Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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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) |
12/31/2025 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| 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)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
98,126,701.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
51.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Row 5: The 98,126,701 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) 257,366 Class A ordinary shares underlying the options held by Mr. Junjie Zhang that are exercisable within 60 days after December 31, 2025, (iii) 29,950,224 Class A ordinary shares and 2,645,004 ADSs beneficially owned by certain minority shareholders of the Issuer and some of directors and executive officers of the Issuer based on information provided to the Reporting Person by such individuals and entities. Mr. Junjie Zhang exercises voting power over these 29,950,224 Class A ordinary shares and 2,645,004 ADSs 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 and ADSs. Mr. Junjie Zhang disclaims economic interests associated with these Class A ordinary shares and ADSs. Note to Rows 7 and 9: The 65,531,473 shares beneficially owned with sole dispositive power include (i) 65,274,107 Class B ordinary shares held by Partea Ltd. and (ii) 257,366 Class A ordinary shares underlying the options held by Mr. Junjie Zhang that are exercisable within 60 days after December 31, 2025. Note to Row 11: Based on the quotient obtained by dividing (a) 98,126,701, 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) 125,489,219 Class A ordinary shares and (ii) 65,274,107 Class B ordinary shares issued and outstanding as of December 31, 2025 as provided by the Issuer and (iii) 257,366 Class A ordinary shares underlying the options held by Mr. Junjie Zhang that are exercisable within 60 days after December 31, 2025.
SCHEDULE 13G
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| 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)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
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| 11 | Percent of class represented by amount in row (9)
34.2 % | ||||||||
| 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) 125,489,219 Class A ordinary shares and (ii) 65,274,107 Class B ordinary shares issued and outstanding as of December 31, 2025 as provided by the Issuer.
SCHEDULE 13G
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| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
This Amendment No. 1 is being filed solely to reflect changes in percentage ownership resulting from (i) dilution arising from the Issuer's issuance of additional Class A ordinary shares upon the vesting or exercise of share-based awards under the Issuer's employee benefit plan, and (ii) changes in the number of Class A ordinary shares deemed beneficially owned pursuant to the irrevocable proxy and power of attorney arrangements under which Mr. Junjie Zhang is deemed to beneficially own such securities. This Amendment No. 1 is not filed in connection with any disposition of Class A ordinary shares by the Reporting Persons. 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. %
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| (c) | Number of shares as to which the person has:
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| (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
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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Exhibit Information
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Exhibit A. Joint Filing Agreement (incorporated by reference to Exhibit A to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on August 14, 2025). |