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1、F-1/A 1 tm246985-34_f1a.htm F-1/ATABLE OF CONTENTSAs filed with the Securities and Exchange Committee on April 14,2025.Registration No.333-286081 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 AMENDMENT NO.3TOFORM F-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933 Chagee H

2、oldings Limited(Exact Name of Registrant as Specified in Its Charter)Cayman Islands(State or Other Jurisdiction ofIncorporation or Organization)5810(Primary Standard IndustrialClassification Code Number)Not Applicable(I.R.S.EmployerIdentification Number)Tower B,Hongqiao Lianhe Building,No.99 Kaihong

3、 Road,Changning District,ShanghaiPeoples Republic of China,200051+86 186 8893 0014(Address,Including Zip Code,and Telephone Number,Including Area Code,of Registrants Principal Executive Offices)COGENCY GLOBAL INC.122 East 42nd Street,18th FloorNew York,NY 10168+1 800-221-0102(Name,Address,Including

4、Zip Code,and Telephone Number,Including Area Code,of Agent For Service)Copies to:Li He,Esq.James C.Lin,Esq.Davis Polk&Wardwell LLPc/o 18th Floor,The Hong KongClub Building3A Chater Road,CentralHong Kong+852 2533-3300 Ran Li,Esq.Davis Polk&Wardwell LLP22rd Floor,China World Office 21 Jian Guo Men Wai

5、 AvenueChaoyang District,BeijingPeoples Republic of China+86 10 8567-5051 Shuang Zhao,Esq.Biyuan Zhang,Esq.Cleary Gottlieb Steen&Hamilton LLPc/o 37th Floor,Hysan Place500 Hennessy Road,Causeway BayHong Kong+852 2521-4122 Approximate date of commencement of proposed sale to the public:As soon as prac

6、ticable after the effective date of thisRegistration Statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 underthe Securities Act of 1933,check the following box.If this Form is filed to register additional securitie

7、s for an offering pursuant to Rule 462(b)under the Securities Act,check thefollowing box and list the Securities Act registration statement number of the earlier effective registration statement for the sameoffering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Se

8、curities Act,check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and listthe Sec

9、urities Act registration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of1933.Emerging growth company If an emerging growth company that p

10、repares its financial statements in accordance with U.S.GAAP,indicate by check mark ifthe registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 7(a)(2)(B)of the Securities Act.The registrant h

11、ereby amends this registration statement on such date or dates as may be necessary to delay its effective date until theregistrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective inaccordance with Section 8(a)of the Securiti

12、es Act of 1933,as amended,or until the registration statement shall become effective on suchdate as the United States Securities and Exchange Commission,acting pursuant to such Section 8(a),may determine.The term“new or revised financial accounting standard”refers to any update issued by the Financi

13、al Accounting Standards Boardto its Accounting Standards Codification after April 5,2012.TABLE OF CONTENTSSubject To Completion,Preliminary Prospectus Dated April 14,202514,683,991 American Depositary SharesChagee Holdings LimitedRepresenting 14,683,991 Class A Ordinary Shares This is an initial pub

14、lic offering of American depositary shares,or ADSs,representing Class A ordinary shares of Chagee Holdings Limited.Weare offering a total of 14,683,991 ADSs,each representing one of our Class A ordinary share,par value US$0.0001 per share.The underwriters mayalso purchase up to 2,202,598 Class A ord

15、inary shares within 30 days to cover over-allotments,if any.Prior to this offering,there has been no public market for the ADSs.We expect the initial public offering price will be between US$26.0 andUS$28.0 per ADS.We have applied to list the ADSs representing our Class A ordinary shares on the Nasd

16、aq 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,ordetermined if this prospectus is truthful or complete.Any representation to the contrary is a criminal offense.Fo

17、llowing the completion of this offering,our issued and outstanding share capital will consist of Class A ordinary shares and Class B ordinaryshares.Mr.Junjie Zhang,our founder,chairman of the board,and chief executive officer,will beneficially own all of our issued Class B ordinaryshares and will be

18、 able to exercise 89.0%of the total voting power of our issued and outstanding share capital immediately following the completionof this offering,assuming the underwriters do not exercise their option to purchase additional ADSs.Holders of Class A ordinary shares and Class Bordinary shares have the

19、same rights except for voting and conversion rights.Each Class A ordinary share is entitled to one vote and each Class Bordinary share is entitled to ten(10)votes.Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holderthereof,while Class A ordinary shares

20、 are not convertible into Class B ordinary shares under any circumstances.Upon any sale,transfer,assignmentor disposition of any Class B ordinary share by a holder thereof to any non-affiliate to such holder,each of such Class B ordinary share will beautomatically and immediately converted into one

21、Class A 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 c

22、ertain exemptions from corporate governance rules.See“ProspectusSummaryImplications 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 h

23、ave indicated their non-binding interest in purchasing an aggregate of up to US$205.0 million worth of the ADSsbeing offered in this offering at the public offering price and on the same terms as the other ADSs being offered,including(i)up to US$80.0 millionby one or more funds managed by affiliates

24、 of CDH Investment Management Company Limited,(ii)up to an aggregate of US$60.0 million byinvestment funds and mandates managed or advised by RWC Asset Management LLP and RWC Asset Advisors(US)LLC,(iii)up to US$50.0 millionby Allianz Global Investors Asia Pacific Ltd.on behalf of the managed funds,a

25、nd(iv)up to US$15.0 million by ORIX Asia Asset ManagementLimited on behalf of the managed fund.Assuming an initial public offering price of US$27.0 per ADS,which is the mid-point of the estimatedoffering price range,the number of ADSs to be purchased by these investors would be up to 7,592,592 ADSs,

26、representing approximately 51.7%ofthe ADSs being offered in this offering,assuming the underwriters do not exercise their option to purchase additional ADSs.However,because theseindications of interest are not binding agreements or commitments to purchase,we and the underwriters could determine to s

27、ell more,fewer,or noADSs to these investors,and such investors could decide to purchase more,fewer,or no ADSs in this offering.The number of ADSs available for saleto other public investors will be reduced to the extent that these investors purchase our ADSs.The underwriters will receive the same un

28、derwritingdiscounts and commissions on any ADSs purchased by these investors as they will on any other ADSs sold to other public investors in this offering.For additional information,see“Underwriting.”d may be changed.We may not sell these securities until the registration statement filed with the S

29、ecurities and Exchange Commissionse securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.Chagee Holdings Limited is a Cayman Islands holding company with no business operations of its own.It conducts all of its operations throughi

30、ts 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 holdingcompan

31、y.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 com

32、pany 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 m

33、ay experience material changes in our business and results of operations,our attempts may prove to be futile due to factorsbeyond our control,and the value of the ADSs you invest in may significantly decline or become worthless.See“Risk FactorsRisks Related toDoing Business in Chinathe PRC Foreign I

34、nvestment Law may impact the viability of our current corporate structure and operations.”As used inthis prospectus,“we,”“us,”“our company,”“our,”or“Chagee”refers to Chagee Holdings Limited and its subsidiaries.We face various legal and operational risks and uncertainties related to being based in a

35、nd having a significant portion of our operations inChina.The PRC regulatory authorities have significant oversight and discretion over the conduct of our business and may influence our operations asthey deem appropriate to further economic,regulatory,political and societal goals.The PRC regulatory

36、authorities have issued new policies coveringcybersecurity,data privacy,antitrust,foreign investments,and overseas securities listings,requiring or potentially requiring us to undergo additionalregulatory approvals and filings for our business operations,acceptance of foreign investments,this offeri

37、ng and our proposed listing in the UnitedStates.For example,we have applied for and completed a cybersecurity review pursuant to the Cybersecurity Review Measures;and we have alsocompleted the filings with the CSRC for this offering and our proposed overseas listing and the CSRC has concluded the fi

38、ling procedure andpublished the filing results on the CSRC website on March 6,2025.Furthermore,we cannot rule out the possibility that the PRC regulatoryauthorities will in the future release regulations or policies regarding our industry that could adversely affect our business,financial condition

39、andresults of operations.These risks could result in a material change in our operations and the value of the ADSs,significantly limit or completelyhinder our ability to offer or continue to offer securities to investors,or cause the value of such securities to significantly decline or be worthless.

40、Formore details,see“Risk FactorsRisks Relating to Doing Business in China The PRC government exerts substantial influence over the manner inwhich we conduct our business operations.Our business is subject to complex and evolving policies,laws and regulations,the application,interpretation and enforc

41、ement of which may be changed from time to time.Failure to comply with these laws and regulations may materially andadversely affect us”on pages 42 and 43 of this prospectus.The information in this prospectus is not complete anis effective.This prospectus is not an offer to sell thesTABLE OF CONTENT

42、SWe currently do not have cash management policies that dictate how funds are transferred between Chagee Holdings Limited and itssubsidiaries,and investors of our company.Cash is usually transferred within our group in the following manner:(i)funds may be transferred toCHAGEE INVESTMENT PTE.LTD,or C

43、hagee Investment,and Chagee Holdings(UK)Limited,and further to their respective subsidiaries,fromChagee Holdings Limited as needed through CHAGEE HOLDINGS PTE.LTD.,or Chagee Holdings Singapore,in the form of capital contributionsor shareholder loans,as the case may be;and(ii)dividends or other distr

44、ibutions may be paid by Chagee Investment and Chagee Holdings(UK)Limited to Chagee Holdings Limited through Chagee Holdings Singapore.In the years ended December 31,2022,2023 and 2024,and as of the dateof this prospectus,Chagee Holdings Limited did not transfer any cash to or from any of our PRC sub

45、sidiaries,except for the cash transfers within ourgroup in connection with the Restructuring.In 2023,(i)shareholder loans totalled US$5.5 million,US$250 thousand and US$20 thousand fromChagee Holdings Limited to Chagee Investment,Chagee Holdings Singapore and Chagee Group(SEA)PTE.LTD.,respectively,a

46、nd(ii)capitalcontributions totalled RMB36.9 million from Chagee Investment to Beijing Chagee.See Note 1(b)to our consolidated financial statements includedelsewhere in this prospectus.In the future,cash proceeds raised from overseas financing activities,including this offering,may be transferred byC

47、hagee Holdings Limited through Chagee Holdings Singapore and Chagee Investment to Beijing Chagee,via capital contribution and shareholderloans,as the case may be.Beijing Chagee then will transfer funds to its subsidiaries to meet the capital needs of our business operations in China.Theability of Ch

48、agee Holdings Limited to pay dividends,if any,to its shareholders and ADS holders and to service any debt it may incur will dependupon dividends paid by our subsidiaries,particularly our PRC subsidiaries that conduct a significant portion of our business operations.None of ourPRC subsidiaries have i

