Chagee Holdings Limited Schedule 13G discloses that affiliated funds and entities controlled by Boyu Hu beneficially own 34,265,303 Class A ordinary shares, equal to 28.44% of outstanding Class A and 18.45% of total ordinary shares (based on 120,478,383 Class A and 65,274,107 Class B outstanding). Major direct holders include XVC Fund II with 22,145,614 Class A and XVC SSF II with 1,091,405 Class A. Because Class B shares carry 10 votes each, the disclosed Class A holdings represent only 4.43% of aggregate voting power. The filing clarifies ownership chains, shared voting and dispositive power among the named entities without asserting changes to control.
Positive
Clear, itemized disclosure of shareholdings by each reporting entity and the ultimate beneficial owner
Quantified ownership with exact share counts and percentages for Class A and total ordinary shares
Explanation of voting power impact showing how dual-class structure reduces aggregate voting influence
Negative
Concentrated economic ownership across multiple affiliated entities ultimately linked to a single individual, Boyu Hu
Limited aggregate voting power (4.43%) despite large Class A stake due to super-voting Class B shares
Insights
TL;DR: Significant economic ownership of Class A shares but limited aggregate voting power due to dual-class structure.
The filing shows concentrated Class A ownership among affiliated funds and entities controlled by Boyu Hu, totaling 34,265,303 Class A shares (28.44% of Class A). Material line items include XVC Fund II's 22,145,614 Class A shares and XVC Management's aggregate control of 23,237,019 Class A shares. The registrant's capital structure (65,274,107 Class B shares with 10 votes each) reduces the disclosed holders' aggregate voting power to 4.43%, limiting direct governance influence despite economic exposure. This is a routine but material disclosure for shareholder composition analysis.
TL;DR: Ownership is concentrated across affiliated entities under one individual, raising governance concentration considerations.
The Schedule 13G documents clear attribution of Class A shareholdings to multiple affiliated entities ultimately linked to Boyu Hu, including XVC Fund II, XVC SSF II, Qanttea LP, Ningbo Ecksi Solution Investment and Putian Aikesi. The filing itemizes shared voting and dispositive power rather than sole control, and quantifies holdings both as percentages of Class A and as a much smaller percentage of aggregate voting power because of the dual-class share structure. For governance review, the filing provides necessary transparency on control chains and potential concentration of economic interest.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Chagee Holdings Limited
(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
XVC Fund II LP
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
22,145,614.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
22,145,614.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
22,145,614.00
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)
18.38 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Comments to items 6&8&9: Such 22,145,614 Class A ordinary shares are held by XVC Fund II LP ("XVC Fund II") directly. XVC Fund II is ultimately controlled by XVC Management Ltd. (formerly known as X Capital Management Ltd., "XVC Management"), and as such, XVC Management may exercise voting and dispositive power over the shares held by XVC Fund II. Boyu Hu is the director of XVC Management and is deemed to beneficially own the ordinary shares ultimately controlled by XVC Management.
Comments to item 11: Calculation is based on 185,752,490 ordinary shares outstanding, consisting of 120,478,383 Class A ordinary shares and 65,274,107 Class B ordinary shares, as reported in the Rule 424B4 Prospectus (File No. 333-286081) filed on April 18, 2025, by the Issuer with the Securities and Exchange Commission (the "Issuer's Prospectus"). Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Accordingly, and based on the foregoing, the Class A ordinary shares beneficially owned by XVC Fund II represent approximately 2.86% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.
SCHEDULE 13G
CUSIP No.
15743P104
1
Names of Reporting Persons
XVC SSF II LP
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,091,405.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,091,405.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,091,405.00
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)
0.91 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Comments to items 6&8&9: Such 1,091,405 Class A ordinary shares are held by XVC SSF II LP ("XVC SSF II") directly. XVC SSF II is ultimately controlled by XVC Management, and as such, XVC Management may exercise voting and dispositive power over the shares held by XVC SSF II. Boyu Hu is the director of XVC Management and is deemed to beneficially own the ordinary shares ultimately controlled by XVC Management.
Comments to item 11: Calculation is based on 185,752,490 ordinary shares outstanding, consisting of 120,478,383 Class A ordinary shares and 65,274,107 Class B ordinary shares, as reported in the Issuer's Prospectus. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Accordingly, and based on the foregoing, the Class A ordinary shares beneficially owned by XVC SSF II represent approximately 0.14% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.
