Amendment: SEC Form SCHEDULE 13G/A filed by Chagee Holdings Limited
$CHA
Restaurants
Consumer Discretionary
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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
Fosun International Limited | ||||||||
| 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
HONG KONG
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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
7,447,088.00 | ||||||||
| 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)
6.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Rows 6, 8 and 9: Number of shares is number of Class A ordinary shares, par value US$0.0001 per share ("Class A Ordinary Shares"), in the form of American depositary shares ("ADSs") of Chagee Holdings Limited (the "Issuer"), which includes (i) 7,408,691 ADSs held directly by Wuxi Forba Tea Enterprise Management Partnership (Limited Partnership), a subsidiary of Fosun International Limited, and (ii) 38,397 ADSs held directly by Fidelidade - Companhia de Seguros, S.A., a subsidiary of Fosun International Limited.
Row 11: This percentage is calculated based on 120,478,383 Class A Ordinary Shares of the Issuer outstanding after the Issuer's initial public offering, as reported in the Issuer's Prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission (the "SEC") on April 18, 2025, after giving effect to the completion of that initial public offering and the full exercise of the underwriters' over-allotment option, as described therein and in the Issuer's Form 6-K filed with the SEC on May 30, 2025.
Note: There is no CUSIP number assigned to the Class A Ordinary Shares of the Issuer. CUSIP number 15743P104 has been assigned to the ADSs of the Issuer. Each ADS represents one Class A Ordinary Share.
SCHEDULE 13G
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| CUSIP No. | 15743P104 |
| 1 | Names of Reporting Persons
Beijing Fosun Chuangfu Information Consulting Co., 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
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
7,408,691.00 | ||||||||
| 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)
6.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Rows 6, 8 and 9: Number of shares is number of Class A Ordinary Shares in the form of ADSs of the Issuer held directly by Wuxi Forba Tea Enterprise Management Partnership (Limited Partnership) of which Beijing Fosun Chuangfu Information Consulting Co., Ltd. is the general partner.
Row 11: This percentage is calculated based on 120,478,383 Class A Ordinary Shares of the Issuer outstanding after the Issuer's initial public offering, as reported in the Issuer's Prospectus filed pursuant to Rule 424(b)(4) with the SEC on April 18, 2025, after giving effect to the completion of that initial public offering and the full exercise of the underwriters' over-allotment option, as described therein and in the Issuer's Form 6-K filed with the SEC on May 30, 2025.
Note: There is no CUSIP number assigned to the Class A Ordinary Shares of the Issuer. CUSIP number 15743P104 has been assigned to the ADSs of the Issuer. Each ADS represents one Class A Ordinary Share.
SCHEDULE 13G
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| CUSIP No. | 15743P104 |
| 1 | Names of Reporting Persons
Wuxi Forba Tea Enterprise Management Partnership (Limited Partnership) | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,408,691.00 | ||||||||
| 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)
6.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Rows 6, 8 and 9: Number of shares is number of Class A Ordinary Shares in the form of ADSs of the Issuer held directly by Wuxi Forba Tea Enterprise Management Partnership (Limited Partnership).
Row 11: This percentage is calculated based on 120,478,383 Class A Ordinary Shares of the Issuer outstanding after the Issuer's initial public offering, as reported in the Issuer's Prospectus filed pursuant to Rule 424(b)(4) with the SEC on April 18, 2025, after giving effect to the completion of that initial public offering and the full exercise of the underwriters' over-allotment option, as described therein and in the Issuer's Form 6-K filed with the SEC on May 30, 2025.
Note: There is no CUSIP number assigned to the Class A Ordinary Shares of the Issuer. CUSIP number 15743P104 has been assigned to the ADSs of the Issuer. Each ADS represents one Class A Ordinary Share.
SCHEDULE 13G
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| CUSIP No. | 15743P104 |
| 1 | Names of Reporting Persons
Fidelidade - Companhia de Seguros, S.A. | ||||||||
| 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
PORTUGAL
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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
38,397.00 | ||||||||
| 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)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Rows 6, 8 and 9: Number of shares is number of Class A Ordinary Shares in the form of ADSs of the Issuer held directly by Fidelidade - Companhia de Seguros, S.A.