49、ssued any dividends or distributions to their respective holding companies,including Chagee Holdings Limited,or anyinvestors as of the date of this prospectus,and they will not be able to do so until they generate accumulated profits and meet the requirements forstatutory reserve funds.See“Prospectu

50、s SummaryOur History and Corporate StructureCash Flows through Our Organization”for details.However,there could be limitations on our ability to transfer cash between Chagee Holdings Limited and its subsidiaries,and investors of ourcompany.For example,if our PRC subsidiaries incur debt in the future

51、,the debt instruments may limit their ability to pay dividends or makedistributions to us,potentially affecting our liquidity.Additionally,investors should be aware that to the extent cash in the business is in the PRC or aPRC entity,the funds may not be transfered between Chagee Holdings Limited an

52、d its subsidiaries or be available to fund operations or for other useoutside of the PRC due to interventions in or the imposition of restrictions and limitations on the ability of our subsidiaries by the PRC government totransfer cash.On the other hand,transferring funds to our PRC subsidiaries,whe

53、ther as loans or increases in registered capital,requires approvals,registrations,or filings with relevant PRC regulatory authorities.Obtaining these approvals or completing registrations or filings in a timely mannerfor future capital contributions or foreign loans from us to our PRC subsidiaries m

54、ay be uncertain or delayed.For additional information about theapplicable PRC regulations and rules relating to such cash transfers through our group and the associated risks,see“Prospectus Summary OurHistory and Corporate Structure Cash Flows through Our Organization,”“Prospectus SummarySummary of

55、Risk FactorsRisks Relating toDoing Business in China,”“Risk Factors Risks Relating to Doing Business in China We may rely on dividends and other distributions onequity paid by our PRC subsidiaries to fund any cash and financing requirements we may have,and any limitation on the ability of our PRCsub

56、sidiaries to make payments to us could have a material and adverse effect on our ability to conduct our business”on pages 47 and 48 of thisprospectus,and“Risk Factors Risks Relating to Doing Business in China PRC regulation of loans to and direct investment in PRC entities byoffshore holding compani

57、es and currency conversion may delay us from using the proceeds of this offering to make loans or additional capitalcontributions to our PRC subsidiaries,which could materially and adversely affect our liquidity and our ability to fund and expand our business”onpages 48 and 49 of this prospectus.Tra

58、ding in our securities on U.S.markets,including Nasdaq,may be prohibited under the Holding Foreign Companies Accountable Act,asamended by the Consolidated Appropriations Act,2023(the“HFCAA”)if the Public Company Accounting Oversight Board(the“PCAOB”)determines that it is unable to inspect or investi

59、gate completely our auditor for two consecutive years because of the position taken by authorities in aforeign jurisdiction.On December 16,2021,the PCAOB issued the HFCAA Determination Report to notify the SEC of its determinations that thePCAOB was unable to inspect or investigate completely regist

60、ered public accounting firms headquartered in mainland China and Hong Kong(the“2021 Determinations”),including our auditor,which is headquartered in mainland China.On December 15,2022,the PCAOB announced that it wasable to conduct inspections and investigations of PCAOB-registered public accounting

61、firms headquartered in mainland China and Hong Kong in2022.The PCAOB vacated its previous 2021 Determinations accordingly.As a result,we do not expect to be identified as a“Commission-IdentifiedIssuer”under the HFCAA for the fiscal year ending December 31,2024.However,whether the PCAOB will continue

62、 to be able to satisfactorily conduct inspections and investigations of PCAOB-registered publicaccounting firms headquartered in mainland China and Hong Kong is subject to uncertainty and depends on a number of factors out of our,and ourauditors control,including positions taken by authorities of th

63、e PRC.The PCAOB is expected to continue to demand complete access to inspectionsand investigations against accounting firms headquartered in mainland China and Hong Kong in the future and states that it has already made plans toresume regular inspections in the future.The PCAOB is required under the

64、 HFCAA to make its determination on an annual basis with regards to itsability to inspect and investigate completely accounting firms based in the mainland China and Hong Kong.The possibility of being a“Commission-Identified Issuer”and risk of delisting could continue to adversely affect the trading

65、 price of our securities.If the PCAOB determines in the futurethat it no longer has full access to inspect and investigate accounting firms headquartered in mainland China and Hong Kong and we continue to usesuch accounting firm to conduct audit work,we would be identified as a“Commission-Identified

66、 Issuer”under the HFCAA following the filing of theannual report for the relevant fiscal year,and if we were so identified for two consecutive years,trading in our securities on U.S.markets would beprohibited under the HFCAA and Nasdaq or any other U.S.exchange on which our securities are listed may

67、 determine to delist our securities.Formore details,see“Risk FactorsRisks Relating to Doing Business in ChinaTrading in our securities may be prohibited under the HoldingForeign Companies Accountable Act if the PCAOB determines that it is unable to inspect or investigate completely our auditor,and a

68、s a result,U.S.d may be changed.We may not sell these securities until the registration statement filed with the Securities and Exchange Commissionse securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.(1)CICCnational securities

69、exchanges,such as Nasdaq,may determine to delist our securities.The delisting of the ADSs,or the threat of their being delisted,may materially and adversely affect the value of your investment.”Investing in the ADSs involves risks.See“Risk Factors”beginning on page 25 of this prospectus.Per ADS Tota

70、l Public offering price US$US$Underwriting discounts and commissions US$US$Proceeds,before expenses,to us US$US$For a description of the compensation payable to the underwriters,see“Underwriting.”The underwriters have an over-allotment option to purchase up to an additional 2,202,598 ADSs from us at

71、 the initial public offering price,lessthe underwriting discounts and commissions,within days from the date of this prospectus.The underwriters expect to deliver the ADSs against payment in U.S.dollars in New York,New York on ,2025.CitigroupMorgan StanleyDeutsche Bank(in alphabetical order)Tiger Bro

72、kers Moomoo Financial Inc.Valuable Capital The date of this prospectus is ,2025.The information in this prospectus is not complete anis effective.This prospectus is not an offer to sell thes(1)TABLE OF CONTENTSTABLE OF CONTENTSTABLE OF CONTENTSTABLE OF CONTENTSTABLE OF CONTENTS TABLE OF CONTENTS Pag

73、e Prospectus Summary 1 The Offering 17 Our Summary Consolidated Financial and Operating Data 20 Risk Factors 25 Cautionary Statement Regarding Forward-Looking Statements 69 Use of Proceeds 70 Dividend Policy 71 Capitalization 72 Dilution 74 Enforceability of Civil Liabilities 76 Our History and Corp

74、orate Structure 78 Managements Discussion and Analysis of Financial Condition and Results of Operations 80 Industry Overview 103 Business 109 Regulation 131 Management 145 Principal Shareholders 154 Related Party Transactions 157 Description of Share Capital 158 Description of American Depositary Sh

75、ares 172 Shares Eligible for Future Sale 180 Taxation 182 Underwriting 188 Expenses Relating to this Offering 202 Legal Matters 203 Experts 204 Change in Registrants Certifying Accountant 205 Where You Can Find Additional Information 206 The Consolidated Financial Statements F-1 No dealer,salesperso

76、n or other person is authorized to give any information or to represent anythingnot contained in this prospectus or in any free writing prospectus we may authorize to be delivered or madeavailable to you.You must not rely on any unauthorized information or representations.This prospectus isan offer

77、to sell only the ADSs offered hereby,and only under circumstances and in jurisdictions where it islawful to do so.The information contained in this prospectus is current only as of its date.Neither we nor any of the underwriters has done anything that would permit this offering or possessionor distr

78、ibution of this prospectus or any filed free writing prospectus in any jurisdiction where action forthat purpose is required,other than in the United States.Persons outside the United States who come intopossession of this prospectus or any free writing prospectus must inform themselves about,and ob

79、serve anyrestrictions relating to,the offering of the ADSs and the distribution of this prospectus or any free writingprospectus outside of the United States.This offering is being made in the United States and elsewheresolely on the basis of the information contained in this prospectus.You should a

80、ssume that the informationappearing in this prospectus is accurate only as of the date on the front cover of this prospectus,regardlessof the time of delivery of this prospectus or any sale of the ADSs representing our Class A ordinary shares.Our business,financial condition,results of operations an

81、d prospects may have changed since the dateon the front cover of this prospectus.Until ,2025(the 25 day after the date of this prospectus),all dealers that buy,sell or trade theADSs,whether or not participating in this offering,may be required to deliver a prospectus.This is in additionto the obliga

82、tion of dealers to deliver a prospectus when acting as underwriters and with respect to their unsoldallotments or subscriptions.ithTABLE OF CONTENTS PROSPECTUS SUMMARYThe following summary is qualified in its entirety by,and should be read in conjunction with,the moredetailed information and financi

83、al statements and the related notes appearing elsewhere in this prospectus.In addition to this summary,we urge you to read the entire prospectus carefully,especially the risks ofinvesting in the ADSs discussed under“Risk Factors,”“Business,”and information contained in“Managements Discussion and Ana

84、lysis of Financial Condition and Results of Operations”before decidingwhether to buy the ADSs.This prospectus contains certain information from an industry reportcommissioned by us and prepared by Shanghai iResearch Co.,Ltd.,or iResearch,a third-party industryresearch firm.Our MissionWith every cup

85、of our tea,we aspire to foster a global connection of people and cultures.Our VisionTo modernize the tea-drinking experience through technology and innovation.Our Core Values“Customer First”is the foundational philosophy of how we make decisions and run our business.“Caring for Partners”is the core

86、value that defines how we interact with consumers,franchise partners,suppliers,and employees.“Quality,Health,and Convenience”is the guiding principle of how we make our products.Our CompanyCHAGEE is a leading premium tea drinks brand,serving healthy and delicious freshly-made tea drinks.Its creation

87、,in 2017,was inspired by how international coffee chains have made coffee drinking both aworldwide lifestyle and a social concept since the 1970s.This success has made us believe that tea drinkingneeds to be transformed tooand led us to use the power of technology and brand to make tea drinking amod

88、ern-day experience that connects people and cultures around the world.Today,nearly eight years after our inception and with our relentless passion for technology and pursuitof innovation,we stand out as Chinas largest,fastest-growing,and most popular premium freshly-made teadrinks brand,according to

89、 iResearch:As of December 31,2024,our network comprised 6,440 teahouses,including 6,284 located in China.This scale represents the largest store network among all premium freshly-made tea drinks brands inChina.In 2023 and 2024,our total GMV generated in China and overseas reached RMB10.8 billion and

