| (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. 2 (this "Amendment No. 2") 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"), as amended by amendment No. 1 to the Schedule 13D filed on November 24, 2025 by 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 No. 2 and not otherwise defined herein have the meanings ascribed to such terms in the Schedule 13D. |
| | Item 4 of the Schedule 13D is hereby supplemented by adding the following:
On November 28, 2025, the Issuer filed Amendment No. 1 to its Rule 13e-3 transaction statement on Schedule 13E-3 with the SEC, which included a copy of the definitive proxy statement (the "Definitive Proxy Statement") regarding the holding of an extraordinary general meeting of the Issuer's shareholders on December 31, 2025 to consider and vote upon, among other things, a proposal to authorize and approve the Merger Agreement and the transactions contemplated thereby. The Definitive Proxy Statement also set out the procedures for the Issuer's shareholders to validly exercise their dissenters' rights. In response, certain funds managed by the Reporting Persons (the "Funds") validly exercised their rights to dissent from the merger contemplated by the Merger Agreement (the "Merger") and to seek appraisal and payment of the fair value of their Class A Ordinary Shares pursuant to the Definitive Proxy Statement and Section 238 of the Cayman Islands Companies Act (As Revised).
On December 31, 2025, the Issuer issued a press release announcing its shareholders' approval of the Merger Agreement.
On April 29, 2026, the Issuer filed Amendment No. 2 to its Rule 13e-3 transaction statement on Schedule 13E-3 with the SEC, disclosing that the Merger was completed on April 29, 2026 (the "Effective Date") and that all Class A Ordinary Shares held by dissenting shareholders, which included the Funds, were deemed cancelled as of the Effective Date.
On April 30, 2026, the Nasdaq Capital Market filed a Form 25 with the SEC notifying the SEC of the delisting of the ADSs from the Nasdaq Capital Market and the deregistration of the Issuer's registered securities.
On May 11, 2026, the Funds entered into a settlement agreement (the "Settlement Agreement") with Mobile Charging Group Holdings Limited ("Parent"), the indirect 100% owner of the Issuer following consummation of the Merger, pursuant to which, among other things, Parent agreed to pay or cause to pay agreed settlement amounts to the Funds as full and final settlement among the parties and their respective affiliates and related entities of all or any claims they had or may have had arising out of or in connection with, among other things, the Merger, the Merger Agreement, the Merger consideration, the ownership of shares of the Issuer, and the Funds' dissenters' rights and related demands. The Settlement Agreement also contains customary mutual release, non-disparagement, and confidentiality provisions.
On May 12, 2026, the Funds received payment of the agreed settlement amounts contemplated by the Settlement Agreement in full. |
