SCHEDULE: Chagee Holdings: Junjie Zhang Boosts Stake to 53.2%

Junjie Zhang and Partea Ltd. report significant beneficial ownership in Chagee Holdings Ltd., with Zhang controlling over 53% of voting power.

Summary

• Junjie Zhang and Partea Ltd. have filed a Schedule 13G, disclosing their beneficial ownership in Chagee Holdings Ltd.
• Junjie Zhang beneficially owns an aggregate of 98,872,575 shares, representing 53.2% of the total outstanding shares of Chagee Holdings Ltd. as of June 30, 2025.
• This ownership includes 65,274,107 Class B ordinary shares held by Partea Ltd., 128,683 Class A ordinary shares underlying options exercisable within 60 days, and 33,469,785 Class A ordinary shares over which Mr. Zhang exercises voting power through irrevocable proxy and power of attorney arrangements with minority shareholders, directors, and executive officers.
• Partea Ltd. beneficially owns 65,274,107 Class B ordinary shares, which constitutes 35.1% of the total outstanding shares.
• Junjie Zhang is the settler, protector, and beneficiary of the Jay Seventeen Trust, which controls Partea Ltd., thereby retaining investment and voting power over the shares held by Partea Ltd.
• The total outstanding shares used for calculation include 120,478,383 Class A ordinary shares and 65,274,107 Class B ordinary shares issued and outstanding as of June 30, 2025, plus 128,683 Class A options for Mr. Zhang's calculation.

Sentiment

Score: 5

Explanation: The filing is a routine beneficial ownership disclosure and does not contain performance or strategic updates.

Positives

• Significant beneficial ownership by key management (Junjie Zhang) indicates strong alignment with company performance and long-term interests.
• Consolidated voting control by Junjie Zhang (53.2%) provides stability in strategic decision-making and corporate direction.

Negatives

• Concentrated voting power (53.2% by Junjie Zhang) may limit the influence of other shareholders, particularly minority Class A shareholders.
• Junjie Zhang disclaims economic interests associated with 33,469,785 Class A ordinary shares, despite exercising voting power over them, which could be a point of scrutiny for some investors regarding governance alignment.

Related Party Transactions

• Partea Ltd., a reporting person, is controlled by Inaction Investment Limited, which is wholly owned by Inaction Holding Limited. Inaction Holding Limited is controlled by Jay Seventeen Trust, where Junjie Zhang is the settler, protector, and beneficiary, retaining investment and voting power over the trust's assets.
• Junjie Zhang exercises voting power over 33,469,785 Class A ordinary shares through irrevocable proxy and power of attorney arrangements with certain minority shareholders, directors (Mr. Dengfeng Yin and Mr. Mian Lu), and executive officers of the Issuer.

Stakeholder Impact

• Shareholders: Provides clarity on the control structure; minority Class A shareholders may experience reduced influence due to concentrated voting power under Junjie Zhang.
• Management: Junjie Zhang's control over a majority of voting power is solidified, potentially enhancing strategic alignment and decision-making efficiency.

Key Dates

Keywords

Chagee Holdings, Junjie Zhang, Partea Ltd., Beneficial Ownership, Schedule 13G, Class A shares, Class B shares, SEC filing, Corporate Governance, Shareholder Structure