90、RMB29.5 billion,respectively.As measured by GMV generated within China,we recorded thefastest growth from 2022 to 2024 among all freshly-made tea drinks brands with over 1,000 stores inChina.We have ranked the 1 on Chinas social influence index among all freshly-made tea drinks brands inChina since

91、October 2023,according to the Social Touch Search Engine.1st(1)(2)TABLE OF CONTENTS Notes:Calculated by dividing(i)the sum of GMV generated by the monthly fully operational teahouses in China in each calendarmonth during the year ended December 31,2024 by(ii)the sum of the total number of monthly fu

92、lly operational teahouses inChina in each calendar month during the year ended December 31,2024.Calculated by dividing(i)the sum of the number of cups sold by the monthly fully operational teahouses in China in eachcalendar month during the year ended December 31,2024 by(ii)the sum of the total numb

93、er of monthly fully operationalteahouses in China in each calendar month during the year ended December 31,2024.Universally Appealing Core MenuAt CHAGEE,we persistently explore and create tea drink recipes that embody purity and a timelessappeal to the diverse palates of a broad spectrum of consumer

94、s.This strategic focus anchors thedevelopment of our simple core menu.We use advanced extraction technology to accentuate the pure taste of tea and enhance its depth offlavor through meticulous blending.This technique results in a differentiated,delicious taste of freshnessand healthiness that has t

95、he ability to transcend time and cultures,captivating consumers worldwide.In2022,2023 and 2024,approximately 79%,87%and 91%of CHAGEEs GMV generated within China,respectively,were attributed to our signature tea latte products,with approximately 44%,57%and 61%ofGMV generated within China derived from

96、 our top three best-selling tea lattes.Focusing on a simple core menu also makes it easier for us to ensure product quality,consistency,andconvenience through more concentrated,streamlined,and efficient supply chain management as well ashighly automated tea preparation processes.This ultimately lead

97、s to improved operational efficiency andservice quality of our expansive teahouse network.Modernity Powered by TechnologyWe are committed to operational efficiency and excellence,which is underpinned by our cutting-edge“tea tech”initiatives.Using digital and automation technologies,we empower every

98、crucial aspect of ouroperations,from product development to supply chain management,and from consumer engagement tostorefront operations.We collaborate creatively with our supply chain partners to co-develop automated tea-makingmachines,heralding the modernization of the century-old tea industry.The

99、 application of customizedequipment allows our in-store crew to make every cup of CHAGEE drink with consistent quality and taste.Across our teahouses 2TABLE OF CONTENTS in China and overseas,this level of automation allows us to ensure consistent quality control,enhance storeproductivity,reduce cons

100、umer wait times,and ultimately,elevate the overall tea-drinking experience.Our strength in digitalization allows us to achieve what we define to be the“Five Things Online”drinks preparation,consumer and partner relationships,supply chain,store lifecycle management,andpayments.Essentially,this approa

101、ch enables us and our franchise partners to run teahouses online,withcentralized operations,automated replenishment,and fully integrated management of both franchised andcompany-owned teahouses.The resulting data insights are organically and intelligently fed into digitalizedoperations,creating a po

102、sitive feedback loop that fosters more efficient and closer-knit collaborations withour franchise partners.The seamless integration of these technologies enables our franchise partners to make better tea drinksfor consumers and operate their teahouses smartly and more efficiently.It also allows us a

103、nd our franchisepartners to focus more on consumer services to deliver a compelling experience.Effectively Managed Teahouse NetworkAs of December 31,2024,our CHAGEE brand encompasses a vast,growing network of 6,440teahouses,including 6,284 teahouses covering 32 out of 34 province-level divisions acr

104、oss China and 156teahouses overseas.Of our extensive teahouse network,6,271 are franchised and 169 are company-owned.We directly manage a total of 398 teahouses,including all of our company-owned teahouses and 229franchised teahouses.We take pride in our strong ability to manage and scale a franchis

105、e network both across China and in agrowing number of overseas markets.This ability is rooted in our“managed franchise model”that focuseson effective,centralized management of our franchise network in accordance with our uniform standards inproduct quality,supply chain management,and consumer servic

106、e excellence.Our ability to effectively manage our growing teahouse network is manifest in our strong operatingresults:Number of teahouses.The number of our teahouses increased by 83.4%from 3,511 as ofDecember 31,2023 to 6,440 as of December 31,2024.GMV.Our total GMV generated in China and overseas

107、increased by 734.3%fromRMB1,293.7 million in 2022 to RMB10,792.8 million in 2023,and further increased by 172.9%toRMB29,457.7 million in 2024.Financial performance.Our net revenues increased by 843.8%to RMB4,640.2 million in 2023 fromRMB491.7 million in 2022.In 2024,our net revenues amounted to RMB1

108、2,405.6 million(US$1,699.6 million),representing a 167.4%year-over-year increase from RMB4,640.2 million in2023.Although we experienced a net loss of RMB90.7 million in 2022,we achieved a net income ofRMB802.6 million in 2023.Our net income increased by 213.3%to RMB2,514.6 million(US$344.5million)in

109、 2024 from RMB802.6 million in 2023.As of December 31,2024,we recorded a workingcapital surplus of RMB3,141.7 million(US$430.4 million),compared to RMB1,193.3 million as ofDecember 31,2023.As we rapidly scale our operation,our teahouses continue to deliver strong performance.Our averagenumber of cup

110、s sold per teahouse per month in China increased from 8,981 in 2022 to 25,099 in 2024.Theaverage monthly GMV of our teahouses in China increased from RMB177.5 thousand in 2022 to RMB511.7thousand in 2024.We continued to expand our teahouse network in the first quarter of 2025,as driven bysolid custo

111、mer demand.As of March 31,2025,the number of teahouses increased to 6,681(including 169teahouses overseas),up from 6,440 as of December 31,2024.The total GMV generated in China andoverseas grew sequentially to RMB8,231 million in the first quarter of 2025 from RMB8,177 million in thefourth quarter o

112、f 2024.Market OpportunitiesThe tea drinks market encompasses various consumption scenarios,including(i)freshly-made teadrinks,prepared on-site,(ii)ready-to-drink,or RTD tea drinks,prepackaged and sold in prepared form,and(iii)other forms of tea consumption,such as tea leaves and tea bags.We operate

113、primarily in the freshly-made tea drinks market,where we cater to consumers by providing tea drinks freshly prepared within ourextensive network of teahouses.3TABLE OF CONTENTS According to iResearch,Chinas freshly-made tea drinks market,as measured by GMV,is growingrapidly to enormous scale,at a CA

114、GR of 21.7%from RMB102.2 billion in 2019 to RMB272.7 billion in2024,and is expected to reach RMB426.0 billion by 2028.In particular,the premium freshly-made teadrinks segment,defined by an average selling price of RMB17.0(approximately US$2.5)and above percup,as a proportion of the overall freshly-m

115、ade tea drinks market increased from 10.9%in 2019 to 25.9%in2024.This faster growth is mainly driven by consumer demands for higher-quality products,diversifiedconsumption scenarios,and a rising awareness of health benefits.The total GMV of the premium freshly-made tea drinks segment is expected to

116、reach RMB167.1 billion in 2028,accounting for 31.7%of the totalfreshly-made tea drinks market.Globally,the growth momentum is also tremendous.The global tea drinks market,as the second largestnon-alcoholic beverage category worldwide,commanded a GMV of US$467.1 billion in 2024 and isprojected to rea

117、ch US$601.9 billion by 2028,according to iResearch.Freshly-made tea drinks continue togain popularity across overseas markets.Driven by rising per capita income,an expanding base of teaconsumers,and the potential to attract more coffee drinkers by virtue of teas affordability and healthbenefits,the

118、global market for freshly-made tea drinks is expected to reach US$122.0 billion by 2028,representing a CAGR of 18.9%from 2024 to 2028.As consumer demands for quality and health attributes continue to rise,coupled with an increasingfocus on brand image and culture,freshly-made tea drinks brands are i

119、ncreasingly improving the healthinessand brand values of their products.Digital transformation plays an increasing role in these efforts,as it notonly enhances operational efficiency for brands but also addresses consumer demands for more convenientand efficient products and services.Additionally,as

120、 the franchise model continues to play a crucial role inbusiness expansion,a robust managed franchise model has emerged as a more effective model for tea drinksbrands looking to expand rapidly.Our History and Corporate StructureWe commenced our operations in China in 2017.In December 2020,Beijing Ch

121、agee CateringManagement Co.,Ltd.,or Beijing Chagee,was established,and we currently conduct all of our business inChina through Beijing Chagee and its subsidiaries.We do not use a variable interest entity structure.We incorporated Chagee Holdings Limited,an exempted company with limited liability in

122、 the CaymanIslands,as our ultimate holding company in May 2023 in anticipation of this offering and future capitalraising from international investors.In June 2023,we established CHAGEE HOLDINGS PTE.LTD.,or Chagee Holdings Singapore,andCHAGEE INVESTMENT PTE.LTD.,or Chagee Investment,under the laws o

123、f Singapore as intermediaryholding companies.Chagee Holdings Singapore owns 100%of the equity interest in Chagee Investment,and Chagee Investment acquired 100%of the equity interest in Beijing Chagee through a series oftransactions completed in October 2023.Through a series of transactions completed

124、 in December 2023,which we refer to collectively as the“Restructuring”throughout this prospectus,the then-shareholders of Beijing Chagee(or their designedaffiliates)received ordinary shares,Series A and B preferred shares of Chagee Holdings Limited,asapplicable,substantially in proportion to their r

125、espective equity interests in Beijing Chagee immediatelyprior to the Restructuring and with substantially the same terms.In July 2023,we established CHAGEE GROUP(SEA)PTE.LTD.under the laws of Singapore,through which we operate our business in Southeast Asia.In November 2023,we established ChageeHold

126、ings(UK)Limited under the laws of the United Kingdom,through which we intend to exploreexpansion opportunities in other overseas markets.In connection with our Series B+financing,we issued a total of 20,374,577 Series B+preferred sharesin July and December 2023 to certain investors for an aggregate

127、consideration of the US$equivalent ofRMB330 million.See“Description of Share CapitalHistory of Securities Issuances.”The following diagram illustrates our corporate structure,including all of our significant subsidiarieswithin and outside of the PRC,and our shareholding structure,immediately upon th

128、e completion of thisoffering.4*TABLE OF CONTENTS Notes:The shareholding percentage is calculated by dividing the number of ordinary shares beneficiallyowned by such person or group immediately upon completion of this offering by the sum of(i)118,275,785 Class A ordinary shares and 65,274,107 Class B

129、 ordinary shares issued and outstandingimmediately after the completion of this offering,including 14,683,991 Class A ordinary sharesrepresented by 14,683,991 ADSs to be sold by us in this offering,assuming that the underwriters do notexercise their option to purchase additional ADSs,and(ii)the numb

