6-K
DiDi Global Inc. (DIDIY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2022
Commission File Number: 001-40541
DiDi Global Inc.
No. 1 Block B, Shangdong Digital Valley
No. 8 Dongbeiwang West Road
Haidian District, Beijing
People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Exhibit Index
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| DiDi Global Inc. | ||
|---|---|---|
| By | : | /s/ Will Wei Cheng |
| Name | : | Will Wei Cheng |
| Title | : | Chairman of the Board of Directors and Chief Executive Officer |
Date: April 18, 2022
Exhibit 99.1
DiDi to Hold ExtraordinaryGeneral Meeting on May 23, 2022
BEIJING, April 16, 2022 – DiDi Global Inc. (“DiDi” or the “Company”) (NYSE: DIDI) today announced that it will hold an extraordinary general meeting of shareholders (the “EGM”) at No. 1 Block B, Shangdong Digital Valley, No. 8 Dongbeiwang West Road, Haidian District, Beijing, China on May 23, 2022 at 7:00 p.m., Beijing Time, or 7:00 a.m. Eastern Time.
The Company is in full cooperation with the cybersecurity review in China. After prudent consideration by the board of directors of the Company (the “Board”), the Board has authorized the Company to organize a shareholders meeting to vote on the voluntary delisting of the Company’s American Depositary Shares (the “ADSs”) from the New York Stock Exchange (the “Delisting”) as soon as practicable, and that in order to better cooperate with the cybersecurity review and rectification measures, the Company will not apply for listing of its shares on any other stock exchange before completion of the Delisting.
The beneficial owners of Class B ordinary shares of the Company have informed the Company that they will vote on a one vote per share basis at the EGM, same as holders of Class A ordinary shares.
The Board has fixed the close of business on April 28, 2022, Eastern Time, as the record date (the “Record Date”) for determining the shareholders entitled to receive notice and to attend and vote at the EGM or any adjourned or postponed meeting thereof pursuant to the memorandum and articles of association of the Company currently in effect. Holders of record of the Company’s Class A ordinary shares or Class B ordinary shares at the close of business on the Record Date are entitled to notice of, to attend and vote at, the EGM or any adjournment or postponement thereof. Holders of the Company’s ADSs who wish to exercise their voting rights for the underlying Class A ordinary shares must act through the depositary of the Company’s ADS program, Deutsche Bank Trust Company Americas. The notice of the EGM, which sets forth the resolution to be submitted to shareholder approval at the meeting, is available on the Company’s website at http://ir.didiglobal.com.
The Board/Company will continue to explore appropriate measures in the interest of the Company and its shareholders, including exploring potential listing on another internationally recognized exchange, subject to compliance with applicable rules, regulations, policies and guidance.
After the Delisting is completed, whether the Company's ADSs and/or ordinary shares may trade on OTC Pink Sheets will depend on shareholders’ and independent third-parties’ actions, without the Company's involvement.
About DiDi Global Inc.
DiDi Global Inc. (NYSE: DIDI) is the world’s leading mobility technology platform. It offers a wide range of app-based services across Asia Pacific, Latin America and other global markets, including ride hailing, taxi hailing, chauffeur, hitch and other forms of shared mobility as well as auto solutions, food delivery, intra-city freight and financial services.
Safe Harbor Statement
This press release contains statements that may constitute “forward-looking” statements which are made pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “likely to,” and similar statements. Statements that are not historical facts, including statements about the Company’s beliefs, plans, and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Further information regarding these and other risks is included in the Company’s filings with the SEC. All information provided in this press release is as of the date of this press release, and the Company does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
Contacts
For investor inquiries, please contact:
DiDi Global Inc.
Tianyi Wang
Email: ir@didiglobal.com
For media inquiries, please contact:
DiDi Global Inc.
Global Communications Team
Email: globalpr@didiglobal.com
2
Exhibit 99.2
DIDI GLOBAL INC.
(an exempted company incorporated in the CaymanIslands)
(the “Company”)
NOTICE OF EXTRAORDINARY GENERAL MEETING
To Be Held on May 23, 2022
(or any adjourned or postponed meeting thereof)
NOTICE IS HEREBY GIVENthat an Extraordinary General Meeting (“EGM”) of all of the shareholders of the Company has been scheduled for May 23, 2022 at 7:00 p.m., Beijing Time, or 7:00 a.m. Eastern Time, to be held at No. 1 Block B, Shangdong Digital Valley, No. 8 Dongbeiwang West Road, Haidian District, Beijing, China. Shareholders may also attend the meeting by telephone conference call. To attend, please request call-in details by email to ir@didiglobal.com.
