{"url_path":"/sec/xch/10-k/2026/item-12","section_key":"item-12","section_title":"Item 12 DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1979887/0001193125-26-182198-index.html","accession_number":"0001193125-26-182198","cik":"0001979887","ticker":"XCH","issuer_name":"XCHG Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1979887/0001193125-26-182198-index.html","primary_entity_key":"0001979887","primary_entity_name":"XCHG Ltd"},"word_count":915,"has_tables":true,"body_markdown":"## ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES\n\n12.A. Debt Securities\n\nNot applicable.\n\n12.B. Warrants and Rights\n\nNot applicable.\n\n12.C. Other Securities\n\nNot applicable.\n\n91\n\n \n\n12.D. American Depositary Shares\n\nFees and Expenses\n\nInformation regarding the fees and charges that a holder of ADSs may have to pay, either directly or indirectly, and the fees and other direct and indirect payments made by the depositary to the Company, is set forth below.\n\n \n\nPersons depositing or withdrawing ordinary shares or ADS holders must pay:\n\nFor:\n\nUS$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)\n\nIssuance of the ADSs, including issuances resulting from a distribution of shares or rights or other property\n\nCancelation of the ADSs for the purpose of withdrawal, including if the deposit agreement terminates\n\nUS$0.05 (or less) per ADS\n\nAny cash distribution to ADS holders\n\nA fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of the ADSs\n\nDistribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders\n\nUS$0.05 (or less) per ADS per calendar year\n\nDepositary services\n\nRegistration or transfer fees\n\nTransfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares\n\nExpenses of the depositary\n\nCable (including SWIFT) and facsimile transmissions (when expressly provided in the deposit agreement)\n\nTaxes and other governmental charges the depositary or the custodian has to pay on any ADSs or shares underlying the ADSs, such as stock transfer taxes, stamp duty or withholding taxes\n\nAs necessary\n\nAny charges incurred by the depositary or its agents for servicing the deposited securities\n\nAs necessary\n\n \n\nThe depositary collects its fees for delivery and surrender of the ADSs directly from investors depositing shares or surrendering the ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may collect any of its fees by deduction from any cash distribution payable (or by selling a portion of securities or other property distributable) to ADS holders that are obligated to pay those fees. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.\n\nFrom time to time, the depositary may make payments to us to reimburse us for costs and expenses generally arising out of establishment and maintenance of the ADS program, waive fees and expenses for services provided to us by the depositary or share revenue from the fees collected from ADS holders. In performing its duties under the deposit agreement, the depositary may use brokers, dealers, foreign currency dealers or other service providers that are owned by or affiliated with the depositary and that may earn or share fees, spreads or commissions.\n\nThe depositary may convert currency itself or through any of its affiliates, or the custodian or we may convert currency and pay U.S. dollars to the depositary. Where the depositary converts currency itself or through any of its affiliates, the depositary, acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it will retain for its own account.\n\nThe revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under the deposit agreement and the rate that the depositary or its affiliate receives when buying or selling foreign currency for its own account. The depositary makes no representation that the exchange rate used or obtained by it or its affiliate in any currency conversion under the deposit agreement will be the most favorable rate that could be obtained at the time or that the method by which that rate will be determined will be the most favorable to ADS holders, subject to the depositary’s obligation to act without negligence or bad faith. The methodology used to determine exchange rates used in currency conversions made by the depositary is available upon request. Where the custodian converts currency, the custodian has no obligation to obtain the most favorable rate that could be obtained at the time or to ensure that the method by which that rate will be determined will be the most favorable to ADS holders, and the depositary makes no representation that the rate is the most favorable rate and will not be liable for any direct or indirect losses associated with the rate. In certain instances, the depositary may receive dividends or other distributions from us in U.S. dollars that represent the proceeds of a conversion of foreign currency or translation from foreign currency at a rate that was obtained or determined by us and, in such cases, the depositary will not engage in, or be responsible for, any foreign currency transactions and neither it nor we make any\n\n92\n\n \n\nrepresentation that the rate obtained or determined by us is the most favorable rate and neither it nor we will be liable for any direct or indirect losses associated with the rate.\n\n93\n\n \n\n# PART II"}