130、er of ordinary shares underlyingshare options held by such person or group that are exercisable within 60 days after the date of thisprospectus.The voting power percentage is calculated by dividing the voting power beneficially owned by suchperson or group by the voting power of all of our ordinary

131、shares as a single class immediately uponcompletion of this offering.Each holder of Class A ordinary shares is entitled to one vote per share andeach holder of our Class B ordinary shares is entitled to ten(10)votes per share on all matterssubmitted to them for a vote.Our Class A ordinary shares and

132、 Class B ordinary shares vote together asa single class on all matters submitted to a vote of our shareholders,except as may otherwise berequired by law.Our class B ordinary shares are convertible at any time by the holder thereof into ClassA ordinary shares on a one-for-one basis.Holding Company St

133、ructureWe are a holding company with no business operations of our own.We conduct all of our operationsthrough our subsidiaries located in China and elsewhere.As a result,our ability to pay dividends dependsupon dividends paid by our subsidiaries.If our subsidiaries incur debt on their own behalf in

134、 the future,theinstruments governing their debt may restrict their ability to pay dividends to us.Our subsidiaries in Chinaare permitted to pay dividends to us only out of their retained earnings,if any,as determined in accordancewith the Accounting Standards for Business Enterprise as promulgated b

135、y the Ministry of Finance of thePRC,or the PRC GAAP.Under the PRC law,each of our subsidiaries in China is required to set aside atleast 10%of 5TABLE OF CONTENTS its after-tax profits each year,if any,to fund certain statutory reserve funds until such reserve funds reach50%of their registered capita

136、l.The statutory reserve funds are not distributable as cash dividends.Remittance of dividends by a wholly foreign-owned company out of China is subject to examination by thebanks designated by SAFE.Our subsidiaries in China have not paid dividends and will not be able to paydividends until they gene

137、rate accumulated profits and meet the requirements for statutory reserve funds.See“RegulationRegulations Relating to Dividend Distributions”for a detailed discussion of the PRC legalrestrictions on dividends and our ability to transfer cash within our group.Cash Flows through Our OrganizationWe curr

138、ently do not have cash management policies that dictate how funds are transferred betweenChagee Holdings Limited and its subsidiaries,and its shareholders and ADS holders.Cash is usuallytransferred within our group in the following manner:(i)funds may be transferred to Chagee Investmentand Chagee Ho

139、ldings(UK)Limited,and further to their respective subsidiaries,from Chagee HoldingsLimited as needed through CHAGEE HOLDINGS PTE.LTD.,or Chagee Holdings Singapore,in the formof capital contributions or shareholder loans,as the case may be;and(ii)dividends or other distributionsmay be paid by Chagee

140、Investment and Chagee Holdings(UK)Limited to Chagee Holdings Limitedthrough Chagee Holdings Singapore.In the years ended December 31,2022,2023 and 2024 and as of the date of this prospectus,ChageeHoldings Limited did not transfer any cash to or from any of our PRC subsidiaries,except for the cashtra

141、nsfers within our group in connection with the Restructuring.In 2023,(i)shareholder loans totalledUS$5.5 million,US$250 thousand and US$20 thousand from Chagee Holdings Limited to ChageeInvestment,Chagee Holdings Singapore and Chagee Group(SEA)PTE.LTD.,respectively,and(ii)capitalcontributions totall

142、ed RMB36.9 million from Chagee Investment to Beijing Chagee.See Note 1(b)to ourconsolidated financial statements included elsewhere in this prospectus.In the future,cash proceeds raisedfrom overseas financing activities,including this offering,may be transferred by Chagee Holdings Limitedthrough Cha

143、gee Holdings Singapore and Chagee Investment to Beijing Chagee,via capital contribution andshareholder loans,as the case may be.Beijing Chagee then will transfer funds to its subsidiaries to meet thecapital needs of our business operations in China.The ability of Chagee Holdings Limited to pay divid

144、ends,if any,to its shareholders and ADS holdersand to service any debt it may incur will depend upon dividends paid by our subsidiaries,particularly ourPRC subsidiaries that conduct a significant portion of our business operations.None of our PRCsubsidiaries have issued any dividends or distribution

145、s to their respective holding companies,includingChagee Holdings Limited,or any investors as of the date of this prospectus,and they will not be able to doso until they generate accumulated profits and meet the requirements for statutory reserve funds.However,there could be limitations on our abilit

146、y to transfer cash between Chagee Holdings Limitedand its subsidiaries,and investors of our company.For example,PRC regulations only allow oursubsidiaries to pay dividends from their accumulated profits.Furthermore,each PRC subsidiaries mustallocate 10%of after-tax profits annually to a statutory re

147、serve,until it equals 50%of the subsidiarysregistered capital,which are not distributable as dividends.In addition,dividend payments or other equitydistributions are subject to SAFE procedures for cross-border transactions.The Enterprise Income Tax Lawimposes a withholding tax rate of up to 10%to di

148、vidends paid by Chinese companies to non-PRC residententerprises,unless exemptions or reductions are granted.If our PRC subsidiaries incur debt in the future,the debt instruments may limit their ability to pay dividends or make distributions to us,potentiallyaffecting our liquidity.Additionally,inve

149、stors should be aware that to the extent cash in the business is inthe PRC or a PRC entity,the funds may not be available to fund operations or for other use outside of thePRC due to interventions in or the imposition of restrictions and limitations on the ability of our subsidiariesby the PRC gover

150、nment to transfer cash.Any restrictions on our subsidiaries ability to pay dividends ormake other payments to us could significantly impede our growth,investment opportunities,acquisitions,dividend payments to our investors,and overall business operations.On the other hand,transferring fundsto our P

151、RC subsidiaries,whether as loans or increases in registered capital,requires approvals,registrations,or filings with relevant PRC regulatory authorities.Obtaining these approvals or completing registrations orfilings in a timely manner for future capital contributions or foreign loans from us to our

152、 PRC subsidiariesmay be uncertain or delayed.Furthermore,funds transferred to our PRC subsidiaries are subject to foreignexchange restrictions,including limitations on loan amounts and usage,as per relevant PRC laws andregulations.For additional information 6TABLE OF CONTENTS about the applicable PR

153、C regulations and rules relating to such cash transfers through our group and theassociated risks,see“Risk FactorsRisks Relating to Doing Business in ChinaWe may rely ondividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financingrequirements we may have,and

154、 any limitation on the ability of our PRC subsidiaries to make payments tous could have a material and adverse effect on our ability to conduct our business”on pages 47 and 48 ofthis prospectus,and“PRC regulation of loans to and direct investment in PRC entities by offshoreholding companies and curr

155、ency conversion may delay us from using the proceeds of this offering to makeloans or additional capital contributions to our PRC subsidiaries,which could materially and adverselyaffect our liquidity and our ability to fund and expand our business”on pages 48 and 49 of this prospectus.Summary of Ris

156、k FactorsAn investment in the ADSs involves significant risks.Investors in the ADSs are not purchasing equitysecurities of our subsidiaries that have substantive business operations in China and elsewhere,but insteadare purchasing equity securities of a Cayman Islands holding company.Chagee Holdings

157、 Limited is aCayman Islands holding company that conducts all of its operations through its subsidiaries located inChina and elsewhere.Such structure involves unique risks to investors in the ADSs.As a China-based company incorporated in the Cayman Islands,we face various legal and operationalrisks

158、and uncertainties related to being based in and having a significant portion of our operations in China.The PRC regulatory authorities have significant oversight and discretion over the conduct of our businessand may influence our operations as they deem appropriate to further economic,regulatory,po

159、litical andsocietal goals.The PRC regulatory authorities have published new policies that affected certain industrieswith respect to matters such as cybersecurity,data privacy,antitrust and competition,foreign investments,and overseas listings,and we cannot rule out the possibility that it will in t

160、he future release regulations orpolicies regarding our industry that could adversely affect our business,financial condition and results ofoperations.Furthermore,the PRC regulatory authority has recently issued new laws and regulations to exertmore oversight and control over overseas securities offe

161、rings and other capital markets activities and foreigninvestment in China-based companies like us.Any such action,once taken by the PRC regulatory authority,could significantly limit or completely hinder our ability to offer or continue to offer securities to investorsand cause the value of such sec

162、urities to significantly decline or in extreme cases,become worthless.You should consider carefully all of the information in this prospectus,including the risks anduncertainties described below,before making an investment in the ADSs.Full-fledged discussion of thesesummary risk factors can be found

163、 in the section headed“Risk Factors”under the same subheadings.Risks Relating to Our Business and IndustryOur limited operating history may not be indicative of our future growth or financial results and wemay not be able to sustain our historical growth rates.(page 25)If we are unable to successful

164、ly manage our growth or if our growth rate declines,our business andprospects may be materially and adversely affected.(pages 25 and 26)We operate in the highly competitive and rapidly evolving freshly-made tea drinks market in Chinaand overseas.(page 26)We may not be successful in expanding our tea

165、house network.(pages 26 and 27)Our operating results and growth strategies are closely tied to the success of our franchise partnersand we have limited control with respect to their operations.Additionally,our franchise partnersinterests may conflict or diverge with our interests in the future,which

166、 could have a negative impacton our business.(pages 27 and 28)Evolving consumers preferences and tastes may adversely affect our business.(page 28)If we are unable to offer our products at prices that are appealing to consumers or maintaincompetitive prices,our business and results of operations wou

167、ld be materially and adverselyaffected.(pages 28 and 29)7TABLE OF CONTENTS If we fail to acquire new consumers or retain existing consumers in a cost-effective manner,ourbusiness,financial condition and results of operations may be materially and adversely affected.(page 29)We may not be successful

168、in expanding our membership and our ability to take advantage of ourmembership program may be limited.(page 29 and 30)We may not be successful in operating the company-owned and franchised teahouses managed by uswithin our teahouse network effectively.(page 30)Risks Relating to Doing Business in Chi

169、naWe conduct our business primarily through our PRC subsidiaries.Our operations in China aregoverned by PRC laws and regulations.The PRC legal system is a civil law system based on writtenstatutes,where prior court decisions have limited precedential value.The PRC legal system isevolving rapidly,and

170、 the interpretations of many laws,regulations and rules may containinconsistencies and enforcement of these laws,regulations and rules involves uncertainties.As such,the enforcement of laws in the PRC legal system and rules and regulations in China can changequickly with little advance notice.In add

171、ition,the Chinese government has significant oversight anddiscretion over the conduct of our business,and it may intervene or influence our operations at anytime,which could result in a material adverse change in our operations,and our Class A ordinaryshares and the ADSs may decline in value or beco

172、me worthless.For a detailed discussion of theunderlying risks,see“Risk Factors Risks Relating to Doing Business in ChinaThe PRCgovernment exerts substantial influence over the manner in which we conduct our businessoperations.Our business is subject to complex and evolving policies,laws and regulati

173、ons,theapplication,interpretation and enforcement of which may be changed from time to time.Failure tocomply with these laws and regulations may materially and adversely affect us”on pages 45 of thisprospectus.Chagee Holdings Limited is a Cayman Islands holding company with no business operations of

174、 itsown.It conducts all of its operations through its subsidiaries located in China and elsewhere.Investors in the ADSs are not purchasing equity securities of these subsidiaries that have substantivebusiness operations but instead are purchasing equity securities of a Cayman Islands holdingcompany.

