{"url_path":"/sec/ccgww/10-k/2026/item-7","section_key":"item-7","section_title":"Item 7 MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1965473/0001493152-26-019130-index.html","accession_number":"0001493152-26-019130","cik":"0001965473","ticker":"CCG","issuer_name":"Cheche Group Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1965473/0001493152-26-019130-index.html","primary_entity_key":"0001965473","primary_entity_name":"Cheche Group Inc."},"word_count":1798,"has_tables":true,"body_markdown":"**ITEM\n7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS**\n\n \n\n**A.\nMajor Shareholders**\n\n \n\nThe\nfollowing table sets forth information relating to the beneficial ownership of our Ordinary Shares as of the date of this annual report\nby:\n\n \n\n \n●\neach\nperson, or group of affiliated persons, known by us to beneficially own 5% or more of outstanding ordinary shares;\n\n \n\n \n●\neach\nof our directors;\n\n \n\n \n●\neach\nof our named executive officers; and\n\n \n\n \n●\nall\nof our directors and executive officers as a group.\n\n \n\nBeneficial\nownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to, or the power\nto receive the economic benefit of ownership of, the securities. In computing the number of shares beneficially owned by a person and\nthe percentage ownership of that person, shares that the person has the right to acquire within 60 days are included, including through\nthe exercise of any option or other right or the conversion of any other security. However, these shares are not included in the computation\nof the percentage ownership of any other person.\n\n \n\nThe\npercentage of our Ordinary Shares beneficially owned by the parties listed below is calculated based on 83,021,561 Ordinary Shares\nissued and outstanding the date of this annual report (excluding 709,432 Class A Ordinary Shares held in treasury), consisting of (1) 64,425,057 Class A Ordinary Shares, and (2) 18,596,504 Class B Ordinary Shares, and does not include 10,608,609 Class A Ordinary Shares\nissuable upon the exercise of the Warrants and the Innoven Warrants. ****\n\n \n\n147\n\n \n\n \n\nBeneficial\nOwners \nNumber\nof\nClass A\nOrdinary\nShares \nNumber\nof\nClass B\nOrdinary\nShares \nPercentage\n\nof\nall Ordinary\nShares  \nVoting\n\nPower \n\n5% shareholders: \n   \n   \n    \n   \n\nHugou Inc. (1) \n - \n 18,596,504 \n 22.4% \n 46.4%\n\nCicw Holdings Limited (2) \n 7,615,380 \n - \n 9.2% \n 6.3%\n\nBeijing Zhongyun Ronghui Investment Center, LLP (3) \n 4,569,556 \n - \n 5.5% \n 3.8%\n\nLIAN JIA ENTERPRISES LIMITED (4) \n \n4,716,378\n \n - \n 5.7% \n 3.9%\n\nEntities affiliated with Tencent Holdings Ltd (5) \n 11,172,000 \n - \n 13.5% \n 9.3%\n\nDirectors\nand Executive Officers \n   \n   \n    \n   \n\nLei Zhang \n 17,500 \n 18,596,504 \n 22.4% \n 46.4%\n\nWenting Ji \n * \n - \n *  \n * \n\nYanjun Liu \n * \n - \n *  \n * \n\nJianxiang Zhou \n 2,733,917 \n - \n 3.3% \n 2.3%\n\nTing Lin \n - \n - \n -  \n - \n\nHuichuan Ren \n - \n - \n -  \n - \n\nShengwen Rong \n * \n - \n *  \n * \n\nLiqun Li \n * \n - \n *  \n * \n\nXiufang Li \n * \n - \n *  \n * \n\nAll directors and executive\nofficers as a group \n 2,806,658 \n 18,596,504 \n 25.8%\n  48.7%\n\n \n\n*\nrepresenting\nshareholding less than 1.0%\n\n \n\n†\nExcept\nas indicated otherwise below, the business address of our directors and executive officers is 8/F, Desheng Hopson Fortune Plaza,\n13-1 Deshengmenwai Avenue Xicheng District, Beijing 100088, China.\n\n \n\n(1)\nRepresent\n18,596,50 Class B Ordinary Shares directly held by Hugou Inc., a company incorporated in the British Virgin Islands, which is wholly\nowned by EL Capitan Inc., a company incorporated in the British Virgin Islands. GIL Trust Limited is the sole shareholder of EL Capitan\nInc., and acts as the trustee for Teton Trust. Mr. Lei Zhang is the settlor and investment advisor of Teton Trust, and therefore is deemed\nto have the sole voting and dispositive power over the 18,596,504 Class B Ordinary Shares directly held by Hugou Inc. Hugou Inc. acquired\nthe 18,596,504 Class B Ordinary Shares from Mutong Holding Limited (which is wholly owned by Lei Zhang) in October 2024 for no consideration.\nThe registered address of Hugou Inc. is Craigmuir Chambers, Tortola, Road Town VG1110, British Virgin Islands.