The shareholders shall be asked to consider and, if in favor, pass the following resolution:
| 1. | as an ordinary resolution, to delist the Company’s American Depositary Shares from the New York<br>Stock Exchange (the “Delisting”) as soon as practicable, and that in order to better cooperate with the cybersecurity<br>review and rectification measures, the Company’s shares will not be listed on any other stock exchange before the Delisting is completed. |
|---|
The board of directors of the Company has fixed the close of business on April 28, 2022, Eastern Time, as the record date (the “Record Date”) for determining the shareholders entitled to receive notice and to attend and vote at the EGM or any adjourned or postponed meeting thereof pursuant to the memorandum and articles of association of the Company currently in effect. Holders of record of the Company’s Class A ordinary shares or Class B ordinary shares at the close of business on the Record Date are entitled to notice of, to attend and vote at, the EGM or any adjournment or postponement thereof. Holders of the Company’s American Depositary Shares (the “ADSs”) who wish to exercise their voting rights for the underlying Class A ordinary shares must act through the depositary of the Company’s ADS program, Deutsche Bank Trust Company Americas (the “Depositary”).
The beneficial owners of Class B ordinary shares of the Company have informed the Company that they will vote on a one vote per share basis at the EGM, same as holders of Class A ordinary shares.
ADS holders may tender their ADSs to the Depositary in exchange for Class A ordinary shares of the Company, at any time, with each four ADSs returned to be exchanged into one Class A ordinary share in accordance with the terms and conditions of the deposit agreement entered into among the Company, the Depositary, and holders and beneficial owners of the ADSs from time to time. ADS holders may consult with their professional advisers or the Depositary regarding the exchange of ADSs into Class A ordinary shares.
Your vote is important. If you cannot attend the meeting, you are urged to complete, sign, date and return the accompanying proxy form provided as Appendix I hereto as promptly as possible.
1
Beijing, April 16, 2022
By Order of the Board of Directors
| /s/ Will Wei Cheng |
|---|
| Will Wei Cheng |
Chairman of the Board of Directors
2
NOTES
IF YOU HAVE EXECUTED A STANDING PROXY, YOUR STANDING PROXY WILLBE VOTED AS INDICATED IN NOTE 2 BELOW, UNLESS YOU ATTEND THE EGM IN PERSON OR SEND IN A SPECIFIC PROXY.
| 1 | A proxy need not be a shareholder<br>of the Company. |
|---|---|
| 2 | Any standing proxy previously<br>deposited by a shareholder with the Company will be voted in favor of the resolutions to be proposed at the EGM unless revoked prior to<br>the EGM or the shareholder attends the EGM in person or executes a specific proxy. |
| --- | --- |
| 3 | A<br> form of proxy for use at the EGM is enclosed. Whether or not you propose to attend the EGM<br> in person, you are strongly advised to complete and sign the enclosed form of proxy in accordance<br> with the instructions printed on it and then deposit it (together with any power of attorney<br> or other authority under which it is signed or a notarially certified copy of that power<br> or authority) at the offices of the Company at No. 1 Block B, Shangdong Digital Valley, No.<br> 8 Dongbeiwang West Road, Haidian District, Beijing, China, or send copies of the foregoing<br> by email to ir@didiglobal.com, in each case marked for the attention of Tianyi Wang,<br> not later than 48 hours before the time appointed for the holding of the EGM or adjourned<br> EGM in accordance with the memorandum and articles of association of the Company currently<br> in effect. Returning the completed form of proxy will not preclude you from attending the<br> EGM and voting in person if you so wish. |
| --- | --- |
| 4 | If two or more persons are jointly<br>registered as holders of a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to<br>the exclusion of the votes of the other joint holders. For this purpose seniority shall be determined by the order in which the names<br>stand on the Company's register of shareholders in respect of the relevant shares. |
| --- | --- |
| 5 | A shareholder holding more than<br>one share entitled to attend and vote at the EGM need not cast the votes in respect of such shares in the same way on any resolution and<br>therefore may vote a share or some or all such shares either for or against a resolution and/or abstain from voting a share or some or<br>all of the shares and, subject to the terms of the instrument appointing any proxy, a proxy appointed under one or more instruments may<br>vote a share or some or all of the shares in respect of which he is appointed either for or against a resolution and/or abstain from voting. |
| --- | --- |
3
Appendix I
Form of Proxy
4
Exhibit 99.3
DIDI GLOBAL INC.
