XCHG CEO discloses major dual-class holdings

XCHG Ltd director and CEO Hou Yifei reports substantial existing holdings in the company’s dual-class share structure.

Rhea-AI Filing Summary

XCHG Ltd director and CEO Hou Yifei reports substantial existing holdings in the company’s dual-class share structure. The filing shows direct ownership of 296,417,032 Class B Ordinary Shares and 335,962,107 Class A Ordinary Shares.

Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time at the holder’s option and has no expiration date. If Class B shares are sold or transferred to a non-affiliate, or their beneficial ownership changes to a non-affiliate, they automatically convert into an equal number of Class A shares. Class A shares cannot be converted into Class B shares.

Insights

Corporate governance analyst

Filing highlights Hou Yifei’s very large, high-vote economic stake via dual-class shares.

The Form 3 establishes that Hou Yifei, as CEO and director of XCHG Ltd, already holds hundreds of millions of Class A and Class B Ordinary Shares. This signals significant economic interest and potential influence aligned with management.

The footnote explains that each Class B Ordinary Share converts 1:1 into a Class A Ordinary Share, with no expiration. Automatic conversion on transfers to non-affiliates preserves the dual-class structure among affiliated holders. Class A shares cannot convert back into Class B.

This setup concentrates long-term control with existing insiders while defining how control can shift if Class B shares move to non-affiliates. Future company filings may further clarify total shares outstanding and overall voting dynamics.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Hou Yifei

Role Chief Executive Officer

Type	Security	Shares	Price	Value
holding	Class B Ordinary Shares	--	--	--
holding	Class A Ordinary Shares	--	--	--

Holdings After Transaction: Class B Ordinary Shares — 296,417,032 contracts (Direct); Class A Ordinary Shares — 335,962,107 shares (Direct)

Footnotes (1)

1. F1. Each Class B Ordinary Share of the Issuer, par value US$0.00001 per share (each, a "Class B Ordinary Share"), is convertible into one Class A Ordinary Share of the Issuer, par value US$0.00001 per share (each, a "Class A Ordinary Share"), at any time at the option of the holder thereof and have no expiration date. Upon any sale, transfer, assignment or disposition of Class B Ordinary Shares by the holder thereof to any person which is not an affiliate of such holder, or upon a change of beneficial ownership of any Class B Ordinary Shares as a result of which any person who is not an affiliate of the holder of such Class B Ordinary Shares becomes a beneficial owner of such Class B Ordinary Shares, such Class B Ordinary Shares shall be automatically and immediately converted into an equal number of Class A Ordinary Shares. The Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances.

FAQ

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

What does Hou Yifei’s Form 3 filing show for XCH (XCHG Ltd)?

The Form 3 shows that CEO and director Hou Yifei already holds large positions in XCHG Ltd, with 296,417,032 Class B Ordinary Shares and 335,962,107 Class A Ordinary Shares directly owned, highlighting substantial existing economic and governance influence.

How many Class A Ordinary Shares of XCH does Hou Yifei hold?

Hou Yifei directly holds 335,962,107 Class A Ordinary Shares of XCHG Ltd. This large stake represents a significant economic interest in the company’s primary listed share class and helps define the CEO’s alignment with other shareholders.

How many Class B Ordinary Shares of XCH does Hou Yifei control?

Hou Yifei directly holds 296,417,032 Class B Ordinary Shares of XCHG Ltd. These Class B shares are convertible into Class A shares on a one-for-one basis, giving the CEO a sizable position in the higher-control share class structure.

What is the conversion feature of XCHG Ltd Class B Ordinary Shares?

Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time at the holder’s option and has no expiration date. Class A shares, however, cannot be converted back into Class B shares under any circumstances, making the conversion one-way only.

When do XCH Class B shares automatically convert into Class A shares?

Class B Ordinary Shares automatically convert into an equal number of Class A Ordinary Shares if they are sold, transferred, assigned, or otherwise disposed of to any non-affiliate, or if beneficial ownership changes so a non-affiliate becomes the beneficial owner of those shares.

Does this Form 3 indicate new buying or selling activity by Hou Yifei in XCH?

No specific buy or sell transactions are reported. The Form 3 functions as an initial statement of beneficial ownership, listing Hou Yifei’s existing direct holdings in Class A and Class B Ordinary Shares rather than recording new market trades.

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

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Accepted by SEC EDGAR 03/18/2026 - 08:12 AM Learn about SEC filing dates

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Hou Yifei

(Last) (First) (Middle)

XCHARGE EUROPE GMBH

HESELSTUCKEN 18

(Street)

HAMBURG 22453

(City) (State) (Zip)

GERMANY

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
XCHG Ltd [ XCH ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Ordinary Shares	335,962,107	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares	(1)	(1)	Class A Ordinary Shares	296,417,032	(1)	D

Explanation of Responses:

1. Each Class B Ordinary Share of the Issuer, par value US$0.00001 per share (each, a "Class B Ordinary Share"), is convertible into one Class A Ordinary Share of the Issuer, par value US$0.00001 per share (each, a "Class A Ordinary Share"), at any time at the option of the holder thereof and have no expiration date. Upon any sale, transfer, assignment or disposition of Class B Ordinary Shares by the holder thereof to any person which is not an affiliate of such holder, or upon a change of beneficial ownership of any Class B Ordinary Shares as a result of which any person who is not an affiliate of the holder of such Class B Ordinary Shares becomes a beneficial owner of such Class B Ordinary Shares, such Class B Ordinary Shares shall be automatically and immediately converted into an equal number of Class A Ordinary Shares. The Class A Ordinary Shares are not convertible into Class B Ordinary Shares under any circumstances.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Ran Li, attorney-in-fact for Yifei Hou	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)