SCHEDULE 13G
CUSIP No.
15743P104
1
Names of Reporting Persons
XVC Management 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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
23,237,019.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
23,237,019.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
23,237,019.00
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)
19.29 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: Comments to items 6&8&9: Consists of (i) 22,145,614 Class A ordinary shares directly held by XVC Fund II and (ii) 1,091,405 Class A ordinary shares directly held by XVC SSF II. Both XVC Fund II and XVC SSF II are ultimately controlled by XVC Management, and as such, XVC Management may exercise voting and dispositive power over the shares held by XVC Fund II and XVC SSF II. Boyu Hu is the director of XVC Management and is deemed to beneficially own the ordinary shares ultimately controlled by XVC Management.
Comments to item 11: Calculation is based on 185,752,490 ordinary shares outstanding, consisting of 120,478,383 Class A ordinary shares and 65,274,107 Class B ordinary shares, as reported in the Issuer's Prospectus. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Accordingly, and based on the foregoing, the Class A ordinary shares beneficially owned by XVC Management represent approximately 3.01% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.
SCHEDULE 13G
CUSIP No.
15743P104
1
Names of Reporting Persons
Qanttea LP
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
0.00
6
Shared Voting Power
4,939,291.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,939,291.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,939,291.00
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)
4.10 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Comments to items 6&8&9: Such 4,939,291 Class A ordinary shares are held by Qanttea LP directly, which is ultimately controlled by Youth Power Limited, and as such, Youth Power Limited may exercise voting and dispositive power over the shares held by Qanttea LP. Boyu Hu is the director of Youth Power Limited and is deemed to beneficially own the ordinary shares ultimately controlled by Youth Power Limited.
Comments to item 11: Calculation is based on 185,752,490 ordinary shares outstanding, consisting of 120,478,383 Class A ordinary shares and 65,274,107 Class B ordinary shares, as reported in the Issuer's Prospectus. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Accordingly, and based on the foregoing, the Class A ordinary shares beneficially owned by Qanttea LP represent approximately 0.64% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.
SCHEDULE 13G
CUSIP No.
15743P104
1
Names of Reporting Persons
Youth Power Limited
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
0.00
6
Shared Voting Power
4,939,291.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,939,291.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,939,291.00
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)
4.10 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: Comments to items 6&8&9: Consists of 4,939,291 Class A ordinary shares directly held by Qanttea LP, which is ultimately controlled by Youth Power Limited, and as such, Youth Power Limited may exercise voting and dispositive power over the shares held by Qanttea LP. Boyu Hu is the director of Youth Power Limited and is deemed to beneficially own the ordinary shares ultimately controlled by Youth Power Limited.
Comments to item 11: Calculation is based on 185,752,490 ordinary shares outstanding, consisting of 120,478,383 Class A ordinary shares and 65,274,107 Class B ordinary shares, as reported in the Issuer's Prospectus. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Accordingly, and based on the foregoing, the Class A ordinary shares beneficially owned by Youth Power Limited represent approximately 0.64% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.
SCHEDULE 13G
CUSIP No.
15743P104
1
Names of Reporting Persons
Ningbo Meishan Bonded Port Area Ecksi Solution Investment Partnership (Limited Partnership)
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
0.00
6
Shared Voting Power
4,644,404.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,644,404.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,644,404.00
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)
3.85 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Comments to items 6&8&9: Such 4,644,404 Class A ordinary shares are held by Ningbo Meishan Bonded Port Area Ecksi Solution Investment Partnership (Limited Partnership) ("Ningbo Ecksi Solution Investment") directly, which is ultimately controlled by Boyu Hu.
Comments to item 11: Calculation is based on 185,752,490 ordinary shares outstanding, consisting of 120,478,383 Class A ordinary shares and 65,274,107 Class B ordinary shares, as reported in the Issuer's Prospectus. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Accordingly, and based on the foregoing, the Class A ordinary shares beneficially owned by Ningbo Ecksi Solution Investment represent approximately 0.60% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.
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
0.00
6
Shared Voting Power
1,444,589.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,444,589.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,444,589.00
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)
1.20 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Comments to items 6&8&9: Such 1,444,589Class A ordinary shares are held by Putian Aikesi Coordinate Investment Partnership (Limited Partnership) ("Putian Aikesi Coordinate Investment"), which is ultimately controlled by Boyu Hu.