(an exempted company incorporatedin the Cayman Islands)
(the “Company”)
Form of Proxy for Extraordinary General Meeting
I/We (a) of being the registered holder of (b) ___________________ Class A ordinary shares, par value US$0.00002 per share, and ___________________ Class B ordinary shares, par value US$0.00002 per share, of the Company hereby appoint ___________________________ of ___________________, or failing him/her, Mr. Will Wei Cheng, to act as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the Extraordinary General Meeting (and at any adjournment thereof) (the “EGM”) of the Company to be held on May 23, 2022 at 7:00 p.m., Beijing Time, or 7:00 a.m. Eastern Time, at No. 1 Block B, Shangdong Digital Valley, No. 8 Dongbeiwang West Road, Haidian District, Beijing, China, for the purpose of considering and, if thought fit, passing the resolution as set out in the notice of the EGM and at such EGM (and at any adjournment thereof) to vote for me/us in my/our name(s) in respect of the resolution as indicated below (c):
| No./Item | RESOLUTION | FOR | AGAINST | ABSTAIN |
|---|---|---|---|---|
| 1 | as an ordinary resolution,<br>to delist the Company’s American Depositary Shares from the New York Stock Exchange (the “Delisting”) as soon<br>as practicable, and that in order to better cooperate with the cybersecurity review and rectification measures, the Company’s shares<br>will not be listed on any other stock exchange before the Delisting is completed. |
Dated this day of , 2022
Shareholder’s Signature (d):
Notes:
| (a) | Your name(s) and address(es) to be inserted in BLOCK CAPITALS. |
|---|---|
| (b) | Please insert the number of shares registered in your name(s). If no number is inserted, this form of<br>proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s). |
| --- | --- |
| (c) | IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE PUT A TICK (“√”) IN THE BOX<br>BELOW THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE PUT A TICK (“√”) IN THE BOX<br>BELOW THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON A PARTICULAR RESOLUTION, PLEASE PUT A TICK (“√”)<br>IN THE BOX BELOW THE BOX MARKED “ABSTAIN”. ALTERNATIVELY, YOU MAY ALSO INDICATE THE RESPECTIVE NUMBERS OF SHARES FOR EACH<br>OF THE “FOR,” “AGAINST” AND “ABSTAIN” COLUMNS. Failure to complete any or all the boxes will entitle<br>your proxy to cast your vote for or against any resolution and/or abstain from voting at his/her discretion. Your proxy will also be entitled<br>to vote at his/her discretion on any resolution properly put to the EGM other than those referred to in the notice of the EGM. |
| --- | --- |
| (d) | This proxy form must be signed by the appointor, or his/her attorney duly authorized in writing, or if<br>such appointor be a corporation, either under its common seal or under the hand of an officer or attorney or other person duly authorized<br>to sign the same. |
| --- | --- |
Exhibit 99.4
DiDi Global Announces Unaudited Quarterly FinancialResults
Beijing, April 16, 2022 - DiDi Global Inc. (“DiDi” or the “Company”) (NYSE: DIDI), the world’s leading mobility technology platform, today announced its unaudited condensed financial results for the fourth quarter ended December 31, 2021.
DiDi Global Inc.
Unaudited condensed consolidated balance sheets
(Amounts in millions, except for per share data and otherwise noted)
| December 31, | |||||||
| 2021 | 2021 | ||||||
| RMB | US (2) | ||||||
| ASSETS | |||||||
| Current assets: | |||||||
| Cash and cash equivalents | 19,372 | 43,430 | |||||
| Restricted cash | 2,238 | 444 | |||||
| Short-term investments | 37,689 | 13,344 | |||||
| Accounts and notes receivable, net of allowance for credit losses of RMB556 and RMB651, respectively | 2,438 | 2,831 | |||||
| Loan receivable, net of allowance for credit losses of RMB146 and RMB605, respectively | 2,878 | 4,644 | |||||
| Amounts due from related parties | 103 | 115 | |||||
| Prepayments, receivables and other current assets, net | 3,913 | 3,958 | |||||
| Total current assets | 68,631 | 68,766 | |||||
| Non-current assets: | |||||||
| Investment securities and other investments | 4,261 | 18,634 | |||||
| Long-term investments, net | 7,105 | 4,615 | |||||
| Operating lease right-of-use assets | 1,931 | 1,288 | |||||
| Property and equipment, net | 9,759 | 8,000 | |||||