\n\n \n\n(2)\nRepresent\n7,615,380 Class A Ordinary Shares held by Cicw Holdings Limited, a company incorporated under the laws of the British Virgin Islands,\naccording to a Schedule 13G filed on October 26, 2023. The registered address of Cicw Holdings Limited is Craigmuir Chambers, Road Town,\nTortola, VG 1110, British Virgin Islands. Cicw Holdings Limited is controlled by Feng Zhang, a director of the VIE. The business address\nof Feng Zhang is 8/F, Desheng Hopson Fortune Plaza, 13-1 Deshengmenwai Avenue Xicheng District, Beijing 100088, China.\n\n \n\n148\n\n \n\n \n\n(3)\nRepresent 4,979,556 Class A Ordinary Shares held by Beijing Zhongyun Ronghui\nInvestment Center, LLP, a limited liability partnership organized incorporated under the laws of the PRC, according to a Schedule 13G\nfiled on October 25, 2023. The address of Beijing Zhongyun Ronghui Investment Center, LLP is Room 507, Unit 2, 5th Floor, Building 1,\nNo. 19 Xianlongshan Road, Haidian District, Beijing, China. Beijing Zhongyun Ronghui Investment Center, LLP’s general partner is\nBeijing Tianyun Ronghui Management Co., Ltd., which is ultimately controlled by Suning Tian.\n\n \n\n(4)\nRepresent\n4,727,780 Class A Ordinary Shares held by LIAN JIA ENTERPRISES LIMITED, a company incorporated under the laws of the British Virgin Islands,\naccording to a Schedule 13G filed on February 20, 2024. The registered address of LIAN JIA ENTERPRISES LIMITED is OMC Chambers, Wickhams\nCay 1, Road Town, Tortola, British Virgin Islands. LIAN JIA ENTERPRISES LIMITED is wholly owned by Industrial and Financial (HK) Investment\nLimited, which is an indirect wholly-owned subsidiary of China CITIC Financial Asset Management Co, Ltd. (previously known as China Huarong\nAsset Management Co., Ltd.). The business address of China CITIC Financial Asset Management Co, Ltd. is No. 8 Financial Street, Xicheng\nDistrict, Beijing, China.\n\n \n\n(5)\nRepresents\nthe sum of (i) 8,937,600 Class A Ordinary Shares issued to Image Frame Investment (HK) Limited and (ii) 2,234,400 Class A Ordinary Shares\nissued to TPP Fund II Holding F Limited. Image Frame Investment (HK) Limited is a company incorporated under the laws of Hong Kong, and\nits address is 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong. TPP Fund II Holding F Limited is incorporated\nunder the laws of Cayman Islands, and its registered address is Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman,\nKY1-1104, Cayman Islands. Image Frame Investment (HK) Limited and TPP Fund II Holding F Limited are ultimately controlled by Tencent\nHoldings Limited. The business address of Tencent Holding Limited is 29/F., Three Pacific Place No. 1 Queen’s Road East Wanchai,\nHong Kong.\n\n \n\nTo\nour knowledge, as of the date of this annual report, 53,673,821 of our Class A ordinary shares are held by three record holders in the\nUnited States, representing approximately 77.7% of our total outstanding Ordinary Shares on an as converted basis. None of our shareholders\nhas informed us that it is affiliated with a registered broker-dealer or is in the business of underwriting securities. We are not aware\nof any arrangement that may, at a subsequent date, result in a change of control of our company.\n\n \n\n**B.\nRelated Party Transactions**\n\n \n\n**Employment\nAgreements and Indemnification Agreements**\n\n \n\nSee\n“Item 6. Directors, Senior Management and Employees—B. Compensation—Employment Agreements and Indemnification Agreements.”\n\n \n\n**Share\nIncentive Plans**\n\n \n\nSee\n“Item 6. Directors, Senior Management and Employees—B. Compensation—2019 Equity Incentive Plan” and “—B.\nCompensation—2023 Equity Incentive Plan.”\n\n \n\n**Contractual\nArrangements with the VIE and its Shareholders**\n\n \n\nSee\n“Item 4. Information on the Company—C. Organizational Structure—Contractual Arrangements with the VIE and its Shareholders.”\n\n \n\n149\n\n \n\n \n\n**Other\nRelated Party Transactions**\n\n \n\nThe\nfollowing table set forth related parties transaction entered into by us during the period indicated.