175、This holding company structure involves unique risks to investors.For a detaileddiscussion of the underlying risks,see“Risk Factors Risks Relating to Doing Business in China Uncertainties exist with respect to how the PRC Foreign Investment Law may impact the viabilityof our current corporate struct

176、ure and operations”on pages 46 of this prospectus.Changes in Chinas economic,political or social conditions or government policies could have amaterial adverse effect on our business and operations.For a detailed discussion of the underlyingrisks,see“Risk Factors Risks Relating to Doing Business in

177、China Changes in Chinaseconomic,political or social conditions or government policies could have a material adverse effecton our business and operations”on page 46 of this prospectus.The PRC government may exert more oversight and control over offerings that are conductedoverseas and/or foreign inve

178、stment in China-based issuers,which could significantly limit orcompletely hinder our ability to offer or continue to offer securities to investors and cause the valueof such securities to significantly decline or be worthless.For a detailed discussion of the underlyingrisks,see“Risk Factors Risks R

179、elating to Doing Business in China The approval,filing orother requirements of the CSRC or other PRC regulatory authorities is required under PRC law inconnection with our issuance of securities overseas.Failure to file or report with CSRC for thisoffering or any actions by the PRC government to exe

180、rt more oversight and control over offeringsthat are conducted overseas and foreign investment in China-based issuers in the future couldsignificantly limit or completely hinder our ability to offer or continue to offer our ordinary shares toinvestors and could cause the value of our ordinary shares

181、 to significantly decline or becomeworthless”on pages 46 and 49 of this prospectus.It may be challenging to effect service of legal process,enforce foreign judgments or bring actions inChina against us or our management named in the prospectus based on foreign laws.For a detaileddiscussion of the un

182、derlying risks,see“Risk Factors Risks Relating to Doing Business in China 8TABLE OF CONTENTS It may be challenging to effect service of legal process,enforce foreign judgments or bring actions inChina against us or our management named in the prospectus based on foreign laws”on page 49 ofthis prospe

183、ctus.We may rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund anycash and financing requirements we may have,and any limitation on the ability of our PRCsubsidiaries to make payments to us could have a material and adverse effect on our ability toconduct our bu

184、siness.Investors should be aware that to the extent cash in the business is in the PRCor a PRC entity,the funds may not be available to fund operations or for other use outside of thePRC due to interventions in or the imposition of restrictions and limitations on the ability of oursubsidiaries by th

185、e PRC government to transfer cash.For a detailed discussion of the underlyingrisks,see“Risk Factors Risks Relating to Doing Business in China We may rely on dividendsand other distributions on equity paid by our PRC subsidiaries to fund any cash and financingrequirements we may have,and any limitati

186、on on the ability of our PRC subsidiaries to makepayments to us could have a material and adverse effect on our ability to conduct our business”onpages 49 and 50 of this prospectus.The custodians or authorized users of our controlling non-tangible assets,including chops and seals,may fail to fulfill

187、 their responsibilities,or misappropriate or misuse these assets.For a detaileddiscussion of the underlying risks,see“Risk Factors Risks Relating to Doing Business in China The custodians or authorized users of our controlling non-tangible assets,including chops andseals,may fail to fulfill their re

188、sponsibilities,or misappropriate or misuse these assets”on page 50 ofthis prospectus.Transferring funds to our PRC subsidiaries,whether as loans or increases in registered capital,requires approvals,registrations,or filings with relevant PRC regulatory authorities.Obtaining theseapprovals or complet

189、ing registrations or filings in a timely manner for future capital contributions orforeign loans from us to our PRC subsidiaries may be uncertain or delayed.For a detailed discussionof the underlying risks,see“Risk Factors Risks Relating to Doing Business in China PRCregulation of loans to and direc

190、t investment in PRC entities by offshore holding companies andcurrency conversion may delay us from using the proceeds of this offering to make loans oradditional capital contributions to our PRC subsidiaries,which could materially and adversely affectour liquidity and our ability to fund and expand

191、 our business”on pages 50 and 51 of this prospectus.Risks Relating to the ADSs and This OfferingAn active trading market for our ordinary shares or the ADSs may not develop and the trading pricefor the ADSs may fluctuate significantly.(pages 57)The trading price of the ADSs is likely to be volatile,

192、which could result in substantial losses toinvestors.(page 57)Substantial future sales or perceived potential sales of ADSs in the public market could cause theprice of ADSs to decline.(pages 58)Because we do not expect to pay dividends in the foreseeable future after this offering,you must relyon a

193、 price appreciation of the ADSs for a return on your investment.(page 58)Because the initial public offering price is substantially higher than the pro forma net tangible bookvalue per share,you will experience immediate and substantial dilution.(page 58)Forum selection provisions in our post-offeri

194、ng memorandum and articles of association could limitthe ability of holders of our Class A ordinary shares,ADSs,or other securities to obtain a favorablejudicial forum for disputes with us,our directors and officers,the depositary bank,and potentiallyothers.(page 66)Recent Regulatory DevelopmentsPRC

195、 Cybersecurity ReviewOn December 28,2021,the Cyberspace Administration of China(the“CAC”),and 12 other relevantPRC government authorities published the amended Cybersecurity Review Measures,which came intoeffect 9TABLE OF CONTENTS on February 15,2022.The Cybersecurity Review Measures provide that a“

196、network platform operator”thatpossesses personal information of more than one million users and seeks a listing in a foreign country mustapply for a cybersecurity review.Further,the relevant PRC governmental authorities may initiate acybersecurity review against any company if they determine certain

197、 network products,services,or dataprocessing activities of such company affect or may affect national security.Additionally,where therelevant activity affects or may affect national security,a“critical information infrastructure operator(“CIIO”)”that purchases network products and services,or an int

198、ernet platform operator that conducts dataprocess activities,shall be subject to the cybersecurity review.As announced by the CAC,the China Cybersecurity review,Certification and Market Regulation BigData Center is entrusted by the Cybersecurity Review Office and under its guidance,to undertake spec

199、ificwork of the cybersecurity review such as receipt of materials and formal review of such materials and setupa hotline or the consultation regarding cybersecurity review.As a network platform operator who possessespersonal information of more than one million users for purposes of the Cybersecurit

200、y Review Measures,we have applied for and completed a cybersecurity review with respect to our proposed overseas listingpursuant to the Cybersecurity Review Measures.PRC CSRC Filing and Reporting RequirementsOn February 17,2023,the China Securities Regulatory Commission(the“CSRC”)published the Trial

201、Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies and fivesupporting guidelines,collectively the Overseas Listing Filing Rules,which came into effect on March 31,2023 and regulate both direct and indirect overseas offering and listing of PRC-based companie

202、s byadopting a filing-based regulatory regime.According to the Overseas Listing Filing Rules,if the issuermeets both of the following criteria,the overseas securities offering and listing conducted by such issuersshall be deemed as indirect overseas offering and listing:(i)more than 50%of the issuer

203、s operatingrevenue,total profit,total assets or net assets as documented in its audited consolidated financial statementsfor the most recent accounting year is accounted for by domestic companies;and(ii)the main parts of theissuers business activities are conducted in China,or its main places of bus

204、iness are located in China,or thesenior managers in charge of its business operation and management are majority Chinese citizens ordomiciled in China.Therefore,we are required to comply with the relevant requirements under the OverseasListing Filing Rules in connection with this offering.The Overse

205、as Listing Filing Rules provide that(i)the filing applications be submitted to the CSRCwithin three business days after the issuer submits its application documents relating to the initial publicoffering and/or listing in overseas;(ii)a timely report be submitted to the CSRC and update its CSRC fili

206、ngwithin three business days after the occurrence of any of the following material events,if any of thefollowing events occurs before the completion of the overseas offering and/or listing but after thecompletion of its CSRC filing:(a)any material change to principal business,licenses or qualificati

207、ons ofthe issuer,(b)a change of control of the issuer or any material change to equity structure of the issuer,and(c)any material change to the offering and listing plan;(iii)after the completion of the listing,a reportrelating to the issuance information of such offering and/or listing be submitted

208、 to the CSRC and a report besubmitted to the CSRC within three business days upon the occurrence and public announcement of any ofthe following material events after the overseas offering and/or listing:(a)a change of control of the issuer,(b)the investigation,sanction or other measures undertaken b

209、y any foreign securities regulatory agencies orrelevant competent authorities in respect of the issuer,(c)change of the listing status or transfer of thelisting board,and(d)the voluntary or mandatory delisting of the issuer;and(iv)where there is materialchange in the main business of the issuer afte

210、r overseas offering and listing,which does not apply to theOverseas Listing Filing Rules therefore,such issuer shall submit to the CSRC the applicable filing materialswithin three business days after occurrence of such change.Pursuant to the Overseas Listing Filing Rules,if a PRC-based company fails

211、 to comply with the filingprocedure or otherwise violates the above mentioned requirements with respect to its overseas offering andlisting,the CSRC shall order rectification,issue warnings to such PRC-based company and impose a fine ofRMB1.0 million to RMB10.0 million on the company.In addition,man

212、agement personnel and other personsdirectly responsible for the violations will be warned and fined between RMB0.5 million and RMB5.0million.Controlling shareholders and actual controllers responsible for these violations will be finedbetween RMB1.0 million and RMB10.0 million.10TABLE OF CONTENTS We

213、 have completed the filings with the CSRC for this offering and the CSRC has concluded the filingprocedure and published the filing results on the CSRC website on March 6,2025.As of the date of thisprospectus,we have not been denied for or failed to complete any permissions,approvals or filings requ

214、iredfrom Chinese authorities to offer the securities being registered to foreign investors in this offering.Therefore,we believe we have received all requisite permissions from and completed all filings withChinese authorities before the commencement of this offering explicitly required under curren

215、t PRC laws,regulations and rules.Any failure or perceived failure of us to fully comply with such new regulatoryrequirements could result in penalties from the CSRC or other PRC regulatory authorities,including finesand penalties,significantly limit or completely hinder our ability to offer or conti

