Form 20-F DiDi Global Inc. For: Dec 31

May 2, 2022 9:05 AM EDT

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

Graphic

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

电子邮件

E-mail:

[email protected]

北京嘉里中心北楼27

Tel.:

86-10-5769-5600

邮政编码:100020

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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