SC 13G 1 tm2428150d1_sc13g.htm SC 13G

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

XCHG Limited

(Name of Issuer)

Class A Ordinary Shares, par value US$0.00001 per share

(Title of Class of Securities)

98370X103^**

(CUSIP Number)

September 30, 2024

(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)

Rule 13d-1(c)

Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

**CUSIP number 98370X103 has been assigned to the American Depositary Shares (“ADSs”) of the Issuer which are listed on the Nasdaq Global Market under the symbol “XCH.” Each ADS represents 40 Class A ordinary shares of the Issuer. No CUSIP number has been assigned to Class A ordinary shares of the Issuer.

CUSIP No. 98370X103

1.	Name of Reporting Person Wuxi Shenqi Leye Private Equity Funds Partnership L.P.
2.	Check the Appropriate Box if a Member of a Group (a)         ¨ (b)         ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization People’s Republic of China

Number of

Beneficially

Owned by

Each

Reporting

Person With

Sole Voting Power

126,135,217⁽¹⁾

Shared Voting Power

Sole Dispositive Power

126,135,217⁽¹⁾

Shared Dispositive Power

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 126,135,217⁽¹⁾
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.	Percent of Class Represented by Amount in Row 9 5.3%⁽²⁾
12.	Type of Reporting Person PN

(1)             Represents 126,135,217 Class A ordinary shares held by Wuxi Shenqi Leye Private Equity Funds Partnership L.P., a limited partnership incorporated in the PRC. The general partner of Wuxi Shenqi Leye Private Equity Funds Partnership L.P. is Wuxi Shenqi Yongcheng Private Equity Funds Management Partnership L.P., the general partner of which is Tianjin Shenqihui Equity Investment Management Co., Ltd. Tianjin Shenqihui Equity Investment Management Co., Ltd. is wholly owned by Tianjin Shenqihui Technology Co., Ltd., which is controlled by Ning Yang.

(2)            Calculated based on a total of 2,378,061,531 ordinary shares, being the sum of 1,636,807,084 Class A ordinary shares and 741,254,447 Class B ordinary shares, as reported by the Issuer on the prospectus filed under Rule 424(b)(4) with the Securities and Exchange Commission on September 10, 2024 and Form 6-K filed with the Securities and Exchange Commission on October 11, 2024.

CUSIP No. 98370X103

1.	Name of Reporting Person Wuxi Shenqi Yongcheng Private Equity Funds Management Partnership L.P.
2.	Check the Appropriate Box if a Member of a Group (a)         ¨ (b)         ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization People’s Republic of China

Number of

Beneficially

Owned by

Each

Reporting

Person With

Sole Voting Power

126,135,217⁽¹⁾

Shared Voting Power

Sole Dispositive Power

126,135,217⁽¹⁾

Shared Dispositive Power

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 126,135,217⁽¹⁾
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.	Percent of Class Represented by Amount in Row 9 5.3%⁽²⁾
12.	Type of Reporting Person PN

CUSIP No. 98370X103

1.	Name of Reporting Person Tianjin Shenqihui Equity Investment Management Co., Ltd.
2.	Check the Appropriate Box if a Member of a Group (a)         ¨ (b)         ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization People’s Republic of China

Number of

Beneficially

Owned by

Each

Reporting

Person With

Sole Voting Power

126,135,217⁽¹⁾

Shared Voting Power

Sole Dispositive Power

126,135,217⁽¹⁾

Shared Dispositive Power

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 126,135,217⁽¹⁾
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.	Percent of Class Represented by Amount in Row 9 5.3%⁽²⁾
12.	Type of Reporting Person CO

CUSIP No. 98370X103

1.	Name of Reporting Person Tianjin Shenqihui Technology Co., Ltd.
2.	Check the Appropriate Box if a Member of a Group (a)         ¨ (b)         ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization People’s Republic of China

Number of

Beneficially

Owned by

Each

Reporting

Person With

Sole Voting Power

126,135,217⁽¹⁾

Shared Voting Power

Sole Dispositive Power

126,135,217⁽¹⁾

Shared Dispositive Power

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 126,135,217⁽¹⁾
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.	Percent of Class Represented by Amount in Row 9 5.3%⁽²⁾
12.	Type of Reporting Person CO

CUSIP No. 98370X103

1.	Name of Reporting Person Ning Yang
2.	Check the Appropriate Box if a Member of a Group (a)         ¨ (b)         ¨
3.	SEC Use Only
4.	Citizenship or Place of Organization People’s Republic of China

Number of

Beneficially

Owned by

Each

Reporting

Person With

Sole Voting Power

126,135,217⁽¹⁾

Shared Voting Power

Sole Dispositive Power

126,135,217⁽¹⁾

Shared Dispositive Power

9.	Aggregate Amount Beneficially Owned by Each Reporting Person 126,135,217⁽¹⁾
10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
11.	Percent of Class Represented by Amount in Row 9 5.3%⁽²⁾
12.	Type of Reporting Person IN

CUSIP No. 98370X103

Item 1(a).

Name of Issuer:

XCHG Limited (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

XCharge Europe GmbH, Heselstücken 18,

22453 Hamburg, Germany

No. 12 Shuang Yang Road, Da Xing District, Beijing

People’s Republic of China, 100023

Item 2(a).

Name of Person Filing:

Wuxi Shenqi Leye Private Equity Funds Partnership L.P.

Wuxi Shenqi Yongcheng Private Equity Funds Management Partnership L.P.

Tianjin Shenqihui Equity Investment Management Co., Ltd.

Tianjin Shenqihui Technology Co., Ltd.

Ning Yang (collectively, the “Reporting Persons”)

Item 2(b).

Address of Principal Business Office, or, if none, Residence:

Wuxi Shenqi Leye Private Equity Funds Partnership L.P.

SEC Form SC 13G filed by XCHG Limited