216、nue to offer securities toinvestors,cause significant disruption to our business operations,and severely damage our reputation,which could materially and adversely affect our financial condition and results of operations and couldcause the value of our securities to significantly decline or be worth

217、less.In addition,our future financing activities may also need to be filed with and/or reported to the CSRCaccording to the Overseas Listing Filing Rules.However,given the Overseas Listing Filing Rules arerelatively new and may be further updated,we cannot assure you that we will be able to complete

218、 suchfilings in a timely manner and fully comply with such rules in connection with this offering or our continuedlisting overseas and our overseas securities offerings in the future.As of the date of this prospectus,we havenot received any official inquiry,notice,warning and investigation from the

219、CSRC in connection with thisoffering in this regard.As per the CSRC notification,we must report the offering and listing status within15 business days of completing this offering.If the offering is not completed within 12 months of thenotification issuance date,and it is still ongoing,we must update

220、 the filing materials with the CSRC,whichmay require additional time for review.For details of the associated risks,see“Risk FactorsRisksRelating to Doing Business in ChinaThe approval,filing or other requirements of the CSRC or otherPRC regulatory authorities is required under PRC law in connection

221、 with our issuance of securitiesoverseas.Failure to file or report with CSRC for this offering or any actions by the PRC government toexert more oversight and control over offerings that are conducted overseas and foreign investment inChina-based issuers in the future could significantly limit or co

222、mpletely hinder our ability to offer orcontinue to offer our ordinary shares to investors and could cause the value of our ordinary shares tosignificantly decline or become worthless.”As the regulatory environments continue to evolve,we willcontinue to closely monitor developments in the PRC regardi

223、ng requirements of the CSRC,the CAC,orother PRC regulatory authorities in connection with overseas listings and securities offerings.Implications of the Holding Foreign Companies Accountable ActTrading in our securities on U.S.markets,including Nasdaq,may be prohibited under the HoldingForeign Compa

224、nies Accountable Act,as amended by the Consolidated Appropriations Act,2023(the“HFCAA”)if the Public Company Accounting Oversight Board(the“PCAOB”)determines that it is unableto inspect or investigate completely our auditor for two consecutive years because of a position taken byauthorities in a for

225、eign jurisdiction.On December 16,2021,the PCAOB issued the HFCAA DeterminationReport to notify the SEC of its determinations that the PCAOB was unable to inspect or investigatecompletely registered public accounting firms headquartered in mainland China and Hong Kong(the“2021Determinations”),includi

226、ng our auditor which is headquartered in mainland China.On December 15,2022,the PCAOB announced that it was able to conduct inspections and investigations of PCAOB-registeredpublic accounting firms headquartered in mainland China and Hong Kong in 2022.The PCAOB vacated itsprevious 2021 Determination

227、s accordingly.However,whether the PCAOB will continue to be able to satisfactorily conduct inspections andinvestigations of PCAOB-registered public accounting firms headquartered in mainland China and HongKong is subject to uncertainty and depends on a number of factors out of our,and our auditors c

228、ontrolincluding positions taken by authorities of the PRC.The PCAOB is expected to continue to demandcomplete access to inspections and investigations against accounting firms headquartered in mainland Chinaand Hong Kong in the future and states that it has already made plans to resume regular inspe

229、ctions in thefuture.The PCAOB is required under the HFCAA to make its determination on an annual basis with regards toits ability to inspect and investigate completely accounting firms based in the mainland China and HongKong,among other jurisdictions.The possibility of being a“Commission-Identified

230、 Issuer”and risk of 11TABLE OF CONTENTS delisting could continue to adversely affect the trading price of our securities.If the PCAOB determines inthe future that it no longer has full access to inspect and investigate accounting firms headquartered inmainland China and Hong Kong and we continue to

231、use such accounting firm to conduct audit work,wewould be identified as a“Commission-Identified Issuer”under the HFCAA following the filing of theannual report for the relevant fiscal year,and if we were so identified for two consecutive years,trading inour securities on U.S.markets would be prohibi

232、ted under the HFCAA and Nasdaq or any other U.S.exchange on which our securities are listed may determine to delist our securities.For more details,see“Risk FactorsRisks Relating to Doing Business in ChinaTrading in our securities may be prohibitedunder the Holding Foreign Companies Accountable Act

233、if the PCAOB determines that it is unable to inspector investigate completely our auditor,and as a result,U.S.national securities exchanges,such as Nasdaq,may determine to delist our securities.The delisting of the ADSs,or the threat of their being delisted,maymaterially and adversely affect the val

234、ue of your investment.”Permissions Required from the PRC Authorities for Our Operations and This OfferingWe are required to obtain certain licenses,permits and approvals from,and complete certainregistrations and filings with relevant governmental authorities in China,including but not limited to th

235、eCSRC and the CAC,in order to operate our business and conduct this offering.With respect to our business operations,our PRC subsidiaries must(i)file commercial franchiserregistrations with the Department of Commerce of the PRC to operate franchise businesses,(ii)obtain foodoperation licenses from t

236、he Administration for Market Regulation of the PRC for our company-ownedteahouses in China,(iii)complete the applicable as-built acceptance fire safety filings and inspections forcertain leased properties designated as public gathering premises,such as company-owned teahouses,and(iv)make the relevan

237、t filings with local authorities in China to distribute prepaid gift cards.Based on theopinions of King&Wood Mallesons,our PRC legal counsel,as of the date of this prospectus,except asdescribed otherwise below and under“Risk FactorsRisk Relating to Our Business and IndustryAnylack of requisite appro

238、vals,licenses or permits applicable to our or our franchise partners teahouses mayhave a material and adverse impact on our business,financial condition and results of operations,”our PRCsubsidiaries have obtained all requisite licenses,permits and registrations from the PRC governmentauthorities fo

239、r our business operations in China,and none of these licenses,permits and registrations weredenied previously.Specifically,to the extent we open a new company-owned teahouse,we may or may not be required tocomplete the as-built acceptance check on fire prevention or the fire safety filing upon compl

240、etion of itsconstruction,and the fire safety inspection before it commences operations,depending on local regulations,which vary across different cities based on factors including teahouse size and renovation.As of the date ofthis prospectus,some of our company-owned teahouses have not completed the

241、 required as-built acceptancefire safety filing and fire safety inspection.Teahouses that fail to complete the required as-built acceptancefire safety filings may be ordered to rectify and be subject to fines up to RMB5,000 per teahouse,andteahouses that operate without passing the fire safety inspe

242、ction may be ordered to discontinue operationsand may be subject to a fine up to RMB300,000 per teahouse.We are in the process of rectifying the abovenon-compliance incidents with respect to our company-owned teahouses.However,we cannot assure youthat we will be able to fully rectify all non-complia

243、nce incidents in a timely manner or fully satisfy theregulatory requirements.Due to uncertainties in law interpretation and enforcement,as well as potentialregulatory changes,we may need to secure additional approvals,licenses,or registrations for futureoperations.For more detailed information,see“R

244、isk Factors Risk Relating to Our Business and Industry Any lack of requisite approvals,licenses or permits applicable to our or our franchise partners teahousesmay have a material and adverse impact on our business,financial condition and results of operations.”With respect to this offering and our

245、proposed overseas listing,we have applied for and completed acybersecurity review pursuant to the Cybersecurity Review Measures;and we have also completed thefilings with the CSRC for this offering and our proposed overseas listing and the CSRC has concluded thefiling procedure and published the fil

246、ing results on the CSRC website on March 6,2025.See“PRCCybersecurity Review”and“PRC CSRC Filing and Reporting Requirements”above for details.We manage our business operations in a prudent manner where we determine whether a particularregulatory permission or approval is required based on opinions an

247、d guidance from our in-house andexternal 12TABLE OF CONTENTS legal counsel and relevant governmental authorities,as the case may be.As of the date of this prospectus,we have not received any regulatory notice requesting us to obtain a permission or approval that we haveconcluded is not required.If w

248、e inadvertently concluded that any permission or approval was not required,we could be subject to administrative penalties as provided in relevant PRC laws and regulations,as if suchpermission or approval were not obtained.Administrative penalties or other legal consequences vary based on the provis

249、ions of the relevant lawsand/or regulations that are inadvertently breached.For more information,see“Regulations.”In addition,there remains substantial uncertainty as to what the consequences would be in the event of a change in laws,regulations,or interpretations,which largely depend on the specifi

250、c rule-making.While we continue to keepabreast of regulatory developments in China,our business may be disrupted and our results of operationsmay suffer if there are new laws,regulations,policies or guidelines introduced to impose additionalregulatory approvals,licenses,permits and requirements.We c

251、annot guarantee that we and our subsidiariesare able to obtain or maintain requisite permissions or approvals at all times or that we will be in fullcompliance with any new laws and regulations.Any non-compliance may lead to orders requiring us torectify,suspend,or terminate illegal actions or servi

252、ces by regulatory authorities,accompanied bysignificant penalties.We may also face government inquiries,investigations,or other actions due to thecomplex and evolving regulatory landscape.Consequently,we may encounter operational challenges,increased costs,diversion of management resources,liabiliti

253、es,and growth impediments,all of which couldmaterially impact our business,financial condition,results,and the value of the ADSs.See“Risk FactorsRisks Relating to Doing Business in ChinaThe PRC government exerts substantial influence over themanner in which we conduct our business operations.Our bus

254、iness is subject to complex and evolvingpolicies,laws and regulations,the application,interpretation and enforcement of which may be changedfrom time to time.Failure to comply with these laws and regulations may materially and adversely affectus.”Based on the opinions of King&Wood Mallesons,our PRC

255、legal counsel,save as disclosed above,weare not required to obtain any other permission or approval from regulatory authorities in China to operateour business or conduct this offering as of the date of this prospectus.Our Corporate InformationOur principal executive offices are located at Tower B,H

256、ongqiao Lianhe Building,No.99 KaihongRoad,Changning District,Shanghai,Peoples Republic of China,200051.Our telephone number at thisaddress is+86 186 8893 0014.Our registered office in the Cayman Islands is located at the offices ofMaples Corporate Services Limited,PO Box 309,Ugland House,Grand Cayma

257、n,KY1-1104,CaymanIslands.Our agent for service of process in the United States is Cogency Global Inc.Investors should contact us for any inquiries through the address and telephone number of our principalexecutive office.Our principal website is .The information contained on our website isnot a part

258、 of this prospectus.Implications of Being a Foreign Private IssuerWe are a foreign private issuer within the meaning of the rules under the Exchange Act,and as such weare exempt under the Exchange Act from,among other things,the rules under the Exchange Act requiringthe filing of quarterly reports o

