Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Smart Share Global Ltd (Name of Issuer) |
Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) |
83193E102 (CUSIP Number) |
Richard A. Hornung Office #122, Windward 3 Building, Regatta Office Park, West Bay Road Grand Cayman, E9, KY1-9006 656-603-0860 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/24/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
|
| CUSIP No. | 83193E102 |
| 1 |
Name of reporting person
HHLR ADVISORS, LTD. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
62,367,293.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
Rows 8, 10, and 11 represent (i) 3,949,700 ADSs (as defined below) representing 7,899,400 Class A Ordinary Shares (as defined below) held by a fund managed by HHLR (as defined below) and (ii) 54,467,893 Class A Ordinary Shares held by a fund managed by HIM (as defined below). HHLR and HIM are under common control and share certain policies, personnel and resources. Row 13 is calculated based on an aggregate of 433,244,569 Class A Ordinary Shares reported to be issued and outstanding as of October 1, 2025, as disclosed in the preliminary proxy statement dated as of October 1, 2025 filed as an exhibit to the Issuer's Schedule 13E-3 filed with the U.S. Securities and Exchange Commission (the "SEC") on October 1, 2025 (the "Schedule 13E-3").
SCHEDULE 13D
|
| CUSIP No. | 83193E102 |
| 1 |
Name of reporting person
HILLHOUSE INVESTMENT MANAGEMENT, LTD. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
62,367,293.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person:
Rows 8, 10, and 11 represent (i) 3,949,700 ADSs (as defined below) representing 7,899,400 Class A Ordinary Shares (as defined below) held by a fund managed by HHLR (as defined below) and (ii) 54,467,893 Class A Ordinary Shares held by a fund managed by HIM (as defined below). HHLR and HIM are under common control and share certain policies, personnel and resources. Row 13 is calculated based on an aggregate of 433,244,569 Class A Ordinary Shares reported to be issued and outstanding as of October 1, 2025, as disclosed in the Schedule 13E-3.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A ordinary shares, par value $0.0001 per share | |
| (b) | Name of Issuer:
Smart Share Global Ltd | |
| (c) | Address of Issuer's Principal Executive Offices:
6th Floor, 799 Tianshan W Road, Changning District, Shanghai,
CHINA
, 200335. | |
Item 1 Comment:
This amendment No. 1 (this "Amendment") amends and supplements the statement on Schedule 13D (the "Schedule 13D") filed on August 20, 2025 by HHLR Advisors, Ltd., an exempted Cayman Islands company, and Hillhouse Investment Management, Ltd., an exempted Cayman Islands company (together, the "Reporting Persons"), with respect to the Class A ordinary shares, par value $0.0001 per share (the "Class A Ordinary Shares"), including Class A Ordinary Shares in the form of American depositary shares ("ADSs"), evidenced by American depositary receipts, each representing two Class A Ordinary Shares, of Smart Share Global Limited, an exempted company incorporated under the laws of the Cayman Islands (the "Issuer"). All capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby supplemented by adding the following: On October 1, 2025, the Issuer filed the Schedule 13E-3 with the SEC, which included a preliminary proxy statement relating to the extraordinary general meeting of the Issuer's shareholders, at which the Issuer's shareholders will consider and vote upon, among other things, a proposal to authorize and approve the Merger Agreement and the transactions contemplated thereby (the "Proxy Statement"). According to the Proxy Statement, the Special Committee determined that the Competing Proposal would fail to constitute a "Superior Proposal" under the Merger Agreement and that the Issuer should proceed with the transactions contemplated by the Merger Agreement. The Reporting Persons believe that the Special Committee's determination is wrong and ill-made. Even accepting the Special Committee's view that the super-voting power held by management members would essentially foreclose the possibility of any "Superior Proposal", the Special Committee did not address why the Issuer must be taken private by the Consortium and why the Issuer should not continue to be a public company. On more than one occasion, the Reporting Persons brought to the attention of the Special Committee that the Issuer's ADSs have been trading above US$1.25 every single day since August 15, 2025 and pointedly asked the Special Committee to elaborate why it believed a sale of the Issuer to insiders at a price below the stock trading price and below the Issuer's cash amount (based on the Issuer's SEC filings) is in the best interest of public shareholders. The Special Committee never answered. In addition, the Proxy Statement reveals critical deficiencies and suspicious facts in the evaluation, negotiation and deliberation of the January Proposal and the Merger Agreement. A few examples: (i) the Proxy Statement indicated no price negotiation whatsoever between the Special Committee and the Consortium before entering into the Merger Agreement, despite the Special Committee's full awareness of the Reporting Persons grave concerns over the Consortium's offer price; (ii) the Special Committee interviewed only one legal counsel, Skadden, Arps, Slate, Meagher & Flom LLP ("Skadden"), and one financial advisor, Kroll, LLC ("Duff & Phelps"), before retaining them, raising the question of whether the selection of advisors had been preordained; (iii) Skadden is the Issuer's long-term legal counsel, calling its independence into question; (iv) Duff & Phelps provided an ADS valuation range of US$1.23 to US$1.29 - a narrow and precise band that aligns perfectly with the Current Price of US$1.25; and (v) the Proxy Statement contained no discussion of the consistently higher ADS trading prices nor did it address the Reporting Persons' repeated question as to why the Issuer and its shareholders' interests would be better served by a going-private transaction at US$1.25, rather than by maintaining the Issuer's public company status. As the January Proposal, the Merger Agreement and the contemplated going-private transactions substantially undervalue the Issuer and in light of the deficient negotiation and evaluation process, the Reporting Persons urge the Special Committee to act in the interests of unaffiliated shareholders to terminate the Merger Agreement and the contemplated transactions, and to maintain the Issuer as a public company. The Reporting Persons intend to continuously review their investment in the Issuer, and, notwithstanding anything contained herein, the Reporting Persons specifically reserve the right to change their intention with respect to any or all of such matters. The Reporting Persons and their affiliates may in the future take such actions with respect to its investment in the Issuer as it deems appropriate, including, without limitation, exchanging information with the Issuer or other third parties; proposing changes in the Issuer's operations, management, board of directors, governance or capitalization; acquiring additional securities of the Issuer or disposing of some or all of the securities beneficially owned by it, in public market or privately negotiated transactions; entering into financial instruments or other agreements that increase or decrease the economic exposure of the Reporting Persons with respect to their investment in the Issuer and/or otherwise changing the Reporting Persons' (or their affiliates') intention with respect to any and all matters referred to in Item 4 of Schedule 13D. | ||
| 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.
|
|
|
|
|