Comments to item 11: Calculation is based on 185,752,490 ordinary shares outstanding, consisting of 120,478,383 Class A ordinary shares and 65,274,107 Class B ordinary shares, as reported in the Issuer's Prospectus. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Accordingly, and based on the foregoing, the Class A ordinary shares beneficially owned by Putian Aikesi Coordinate Investment represent approximately 0.19% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.
SCHEDULE 13G
CUSIP No.
15743P104
1
Names of Reporting Persons
Boyu Hu
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
0.00
6
Shared Voting Power
34,265,303.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
34,265,303.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
34,265,303.00
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)
28.44 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Comments to items 6&8&9: Consists of (i) 22,145,614 Class A ordinary shares directly held by XVC Fund II, (ii) 1,091,405 Class A ordinary shares directly held by XVC SSF II, (iii) 4,939,291 Class A ordinary shares directly held by Qanttea LP, (iv) 4,644,404 Class A ordinary shares directly held by Ningbo Ecksi Solution Investment, and (v) 1,444,589 Class A ordinary shares directly held by Putian Aikesi Coordinate Investment.
Comments to item 11: Calculation is based on 185,752,490 ordinary shares outstanding, consisting of 120,478,383 Class A ordinary shares and 65,274,107 Class B ordinary shares, as reported in the Issuer's Prospectus. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to ten votes and is convertible into one Class A ordinary share at any time by the holder thereof. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Accordingly, and based on the foregoing, the Class A ordinary shares beneficially owned by Boyu Hu represent approximately 4.43% of the aggregate voting power of the total issued and outstanding ordinary shares of the Issuer.
(i) XVC Fund II LP ("XVC Fund II")
(ii) XVC SSF II LP ("XVC SSF II")
(iii) XVC Management Ltd. ("XVC Management")
(iv) Qanttea LP
(v) Youth Power Limited
(vi) Ningbo Meishan Bonded Port Area Ecksi Solution Investment Partnership (Limited Partnership) ("Ningbo Ecksi Solution Investment")
(vii) Putian Aikesi Coordinate Investment Partnership (Limited Partnership) ("Putian Aikesi Coordinate Investment")
(viii) Boyu Hu
(b)
Address or principal business office or, if none, residence:
(i) XVC Fund II: 4th Floor, Harbour Pl, 103 S Church St, PO BOX 10240, Grand Cayman KY1-1002, Cayman Islands
(ii) XVC SSF II: Ogier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY1-9009, Cayman Islands
(iii) XVC Management: 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands
(iv) Qanttea LP: C/O Harneys Corporate Services Limited Craigmuir Chambers, P.O. Box 71, Road Town, Tortola VG-1110, British Virgin Islands
(v) Youth Power Limited: Craigmuir Chambers, Road Town, Tortola, VG 1110 British Virgin Islands
(vi) Ningbo Ecksi Solution Investment: Unit B0405, Area A, Room 401, Building 1, No. 88 Qixing Road, Meishan, Beilun District, Ningbo City, Zhejiang Province, China
(vii) Putian Aikesi Coordinate Investment: Room 501, Building 2, No. 917 Liyuan Middle Road, Gongchen Sub-district, Licheng District, Putian City, Fujian Province, China
(viii) Boyu Hu: 6 BATTERY ROAD, #17-06SIX BATTERY ROAD, SINGAPORE(049909)
(c)
Citizenship:
(i) XVC Fund II: Cayman Islands
(ii) XVC SSF II: Cayman Islands
(iii) XVC Management: Cayman Islands
(iv) Qanttea LP: British Virgin Islands
(v) Youth Power Limited: British Virgin Islands
(vi) Ningbo Ecksi Solution Investment: China
(vii) Putian Aikesi Coordinate Investment: China
(viii) Boyu Hu: China
(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:
XVC Fund II directly holds 22,145,614 Class A ordinary shares.
XVC SSF II directly holds 1,091,405 Class A ordinary shares.
Qanttea LP directly holds 4,939,291 Class A ordinary shares.
Ningbo Ecksi Solution Investment directly holds 4,644,404 Class A ordinary shares.
Putian Aikesi Coordinate Investment directly holds 1,444,589 Class A ordinary shares.