259、n Form 10-Q or current reports on Form 8-K with the SEC,the rulesprescribing the furnishing and content of proxy statements,and our executive officers,directors andprincipal shareholders are exempt from the reporting and short-swing profit recovery provisions containedin Section 16 of the Exchange A

260、ct.In addition,we will not be required under the Exchange Act to fileperiodic reports and financial statements with the SEC as frequently or as promptly as U.S.companieswhose securities are registered under the Exchange Act.We will be required to file an annual report onForm 20-F within four months

261、of the end of each fiscal year and we intend to publish our results on aquarterly basis.However,the information we are required to file with or furnish to the SEC will be lessextensive and less timely compared to that required to be filed with the SEC by U.S.domestic issuers.In addition,as a company

262、 incorporated in the Cayman Islands,we are permitted to adopt certain homecountry practices in relation to corporate governance matters that differ significantly from the Nasdaq 13TABLE OF CONTENTS corporate governance listing standards.These practices may afford less protection to shareholders than

263、 theywould enjoy if we complied fully with the Nasdaq corporate governance listing standards.Implications of Being a Controlled CompanyImmediately following the completion of this offering,Mr.Junjie Zhang,our founder,chairman of theboard,and chief executive officer,will beneficially own 53.8%of our

264、total issued and outstanding ordinaryshares,representing 89.0%of our total voting power,assuming that the underwriters do not exercise theiroption to purchase additional ADSs,or 53.2%of our total issued and outstanding ordinary shares,representing 88.7%of our total voting power,assuming that the opt

265、ion to purchase additional ADSs isexercised by the underwriters in full.As a result,we will be a“controlled company”as defined under theNasdaq rules because Mr.Junjie Zhang will hold more than 50%of the voting power for the election ofdirectors upon the completion of this offering.As a“controlled co

266、mpany,”we are permitted to,andcurrently intend to,elect to rely on certain exemptions from corporate governance rules,including:an exemption from the rule that a majority of our board of directors must be independent directors;an exemption from the rule that each of our compensation committee member

267、s must be anindependent director;an exemption from the rule that the compensation of our chief executive officer must be determinedor recommended solely by independent directors;andan exemption from the rule that our director nominees must be selected or recommended solely byindependent directors.As

268、 a result,you may not have the same protection afforded to shareholders of companies that aresubject to these corporate governance requirements.Furthermore,immediately following the completion of this offering,Mr.Junjie Zhang will be able todetermine the outcome of matters requiring shareholder appr

269、oval.For details about the risks associated withbeing a controlled company or our dual-class share structure,see“Risk Factors Risks Relating to theADSs and This Offering We will be a“controlled company”within the meaning of the rules of Nasdaqand,as a result,may rely on exemptions from certain corpo

270、rate governance requirements that provideprotection to shareholders of other companies”on pages 63 and 64 of this prospectus,and“Our dual-class share structure with different voting rights will limit your ability to influence corporate matters andcould discourage others from pursuing any change of c

271、ontrol transactions that holders of our Class Aordinary shares and ADSs may view as beneficial”on page 64 of this prospectus.Conventions which Apply to This ProspectusUnless we indicate otherwise,all information in this prospectus reflects the following:“active members”refer to registered members wh

272、o placed an order for our products at least once in agiven period;“ADSs”refers to the American depositary shares,each representing Class A ordinary shares;“average monthly GMV per teahouse”refers to the average monthly GMV generated by monthlyfully operational teahouses.Specifically:for a given cale

273、ndar month,the average monthly GMV per teahouse is calculated by dividing(i)the sum of GMV generated by the monthly fully operational teahouses during that specificcalendar month by(ii)the total number of monthly fully operational teahouses;andfor a given year or a quarter within that specific year,

274、the average monthly GMV per teahouse iscalculated by dividing(i)the sum of GMV generated by the monthly fully operational teahousesin each calendar month during that specific year or quarter,as the case may be,by(ii)the sumof the total number of monthly fully operational teahouses in each calendar m

275、onth during thatspecific year or quarter.“average number of cups sold per teahouse per month”,for a given calendar month,refers to theaverage number of cups sold by the monthly fully operational teahouses during that specific month.14TABLE OF CONTENTS For a given year or a quarter within that specif

276、ic year,the average number of cups sold per teahouseper month is calculated by dividing(i)the sum of the number of cups sold by the monthly fullyoperational teahouses in each calendar month during that specific year or quarter,as the case may be,by(ii)the sum of the total number of monthly fully ope

277、rational teahouses in each calendar monthduring that specific year or quarter;“CAGR”,also known as compounded annual growth rate,refers to the mean annual growth rate ofan investment over a specified period of time longer than one year;“Central China”refers to Shandong,Shanxi,Henan,Shaanxi,Hubei and

278、 Hunan under ourclassification;“China”or“PRC”refers to the Peoples Republic of China,and only in the context of describingPRC laws,regulations and other legal or tax matters in this prospectus,excludes Hong Kong,Macauand Taiwan;“Class A ordinary share”refers to our Class A ordinary shares,par value

279、US$0.0001 per share;“Class B ordinary share”refers to our Class B ordinary shares,par value US$0.0001 per share;“Chagee,”“we,”“us,”“our company,”and“our”refer to Chagee Holdings Limited,a CaymanIslands exempted company and its subsidiaries;“Eastern China”refers to Zhejiang,Anhui,Jiangsu,Jiangxi and

280、Shanghai under our classification;“GMV”refers to gross merchandise value,a key operating metric that our management uses tomeasure and evaluate teahouses sales performance,which represents the sales value of product(s)inconsumer orders(excluding unfulfilled,canceled or returned consumer orders,and i

281、ncludingrelevant value-added taxes)before discounts,if any,are applied,including shipping charges paid byconsumers for orders placed on our mobile mini program,but excluding those charges paid byconsumers for orders placed on other third-party online delivery platforms;“Hong Kong”refers to the Hong

282、Kong Special Administrative Region of the PRC;“Public Company Share Incentive Plan”refers to our share-based awards scheme adopted inFebruary 2024;“Macau”refers to the Macao Special Administrative Region of the PRC;“monthly fully operational teahouses”refer to teahouses that have operated on each ca

283、lendar daythroughout a given calendar month;“registered members”refer to member accounts registered with our mobile mini program;“RMB”or“Renminbi”refers to the legal currency of the Peoples Republic of China;“shares”or“ordinary shares”refer to our Class A ordinary shares and Class B ordinary shares,

284、parvalue US$0.0001 per share;“Southern China”refers to Guangdong,Hainan and Fujian under our classification;“Southwestern China”refers to Yunnan,Guangxi,Guizhou,Sichuan and Chongqing under ourclassification;“US$,”“dollars”or“U.S.dollars”refers to the legal currency of the United States;and“U.S.GAAP”

285、refers to the accounting principles generally accepted in the United States of America.Unless otherwise noted,all translations from Renminbi to U.S.dollars and from U.S.dollars toRenminbi in this prospectus are made at RMB7.2993 to US$1.00,the exchange rate set forth in the H.10statistical release o

286、f the Federal Reserve Board on December 31 2024.We make no representation that anyRenminbi or U.S.dollar amounts could have been,or could be,converted into U.S.dollars or Renminbi,asthe case may be,at any particular rate,the rates stated below,or at all.This prospectus contains information derived f

287、rom various public sources and certain information froman industry report commissioned by us and prepared by iResearch,a third-party industry research firm,toprovide information regarding our industry and market position.Such information involves a number of 15TABLE OF CONTENTS assumptions and limit

288、ations,and you are cautioned not to give undue weight to these estimates.We have notindependently verified the accuracy or completeness of the data contained in these industry publications andreports.The industry in which we operate is subject to a high degree of uncertainty and risk due to varietyo

289、f factors,including those described in the“Risk Factors”section.These and other factors could causeresults to differ materially from those expressed in these publications and reports.16TABLE OF CONTENTS THE OFFERINGOffering price rangeWe currently estimate that the initial public offering price will

290、 bebetween US$26.0 and US$28.0 per ADS.ADSs offered by us14,683,991 ADSs(or 16,886,589 ADSs if the underwriters exercisetheir over-allotment option in full).The ADSsEach ADS represents one Class A ordinary share,par valueUS$0.0001 per share.The depositary will hold the Class A ordinaryshares underly

291、ing the ADSs through a custodian.You will haverights as provided in the deposit agreement.We do not expect to pay dividends in the foreseeable future.If,however,we declare dividends on our Class A ordinary shares,thedepositary will pay you the cash dividends and other distributions itreceives on our

292、 Class A ordinary shares,after deducting its fees andexpenses in accordance with the terms set forth in the depositagreement.You may turn in the ADSs to the depositary for cancellation andwithdrawal of our Class A ordinary shares.The depositary willcharge you fees for any cancellation.We may amend o

293、r terminate the deposit agreement without yourconsent.If you continue to hold the ADSs after an amendment to thedeposit agreement,you agree to be bound by the deposit agreementas amended.To better understand the terms of the ADSs,you should carefullyread the“Description of American Depositary Shares

294、”section ofthis prospectus.You should also read the deposit agreement,whichis filed as an exhibit to the registration statement that includes thisprospectus.Ordinary sharesWe will issue 14,683,991 Class A ordinary shares represented by theADSs in this offering(or 16,886,589 Class A ordinary shares i

295、f theunderwriters exercise their option to purchase additional ADSs infull).Our ordinary shares are divided into Class A ordinary shares andClass B ordinary shares.Holders of Class A ordinary shares andClass B ordinary shares have the same rights except for voting andconversion rights.Each Class A o

296、rdinary share is entitled to onevote and each Class B ordinary share is entitled to ten(10)votes.Each Class B ordinary share is convertible into one Class A ordinaryshare at any time by the holder thereof,while Class A ordinaryshares are not convertible into Class B ordinary shares under anycircumst

297、ances.Upon any sale,transfer,assignment or disposition ofany Class B ordinary share by a holder thereof to any non-affiliateof such holder,each of such Class B ordinary share will beautomatically and immediately converted into one Class A ordinaryshare.All options,regardless of grant dates,will enti

298、tle holders to theequivalent number of Class A ordinary shares once the vesting andexercising conditions on such share-based compensation awards aremet.See“Description of Share Capital.”17TABLE OF CONTENTS Ordinary shares issued andoutstanding immediately afterthis offering118,275,785 Class A ordina

299、ry shares,par value US$0.0001 per share(or 120,478,383 Class A ordinary shares if the underwriters exercisetheir option to purchase additional ADSs in full)and 65,274,107Class B ordinary shares,par value US$0.0001 per share.Over-allotment optionWe have granted the underwriters the right to purchase