Row 11: This percentage is calculated based on 120,478,383 Class A Ordinary Shares of the Issuer outstanding after the Issuer's initial public offering, as reported in the Issuer's Prospectus filed pursuant to Rule 424(b)(4) with the SEC on April 18, 2025, after giving effect to the completion of that initial public offering and the full exercise of the underwriters' over-allotment option, as described therein and in the Issuer's Form 6-K filed with the SEC on May 30, 2025.
Note: There is no CUSIP number assigned to the Class A Ordinary Shares of the Issuer. CUSIP number 15743P104 has been assigned to the ADSs of the Issuer. Each ADS represents one Class A Ordinary Share.
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, F4, 200051 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is filed by Fosun International Limited ("Fosun International"), a company organized under the laws of the Hong Kong Special Administrative Region ("Hong Kong") of the People's Republic of China (the "PRC"), Beijing Fosun Chuangfu Information Consulting Co., Ltd. ("Beijing Chuangfu"), a company established under the laws of the PRC with limited liability, Wuxi Forba Tea Enterprise Management Partnership (Limited Partnership) ("Wuxi Forba"), a limited partnership established under the laws of the PRC, and Fidelidade - Companhia de Seguros, S.A. ("Fidelidade", together with Fosun International, Beijing Chuangfu and Fidelidade, the "Reporting Persons"), a company organized under the laws of Portugal.
Each of Beijing Chuangfu, Wuxi Forba and Fidelidade is a subsidiary of Fosun International. Beijing Chuangfu is the general partner of Wuxi Forba. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office for Fosun International is Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong. The address of the principal business office for Beijing Chuangfu is 17th Floor, 600 Zhongshan No. 2 Road (E), Huangpu District, Shanghai, PRC. The address of the principal business office for Wuxi Forba is 40 Renmin South Road, Luoshe Town, Huishan District, Wuxi City, Jiangsu Province, PRC. The address of the principal business office for Fidelidade is Largo do Calhariz, 30, Lisbon, Portugal. | |
| (c) | Citizenship:
See Item 2(a) | |
| (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:
See Item 9 of the cover pages to this Schedule 13G for the aggregate number of Class A Ordinary Shares (in the form of ADSs) that are beneficially owned by each Reporting Person as of December 31, 2025. | |
| (b) | Percent of class:
See Item 11 of the cover pages to this Schedule 13G for the percentage of Class A Ordinary Shares (in the form of ADSs) that are beneficially owned by each Reporting Person as of December 31, 2025. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Item 5 of the cover pages to this Schedule 13G for the number of Class A Ordinary Shares (in the form of ADSs) that are beneficially owned by each Reporting Person as of December 31, 2025 as to which there is sole power to vote or direct the vote. | ||
| (ii) Shared power to vote or to direct the vote:
See Item 6 of the cover pages to this Schedule 13G for the number of Class A Ordinary Shares (in the form of ADSs) that are beneficially owned by each Reporting Person as of December 31, 2025 as to which there is shared power to vote or direct the vote. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Item 7 of the cover pages to this Schedule 13G for the number of Class A Ordinary Shares (in the form of ADSs) that are beneficially owned by each Reporting Person as of December 31, 2025 as to which there is sole power to dispose or direct the disposition. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Item 8 of the cover pages to this Schedule 13G for the number of Class A Ordinary Shares (in the form of ADSs) that are beneficially owned by each Reporting Person as of December 31, 2025 as to which there is shared power to dispose or direct the disposition. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| 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. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Item 2 | ||
| 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 99.1 - Joint Filing Agreement, dated February 12, 2026, by and among Fosun International Limited, Beijing Fosun Chuangfu Information Consulting Co., Ltd., Wuxi Forba Tea Enterprise Management Partnership (Limited Partnership) and Fidelidade - Companhia de Seguros, S.A. |