XVC Management is the ultimate controller of both XVC Fund II and XVC SSF II and, as such, may exercise voting and dispositive power over an aggregate of 23,237,019 Class A ordinary shares held by XVC Fund II and XVC SSF II.
Youth Power Limited may exercise voting and dispositive power over the 4,939,291 Class A ordinary shares held by Qanttea LP.
Boyu Hu is the director of both XVC Management and Youth Power Limited and is deemed to beneficially own the ordinary shares ultimately controlled by these entities. Boyu Hu also ultimately controls Ningbo Ecksi Solution Investment and Putian Aikesi Coordinate Investment and, as such, may exercise voting and dispositive power over an additional 6,088,993 Class A ordinary shares held by these entities. In total, Boyu Hu may exercise voting and dispositive power over 34,265,303 Class A ordinary shares directly held by XVC Fund II, XVC SSF II, Qanttea LP, Ningbo Ecksi Solution Investment, and Putian Aikesi Coordinate Investment.
(b)
Percent of class:
XVC Fund II beneficially owns 18.38% of the outstanding Class A ordinary shares, 11.92% of the total outstanding ordinary shares, and 2.86% of the aggregate voting power.
XVC SSF II beneficially owns 0.91% of the outstanding Class A ordinary shares, 0.59% of the total outstanding ordinary shares, and 0.14% of the aggregate voting power.
Qanttea LP beneficially owns 4.10% of the outstanding Class A ordinary shares, 2.66% of the total outstanding ordinary shares, and 0.64% of the aggregate voting power.
Ningbo Ecksi Solution Investment beneficially owns 3.85% of the outstanding Class A ordinary shares, 2.50%of the total outstanding ordinary shares, and 0.60% of the aggregate voting power.
Putian Aikesi Coordinate Investment beneficially owns 1.20% of the outstanding Class A ordinary shares, 0.78% of the total outstanding ordinary shares, and 0.19%of the aggregate voting power.
XVC Management is the ultimate controller of both XVC Fund II and XVC SSF II and, as such, in the aggregate beneficially owns 19.29% of the outstanding Class A ordinary shares, 12.51% of the total outstanding ordinary shares, and 3.01% of the aggregate voting power.
Youth Power Limited is the ultimate controller of Qanttea LP and, as such, beneficially owns 4.10% of the outstanding Class A ordinary shares, 2.66% of the total outstanding ordinary shares, and 0.64% of the aggregate voting power.
Boyu Hu is the director of both XVC Management and Youth Power Limited and is deemed to beneficially own the ordinary shares ultimately controlled by these entities. Boyu Hu also ultimately controls Ningbo Ecksi Solution Investment and Putian Aikesi Coordinate Investment and, as such, in total beneficially owns 28.44% of the outstanding Class A ordinary shares, 18.45% of the total outstanding ordinary shares, and 4.43% of the aggregate voting power.
The above-mentioned percents of class are calculated based on 120,478,383 outstanding Class A ordinary shares and 65,274,107outstanding Class B ordinary shares as reported in the Issuer's Prospectus
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
XVC Fund II holds no Class A ordinary shares with sole voting power or the ability to direct the vote.
XVC SSF II holds no Class A ordinary shares with sole voting power or the ability to direct the vote.
Qanttea LP holds no Class A ordinary shares with sole voting power or the ability to direct the vote.
Ningbo Ecksi Solution Investment holds no Class A ordinary shares with sole voting power or the ability to direct the vote.
Putian Aikesi Coordinate Investment holds no Class A ordinary shares with sole voting power or the ability to direct the vote.
XVC Management holds no Class A ordinary shares with sole voting power or the ability to direct the vote.
Youth Power Limited holds no Class A ordinary shares with sole voting power or the ability to direct the vote.
Boyu Hu holds no Class A ordinary shares with sole voting power or the ability to direct the vote.
(ii) Shared power to vote or to direct the vote:
XVC Fund II holds 22,145,614 Class A ordinary shares with shared voting power or the ability to direct the vote.
XVC SSF II holds 1,091,405 Class A ordinary shares with shared voting power or the ability to direct the vote.
Qanttea LP holds 4,939,291 Class A ordinary shares with shared voting power or the ability to direct the vote.
Ningbo Ecksi Solution Investment holds 4,644,404 Class A ordinary shares with shared voting power or the ability to direct the vote.