300、up to anadditional 2,202,598 Class A ordinary shares from us within 30 daysof the date of this prospectus,to cover over-allotments,if any,inconnection with the offering.ListingWe intend to apply to list the ADSs representing our Class Aordinary shares on the Nasdaq Global Select Market,or Nasdaq,und

301、er the symbol“CHA”.Use of proceedsBased on the midpoint of the estimated initial public offering pricerange set forth on the front cover of this prospectus,we expect toreceive total estimated net proceeds from this offering ofapproximately US$362.0 million,or approximately US$417.3million if the und

302、erwriters exercise their option to purchaseadditional ADSs in full.We intend to use the net proceeds from theoffering for(i)expanding the network of teahouses in China andoverseas,(ii)brand building and marketing,(iii)investment intechnology to support business development and operations,(iv)develop

303、ing and innovating new products,(v)building overseassupply chain network,and(vi)for general corporate and workingcapital purposes.See“Use of Proceeds.”Lock-upWe,our directors,executive officers and existing shareholders haveagreed with the underwriters,without the prior written consent ofthe represe

304、ntatives,not to offer,pledge,sell,or dispose of anyshares of our share capital or securities convertible into orexchangeable or exercisable for any shares of our share capitalduring the 180-day period following the date of this prospectus.See“Shares Eligible for Future Sale”and“Underwriting”for more

305、information.Payment and settlementThe underwriters expect to deliver the ADSs against paymenttherefor through the facilities of The Depository Trust Company on,2025.DepositaryThe Bank of New York Mellon.TaxationFor Cayman Islands,PRC and U.S.federal income taxconsiderations with respect to the owner

306、ship and disposition of theADSs,see“Taxation.”Risk FactorsSee“Risk Factors”and other information included in thisprospectus for discussions of the risks relating to investing in theADSs.You should carefully consider these risks before deciding toinvest in the ADSs.Unless otherwise indicated,all info

307、rmation contained in this prospectus assumes no exercise of theoption granted to the underwriters to purchase up to 2,202,598 additional Class A ordinary shares to coverover-allotments,if any,in connection with the offering.18TABLE OF CONTENTS Unless otherwise indicated,the number of ordinary shares

308、 that will be issued and outstandingimmediately after this offering:The number of ordinary shares that will be issued and outstanding immediately after this offering:is based upon 168,865,901 ordinary shares on an as-converted basis issued and outstanding as of thedate of this prospectus;assumes no

309、exercise of the underwriters option to purchase additional ADSs representing Class Aordinary shares;excludes 11,092,248 Class A ordinary shares issuable upon the exercise of 11,092,248 share optionsgranted and are outstanding under our Public Company Share Incentive Plan as of the date of thisprospe

310、ctus;andexcludes 16,969,101 additional Class A ordinary shares reserved for future issuances pursuant toequity awards to be granted under our Public Company Share Incentive Plan as of the date of thisprospectus.See“ManagementEquity Incentive Plan”for more information about the Public Company ShareIn

311、centive Plan.19TABLE OF CONTENTS OUR SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATAThe following summary consolidated statements of operations data(other than U.S.dollar data)andsummary consolidated cash flow data(other than U.S.dollar data)for the years ended December 31,2022,2023 and 2024 and s

312、ummary consolidated balance sheet data(other than U.S.dollar data)as ofDecember 31,2023 and 2024 have been derived from our consolidated financial statements includedelsewhere in this prospectus.Our consolidated financial statements are prepared and presented in accordance with accountingprinciples

313、generally accepted in the United States of America,or U.S.GAAP.Our historical results are notnecessarily indicative of results expected for future periods.You should read this Summary ConsolidatedFinancial and Operating Data section together with our consolidated financial statements and the related

314、notes and“Managements Discussion and Analysis of Financial Condition and Results of Operations”included elsewhere in this prospectus.The following table presents our summary consolidated statements of operations for the yearspresented.For the Year Ended December 31,2022 2023 2024 RMB%RMB%RMB US$%(in

315、 thousands,except for percentages)Net revenues from franchised teahouses 410,261 83.4 4,395,908 94.7 11,632,374 1,593,629 93.8Net revenues from company-owned teahouses 81,392 16.6 244,263 5.3 773,208 105,929 6.2Total net revenues 491,653 100.0 4,640,171 100.0 12,405,582 1,699,558 100.0Cost of materi

316、als (291,230 (59.2 (2,462,387 (53.1 (6,012,922 (823,767 (48.4Company-owned teahouse operating costs (54,901 (11.2 (106,379 (2.3 (467,320 (64,023 (3.8Storage and logistics costs (12,453 (2.5 (99,867 (2.2 (243,822 (33,403 (2.0Other operating costs (75,775 (15.4 (272,773 (5.9 (572,621 (78,449 (4.6Sales

317、 and marketing expenses (73,605 (15.0 (261,563 (5.6 (1,108,911 (151,920 (8.9General and administrative expenses (99,530 (20.3 (363,099 (7.8 (1,113,387 (152,533 (9.0Total operating expenses (607,494 (123.6 (3,566,068 (76.9 (9,518,983 (1,304,095 (76.7(Loss)/income from operations (115,841 (23.6 1,074,

318、103 23.1 2,886,599 395,463 23.3Fair value change of forward contract related to Series B+preferred shares (105,483 (2.2 Financial income,net 1,915 0.4 17,016 0.4 37,306 5,111 0.3Others,net 1,546 0.3 20,691 0.4 118,193 16,192 1.0(Loss)/income before income tax (112,380 (22.9 1,006,327 21.7 3,042,098

319、416,766 24.6Income tax benefit/(expense)21,664 4.4 (203,761 (4.4 (527,507 (72,268 (4.3Net(loss)/income (90,716 (18.5 802,566 17.3 2,514,591 344,498 20.3The following table presents our summary consolidated balance sheet data as of the dates indicated.)As of December 31,2023 2024 RMB RMB US$(in thous

320、ands)Cash and cash equivalents 2,322,680 4,754,783 651,403Restricted cash 13,898 1,904Time deposits 100,000 100,000 13,700Accounts receivable,net 92,769 121,967 16,709Inventories 41,492 132,069 18,093Prepayments and other current assets 91,286 315,404 43,120Amounts due from related parties 1,547 212

321、Total current assets 2,648,227 5,439,668 745,231Total non-current assets 294,929 1,156,438 158,431Total assets 2,943,156 6,596,106 903,662 20TABLE OF CONTENTS As of December 31,2023 2024 RMB RMB US$(in thousands)Total current liabilities 1,454,904 2,297,928 314,814Total non-current liabilities 192,3

322、30 609,923 83,558Total liabilities 1,647,234 2,907,851 398,372Total mezzanine equity 885,780 933,780 127,927Total shareholders equity 410,142 2,754,475 377,363Total liabilities,mezzanine equity and shareholders equity 2,943,156 6,596,106 903,662The following table presents our summary consolidated c

323、ash flow data for the years presented.For the Year Ended December 31,2022 2023 2024 RMB RMB RMB US$(in thousands)Net cash provided by operating activities 43,034 1,933,607 2,837,656 388,756Net cash used in investing activities (10,982 (146,711 (229,479 (31,438Net cash(used in)/provided by financing

324、activities (33 344,197 (173,932 (23,828Effect of exchange rate changes on cash and cash equivalents andrestricted cash (9,159 11,756 1,611Net increase in cash and cash equivalents and restricted cash 32,019 2,121,934 2,446,001 335,101Cash and cash equivalents at the beginning of the year 168,727 200

325、,746 2,322,680 318,206Cash and cash equivalents and restricted cash at the end of theyear 200,746 2,322,680 4,768,681 653,307Selected Unaudited Quarterly Results of OperationsThe following table sets forth our unaudited consolidated quarterly results of operations data for theperiods indicated.You s

326、hould read the following table in conjunction with our consolidated financialstatements and related notes included elsewhere in this prospectus.We have prepared the unauditedconsolidated quarterly financial information on the same basis as our annual consolidated financialstatements.The unaudited co

327、nsolidated quarterly financial information includes all adjustments,consisting)only of normal and recurring adjustments,that we consider necessary for a fair statement of our operatingresults for the quarters presented.See“Managements Discussion and Analysis of Financial Condition andResults of Oper

328、ationsResults of OperationsSelected Quarterly Results of Operations.”21TABLE OF CONTENTS Three Months Ended March 31,2022 June 30,2022 September 30,2022 December 31,2022 March 31,2023 June 30,2023 September 30,2023 December 31,2023 March 31,2024 June 30,2024 September 30,2024 December 31,2024 RMB RM

329、B RMB RMB RMB RMB RMB RMB RMB RMB RMB RMB (in thousands)Net revenues fromfranchisedteahouses 45,033 57,732 121,356 186,140 376,680 682,494 1,370,224 1,966,510 2,389,684 2,847,801 3,299,023 3,095,866Net revenues fromcompany-ownedteahouses 9,790 16,158 25,951 29,493 40,347 49,891 73,487 80,538 116,887

330、 175,536 242,225 238,560Total net revenues 54,823 73,890 147,307 215,633 417,027 732,385 1,443,711 2,047,048 2,506,571 3,023,337 3,541,248 3,334,426Cost of materials (36,673 (46,566 (84,538 (123,453 (229,122 (403,068 (758,349 (1,071,848 (1,267,822 (1,499,190 (1,698,050 (1,547,860Company-ownedteahous

331、e operatingcosts (8,583 (12,176 (16,463 (17,679 (17,089 (21,711 (28,997 (38,582 (58,166 (106,531 (139,377 (163,246Storage and logisticscosts (2,128 (2,056 (3,467 (4,802 (9,868 (16,352 (28,962 (44,685 (48,418 (61,639 (67,282 (66,483Other operatingcosts (16,460 (18,401 (18,319 (22,595 (28,784 (44,252

332、(89,023 (110,714 (96,009 (127,529 (166,696 (182,387Sales and marketingexpenses (14,393 (17,741 (19,265 (22,206 (19,794 (39,660 (85,023 (117,086 (112,540 (249,028 (351,687 (395,656General andadministrativeexpenses (24,198 (22,708 (25,003 (27,621 (32,230 (55,987 (87,041 (187,841 (217,673 (235,497 (323

333、,906 (336,311Total operatingexpenses (102,435 (119,648 (167,055 (218,356 (336,887 (581,030 (1,077,395 (1,570,756 (1,800,628 (2,279,414 (2,746,998 (2,691,943(Loss)/income fromoperations (47,612 (45,758 (19,748 (2,723 80,140 151,355 366,316 476,292 705,943 743,923 794,250 642,483Fair value change offorward contractrelated to Series B+preferredshares (105,483 Financial income/(expense),net 826 668 20