{"url_path":"/sec/xch/10-k/2026/item-6","section_key":"item-6","section_title":"Item 6 DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES","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":6624,"has_tables":true,"body_markdown":"## ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES\n\n6.A. Directors and Senior Management\n\nThe following table provides information regarding our directors and executive officers as of the date of this annual report.\n\n \n\nDirectors and Executive Officers\n\nAge\n\nPosition/Title\n\nYifei Hou\n\n38\n\nChief Executive Officer and Director\n\nJoel Adalberto Gallo\n\n53\n\nChief Financial Officer\n\nAatish V Patel\n\n30\n\nPresident\n\nAlexander Jacob Urist\n\n33\n\nVice President\n\nAlbina Iljasov\n\n36\n\nHead of Europe\n\nJavier Lázaro\n\n35\n\nHead of Sales Europe\n\nRui Ding\n\n39\n\nChairman, Chief Technology Officer\n\nRodney James Huey\n\n82\n\nIndependent Director\n\nAlberto Méndez Rebollo\n\n48\n\nIndependent Director\n\n \n\nYifei Hou has served as our director and chief executive officer since May 2015. From June 2014 to September 2015, Mr. Hou served as project manager at Tesla APAC. Mr. Hou graduated from the University of Toronto with a bachelor’s degree.\n\n \n\nJoel Adalberto Gallo has served as our chief financial officer since September 2025. Prior to joining our company, Mr. Gallo served as the chief financial officer of HD EDU from February 2023 to August 2025. Prior to that, he was the chief financial officer of CoinTiger from July 2022 to January 2023. Prior to that role, Mr. Gallo was the chief financial officer of ETAO International Group from March 2021 to May 2022, and the chief executive officer of Columbia China League Business Advisory Co. from November 2019 to February 2021. From April 2013 to October 2019, Mr. Gallo served as co-founder and principal of GLS Group LLC, responsible for providing management consulting services to financial sector firms. Mr. Gallo is an adjunct professor at New York University and Shanghai University of Finance and Economics. He received a B.A in finance from Binghamton University, a M.A. in international relations from Tufts University and an M.P.A. from Columbia University.\n\nAatish V Patel joined our company in May 2022 and currently serves as our president responsible for our business operation and management in the United States. Prior to joining our company, Mr. Patel worked as an operations program manager at Desktop Metal from October 2021 to April 2022. From September 2021 to October 2021, Mr. Patel worked as a supply chain consultant at Deloitte. Prior to that, Mr. Patel worked at Formlabs Inc from October 2019 to August 2021, during which period he worked as a global sourcing engineer. From August 2018 to September 2019, Mr. Patel worked as a project engineer at Fellowes Brands. Mr. Patel holds a bachelor of science degree in mechanical engineering from New York University and a master of liberal arts degree in management from Harvard University.\n\nAlexander Jacob Urist joined our company in May 2022 and currently serves as our vice president responsible for the company’s marketing. Prior to joining our company, Mr. Urist worked as the head of business development at SupChina Inc. from September 2018 to May 2022. From October 2016 to September 2018, Mr. Urist worked as an associate in business development at Magellan Research Group. Prior to that, Mr. Urist worked at Ascension Capital Group from May 2015 to July 2016, during which period he worked as a director in transactions. Mr. Urist holds a bachelor of arts degree in mandarin and economics from Kenyon College.\n\nAlbina Iljasov joined our company in September 2021 and currently serves as our head of Europe, responsible for business operations and growth in the European market. Prior to this role, Ms. Iljasov served as head of sales and business development – Europe. Before joining our company, Ms. Iljasov worked as a business development manager for the DACH region at EVBox from February 2020 to September 2021. From May 2018 to February 2020, Ms. Iljasov worked in regional sales at E.ON Drive, the e-mobility unit of E.ON.\n\n65\n\n \n\nJavier Lázaro joined our company in 2021 and currently serves as our Head of Sales Europe, responsible for driving commercial strategy and business development across the European market. Prior to joining our company, Mr. Lázaro worked at EVBox from 2018 to 2021, during which period he served as Sales Manager for Southern Europe. From 2017 to 2018, Mr. Lázaro worked at Alstom, where he held the position of Bid Cost manager. Mr. Lázaro holds both a Bachelor of Science and a Master of Science degree in industrial engineering with a focus in economics and management from the Universidad Politécnica de Madrid.\n\nRui Ding has served as our director and our chief technology officer since May 2015. From November 2013 to September 2015, Mr. Ding served as project manager at Tesla APAC. Mr. Ding graduated from Beijing Jiaotong University and received his bachelor’s degree there.\n\nRodney James Huey has served as our director since September 2024. Mr. Huey has served as chairman of FutureProof Financial Group Limited since 2019, and chairman of Actcelerate International Group Ltd (NSX: ACT) since 2017. Mr. Huey obtained his Bachelor’s degree of Science with Honours, and specialisation in Financial Services, from University of Manchester (U.K.).\n\nAlberto Méndez Rebollo has served as our director since September 2024. Mr. Rebollo has served as chief executive officer of Plexigrid since 2022 and served as chief procurement officer of Vattenfall from 2015 to 2022. Mr. Rebollo also served as chair and board member in several subsidiaries of Vattenfall AB from 2010 to 2021. Mr. Rebollo obtained his bachelor’s degree from University of Oviedo.