\n\n \n\n  \nYear\nended December 31, \n\n  \n2023  \n2024  \n2025 \n\n  \n(RMB in\nthousands) \n\nRepayment of borrowings\nfrom related party \n   \n   \n  \n\nFanhua Group(1) \n (12,610) \n (10,000) \n - \n\n \n\n  \n\n**As of December 31,**\n\n \n\nBalances with related party \n2024  \n2025 \n\n  \n(RMB in thousands) \n\nAmounts due to related party \n    \n   \n\nFanhua Group \n 45,811  \n 50,626 \n\n \n\nNotes:\n\n \n\n(1)\nThe\namount due to Fanhua Group represents a convertible loan in the principal amount of RMB130.0 million to Fanhua Group with an annual interest\nrate of 10% on October 26, 2017. In 2021, we repaid the aggregated principal amount of RMB6.3 million to Fanhua Group. In 2023, we repaid\nthe aggregated amount of RMB12.6 million to Fanhua Group. In 2024, we repaid the aggregated principal of RMB10.0 million to Fanhua Group.\nAs of December 31, 2025, the balance of the corporate borrowings from Fanhua Group was RMB50.6 million.\n\n \n\n*Related\nparty transactions with Fanhua Group*\n\n \n\nWe\nissued a convertible loan in the principal amount of RMB130.0 million to Fanhua Group with an annual interest rate of 10% (the “Convertible\nLoan”) on October 26, 2017. The due date of the Convertible Loan is October 26, 2020. Pursuant to the Convertible Loan agreement,\nthe entire or any portion of the Convertible Loan can be converted into ordinary shares of the Company. On October 10, 2019, Fanhua Group\nconverted the RMB80.0 million in the principal amount of the Convertible Loan and its accrued interests of RMB14.1 million into an aggregate\nof 28,684,255 ordinary shares of the Company, at a conversion price of US$0.4766 per share. On the same date, Fanhua Group gave up its\nconversion right for the remaining balance of the Convertible Loan in accordance with a Convertible Loan Payment Plan Agreement entered\nby these two parties (the “Payment Plan Agreement”). Upon the conversion, Fanhua Group held 3.4% equity interest in us. In\nOctober 2020, we entered into a supplemental agreement to the Payment Plan Agreement with Fanhua Group to extend the remaining principal\nbalance in the Convertible Loan of RMB50.0 million and corresponding interest of RMB15.0 million as additional principal to October 26,\n2022 (the “Corporate Borrowings”). An amount of RMB10 million of the aggregated principal amount of RMB65 million with an\nannual interest rate of 10% was due on January 10, 2021 and the remaining of RMB55.0 million was due on October 26, 2022.\n\n \n\nIn\n2021, we repaid the aggregated principal amount of RMB6.3 million to Fanhua Group. In October 2022, the Group entered into another supplemental\nagreement to the Payment Plan Agreement with Fanhua Group to extend the remaining balance of the Corporate Borrowings to October 26,\n2024, which caused the presentation of the borrowing reclassified from current liabilities to non-current liabilities. None of the other\nterms of the Corporate Borrowings had changed in the supplemental agreement.\n\n \n\nIn\n2023, we repaid the aggregated amount of RMB12.6 million to Fanhua Group. As of December 31, 2023, the balance of the Corporate Borrowings\nwas RMB55.3 million, and the remaining balance of the Corporate Borrowings will be mature on October 26, 2024, which caused the presentation\nof the borrowing reclassified from non-current liabilities to current liabilities.\n\n \n\nIn\n2024, we repaid the aggregated principal of RMB10.0 million to Fanhua Group. As of December 31, 2024, the balance of the Corporate Borrowings\nfrom Fanhua Group was RMB45.8 million. In August 2024, we entered into another supplemental agreement to the Payment Plan Agreement with\nFanhua Group to extend the remaining balance of the Corporate Borrowings from Fanhua Group to October 26, 2026, which caused the presentation\nof the borrowing reclassified from current liabilities to non-current liabilities. None of the other terms of the Corporate Borrowings\nfrom Fanhua Group had changed in the supplemental agreement.\n\n \n\nAs of December 31, 2025, the balance\nof the Corporate Borrowings from Fanhua Group was RMB50.6 million, and the remaining balance of the Corporate Borrowings from Fanhua Group\nwill be mature on October 26, 2026, which caused the presentation of the borrowing reclassified from non-current liabilities to current\nliabilities.\n\n \n\n**C.\nInterests of Experts and Counsel**\n\n \n\nNot\napplicable.\n\n \n\n150"}