Hillhouse funds exit Smart Share Global stake

HHLR Advisors, Ltd. and Hillhouse Investment Management, Ltd. filed Amendment No. 2 to Schedule 13D to report they no longer beneficially own any Class A ordinary shares of Smart Share Global Limited.

Rhea-AI Filing Summary

HHLR Advisors, Ltd. and Hillhouse Investment Management, Ltd. filed Amendment No. 2 to Schedule 13D to report they no longer beneficially own any Class A ordinary shares of Smart Share Global Limited. Their aggregate beneficial ownership and voting and dispositive power are now reported as zero shares, or 0% of the class.

This change follows Smart Share Global’s going‑private transaction. After shareholders approved a merger agreement, certain funds managed by the reporting persons dissented and sought appraisal under Section 238 of the Cayman Islands Companies Act (As Revised). Following completion of the merger and cancellation of dissenting shareholders’ shares, Nasdaq delisted the American depositary shares. The funds then entered into a settlement agreement with the post‑merger parent company, and received full payment of agreed settlement amounts. This amendment is characterized as the final, exit filing for the reporting persons.

Key Figures

Beneficial ownership: 0.00 shares Ownership percentage: 0% Shareholder meeting date: December 31, 2025 +4 more

7 metrics

Beneficial ownership 0.00 shares Aggregate amount beneficially owned by each reporting person

Ownership percentage 0% Percent of class represented by amount in Row 11

Shareholder meeting date December 31, 2025 Extraordinary general meeting to approve merger agreement

Merger effective date April 29, 2026 Date merger was completed and dissenting shares cancelled

Form 25 filing date April 30, 2026 Nasdaq Capital Market Form 25 for ADS delisting and deregistration

Settlement payment date May 12, 2026 Date funds received full payment of agreed settlement amounts

Event date for statement May 13, 2026 Date of event requiring filing of Amendment No. 2

Key Terms

Rule 13e-3 transaction statement, Schedule 13E-3, dissenters' rights, Section 238 of the Cayman Islands Companies Act (As Revised), +2 more

6 terms

Rule 13e-3 transaction statement regulatory

"the Issuer filed Amendment No. 1 to its Rule 13e-3 transaction statement on Schedule 13E-3 with the SEC"

Schedule 13E-3 regulatory

"the Issuer filed Amendment No. 2 to its Rule 13e-3 transaction statement on Schedule 13E-3 with the SEC"

Schedule 13E-3 is a formal SEC filing that companies or their insiders must submit when proposing a buyout that would take a public company private or is otherwise a management-led purchase. It lays out who is behind the deal, the money and terms involved, any potential conflicts of interest, and independent fairness analysis so shareholders can assess whether the offer is fair—like the rulebook and disclosure packet you’d get before agreeing to sell your home.

dissenters' rights regulatory

"The Definitive Proxy Statement also set out the procedures for the Issuer's shareholders to validly exercise their dissenters' rights."

Section 238 of the Cayman Islands Companies Act (As Revised) regulatory

"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)."

Settlement Agreement financial

"the Funds entered into a settlement agreement (the "Settlement Agreement") with Mobile Charging Group Holdings Limited"

A settlement agreement is a legally binding deal where two sides resolve a dispute—often a lawsuit—by agreeing on terms such as payments, actions, or changes in behavior instead of continuing the case to trial. For investors it matters because settlements can create immediate costs, limit future liabilities or risks, and change a company's cash flow, reputation, or ongoing obligations much like paying a negotiated bill to avoid a lengthy, uncertain fight.

beneficially own financial

"each of the Reporting Persons ceased to beneficially own any Class A Ordinary Shares."

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does Smart Share Global (EM) Amendment No. 2 to Schedule 13D report?

Amendment No. 2 reports that HHLR Advisors and Hillhouse Investment Management now beneficially own zero Class A ordinary shares of Smart Share Global. Their voting and dispositive power are also zero, and the filing is described as their final exit filing after the merger and settlement.

Why did HHLR Advisors and Hillhouse cease ownership in Smart Share Global (EM)?

They ceased ownership after Smart Share Global completed a merger in which dissenting shareholders’ Class A ordinary shares were cancelled. Funds managed by the reporting persons had dissented, then entered a settlement agreement and received full payment of agreed settlement amounts following the merger’s effective date.

What merger events affecting Smart Share Global (EM) are described in this filing?

The filing notes a Rule 13e-3 transaction on Schedule 13E-3, shareholder approval of a merger agreement on December 31, 2025, and completion of the merger on April 29, 2026. At completion, all Class A ordinary shares held by dissenting shareholders, including the funds, were deemed cancelled.

How were Smart Share Global (EM) dissenting shareholders’ rights handled?

The definitive proxy statement outlined dissenters’ rights and appraisal procedures under Section 238 of the Cayman Islands Companies Act (As Revised). Certain funds managed by the reporting persons exercised these rights, then later entered a settlement agreement covering all related claims and received settlement payments in full.

What happened to Smart Share Global (EM) ADSs on Nasdaq?

After the merger’s effective date, the Nasdaq Capital Market filed a Form 25 on April 30, 2026. That Form 25 notified the SEC of the delisting of Smart Share Global’s American depositary shares from Nasdaq and the deregistration of the issuer’s registered securities.

When did Smart Share Global (EM) shareholders vote on the merger agreement?

The definitive proxy statement called an extraordinary general meeting for December 31, 2025. On that date, Smart Share Global shareholders approved the merger agreement, which ultimately led to completion of the merger, cancellation of dissenting shareholders’ shares, and the reporting persons’ exit from ownership.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/13/2026 - 07:00 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Smart Share Global Limited

(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)

05/13/2026

(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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13D

CUSIP Number(s): 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:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

0.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

0 %

14

Type of Reporting Person (See Instructions)

IA

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 Limited
(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.	Purpose of Transaction
	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.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: As a result of the completion of the Merger and payment in full of the settlement amounts contemplated by the Settlement Agreement as described in Item 4 of this Amendment No. 2, each of the Reporting Persons ceased to beneficially own any Class A Ordinary Shares. The filing of this Amendment No. 2 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons.
(b)	See (a).
(c)	Except as set forth in this Schedule 13D, no Reporting Person has effected any transaction in Class A Ordinary Shares and ADSs in the 60 days preceding the date hereof.
(d)	None.
(e)	April 29, 2026.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby supplemented by adding the following: Item 4 of this Amendment No. 2 is incorporated herein by reference.

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.

HHLR Advisors, Ltd.

Signature:	/s/ Audrey Woon
Name/Title:	Chief Compliance Officer
Date:	05/13/2026

Hillhouse Investment Management, Ltd.

Signature:	/s/ Audrey Woon
Name/Title:	Chief Compliance Officer
Date:	05/13/2026