Form 20-F DiDi Global Inc. For: Dec 31
Exhibit 8.1
Principal Subsidiaries and VIEs of the Registrant
Subsidiaries |
| Place of Incorporation |
Soda Technology Inc. | | Cayman Islands |
Voyager Group Inc. | | Cayman Islands |
City Puzzle Holdings Limited | | Cayman Islands |
Harmonia Holding Inc. | | Cayman Islands |
MARVELOUS YARRA LIMITED | | British Virgin Islands |
Cheering Venture Global Limited | | British Virgin Islands |
Holly Universal Limited | | British Virgin Islands |
City Puzzle (HK) Limited | | Hong Kong |
DiDi (HK) Science and Technology Limited | | Hong Kong |
Xiaoju Science and Technology (Hong Kong) Limited | | Hong Kong |
Beijing DiDi Infinity Technology and Development Co., Ltd. | | PRC |
Hangzhou Kuaidi Technology Co., Ltd. | | PRC |
Hangzhou Qingqi Science and Technology Co., Ltd. | | PRC |
Chongqing West Coast Microfinance Co., Ltd. | | PRC |
Beijing Freight Infinity Technology and Development Co., Ltd. | | PRC |
Guangzhou Qian Technology Co., Ltd. | | PRC |
Beijing Chesheng Technology Co., Ltd. | | PRC |
Chengzi (Shanghai) Internet Technology Co., Ltd. | | PRC |
Shanghai Wubo Information and Technology Co., Ltd. | | PRC |
VIE: |
| Place of Incorporation |
Beijing Xiaoju Science and Technology Co., Ltd. | | PRC |
Hangzhou Xiaomuji Software Technology Co., Ltd. | | PRC |
Shanghai DiDi Woya Technology Co., Ltd. | | PRC |
Subsidiaries of VIEs: |
| Place of Incorporation |
DiDi Chuxing (Beijing) Network Platform Technology Co., Ltd. | | PRC |
DiDi Chuxing Science and Technology Co., Ltd. | | PRC |
Beijing DiDi Chuxing Technology Co., Ltd. | | PRC |
Chongqing DiDi Chuxing Technology Co., Ltd. | | PRC |
Guangxi DiDi Chuxing Technology Co., Ltd. | | PRC |
Hunan DiDi Chuxing Technology Co., Ltd. | | PRC |
Shanghai DiDi Changxing Technology Co., Ltd. | | PRC |
Henan DiDi Chuxing Technology Co., Ltd. | | PRC |
Chengdu DiDi Youxing Technology Co., Ltd. | | PRC |
Hangzhou DiDi Chuxing Technology Co., Ltd. | | PRC |
Xiamen DiDi Chuxing Technology Co., Ltd. | | PRC |
Nanjing DiDi Chuxing Technology Co., Ltd. | | PRC |
Jiangxi DiDi Chuxing Technology Co., Ltd. | | PRC |
Shaanxi DiDi Chuxing Technology Co., Ltd. | | PRC |
Dirun (Tianjin) Technology Co., Ltd | | PRC |
Didi Commercial Service Co., Ltd. | | PRC |
Exhibit 12.1
Certification by the Principal Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Will Wei Cheng, certify that:
1. | I have reviewed this annual report on Form 20-F of DiDi Global Inc. (the “Company”); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
4. | The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | [reserved]; |
(c) | Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and |
5. | The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. |
Date: May 2, 2022 | | |
| ||
By: | /s/ Will Wei Cheng | |
Name: | Will Wei Cheng | |
Title: | Chief Executive Officer | |
Exhibit 12.2
Certification by the Principal Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Alan Yue Zhuo, certify that:
1. | I have reviewed this annual report on Form 20-F of DiDi Global Inc. (the “Company”); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report; |
4. | The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | [reserved]; |
(c) | Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and |
5. | The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting. |
Date: May 2, 2022 | | |
| ||
By: | /s/ Alan Yue Zhuo | |
Name: | Alan Yue Zhuo | |
Title: | Chief Financial Officer | |
Exhibit 13.1
Certification by the Principal Executive Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report of DiDi Global Inc. (the “Company”) on Form 20-F for the fiscal year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Will Wei Cheng, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: May 2, 2022 | | |
| ||
By: | /s/ Will Wei Cheng | |
Name: | Will Wei Cheng | |
Title: | Chief Executive Officer | |
Exhibit 13.2
Certification by the Principal Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Annual Report of DiDi Global Inc. (the “Company”) on Form 20-F for the fiscal year ended December 31, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Alan Yue Zhuo, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
(1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
(2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: May 2, 2022 | | |
| ||
By: | /s/ Alan Yue Zhuo | |
Name: | Alan Yue Zhuo | |
Title: | Chief Financial Officer | |
Exhibit 15.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-262249) of DiDi Global Inc. of our report dated May 2, 2022 relating to the financial statements, which appears in this Form 20-F.
/s/ PricewaterhouseCoopers Zhong Tian LLP | |
| |
Beijing, the People’s Republic of China | |
May 2, 2022 | |
Exhibit 15.2
FANGDA PARTNERS

北京 Beijing·上海 Shanghai·广州Guangzhou·深圳 Shenzhen·香港Hong Kong
http://www.fangdalaw.com
中国北京市朝阳区光华路1号 | 电子邮件 | E-mail: | |
北京嘉里中心北楼27层 | 电 话 | Tel.: | 86-10-5769-5600 |
邮政编码:100020 | 传 真 | Fax: | 86-10-5769-5788 |
27/F, North Tower, Beijing Kerry Centre
1 Guanghua Road, Chaoyang District
Beijing 100020,
People’s Republic of China
May 2, 2022
Dear Sirs,
We consent to the references to our firm and the summaries of our opinions under “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Corporate Structure—If the PRC government finds that the agreements that establish the structure for operating some of our operations in China do not comply with PRC regulations relating to the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.” and “Item 4. Information on the Company—C. Organizational Structure—Contractual Arrangements with Our Variable Interest Entities” in DiDi Global Inc.’s Annual Report on Form 20-F for the year ended December 31, 2021 (the “Annual Report”), which is filed with the Securities and Exchange Commission (the “SEC”) on the date hereof, and further consent to the incorporation by reference of the summaries of our opinions under these headings into the Registration Statement on Form S-8 (No. 333-262249) of DiDi Global Inc. We also consent to the filing with the SEC of this consent letter as an exhibit to the Annual Report.
In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, or under the Securities Exchange Act of 1934, in each case, as amended, or the regulations promulgated thereunder.
Yours faithfully,
/s/ Fangda Partners
Fangda Partners
Exhibit 15.3
Our refVSL/738622-000001/22294314v1
DiDi Global Inc.
No. 1 Block B, Shangdong DigitalValley
No. 8 Dongbeiwang West Road
Haidian District, Beijing
People's Republic of China
May 2, 2022
Dear Sirs
DiDi Global Inc.
We have acted as legal advisers as to the laws of the Cayman Islands to DiDi Global Inc., an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), in connection with the filing by the Company with the United States Securities and Exchange Commission (the “SEC”) of an annual report on Form 20-F for the year ended 31 December 2021 (the “Annual Report”).
We hereby consent to the reference to our firm under the heading “Item 10.E. Additional Information—Taxation—Cayman Islands Taxation” in the Annual Report.
We consent to the filing with the SEC of this consent letter as an exhibit to the Annual Report. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, or under the Securities Exchange Act of 1934, in each case, as amended, or the regulations promulgated thereunder.
Yours faithfully
/s/ Maples and Calder (Hong Kong) LLP
Maples and Calder (Hong Kong) LLP
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