voting power of the shares beneficially owned represented 3.6% of the total outstanding voting power. |
11
Page 12 of 17 Pages
Item 1(a). | Name of Issuer:
Smart Share Global Limited | |
Item 1(b). | Address of Issuers Principal Executive Offices:
6th Floor, 799 Tianshan W Road, Changning District, Shanghai 200335, Peoples Republic of China | |
Item 2(a). | Name of Person Filing:
(i) Shunwei Angels III Limited;
(ii) Shunwei China Internet Fund III, L.P.;
(iii) Shunwei Capital Partners III GP, L.P.;
(iv) Shunwei Capital Partners III GP Limited;
(v) Astrend Opportunity III Alpha Limited
(vi) Shunwei China Internet Opportunity Fund III, L.P.
(vii) Shunwei Capital Partners IV GP, L.P.
(viii) Shunwei Capital Partners IV GP Limited
(ix) Silver Unicorn Ventures Limited, and
(x) Tuck Lye Koh (collectively, the Reporting Persons). | |
Item 2(b). | Address of Principal Business Office or, if none, Residence:
The addresses of the Reporting Persons are:
For Shunwei Angels III Limited Vistra Corporate Services Center, Wickhams Cay II, Road Town, Tortola, VG 1110, British Virgin Islands
For Shunwei China Internet Fund III, L.P. c/o Campbells Corporate Services Limited Floor 4, Willow House, Cricket Square, P.O. Box 268 Grand Cayman KY1-1104 Cayman Islands
For Shunwei Capital Partners III GP, L.P. c/o Campbells Corporate Services Limited Floor 4, Willow House, Cricket Square, P.O. Box 268 Grand Cayman KY1-1104 | |
Cayman Islands
For Shunwei Capital Partners III GP Limited c/o Campbells Corporate Services Limited Floor 4, Willow House, Cricket Square, P.O. Box 268 Grand Cayman KY1-1104 | ||
Cayman Islands
For Astrend Opportunity III Alpha Limited Vistra Corporate Services Center, Wickhams Cay II, Road Town, Tortola, VG 1110, British Virgin Islands |
12
Page 13 of 17 Pages
For Shunwei China Internet Opportunity Fund III, L.P. c/o Campbells Corporate Services Limited Floor 4, Willow House Cricket Square, Grand Cayman KY1-9010 Cayman Islands
For Shunwei Capital Partners IV GP, L.P. Walker House c/o Campbells Corporate Services Limited Floor 4, Willow House Cricket Square, Grand Cayman KY1-9010 Cayman Islands
For Shunwei Capital Partners IV GP Limited c/oWalker House 87 Mary Street George Town, Grand Cayman KY1-9005 Cayman Islands
For Silver Unicorn Ventures Limited Vistra Corporate Services Center, Wickhams Cay II, Road Town, Tortola, VG 1110, British Virgin Islands
For Mr. Tuck Lye Koh 32D Watten Rise, Singapore 286651 | ||
Item 2(c) | Citizenship:
Shunwei Angels III Limited British Virgin Islands Shunwei China Internet Fund III, L.P. Cayman Islands Shunwei Capital Partners III GP, L.P. Cayman Islands Shunwei Capital Partners III GP Limited Cayman Islands Astrend Opportunity III Alpha Limited British Virgin Islands Shunwei China Internet Opportunity Fund III, L.P. Cayman Islands Shunwei Capital Partners IV GP, L.P. Cayman Islands Shunwei Capital Partners IV GP Limited Cayman Islands Silver Unicorn Ventures Limited British Virgin Islands Tuck Lye Koh Singapore | |
Item 2(d). | Title of Class of Securities: Class A ordinary shares, par value US$0.0001 per share, of the Issuer.
