DiDi Global Inc.
No. 1 Block B, Shangdong Digital Valley
No. 8 Dongbeiwang West Road
Haidian District, Beijing
People’s Republic of China
May 11, 2022
VIA EDGAR
Ms. Mara Ransom
Mr. Donald Field
Division of Corporate Finance
Office of Trade & Services
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
| Re: | DiDi Global Inc. (the “Company”) | |
| Form 6-K furnished April 18, 2022 | ||
| Response Letter dated May 2, 2022 | ||
| File No. 001-40541 |
Dear Ms. Ransom and Mr. Field:
This letter sets forth the Company’s responses to the comments contained in the letter dated May 6, 2022 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) regarding the Company’s response letter dated May 2, 2022 (the “Response Letter”). The Staff’s comments are repeated below in bold and are followed by the Company’s responses thereto.
Response Letter dated May 2, 2022
General
| 1. | We note your response that you intend to furnish the New Form 6-K prior to the extraordinary general meeting. Confirm that you will furnish the New Form 6-K sufficiently in advance of the meeting so that shareholders will have ample time to access this information in connection with their vote. |
The Company confirms that it has furnished the New Form 6-K with the Commission as of the date of this letter. The New Form 6-K contains supplemental disclosure relating to the resolution that is being proposed at the extraordinary general meeting, in order for shareholders to have ample time to access this information in connection with their vote.
1
Securities and Exchange Commission
May 11, 2022
Page 2
| 2. | We note your response to comment 1. Revise your proposed disclosure in your New Form 6-K to include the information you provide in your response in the paragraphs on page 4 that start “[s]ince July 2, 2021, the Cybersecurity Review Office has been conducting a cybersecurity review…,” and “[b]ased on its understanding…” In doing so, please clarify your statements around “resum[ing] normal operations, restor[ing] [your] business and improv[ing] [your] business performance” so that it is clear how your operations continue to be impacted by the regulations described here and how your operations are expected to change once the cybersecurity review is complete, as these statements appear to address the reasons why you are seeking shareholder approval to delist now and whether you may seek to list in the future. Also, discuss the current status of the Company’s cybersecurity review with enough detail that shareholders can fully appreciate where the Company stands, including review steps, rectification measures and associated timing; if this information is not known, explicitly state as much. |
The Company respectfully advises the Staff that it has reflected the Staff’s comments in the New Form 6-K.
| 3. | Further, revise the quoted disclosure you plan to provide in your New Form 6-K in response to comment 1 to state, as your response indicates, that you will not apply for listing of your shares on any other stock exchange before completion of the Delisting and until after the cybersecurity review is complete. |
The Company respectfully advises the Staff that it has reflected the Staff’s comments in the New Form 6-K.
| 4. | We note your response to comment 2. Disclose in your New Form 6-K, if true, that absent shareholder approval you will not proceed with the Delisting. Explain your plans if a sufficient number of shares do not vote in favor of the Delisting and discuss any associated ramifications that such a vote may have on the cybersecurity review and related ramifications and risks on the Company’s business and operations. Also, when you provide the disclosure you have quoted in your response to comment 2, please also state the level of shareholder approval necessary to pass this resolution. |
The Company respectfully advises the Staff that it has reflected the Staff’s comments in the New Form 6-K.
* * *
Securities and Exchange Commission
May 11, 2022
Page 3
| Very truly yours, | |
| /s/ Will Wei Cheng | |
| Will Wei Cheng | |
| Chief Executive Officer |
