Chagee Holdings Ltd美股招股说明书(2025-04-18版)

Chagee Holdings LimitedRepresenting 14,683,991 ClassA Ordinary Shares This is an initial public offering of American depositary shares, or ADSs, representing ClassA ordinary shares of Chagee Holdings Limited. Weare offering a total of 14,683,991 ADSs, each representing one of our ClassA ordinary share, par value US$0.0001 per share. The underwriters mayalso purchase up to 2,202,598 ClassA ordinary shares within 30days to cover over-allotments, if any.Prior to this offering, there has been no public market for the ADSs. The initial public offering price is US$28.0 per ADS. We have been approved for listing the ADSs representing our ClassA ordinary shares on the Nasdaq Global Select Market under the symbol “CHA.”Neither the United States Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.Following the completion of this offering, our issued and outstanding share capital will consist of ClassA ordinary shares and ClassB ordinary shares. Mr. Junjie Zhang, our founder, chairman of the board, and chief executive officer, will beneficially own all of our issued ClassB ordinaryshares and will be able to exercise 89.0% of the total voting power of our issued and outstanding share capital immediately following the completion ofthis offering, assuming the underwriters do not exercise their option to purchase additional ADSs. Holders of ClassA ordinary shares and ClassBordinary shares have the same rights except for voting and conversion rights. Each ClassA ordinary share is entitled to one vote and each ClassBordinary share is entitled to ten (10) votes. Each ClassB ordinary share is convertible into one ClassA ordinary share at any time by the holder thereof,while ClassA ordinary shares are not convertible into ClassB ordinary shares under any circumstances. Upon any sale, transfer, assignment ordisposition of any ClassB ordinary share by a holder thereof to any non-affiliate to such holder, each of such ClassB ordinary share will beautomatically and immediately converted into one ClassA ordinary share. See “Description of Share Capital.” Immediately following the completionof this offering, we will be a “controlled company” within the meaning of the Nasdaq Stock Market Rules. See “Principal Shareholders.” As a“controlled company,” we are permitted to, and currently intend to rely on certain exemptions from corporate governance rules. See “ProspectusSummary — Implications of Being A Controlled Company” for details. As a result, you may not have the same protection afforded to shareholders ofcompanies that are subject to these corporate governance requirements.Four independent investors have subscribed for, and been allocated by the underwriters an aggregate of 4,850,000 ADSs, including (i) 1,600,000 ADSs allocated to one or more funds managed by affiliates of CDH Investment Management Company Limited, (ii) 1,600,000 ADSs allocated toinvestment funds and mandates managed or advised by RWC Asset Management LLP and RWC Asset Advisors (US) LLC, (iii) 1,250,000 ADSsallocated to Allianz Global Investors Asia Pacific Ltd. on behalf of the managed funds, and (iv) 400,000 ADSs allocated to ORIX Asia AssetManagement Limited on behalf of the managed fund, collectively representing approximately 33.0% of the ADSs being offered in this offering,assuming the underwriters do not exercise their option to purchase additional ADSs. Their subscriptions for the ADSs are at the initial public offeringprice and on the same terms as the other ADSs being offered. The underwriters will receive the same underwriting discounts and commissions on anyADSs purchased by these investors as they will on any other ADSs sold to other public investors in this offering. For additional information, see“Underwriting.”Chagee Holdings Limited is a Cayman Islands holding company with no business operations of its own. It conducts all of its operations through its subsidiaries located in China and elsewhere. It does not use a variable interest entity structure. Investors in the ADSs are not purchasing equitysecurities of these subsidiaries that have substantive business operations but instead are purchasing equity securities of a Cayman Islands holdingcompany. This holding company structure involves unique risks to investors. For example, while we do not operate in an industry that is currentlysubject to foreign ownership limitations in China, PRC regulatory authorities could decide to limit foreign ownership in our industry and/or disallowthis holding company structure in the future, in which case there could be a risk that we would be unable to do business in China as we are currentlystructured. In such event, despite our efforts to restructure to comply with the then applicable PRC laws and regulations in order to continue ouroperations in China, we may experience material ch