| Intangible assets, net | 5,357 | 3,286 | |||||
| Goodwill | 49,124 | 46,378 | |||||
| Non-current restricted cash | 21 | 107 | |||||
| Deferred tax assets, net | 191 | 224 | |||||
| Other non-current assets, net | 885 | 1,700 | |||||
| Total non-current assets | 78,634 | 84,232 | |||||
| Total assets | 147,265 | 152,998 | |||||
| LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY (DEFICIT) | |||||||
| Current liabilities: | |||||||
| Short-term borrowings | 5,827 | 6,838 | |||||
| Accounts and notes payable | 7,353 | 4,625 | |||||
| Deferred revenue and customer advances | 915 | 546 | |||||
| Operating lease liabilities, current portion | 679 | 517 | |||||
| Amounts due to related parties | 282 | 249 | |||||
| Accrued expenses and other current liabilities | 11,304 | 11,648 | |||||
| Total current liabilities | 26,360 | 24,423 | |||||
| Non-current liabilities: | |||||||
| Long-term borrowings | 1,453 | 1,681 | |||||
| Operating lease liabilities, non-current portion | 1,172 | 655 | |||||
| Deferred tax liabilities | 844 | 486 | |||||
| Other non-current liabilities | 286 | 306 | |||||
| Total non-current liabilities | 3,755 | 3,128 | |||||
| Total liabilities | 30,115 | 27,551 | |||||
| Commitments and contingencies | |||||||
| Mezzanine equity | |||||||
| Convertible preferred shares (3) | 189,839 | - | |||||
| Convertible redeemable non-controlling interests | 3,345 | 12,258 | |||||
| Convertible non-controlling interests | 100 | 1,069 | |||||
| Total Mezzanine Equity | 193,284 | 13,327 | |||||
| SHAREHOLDERS’ EQUITY (DEFICIT): | |||||||
| DiDi Global Inc. shareholders’ equity (deficit): | |||||||
| Ordinary shares (US0.00002 par value;<br> 1,617,583,821 shares and 5,000,000,000 shares authorized;<br> 124,067,444 shares and 1,205,810,369 shares issued;<br> 108,531,508 shares and 1,182,633,848 shares<br> outstanding as of December 31, 2020 and 2021, respectively) | - | - | |||||
| Treasury shares | - | - | |||||
| Additional paid-in capital | 12,178 | 251,385 | |||||
| Statutory reserves | 17 | 28 | |||||
| Accumulated other comprehensive loss | (2,002 | ) | (3,601 | ) | ) | ||
| Accumulated deficit | (86,411 | ) | (135,765 | ) | ) | ||
| Total DiDi Global Inc. shareholders’ equity (deficit) | (76,218 | ) | 112,047 | ||||
| Non-controlling interests | 84 | 73 | |||||
| Total shareholders’ equity (deficit) | (76,134 | ) | 112,120 | ||||
| Total liabilities, mezzanine equity and shareholders’ equity (deficit) | 147,265 | 152,998 |
All values are in US Dollars.
(1) Certain prior year amounts in the Company’s condensed consolidated balance sheets have been adjusted to conform with the current year presentation to facilitate comparison. These adjustments have not changed the results of operations, financial position or cash flows of prior periods.
(2) This results announcement contains translations of certain Renminbi (“RMB”) amounts into U.S. dollars (“US$”) for the convenience of the reader. Unless otherwise stated, all translations of RMB into US$ were made at RMB6.3726 to US$1.00, the exchange rate on December 30, 2021 as set forth in the H.10 statistical release of the Federal Reserve Board.
(3) The convertible preferred shares were converted to ordinary shares immediately prior to the closing of the Company’s initial public offering in early July, 2021.
DiDiGlobal Inc.
Unaudited condensed consolidated statements of comprehensive loss
(Amountsin millions, except for per share data and otherwise noted)
| For<br> the Three Months Ended December 31, | For<br> the Year Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2021 | 2021 | 2020 | 2021 | 2021 | |||||||||||
| RMB | RMB | US | RMB | RMB | US | |||||||||||
| Revenues | ||||||||||||||||
| China<br> Mobility | 44,156 | 37,473 | 133,645 | 160,521 | ||||||||||||
| International | 691 | 1,045 | 2,333 | 3,622 | ||||||||||||
| Other<br> Initiatives | 1,852 | 2,259 | 5,758 | 9,684 | ||||||||||||
| Total<br> revenues | 46,699 | 40,777 | 141,736 | 173,827 | ||||||||||||
| Costs<br> and expenses | ||||||||||||||||
| Cost<br> of revenues | (44,520 | ) | (35,921 | ) | ) | (125,824 | ) | (156,863 | ) | ) | ||||||
| Operations<br> and support | (1,654 | ) | (1,708 | ) | ) | (4,696 | ) | (7,525 | ) | ) | ||||||
| Sales<br> and marketing | (5,215 | ) | (3,509 | ) | ) | (11,136 | ) | (16,961 | ) | ) | ||||||
