SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule13d-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. )*
EHang Holdings Limited
(Name of Issuer)
Class A ordinary shares, $0.0001 par value per share
(Title of Class of Securities)
26853E 102**
(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:
☐ Rule13d-1(b)
☐ Rule13d-1(c)
☒ Rule13d-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 disclosures provided in a prior cover page. |
| ** | CUSIP number 26853E 102 has been assigned to the American depositary shares (“ADSs”) of the Issuer, which are quoted on The Nasdaq Global Market under the symbol “EH.” Each ADS represents two Class A ordinary shares of the Issuer. No CUSIP has been assigned to the Issuer’s Class A ordinary shares. |
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).
| CUSIP No. 26853E 102 | Page 2 of 8 Pages |
| 1 | Name of Reporting Person
Huazhi Hu | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Citizenship or Place of Organization
People’s Republic of China | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
46,222,663(1) | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
46,222,663(1) | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
46,222,663(1) | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
| |||||
| 11 | Percent of Class Represented by Amount in Row 9
42.2%(2) | |||||
| 12 | Type of Reporting Person
IN | |||||
| (1) | Represents (i) 45,422,663 Class B ordinary shares held by Genesis Rising Limited, a British Virgin Islands company wholly owned by Mr. Huazhi Hu, and (ii) 400,000 ADSs, representing 800,000 Class A ordinary shares, directly held by Mr. Huazhi Hu. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes. 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. |
| (2) | Calculation is based on a total of 109,457,236 ordinary shares (being the sum of 64,034,573 Class A ordinary shares and 45,422,663 Class B ordinary shares) of the Issuer as a single class as of December 31, 2019. The Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose of calculating the percentage ownership of the Reporting Persons. |
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| CUSIP No. 26853E102 | Page 3 of 8 Pages |
| 1 | Name of Reporting Person
Genesis Rising 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
45,422,663(3) | ||||
| 6 | Shared Voting Power
0 | |||||
| 7 | Sole Dispositive Power
45,422,663(3) | |||||
| 8 | Shared Dispositive Power
0 | |||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
45,422,663(3) | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
| |||||
| 11 | Percent of Class Represented by Amount in Row 9
41.5%(4) | |||||
| 12 | Type of Reporting Person
CO | |||||
| (3) | Represents 45,422,663 Class B ordinary shares directly held by Genesis Rising Limited. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on aone-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. |
| (4) | Calculation is based on a total of 109,457,236 ordinary shares (being the sum of 64,034,573 Class A ordinary shares and 45,422,663 Class B ordinary shares) of the Issuer as a single class as of December 31, 2019. The Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose of calculating the percentage ownership of the Reporting Persons. |
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| CUSIP No. 26853E 102 | Page 4 of 8 Pages |
| Item 1(a). | Name of Issuer: |
EHang Holdings Limited (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
Building C, Yixiang Technology Park, No.72 Nanxiang Second Road, Huangpu District, Guangzhou 510700, People’s Republic of China
| Item 2(a). | Name of Person Filing: |
(i) Huazhi Hu
(ii) Genesis Rising Limited
(collectively, the “Reporting Persons”).
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
The address of the Reporting Persons is:
Building C, Yixiang Technology Park, No.72 Nanxiang Second Road, Huangpu District, Guangzhou 510700, People’s Republic of China
| Item 2(c) | Citizenship: |
Huazhi Hu - the People’s Republic of China
Genesis Rising Limited - the British Virgin Islands
| Item 2(d). | Title of Class of Securities: |
Class A ordinary shares, par value US$0.0001 per share, of the Issuer
The Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares. 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 shareholders for vote. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on aone-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.
| Item 2(e). | CUSIP Number: |
26853E 102
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 Issuer’s Class A ordinary shares.
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b), or240.13d-2(b) or (c), check whether the persons filing is a: |
Not applicable
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| CUSIP No. 26853E 102 | Page 5 of 8 Pages |
| Item 4. | Ownership: |
Reporting Person | Amount beneficially owned: | Percent of class(1): | Percent of aggregate voting power(2): | Sole power to vote or direct the vote: | Shared power to vote or to direct the vote: | Sole power to dispose or to direct the disposition of: | Shared power to dispose or to direct the disposition of: | |||||||||||||||||||||
Huazhi Hu | 46,222,663 | (3) | 42.2 | % | 87.8 | % | 46,222,663 | 0 | 46,222,663 | 0 | ||||||||||||||||||
Genesis Rising Limited | 45,422,663 | (4) | 41.5 | % | 87.6 | % | 45,422,663 | 0 | 45,422,663 | 0 | ||||||||||||||||||
| (1) | The percentage of class of securities beneficially owned by each Reporting Person is based on a total of 109,457,236 ordinary shares (being the sum of 64,034,573 Class A ordinary shares and 45,422,663 Class B ordinary shares) of the Issuer as a single class as of December 31, 2019. Class B ordinary shares are convertible at any time by the holder thereof into Class A ordinary shares on aone-for-one basis. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. The Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose of calculating the percentage ownership of the Reporting Persons. |
| (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 Issuer’s 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) | Represents (i) 45,422,663 Class B ordinary shares held by Genesis Rising Limited, a British Virgin Islands company wholly owned by Mr. Huazhi Hu, and (ii) 400,000 ADSs, representing 800,000 Class A ordinary shares, directly held by Mr. Huazhi Hu. |
| (4) | Represents 45,422,663 Class B ordinary shares directly held by Genesis Rising Limited. |
| 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
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LIST OF EXHIBITS
Exhibit No. | Description | |
| 99.1 | Joint Filing Agreement | |
CUSIP No.26853E 102 | Page 7 of 8 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, 2020
Huazhi Hu | ||
/s/ Huazhi Hu | ||
Genesis Rising Limited | ||
| By: | /s/ Huazhi Hu | |
| Name: | Huazhi Hu | |
| Title: | Director | |
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