The Issuers ordinary shares consist of Class A ordinary shares and Class B ordinary shares. Each holder of Class A ordinary shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to ten votes per share, 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: 83193E102
This CUSIP number applies to the American depositary shares of the Issuer, each representing two Class A ordinary shares of the Issuer. |
13
Page 14 of 17 Pages
Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the persons filing is a: | |
Not applicable | ||
Item 4. | Ownership: |
The following information with respect to the ownership of Class A ordinary shares by the Reporting Persons filing this statement on Schedule 13G is provided as of December 31, 2021:
Reporting Persons |
Sole Voting Power |
Shared Voting Power) |
Sole Dispositive Power |
Shared Dispositive Power |
Beneficial Ownership |
Percentage of Class A Ordinary Shares(1) |
Percentage of Total Ordinary Shares(1) |
Percentage of the Aggregate Voting Power(2) |
||||||||||||||||||||||||
Shunwei Angels III Limited .(3) |
40,829,086 | 0 | 40,829,086 | 0 | 40,829,086 | 9.6 | % | 8.2 | % | 3.5 | % | |||||||||||||||||||||
Shunwei China Internet Fund III, L.P.(3) |
40,829,086 | 0 | 40,829,086 | 0 | 40,829,086 | 9.6 | % | 8.2 | % | 3.5 | % | |||||||||||||||||||||
Shunwei Capital Partners III GP, L.P. (3) |
40,829,086 | 0 | 40,829,086 | 0 | 40,829,086 | 9.6 | % | 8.2 | % | 3.5 | % | |||||||||||||||||||||
Shunwei Capital Partners III GP Limited (3) |
40,829,086 | 0 | 40,829,086 | 0 | 40,829,086 | 9.6 | % | 8.2 | % | 3.5 | % | |||||||||||||||||||||
Astrend Opportunity III Alpha Limited(4) |
1,160,000 | 0 | 1,160,000 | 0 | 1,160,000 | 0.3 | % | 0.2 | % | 0.1 | % | |||||||||||||||||||||
Shunwei China Internet Opportunity Fund III, L.P.(4) |
1,160,000 | 0 | 1,160,000 | 0 | 1,160,000 | 0.3 | % | 0.2 | % | 0.1 | % | |||||||||||||||||||||
Shunwei Capital Partners IV GP, L.P.(4) |
1,160,000 | 0 | 1,160,000 | 0 | 1,160,000 | 0.3 | % | 0.2 | % | 0.1 | % | |||||||||||||||||||||
Shunwei Capital Partners IV GP Limited(4) |
1,160,000 | 0 | 1,160,000 | 0 | 1,160,000 | 0.3 | % | 0.2 | % | 0.1 | % | |||||||||||||||||||||
Silver Unicorn Ventures Limited (3)(4) |
41,989,086 | 0 | 41,989,086 | 0 | 41,989,086 | 9.9 | % | 8.4 | % | 3.6 | % | |||||||||||||||||||||
Tuck Lye Koh (3)(4) |
41,989,086 | 0 | 41,989,086 | 0 | 41,989,086 | 9.9 | % | 8.4 | % | 3.6 | % |
(1) | The beneficial ownership percentage is calculated based on 498,872,147 ordinary shares of the Issuer as a single class, being the sum of (i) 424,898,177 Class A ordinary shares issued and outstanding as of March 31, 2021, and (ii) 73,973,970 Class B ordinary shares issued and outstanding as of March 31, 2021, assuming conversion of all Class B ordinary shares into Class A ordinary shares, as reported in the Issuers prospectus filed with the Securities and Exchange Commission on April 2, 2021. |
14
Page 15 of 17 Pages
(2) | 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 Issuers 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. |
(3) | Shunwei China Internet Fund III, L.P. is the sole shareholder of Shunwei Angels III Limited. Shunwei Capital Partners III GP, L.P. is the general partner of Shunwei China Internet Fund III, L.P. Shunwei Capital Partners III GP Limited is the general partner of Shunwei Capital Partners III GP, L.P. Shunwei Capital Partners III GP Limited is controlled by Silver Unicorn Ventures Limited, which is controlled by Mr. Tuck Lye Koh. |
(4) | Astrend Opportunity III Alpha Limited is wholly owned by Shunwei China Internet Opportunity Fund III, L.P. Shunwei Capital Partners IV GP, L.P. is the general partner of Shunwei China Internet Opportunity Fund III, L.P. Shunwei Capital Partners IV GP Limited is the general partner of Shunwei Capital Partners IV GP, L.P. Shunwei Capital Partners IV GP Limited is controlled by Silver Unicorn Ventures Limited. Silver Unicorn Ventures Limited is controlled by Mr. Tuck Lye Koh. |
Item 5. | Ownership of Five Percent or Less of a Class: | |
Not applicable | ||
Item 6. | Ownership of More than Five Percent on Behalf of Another Person: | |
Not applicable | ||
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Controlling Person: | |
Not applicable | ||
Item 8. | Identification and Classification of Members of the Group: | |
Not applicable | ||
Item 9. | Notice of Dissolution of Group: | |
Not applicable | ||
Item 10. | Certifications: | |
Not applicable |
15
Page 16 of 17 Pages
LIST OF EXHIBITS
Exhibit |
Description | |
99.1 | Joint Filing Agreement by and among the Reporting Persons dated February 14, 2022 |
16
Page 17 of 17 Pages
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.