| Research<br> and development | (1,836 | ) | (2,466 | ) | ) | (6,317 | ) | (9,415 | ) | ) | ||||||
| General<br> and administrative | (2,038 | ) | (2,514 | ) | ) | (7,551 | ) | (28,716 | ) | ) | ||||||
| Impairment<br> of goodwill and intangible assets ^(1)^ | - | (2,789 | ) | ) | - | (2,789 | ) | ) | ||||||||
| Total<br> costs and expenses | (55,263 | ) | (48,907 | ) | ) | (155,524 | ) | (222,269 | ) | ) | ||||||
| Loss from operations ^(2)^ | (8,564 | ) | (8,130 | ) | ) | (13,788 | ) | (48,442 | ) | ) | ||||||
| Interest<br> income | 285 | 240 | 1,229 | 819 | ||||||||||||
| Interest<br> expenses | (51 | ) | (66 | ) | ) | (136 | ) | (278 | ) | ) | ||||||
| Investment<br> income (loss), net ^(3)^ | 1,904 | 8,344 | 2,833 | (167 | ) | ) | ||||||||||
| Impairment<br> loss for equity investments accounted for using Measurement Alternative | (1,022 | ) | - | (1,022 | ) | - | ||||||||||
| Loss<br> from equity method investments, net | (550 | ) | (416 | ) | ) | (1,058 | ) | (476 | ) | ) | ||||||
| Other<br> income (loss), net | 730 | (83 | ) | ) | 1,031 | (624 | ) | ) | ||||||||
| Loss<br> before income taxes | (7,268 | ) | (111 | ) | ) | (10,911 | ) | (49,168 | ) | ) | ||||||
| Income<br> tax benefits (expenses) | 37 | (60 | ) | ) | 303 | (166 | ) | ) | ||||||||
| Net<br> loss | (7,231 | ) | (171 | ) | ) | (10,608 | ) | (49,334 | ) | ) | ||||||
| Less:<br> Net income (loss) attributable to non-controlling interest shareholders | (70 | ) | 5 | (94 | ) | 9 | ||||||||||
| Net<br> loss attributable to DiDi Global Inc. | (7,161 | ) | (176 | ) | ) | (10,514 | ) | (49,343 | ) | ) | ||||||
| Accretion<br> of convertible redeemable non-controlling interests to redemption value | (60 | ) | (207 | ) | ) | (165 | ) | (688 | ) | ) | ||||||
| Deemed<br> dividends to preferred shareholders upon repurchases of convertible preferred shares | - | - | (1 | ) | - | |||||||||||
| Net<br> loss attributable to ordinary shareholders of DiDi Global Inc. | (7,221 | ) | (383 | ) | ) | (10,680 | ) | (50,031 | ) | ) | ||||||
| Net<br> loss | (7,231 | ) | (171 | ) | ) | (10,608 | ) | (49,334 | ) | ) | ||||||
| Other<br> comprehensive loss: | ||||||||||||||||
| Foreign<br> currency translation adjustments, net of tax of nil | (2,797 | ) | (1,153 | ) | ) | (5,927 | ) | (1,594 | ) | ) | ||||||
| Share<br> of other comprehensive loss of equity method investees | 1 | - | - | (5 | ) | ) | ||||||||||
| Total<br> other comprehensive loss | (2,796 | ) | (1,153 | ) | ) | (5,927 | ) | (1,599 | ) | ) | ||||||
| Total<br> comprehensive loss | (10,027 | ) | (1,324 | ) | ) | (16,535 | ) | (50,933 | ) | ) | ||||||
| Less:<br> comprehensive income (loss) attributable to non-controlling interest shareholders | (70 | ) | 5 | (94 | ) | 9 | ||||||||||
| Comprehensive<br> loss attributable to DiDi Global Inc. | (9,957 | ) | (1,329 | ) | ) | (16,441 | ) | (50,942 | ) | ) | ||||||
| Accretion<br> of convertible redeemable non-controlling interests to redemption value | (60 | ) | (207 | ) | ) | (165 | ) | (688 | ) | ) | ||||||
| Deemed<br> dividends to preferred shareholders upon repurchases of convertible preferred shares | - | - | (1 | ) | - | |||||||||||
| Comprehensive<br> loss attributable to ordinary shareholders of DiDi Global Inc. | (10,017 | ) | (1,536 | ) | ) | (16,607 | ) | (51,630 | ) | ) | ||||||
| Weighted<br> average number of ordinary shares used in computing net loss per share | ||||||||||||||||
| —Basic | 108,328,905 | 1,204,089,980 | 106,694,420 | 657,996,437 | ||||||||||||
| —Diluted | 108,328,905 | 1,204,089,980 | 106,694,420 | 657,996,437 | ||||||||||||
| Net<br> loss per share attributable to ordinary shareholders | ||||||||||||||||
| —Basic | (66.66 | ) | (0.32 | ) | ) | (100.10 | ) | (76.04 | ) | ) | ||||||
| —Diluted | (66.66 | ) | (0.32 | ) | ) | (100.10 | ) | (76.04 | ) | ) | ||||||
| Weighted<br> average number of ADSs used in computing net loss per ADS | ||||||||||||||||
| —Basic | 433,315,620 | 4,816,359,920 | 426,777,680 | 2,631,985,748 | ||||||||||||
| —Diluted | 433,315,620 | 4,816,359,920 | 426,777,680 | 2,631,985,748 | ||||||||||||
| Net<br> loss per ADS attributable to ordinary shareholders | ||||||||||||||||
| —Basic | (16.66 | ) | (0.08 | ) | ) | (25.03 | ) | (19.01 | ) | ) | ||||||
| —Diluted | (16.66 | ) | (0.08 | ) | ) | (25.03 | ) | (19.01 | ) | ) |
All values are in US Dollars.
