[SCHEDULE 13G] Chagee Holdings Limited American SEC Filing

Rhea-AI Filing Summary

Chagee Holdings Ltd. disclosure shows that Junjie Zhang and Partea Ltd. together control a majority of voting power in the company. Mr. Zhang is reported to beneficially own 98,872,575 shares representing 53.2% of the voting power, which reflects (i) 65,274,107 Class B shares held by Partea Ltd., (ii) 128,683 Class A shares underlying exercisable options, and (iii) 33,469,785 Class A shares over which Mr. Zhang exercises voting power via irrevocable proxies from certain minority shareholders and some directors and officers. Partea Ltd. alone holds 65,274,107 Class B shares (35.1% of the class). The filing notes Mr. Zhang disclaims economic interests in the 33,469,785 Class A shares subject to proxy arrangements.

Positive

• Majority voting control disclosed: Reporting Persons together represent 53.2% of voting power.
• Transparent breakdown: Filing itemizes Class B holdings, exercisable options (128,683), and proxied Class A shares (33,469,785).
• Partea Ltd. disclosure: Clear statement of 65,274,107 Class B shares (35.1%) held by Partea.

Negative

• Concentrated control: Single individual and affiliated entity hold decisive voting influence, which may limit minority shareholder influence.
• Economic interest disclaimers: Mr. Zhang disclaims economic interests in 33,469,785 proxied Class A shares, indicating separation of voting and economic exposure for those shares.

Insights

Financial Analyst

TL;DR Mr. Zhang and Partea control a majority of voting power, concentrating governance influence.

The filing reports combined beneficial ownership of 98,872,575 shares (53.2%), driven by Class B shares with enhanced voting rights and exercised proxies over additional Class A shares. For investors, this concentration means strategic decisions and voting outcomes will be largely controlled by the reporting persons. The disclosed composition—a block of Class B shares, exercisable options, and irrevocable proxies—clarifies how voting power is assembled without asserting economic ownership for all proxied shares.

Corporate Governance Expert

TL;DR Governance is centralized: a trust-controlled structure yields decisive voting control through Partea and Mr. Zhang.

The Schedule 13G details a multi-entity ownership chain culminating in voting control: Partea Ltd. holds 65,274,107 Class B shares with ten votes per share, and Mr. Zhang exercises voting power over an additional 33,469,785 Class A shares via irrevocable proxies. The filing also clarifies limited dispositive power for some proxied shares and a disclaimer of economic interest for those proxied Class A shares. This structure is material to shareholder governance and succession planning considerations.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Chagee Holdings Ltd.

(Name of Issuer)

Class A ordinary shares, par value US$0.0001 per share

(Title of Class of Securities)

15743P104

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 15743P104

1

Names of Reporting Persons

Junjie Zhang

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 98,872,575.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 65,402,790.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

98,872,575.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

53.2 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Note to Row 5: The 98,872,575 shares beneficially owned with sole voting power include (i) 65,274,107 Class B ordinary shares held by Partea Ltd., a company controlled by Inaction Investment Limited, which in turn is wholly owned by Inaction Holding Limited. Each Class B ordinary share is entitled to ten (10) votes. Inaction Holding Limited is controlled by Jay Seventeen Trust, a trust established under the laws of Cayman Islands and managed by Trident Trust Company (Cayman) Limited as the trustee. Mr. Junjie Zhang is the settler, protector and beneficiary of the trust, retaining the investment power and voting power with respect to the assets of the trust, (ii) 128,683 Class A ordinary shares underlying the options held by Mr. Junjie Zhang that are exercisable within 60 days after June 30, 2025, and (iii) 33,469,785 Class A ordinary shares beneficially owned by certain minority shareholders of the Issuer and some of directors and executive officers of the Issuer, namely Mr. Dengfeng Yin and Mr. Mian Lu. Mr. Junjie Zhang exercises voting power over these 33,469,785 Class A ordinary shares through irrevocable proxy and power of attorney arrangements with such shareholders. Mr. Junjie Zhang may be deemed to have beneficial ownership of these Class A ordinary shares. Mr. Junjie Zhang disclaims economic interests associated with these Class A ordinary shares. Note to Rows 7 and 9: The 65,402,790 shares beneficially owned with sole dispositive power include (i) 65,274,107 Class B ordinary shares held by Partea Ltd. and (ii) 128,683 Class A ordinary shares underlying the options held by Mr. Junjie Zhang that are exercisable within 60 days after June 30, 2025. Note to Row 11: Based on the quotient obtained by dividing (a) 98,872,575, the sum of the Class A ordinary shares and the Class B ordinary share beneficially owned by the Reporting Person as set forth in Row 9, by (b) the sum of (i) 120,478,383 Class A ordinary shares and (ii) 65,274,107 Class B ordinary shares issued and outstanding as of June 30, 2025 as provided by the Issuer and (iii) 128,683 Class A ordinary shares underlying the options held by Mr. Junjie Zhang that are exercisable within 60 days after June 30, 2025.