Dated: February 14, 2022
Shunwei Angels III Limited | By: | /s/ Tuck Lye Koh | ||||
Name: | Tuck Lye Koh | |||||
Title: | Director | |||||
Shunwei China Internet Fund III, L.P. | By: | /s/ Tuck Lye Koh | ||||
Name: | Tuck Lye Koh | |||||
Title: | Authorized Representative | |||||
Shunwei Capital Partners III GP, L.P. | By: | /s/ Tuck Lye Koh | ||||
Name: | Tuck Lye Koh | |||||
Title: | Authorized Representative | |||||
Shunwei Capital Partners III GP Limited | By: | /s/ Tuck Lye Koh | ||||
Name: | Tuck Lye Koh | |||||
Title: | Director | |||||
Astrend Opportunity III Alpha Limited | By: | /s/ Tuck Lye Koh | ||||
Name: | Tuck Lye Koh | |||||
Title: | Director | |||||
Shunwei China Internet Opportunity Fund III, L.P. | By: | /s/ Tuck Lye Koh | ||||
Name: | Tuck Lye Koh | |||||
Title: | Authorized Representative | |||||
Shunwei Capital Partners IV GP, L.P. | By: | /s/ Tuck Lye Koh | ||||
Name: | Tuck Lye Koh | |||||
Title: | Authorized Representative | |||||
Shunwei Capital Partners IV GP Limited | By: | /s/ Tuck Lye Koh | ||||
Name: | Tuck Lye Koh | |||||
Title: | Director | |||||
Silver Unicorn Ventures Limited | By: | /s/ Tuck Lye Koh | ||||
Name: | Tuck Lye Koh | |||||
Title: | Director | |||||
Tuck Lye Koh | /s/ Tuck Lye Koh |
17
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 (including amendments thereto) with respect to the Class A ordinary shares, par value of US$0.0001 per share, of Smart Share Global Limited, 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.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 14, 2022.
Shunwei Angels III Limited | By: | /s/ Tuck Lye Koh | ||||
Name: | Tuck Lye Koh | |||||
Title: | Director | |||||
Shunwei China Internet Fund III, L.P. | By: | /s/ Tuck Lye Koh | ||||
Name: | Tuck Lye Koh | |||||
Title: | Authorized Representative | |||||
Shunwei Capital Partners III GP, L.P. | By: | /s/ Tuck Lye Koh | ||||
Name: | Tuck Lye Koh | |||||
Title: | Authorized Representative | |||||
Shunwei Capital Partners III GP Limited | By: | /s/ Tuck Lye Koh | ||||
Name: | Tuck Lye Koh | |||||
Title: | Director | |||||
Astrend Opportunity III Alpha Limited | By: | /s/ Tuck Lye Koh | ||||
Name: | Tuck Lye Koh | |||||
Title: | Director | |||||
Shunwei China Internet Opportunity Fund III, L.P. | By: | /s/ Tuck Lye Koh | ||||
Name: | Tuck Lye Koh | |||||
Title: | Authorized Representative | |||||
Shunwei Capital Partners IV GP, L.P. | By: | /s/ Tuck Lye Koh | ||||
Name: | Tuck Lye Koh | |||||
Title: | Authorized Representative | |||||
Shunwei Capital Partners IV GP Limited | By: | /s/ Tuck Lye Koh | ||||
Name: | Tuck Lye Koh | |||||
Title: | Director | |||||
Silver Unicorn Ventures Limited | By: | /s/ Tuck Lye Koh | ||||
Name: | Tuck Lye Koh | |||||
Title: | Director | |||||
Tuck Lye Koh | /s/ Tuck Lye Koh |