(1) Impairment of goodwill and intangible assets of RMB2.8 billion (US$0.4 billion) related to 99 Taxis within the International segment was recorded for the three months ended December 31, 2021.
(2) Includes share-based compensation expenses as follows:
| For<br> the Three Months Ended December 31, | For<br> the Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2021 | 2021 | 2020 | 2021 | 2021 | |||||
| RMB | RMB | US | RMB | RMB | US | |||||
| Operations<br> and support | 21 | 37 | 80 | 194 | ||||||
| Sales<br> and marketing | 55 | 86 | 210 | 326 | ||||||
| Research<br> and development | 166 | 381 | 778 | 2,259 | ||||||
| General<br> and administrative | 387 | 509 | 2,345 | 21,876 |
All values are in US Dollars.
(3) Investment income, net for the three months ended December 31, 2021 was RMB8.3 billion (US$1.3 billion), primarily attributable to fair value gain from the Company’s investments in a company engaged in the deliveries, mobility and digital financial services sectors in the Southeast Asia region. The investee listed in the United States in the fouth quarter of 2021.
DiDiGlobal Inc.
Unauditedcondensed consolidated statements of cash flows
(Amounts in millions)
| For<br> the Three Months Ended December 31, | For<br> the Year Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2021 | 2021 | 2020 | 2021 | 2021 | |||||||||||
| RMB | RMB | US | RMB | RMB | US | |||||||||||
| Net<br> cash provided by (used in) operating activities | (558 | ) | (1,032 | ) | ) | 1,138 | (13,414 | ) | ) | |||||||
| Net<br> cash provided by (used in) investing activities | 3,321 | (2,511 | ) | ) | (1,946 | ) | 1,145 | |||||||||
| Net<br> cash provided by (used in) financing activities | 2,621 | (1,079 | ) | ) | 9,274 | 35,191 | ||||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (256 | ) | (717 | ) | ) | (515 | ) | (572 | ) | ) | ||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | 5,128 | (5,339 | ) | ) | 7,951 | 22,350 | ||||||||||
| Cash, cash equivalents and restricted cash at the beginning of the period | 16,503 | 49,320 | 13,680 | 21,631 | ||||||||||||
| Cash, cash equivalents and restricted cash at the end of the period | 21,631 | 43,981 | 21,631 | 43,981 |
All values are in US Dollars.
Selectedfinancial information of segments
The following table presents the total revenue and adjusted EBITA (non-GAAP) and total consolidated loss from operations by segment for the periods presented:
| For<br> the Three Months Ended December 31, | For<br> the Year Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2021 | 2021 | 2020 | 2021 | 2021 | |||||||||||
| RMB | RMB | US | RMB | RMB | US | |||||||||||
| Revenues: | ||||||||||||||||
| China<br> Mobility | 44,156 | 37,473 | 133,645 | 160,521 | ||||||||||||
| International | 691 | 1,045 | 2,333 | 3,622 | ||||||||||||
| Other<br> Initiatives | 1,852 | 2,259 | 5,758 | 9,684 | ||||||||||||
| Total<br> segment revenues | 46,699 | 40,777 | 141,736 | 173,827 | ||||||||||||
| Adjusted<br> EBITA: | ||||||||||||||||
| China<br> Mobility | (509 | ) | 854 | 3,960 | 6,129 | |||||||||||
| International | (1,510 | ) | (1,803 | ) | ) | (3,534 | ) | (5,788 | ) | ) | ||||||
| Other<br> Initiatives | (5,421 | ) | (2,957 | ) | ) | (8,807 | ) | (19,514 | ) | ) | ||||||
| Total<br> Adjusted EBITA (non-GAAP) | (7,440 | ) | (3,906 | ) | ) | (8,381 | ) | (19,173 | ) | ) | ||||||
| Share-based<br> compensation | (629 | ) | (1,013 | ) | ) | (3,413 | ) | (24,655 | ) | ) | ||||||
| Amortization<br> of intangible assets | (495 | ) | (422 | ) | ) | (1,994 | ) | (1,825 | ) | ) | ||||||
| Impairment<br> of goodwill and intangible assets | - | (2,789 | ) | ) | - | (2,789 | ) | ) | ||||||||
| Total<br> consolidated loss from operations | (8,564 | ) | (8,130 | ) | ) | (13,788 | ) | (48,442 | ) | ) |
All values are in US Dollars.
