Ding Rui details dual-class holdings in XCH Ltd (XCH)

Rhea-AI Filing Summary

XCH Ltd director Ding Rui has filed an initial statement of ownership. The filing shows direct holdings of 444,837,415 Class B Ordinary Shares and 187,541,724 Class A Ordinary Shares. Each Class B share is convertible into one Class A share at any time at the holder’s option and automatically converts to Class A on transfers to non-affiliates, while Class A shares cannot convert into Class B.

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

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1. Name and Address of Reporting Person^*

Ding Rui

(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
	Officer (give title below)		Other (specify below)

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	187,541,724	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	444,837,415	(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 Rui Ding	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)

FAQ

What did XCH (XCH Ltd) director Ding Rui report in this Form 3?

Director Ding Rui reported existing ownership stakes in XCH Ltd, not new trades. The filing lists 444,837,415 Class B Ordinary Shares and 187,541,724 Class A Ordinary Shares held directly, establishing his starting ownership position as an insider.

How many Class B Ordinary Shares of XCH does Ding Rui hold?

Ding Rui holds 444,837,415 Class B Ordinary Shares of XCH Ltd directly. Each Class B share can convert into one Class A Ordinary Share at any time at his option, with no expiration date on that conversion right.

How many Class A Ordinary Shares of XCH does Ding Rui own?

The Form 3 shows Ding Rui directly owning 187,541,724 Class A Ordinary Shares of XCH Ltd. These Class A shares represent standard voting equity and, unlike Class B shares, cannot be converted into Class B under any circumstances described in the filing.

What is the conversion feature of XCH’s Class B Ordinary Shares?

Each XCH Class B Ordinary Share converts into one Class A Ordinary Share at the holder’s option with no expiration date. Additionally, Class B shares automatically convert into Class A upon transfers to non-affiliates or certain changes in beneficial ownership, while Class A never converts into Class B.

Does this XCH Form 3 show Ding Rui buying or selling shares?

The Form 3 does not report any new purchases or sales by Ding Rui. Instead, it records his existing direct holdings in both Class A and Class B Ordinary Shares, serving as an initial disclosure of his insider ownership position.