Smart Share Global Ltd
14.40%
62,367,293
1834253
83193E102
Aug 12, 2025
Aug 20, 2025, 04:01 PM
Reporting Persons (2)
This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| HHLR ADVISORS, LTD. | Investment Adviser | 14.40% | 62,367,293 | 0 | 62,367,293 |
| HILLHOUSE INVESTMENT MANAGEMENT, LTD. | Investment Adviser | 14.40% | 62,367,293 | 0 | 62,367,293 |
Disclosure Items (7)
Class A ordinary shares, par value $0.0001 per share
Smart Share Global Ltd
6th Floor, 799 Tianshan W Road, Shanghai, F4, 200335
This Schedule 13D is being filed by HHLR Advisors, Ltd., an exempted Cayman Islands company ("HHLR") and Hillhouse Investment Management, Ltd., an exempted Cayman Islands company ("HIM"). The foregoing persons are hereinafter sometimes each referred to as a "Reporting Person" and collectively referred to as the "Reporting Persons." HHLR acts as the sole management company of HHLR Fund, L.P. ("HHLR Fund"). HHLR is hereby deemed to be the beneficial owner of, and to control the voting and investment power of, the ADSs (including Class A Ordinary Shares represented by such ADSs) held by HHLR Fund. HIM acts as the sole management company of Hillhouse Fund III, L.P. ("Fund III"). Fund III owns HH RSV-XXII Holdings Limited ("HH RSV"). HIM is hereby deemed to be the beneficial owner of, and to control the voting and investment power of, the Class A Ordinary Shares held by HH RSV. HHLR and HIM are under common control and share certain policies, personnel and resources. Accordingly, each of HHLR and HIM reports on this Schedule 13D that it has shared voting and dispositive power of the Class A Ordinary Shares (including Class A Ordinary Shares represented by ADSs) beneficially owned by each of HHLR and HIM.
The address of the business office of each of the Reporting Persons is Office #122, Windward 3 Building, Regatta Office Park, West Bay Road, Grand Cayman, Cayman Islands, KY1-9006.
The principal business of the Reporting Persons is investment management.
Neither of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
The Reporting Persons are incorporated in the Cayman Islands.
The information set forth in Items 4 and 5 of this Schedule 13D is incorporated herein by reference. The source of the funds used by the Reporting Persons to acquire 62,367,293 Class A Ordinary Shares (including Class A Ordinary Shares represented by ADSs) prior to and in the initial public offering of the Issuer was investment funds managed by the Reporting Persons and their affiliates. The Reporting Persons anticipate that an aggregate amount of approximately US$318 million will be expended in acquiring all outstanding Shares and ADSs not already beneficially owned by the Reporting Persons (other than the Shares and ADSs held by management members which will be rolled over) at US$1.77 per ADS or US$0.885 per Share in cash. It is anticipated that the purchase of the outstanding Shares and ADSs not already beneficially owned by the Reporting Persons (other than the Shares and ADSs held by management members which will be rolled over) will be funded solely through investment funds managed by the Reporting Persons and their affiliates, and no third party equity or debt financing is required.
The information set forth in Items 2, 3 and 4 of this Schedule 13D is incorporated herein by reference. The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Schedule 13D are incorporated herein by reference. The Reporting Persons currently beneficially own an aggregate of 62,367,293 Class A Ordinary Shares, or 14.4% of the Class A Ordinary Shares of the Issuer. The foregoing amount and percentage ownership of Class A Ordinary Shares represent the combined beneficial ownership of the Reporting Persons. The Reporting Persons share the power to vote or direct the vote and dispose of or direct the disposition of Class A Ordinary Shares referred to in this Schedule 13D.
See (a).
Except as set forth in this Schedule 13D, no Reporting Person has effected any transaction in Shares and ADSs in the 60 days preceding the date hereof.
None.
Not applicable.
Other than as described in this Schedule 13D, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person with respect to any securities of the Issuer.
Exhibit 1 Letter to the Special Committee of the Board of Directors of Smart Share Global Limited, dated August 13, 2025.