Putian Aikesi Coordinate Investment holds 1,444,589 Class A ordinary shares with shared voting power or the ability to direct the vote.
XVC Management holds 23,237,019 Class A ordinary shares with shared voting power or the ability to direct the vote.
Youth Power Limited holds 4,939,291 Class A ordinary shares with shared voting power or the ability to direct the vote.
Boyu Hu holds 34,265,303 Class A ordinary shares with shared voting power or the ability to direct the vote.
(iii) Sole power to dispose or to direct the disposition of:
XVC Fund II holds no Class A ordinary shares with sole power to dispose of or direct the disposition of.
XVC SSF II holds no Class A ordinary shares with sole power to dispose of or direct the disposition of.
Qanttea LP holds no Class A ordinary shares with sole power to dispose of or direct the disposition of.
Ningbo Ecksi Solution Investment holds no Class A ordinary shares with sole power to dispose of or direct the disposition of.
Putian Aikesi Coordinate Investment holds no Class A ordinary shares with sole power to dispose of or direct the disposition of.
XVC Management holds no Class A ordinary shares with sole power to dispose of or direct the disposition of.
Youth Power Limited holds no Class A ordinary shares with sole power to dispose of or direct the disposition of.
Boyu Hu holds no Class A ordinary shares with sole power to dispose of or direct the disposition of.
(iv) Shared power to dispose or to direct the disposition of:
XVC Fund II holds 22,145,614 Class A ordinary shares with shared power to dispose of or direct the disposition of.
XVC SSF II holds 1,091,405 Class A ordinary shares with shared power to dispose of or direct the disposition of.
Qanttea LP holds 4,939,291 Class A ordinary shares with shared power to dispose of or direct the disposition of.
Ningbo Ecksi Solution Investment holds 4,644,404 Class A ordinary shares with shared power to dispose of or direct the disposition of.
Putian Aikesi Coordinate Investment holds 1,444,589 Class A ordinary shares with shared power to dispose of or direct the disposition of.
XVC Management holds 23,237,019 Class A ordinary shares with shared power to dispose of or direct the disposition of.
Youth Power Limited holds 4,939,291 Class A ordinary shares with shared power to dispose of or direct the disposition of.
Boyu Hu holds 34,265,303 Class A ordinary shares with shared power to dispose of or direct the disposition of.
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.
XVC Fund II LP
Signature:
/s/ Boyu Hu
Name/Title:
Boyu Hu /Authorized Signatory
Date:
08/13/2025
XVC SSF II LP
Signature:
/s/ Boyu Hu
Name/Title:
Boyu Hu /Authorized Signatory
Date:
08/13/2025
XVC Management Ltd.
Signature:
/s/ Boyu Hu
Name/Title:
Boyu Hu /Authorized Signatory
Date:
08/13/2025
Qanttea LP
Signature:
/s/ Boyu Hu
Name/Title:
Boyu Hu /Authorized Signatory
Date:
08/13/2025
Youth Power Limited
Signature:
/s/ Boyu Hu
Name/Title:
Boyu Hu /Authorized Signatory
Date:
08/13/2025
Ningbo Meishan Bonded Port Area Ecksi Solution Investment Partnership (Limited Partnership)
The filing was made by affiliated entities including XVC Fund II LP, XVC SSF II LP, XVC Management Ltd., Qanttea LP, Youth Power Limited, Ningbo Ecksi Solution Investment, Putian Aikesi Coordinate Investment, and individual Boyu Hu.
How many Class A shares does Boyu Hu beneficially own in Chagee (CHA)?
Aggregated across affiliated entities, 34,265,303 Class A ordinary shares, equal to 28.44% of Class A and 18.45% of total ordinary shares as reported in the filing.
What are the largest single holdings disclosed in the filing?
XVC Fund II directly holds 22,145,614 Class A shares; XVC Management is shown as controlling 23,237,019 Class A shares in the aggregate.
What total share counts did the filing use for its percentage calculations?
Percentages are calculated using 185,752,490 total ordinary shares outstanding, consisting of 120,478,383 Class A and 65,274,107 Class B ordinary shares.
Why do large Class A holdings translate into low aggregate voting power?
Because Class B shares carry 10 votes each while Class A carries 1 vote, so Class A holdings represent a smaller portion of aggregate voting power despite their economic size.
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