NOTICE OF PENDENCY OF CLASS ACTION: Please be advised that your rights may be affected by the above-captioned securities class action (the “Action”) pending in the United States District Court for the Southern District of New York (the “Court”), if you purchased DiDi Global Inc. (“DiDi”) American Depositary Shares (“ADSs”) during the period June 30, 2021, through July 21, 2021, inclusive (the “Class Period”).1
NOTICE OF SETTLEMENT: Please also be advised that the Court-appointed Class Representatives Alaka Holdings, Ltd., Shereen El-Nahas, Bosco Wang, Daniil Alimov, and Njal Larson (collectively “Plaintiffs”), on behalf of themselves and the Class (as defined in ¶29 of the Notice), have reached a proposed settlement of the Action for $740,000,000 that, if approved, will resolve all claims in the Action (the “Settlement”).

PLEASE READ THE NOTICE CAREFULLY. The Notice explains important rights you may have, including the possible receipt of proceeds from the Settlement. If you are a member of the Class, your legal rights will be affected if you do not act.

If you have any questions about the Notice, the proposed Settlement, or your eligibility to participate in the Settlement, please DO NOT contact DiDi, any other Defendants in the Action, or their counsel. All questions should be directed to Lead Counsel or the Claims Administrator (see ¶ 71 of the Notice).
  1. Description of the Action and the Class:  The Notice relates to a proposed Settlement of claims in a pending securities class action brought by investors alleging, among other things, that defendants DiDi; Will Wei Cheng, Jean Qing Liu, Stephen Jinghsi Zhu, Alan Yue Zhuo, Zhiyi Chen, Martin Chi Ping Lau, Daniel Yong Zhang, Kentaro Matsui, and Adrian Perica (collectively, the “Individual Defendants”); and Goldman Sachs (Asia) LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC, Barclays Capital Inc., BofA Securities, Inc., China Renaissance Securities (US) Inc., Citigroup Global Markets Inc., HSBC Securities (USA) Inc., and UBS Securities LLC (collectively, the “Underwriter Defendants”) (DiDi, the Individual Defendants, and the Underwriter Defendants are collectively referred to herein as “Defendants”) violated the federal securities laws by making false and misleading statements and omissions in the Registration Statement and engaged in deceptive conduct in connection with DiDi’s June 30, 2021 Initial Public Offering (“IPO”).  A more detailed description of the Action is set forth in paragraphs 11-28 of the Notice.  The proposed Settlement, if approved by the Court, will settle claims of the Class, as defined in paragraph 29 of the Notice.     
  2. Statement of the Class’s Recovery:  Subject to Court approval, Plaintiffs, on behalf of themselves and the Class, have agreed to settle the Action in exchange for a settlement payment of $740,000,000 (the “Settlement Amount”) to be deposited into an escrow account.  The Net Settlement Fund (i.e., the Settlement Amount plus any and all interest earned thereon (the “Settlement Fund”) less (a) any Taxes, (b) any Notice and Administration Costs, (c) any Litigation Expenses awarded by the Court, and (d) any attorneys’ fees awarded by the Court) will be distributed in accordance with a plan of allocation that is approved by the Court, which will determine how the Net Settlement Fund shall be allocated among members of the Class.  The proposed plan of allocation (the “Plan of Allocation”) is set forth on pages 13-18 of the Notice.
  3. Estimate of Average Amount of Recovery Per Share:  Plaintiffs’ damages expert estimates that approximately 401.2 million DiDi ADSs purchased by Class Members during the Class Period may have been affected by the alleged conduct at issue in the Action.  If all eligible Class Members elect to participate in the Settlement, the estimated average recovery would be approximately $1.84 per affected ADS (before the deduction of any Court-approved fees, expenses and costs as described herein).  Class Members should note, however, that the foregoing is only an estimate.  Some Class Members may recover more or less than these estimated amounts depending on, among other factors, when and at what prices they purchased or sold their DiDi ADSs, and the total number of valid Proof of Claim and Release Forms (“Claim Forms”) submitted.  Distributions to Class Members will be made based on the Plan of Allocation set forth herein (see pages 13-18 of the Notice) or such other plan of allocation as may be ordered by the Court.
  4. Average Amount of Damages Per Share:  The Parties do not agree on the average amount of damages per share that would be recoverable if Plaintiffs were to prevail in the Action.  Plaintiffs’ damages expert has estimated that $4.56 per share is the maximum average amount of damages per share that Plaintiffs could recover using the “out-of-pocket” measure of damages, which is generally the proper measure of damages for Section 10(b) claims. Plaintiffs’ damages expert has estimated that maximum recoverable aggregate damages suffered by all Class Members under the “out-of-pocket” measure of damages is $1,829,000,000.2 These are estimated maximum recovery amounts and there is no guarantee that Plaintiffs would be successful in obtaining the foregoing damage amounts or any other amounts at trial.  Defendants do not agree with Plaintiffs’ allegations that they violated the federal securities laws in any respect or that any damages were suffered by any members of the Class as a result of their alleged conduct.  Defendants have asserted that the share price declines on July 22 and July 23, 2021, are not recoverable because they did not reveal any new corrective information about the alleged securities violations.  There is a substantial possibility that Defendants could prevail on one or more defenses that would substantially reduce any damages or result in no damages awarded at trial.
  5. Attorneys’ Fees and Expenses Sought:  Plaintiffs’ Counsel, which have been prosecuting the Action on a wholly contingent basis since its inception in 2021, have not received any payment of attorneys’ fees for their representation of the Class and have advanced the funds to pay expenses necessarily incurred to prosecute this Action.  Plaintiffs’ Counsel will apply to the Court for an award of attorneys’ fees in an amount not to exceed twenty-five percent (25%) of the Settlement Amount (plus accrued interest).  In addition, Plaintiffs’ Counsel will apply for reimbursement of Litigation Expenses paid or incurred in connection with the institution, prosecution and resolution of the claims against the Defendants, in an amount not to exceed $5,250,000, which may include an application for reimbursement of the reasonable costs and expenses incurred by Plaintiffs directly related to their representation of the Class.  Any fees and expenses awarded by the Court will be paid from the Settlement Fund.  Class Members are not personally liable for any such fees or expenses.  If the maximum amounts are requested and the Court approves Plaintiffs’ Counsel’s fee and expense application, the estimated average amount of fees and expenses, assuming claims are filed for all affected ADSs will be approximately $0.47 per affected DiDi ADS.
  6. Identification of Class Counsel:  Plaintiffs and the Class are represented by Laurence Rosen, Esq. of The Rosen Law Firm, P.A., 275 Madison Avenue, 40th Floor, New York, NY 10016, (212) 686-1060, DiDiSettlement@rosenlegal.com.
  7. Reasons for the Settlement:  Plaintiffs’ principal reason for entering into the Settlement is the substantial immediate cash benefit for the Class without the risk or the delays inherent in further litigation.  Moreover, the substantial cash benefit provided under the Settlement must be considered against the significant risk that a smaller recovery – or indeed no recovery at all – might be achieved after contested motions, a trial of the Action, and the likely appeals that would follow a trial.  This process could be expected to last several years.  Defendants, who deny all allegations of wrongdoing or liability whatsoever, are entering into the Settlement solely to eliminate the uncertainty, burden, and expense of further protracted litigation.