The following table presents the total depreciation expenses of property and equipment by segment for the periods presented:
| For<br> the Three Months Ended December 31, | For<br> the Year Ended December 31, | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2021 | 2021 | 2020 | 2021 | 2021 | |||||
| RMB | RMB | US | RMB | RMB | US | |||||
| China<br> Mobility | 65 | 84 | 260 | 306 | ||||||
| International | 20 | 43 | 63 | 125 | ||||||
| Other<br> Initiatives | 982 | 750 | 2,952 | 3,790 | ||||||
| Total<br> depreciation expenses of property and equipment | 1,067 | 877 | 3,275 | 4,221 |
All values are in US Dollars.
DiDi Global Inc.
Unaudited reconciliation of GAAP and Non-GAAP results
(Amountsin millions)
| For<br> the Three Months Ended December 31, | For<br> the Year Ended December 31, | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2020 | 2021 | 2021 | 2020 | 2021 | 2021 | |||||||||||
| RMB | RMB | US | RMB | RMB | US | |||||||||||
| Net<br> loss | (7,231 | ) | (171 | ) | ) | (10,608 | ) | (49,334 | ) | ) | ||||||
| Less:<br> Interest income | (285 | ) | (240 | ) | ) | (1,229 | ) | (819 | ) | ) | ||||||
| Add:<br> Interest expenses | 51 | 66 | 136 | 278 | ||||||||||||
| Less:<br> investment income (loss), net | (1,904 | ) | (8,344 | ) | ) | (2,833 | ) | 167 | ||||||||
| Add:<br> Impairment loss for equity investments accounted for using Measurement Alternative | 1,022 | - | 1,022 | - | ||||||||||||
| Add:<br> Loss from equity method investments, net | 550 | 416 | 1,058 | 476 | ||||||||||||
| Less:<br> Other income (loss), net | (730 | ) | 83 | (1,031 | ) | 624 | ||||||||||
| Less:<br> Income tax benefits (expenses) | (37 | ) | 60 | (303 | ) | 166 | ||||||||||
| Loss<br> from operations | (8,564 | ) | (8,130 | ) | ) | (13,788 | ) | (48,442 | ) | ) | ||||||
| Add:<br> Share-based compensation expenses | 629 | 1,013 | 3,413 | 24,655 | ||||||||||||
| Add:<br> Amortization of intangible assets | 495 | 422 | 1,994 | 1,825 | ||||||||||||
| Add:<br> Impairment of goodwill and intangible assets | - | 2,789 | - | 2,789 | ||||||||||||
| Adjusted<br> EBITA (non-GAAP) | (7,440 | ) | (3,906 | ) | ) | (8,381 | ) | (19,173 | ) | ) |
All values are in US Dollars.
Fourth Quarter 2021 Financial and OperationalMetrics
| · | Total revenues for the fourth quarter<br>of 2021 were RMB40.8 billion (US$6.4 billion). Total revenues from the China Mobility segment for the fourth quarter of 2021 were RMB37.5<br>billion (US$5.9 billion). Total revenues from the International segment for the fourth quarter of 2021 were RMB1.0 billion (US$0.2 billion).<br>Total revenues from the Other Initiatives segment for the fourth quarter of 2021 were RMB2.3 billion (US$0.3 billion). |
|---|---|
| · | Net loss attributable to ordinary shareholders<br>for the fourth quarter of 2021 was RMB383 million (US$60 million). |
| --- | --- |
| · | Adjusted EBITA (Non-GAAP)^1^<br>for the fourth quarter of 2021 was a loss of RMB3.9 billion (US$0.6 billion). |
| --- | --- |
| · | Core Platform Transactions for the fourth<br>quarter of 2021 were 2,791 million. Transactions of China Mobility segment for the fourth quarter of 2021 were 2,307 million. Transactions<br>from the International segment for the fourth quarter of 2021 were 484 million. |
| --- | --- |
| · | Core Platform Gross Transaction Value (“GTV”)^2^<br>for the fourth quarter of 2021 reached RMB67.2 billion (US$10.5 billion). GTV from the China Mobility segment for the fourth quarter of<br>2021 reached RMB56.2 billion (US$8.8 billion). GTV from the International segment for the fourth quarter of 2021 reached RMB11.0 billion<br>(US$1.7 billion). |
| --- | --- |
| · | Platform Sales^3^ from China Mobilityand International segments for the fourth quarter of 2021 were RMB9.9 billion (US$1.6 billion). Platform Sales from the China Mobility<br>segment for the fourth quarter of 2021 reached RMB8.9 billion (US$1.4 billion). Platform Sales from the International segment for the<br>fourth quarter of 2021 reached RMB1.0 billion (US$0.2 billion). |
| --- | --- |
^1^ Adjusted EBITA (non-GAAP) is defined as net income or loss before (i) interest income, (ii) interest expenses, (iii) investment income (loss), net, (iv) impairment loss for equity investments accounted for using Measurement Alternative, (v) loss (income) from equity method investments, net, (vi) other income (loss), net, (vii) income tax benefits (expenses), (viii) share-based compensation expense, (ix) amortization of intangible assets and (x) impairment of goodwill and intangible assets.