SCHEDULE 13G

CUSIP No. 15743P104

1

Names of Reporting Persons

Partea Ltd.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 65,274,107.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 65,274,107.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

65,274,107.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

35.1 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: Note to Rows 5, 7 and 9: Representing 65,274,107 Class B ordinary shares held by Partea Ltd., a company controlled by Inaction Investment Limited, which in turn is wholly owned by Inaction Holding Limited. Inaction Holding Limited is controlled by Jay Seventeen Trust, a trust established under the laws of Cayman Islands and managed by Trident Trust Company (Cayman) Limited as the trustee. Mr. Junjie Zhang is the settler, protector and beneficiary of the trust, retaining the investment power with respect to the assets of the trust. Note to Row 11: Based on the quotient obtained by dividing (a) 65,274,107 Class B ordinary share beneficially owned by the Reporting Person as set forth in Row 9, by (b) the sum of (i) 120,478,383 Class A ordinary shares and (ii) 65,274,107 Class B ordinary shares issued and outstanding as of June 30, 2025 as provided by the Issuer.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Chagee Holdings Ltd.
(b)	Address of issuer's principal executive offices: Tower B, Hongqiao Lianhe Building, No. 99 Kaihong Road, Changning District, Shanghai, China, 200051
Item 2.
(a)	Name of person filing: Junjie Zhang Partea Ltd. (Collectively, the "Reporting Persons")
(b)	Address or principal business office or, if none, residence: The business address of the Reporting Persons is Tower B, Hongqiao Lianhe Building, No. 99 Kaihong Road, Changning District, Shanghai, People's Republic of China, 200051.
(c)	Citizenship: Junjie Zhang: People's Republic of China Partea Ltd.: British Virgin Islands
(d)	Title of class of securities: Class A ordinary shares, par value US$0.0001 per share
(e)	CUSIP No.: 15743P104
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: The information required by Item 4(a) is set forth in Row 9 of the cover page for each Reporting Person and is incorporated herein by reference.
(b)	Percent of class: The information required by Item 4(b) is set forth in Row 11 of the cover page for each Reporting Person and is incorporated herein by reference.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information set forth in rows 5-11 (including the footnotes thereto) on the cover pages to this Statement with respect to each of the Reporting Person is hereby incorporated by reference herein.
	(ii) Shared power to vote or to direct the vote: The information set forth in rows 5-11 (including the footnotes thereto) on the cover pages to this Statement with respect to each of the Reporting Person is hereby incorporated by reference herein.
	(iii) Sole power to dispose or to direct the disposition of: The information set forth in rows 5-11 (including the footnotes thereto) on the cover pages to this Statement with respect to each of the Reporting Person is hereby incorporated by reference herein.
	(iv) Shared power to dispose or to direct the disposition of: The information set forth in rows 5-11 (including the footnotes thereto) on the cover pages to this Statement with respect to each of the Reporting Person is hereby incorporated by reference herein.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.	Certifications:
	Not Applicable

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.

Junjie Zhang

Signature:	/s/ Junjie Zhang
Name/Title:	Junjie Zhang
Date:	08/14/2025

Partea Ltd.

Signature:	/s/ Junjie Zhang
Name/Title:	Junjie Zhang / Director
Date:	08/14/2025

Exhibit Information

Exhibit A - Joint Filing Agreement

FAQ

How many shares does Junjie Zhang beneficially own according to the Schedule 13G for CHA?

The filing reports Junjie Zhang as beneficially owning 98,872,575 shares, representing 53.2% of the voting power.

What stake does Partea Ltd. hold in Chagee Holdings (CHA)?

Partea Ltd. beneficially owns 65,274,107 Class B ordinary shares, representing 35.1% of the class.

Are there any exercisable options included in the ownership totals?

Yes. The filing includes 128,683 Class A ordinary shares underlying options exercisable within 60 days that are counted in the reporting person's beneficial ownership.

Does Mr. Junjie Zhang exercise voting power over shares he does not economically own?

Yes. The filing states he exercises voting power over 33,469,785 Class A shares via irrevocable proxy and power of attorney arrangements, and he disclaims the economic interests in those shares.

How are the Class B shares described in the filing distinctive?

The filing indicates Class B ordinary shares held by Partea Ltd. have enhanced voting influence (each Class B share is entitled to ten votes), which materially contributes to the reported voting power.