霸王茶姬 2026年年度报告和过渡报告

(Mark One)☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)OF THE SECURITIES EXCHANGEACT OF 1934OR☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December31, 2025OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934OR☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934Date of event requiring this shell company reportFor the transition period fromtoCommission file number: 001-42598 Chagee Holdings Limited(Exact name of Registrant as specified in its charter) N/A(Translation of Registrant’s name into English)Cayman Islands(Jurisdiction of incorporation or organization)Tower B, Hongqiao Lianhe Building,No.99 Kaihong Road,Changning District, ShanghaiPeople’s Republic of China, 20051(Address of principal executive offices)Mr. Junjie ZhangChairman of the Board, Chief Executive OfficerTel: +86 186 8893 0014E-mail: Chagee.IR@icrinc.comTower B, Hongqiao Lianhe Building,No.99 Kaihong Road,Changning District, ShanghaiPeople’s Republic of China, 20051(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) None(Title of Class) Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), and (2)has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerginggrowth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 ofthe Exchange Act. LargeAcceleratedFiler☐Accelerated Filer☐Non-acceleratedFiler☒EmergingGrowthCompany☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section13(a) of the Exchange Act.☐ †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting StandardsBoard to its Accounting Standards Codification after April5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) bythe registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP☒International Financial Reporting Standards as issued by the International AccountingStandards Board☐Other If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item theregistrant has elected to follow.☐Item 17☐Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act).Yes☐No☒ TABLE OF CONTENTS PageINTRODUCTIONiiFORWARD-LOOKING INFORMATIONivPART I1ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3.KEY INFORMATION1ITEM 4.INFORMATION ON THE COMPANY44ITEM 4A.UNRESOLVED STAFF COMMENTS73ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS73ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES87ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS98ITEM 8.FINANCIAL INFORMATION98ITEM 9.THE OFFER AND LISTING99ITEM 10. ADDITIONAL INFORMATION100ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK111ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES112PART II114ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES114ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OFPROCEEDS114ITEM 15. CON