^2^ GTV, which stands for gross transaction value, refers to the total dollar value, including any applicable taxes, tolls and fees, of completed transactions on the Company’s platform without any adjustment for consumer incentives or for earnings and incentives paid to drivers for mobility services, merchant or delivery partners for food delivery services, or service partners for other initiatives.
^3^ Platform Sales refers to GTV less all of the earnings and incentives paid to drivers and partners, tolls, fees, taxes and others.
About DiDi Global Inc.
DiDi Global Inc. (NYSE: DIDI) is the world’s leading mobility technology platform. It offers a wide range of app-based services across Asia Pacific, Latin America and other global markets, including ride hailing, taxi hailing, chauffeur, hitch and other forms of shared mobility as well as auto solutions, food delivery, intra-city freight and financial services.
Use of Non-GAAP Financial Measure
In evaluating the business, the Company considers and uses Adjusted EBITA, a non-GAAP financial measure, to supplement the review and assessment of its operating performance. The Company defines Adjusted EBITA as net income or loss before (i) interest income, (ii) interest expenses, (iii) investment income (loss), net, (iv) impairment loss for equity investments accounted for using Measurement Alternative, (v) loss from equity method investments, net, (vi) other income (loss), net, (vii) income tax benefits (expenses), (viii) share-based compensation expense, (ix) amortization of intangible assets and (x) impairment of goodwill and intangible assets.
This non-GAAP financial measure is not defined under U.S. GAAP and is not presented in accordance with U.S. GAAP. It should not be considered in isolation or construed as an alternative to net income (loss) or any other measure of performance or as an indicator of the Company’s operating performance. Investors are encouraged to review this historical non-GAAP financial measure in light of the most directly comparable GAAP measure. The non-GAAP financial measure may not be comparable to similarly titled measures presented by other companies.
For more information on the non-GAAP financial measure, please see the tables captioned “Unaudited Reconciliation of GAAP and Non-GAAP Results” set forth in this press release.
Exchange Rate Information
This announcement contains translations of certain RMB amounts into U.S. dollars at a specified rate solely for the convenience of the reader. Unless otherwise noted, all translations from RMB to U.S. dollars were made at a rate of RMB6.3726 to US$1.00, the exchange rate in effect as of December 30, 2021 as set forth in the H.10 statistical release of the Federal Reserve Board.
Safe Harbor Statement
This press release contains statements that may constitute “forward-looking” statements which are made pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “likely to,” and similar statements. Statements that are not historical facts, including statements about the Company’s beliefs, plans, and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. Further information regarding these and other risks is included in the Company’s filings with the SEC. All information provided in this press release is as of the date of this press release, and the Company does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
For investor inquiries, please contact:
DiDi Global Inc.
Tianyi Wang
Email: ir@didiglobal.com
For media inquiries, please contact:
DiDi Global Inc.
Global Communications Team
Email: globalpr@didiglobal.com
Exhibit 99.5
DiDi Announces BoardChange
BEIJING, April 16, 2022 – DiDi Global Inc. (the “Company”) (NYSE: DIDI), the world’s leading mobility technology platform, today announced that Ms. Fengxia Liang has been appointed as a director to the board of directors of the Company and Mr. Martin Chi Ping Lau has resigned from the board.
Ms. Fengxia Liang currently serves as Associate General Counsel of Tencent Holdings Limited, an internet company listed on the Hong Kong Stock Exchange (stock code: 00700). Ms. Liang joined Tencent in March 2008. Prior to joining Tencent, she worked at Deloitte as Senior Legal Counsel, and prior to that she practiced law at an Asian law firm specializing in M&A and commercial transactions. Ms. Liang received her LLM degree from University of London and LLB degree from Fudan University.
The Company would like to take this opportunity to express its gratitude to Mr. Martin Chi Ping Lau for his invaluable contributions to the Company during his tenure.
About DiDi Global Inc.
DiDi Global Inc. (NYSE: DIDI) is the world’s leading mobility technology platform. It offers a wide range of app-based services across Asia Pacific, Latin America and other global markets, including ride hailing, taxi hailing, chauffeur, hitch and other forms of shared mobility as well as auto solutions, food delivery, intra-city freight and financial services.
Contacts
For investor inquiries, please contact:
DiDi Global Inc.
Tianyi Wang
Email: ir@didiglobal.com
For media inquiries, please contact:
DiDi Global Inc.
Global Communications Team
Email: globalpr@didiglobal.com