\n\n6.B. Compensation\n\nFor the fiscal year ended December 31, 2025, we paid an aggregate of US$1.0 million in cash to our executive officers, and we paid an aggregate of US$0.2 million cash compensation to our non-executive directors. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers. Our PRC subsidiaries are required by law to make contributions equal to certain percentages of each employee’s salary for his or her pension insurance, medical insurance, unemployment insurance and other statutory benefits and a housing provident fund. For equity incentive grants to our directors and executive officers, see “—Share Incentive Plans.”\n\nEmployment Agreements and Indemnification Agreements\n\nWe have entered into employment agreements with each of our executive officers. Each of our executive officers is employed for a specified time period, which can be renewed upon both parties’ agreement before the end of the current employment term. We may terminate an executive officer’s employment for cause at any time without advance notice in certain events. We may terminate an executive officer’s employment by giving a prior written notice or by paying certain compensation. An executive officer may terminate his or her employment at any time by giving a prior written notice.\n\nEach executive officer has agreed to hold, unless expressly consented to by us, at all times during and after the termination of his or her employment agreement, in strict confidence and not to use, any of our confidential information or the confidential information of our customers and suppliers. In addition, each executive officer has agreed to be bound by certain non-competition and non-solicitation restrictions during the term of his or her employment and for two years following the last date of employment.\n\nWe have also entered into indemnification agreements with each of our directors and executive officers. Under these agreements, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company.\n\nShare Incentive Plans\n\n2023 Share Incentive Plan II\n\nWe adopted the 2023 Share Incentive Plan II (the “2023 Share Plan II”), in August 2023. The purposes and the terms of the 2023 Share Plan II were substantially the same as those of the 2023 Share Incentive Plan, as in effect prior to its termination effective as of March 9, 2026.\n\nUnder the 2023 Share Plan II, the maximum aggregate number of ordinary shares we were authorized to issue pursuant to equity awards granted thereunder is 445,198,950. As of March 9, 2026, 347,515,344 of the share awards for the 445,198,950 ordinary shares have been granted and 6,454,200 ordinary shares have been forfeited pursuant to the 2023 Share Plan II.\n\n66\n\n \n\nEffective as of March 9, 2026, we terminated the 2023 Share Plan II and ceased making awards thereunder. All awards previously granted under the 2023 Share Plan II remain outstanding and continue to be governed by its terms and applicable award agreements.\n\nThe following paragraphs summarize the terms of the 2023 Share Plan II, as in effect prior to its termination effective as of March 9, 2026:\n\nPlan Administration. The 2023 Share Plan II was administered by the board of directors of the company (the “Board”) or a person appointed by the Board.\n\nTypes of Awards. The 2023 Share Plan II permitted the awards of restricted share units.\n\nEligibility. Persons eligible to participate in the 2023 Share Plan II included (i) full-time employees of the company, its parents, subsidiaries and any person in or of which the company or a subsidiary holds a substantial economic interest or possesses the power to direct the management policies directly or indirectly (the “Group Member”), who were senior management or key employees as determined by the administrator of the 2023 Share Plan II; and (ii) directors and any person (other than an employee or a director) who was engaged by a Group Member to render consulting or advisory services to a Group Member, such as consultants.\n\nTerm of Awards. Each award under the 2023 Share Plan II was evidenced by award agreements that set forth the conditions and limitations for each award which may include the grant of awards, vesting schedule, termination, vesting procedures, and other terms of the awards.\n\nDuration, Amendment and Termination. The 2023 Share Plan II was to remain in effect for a term of ten (10) years from the effective date. The Board had the authority to terminate, amend or modify the 2023 Share Plan II; provided, however, that (a) to the extent necessary and desirable to comply with applicable laws or stock exchange rules, the company shall obtain shareholder approval of any amendment in such a manner and to such a degree as required, and (b) shareholder approval was required for any amendment to the 2023 Share Plan II that (i) increased the number of shares available under the 2023 Share Plan II (other than any adjustment related to changes in capital structure), (ii) resulted in a material increase in benefits or a change in eligibility requirements. Except as provided in the 2023 Share Plan II or any award agreements, no amendment, modification, suspension or termination of the 2023 Share Plan II would, without the consent of the grantee, impair any rights or obligations under any award theretofore granted.\n\nTransfer Restrictions. Unless otherwise determined by the administrator and so provided in the applicable award agreements, no awards and any interest therein could be sold, pledged, assigned, transferred or disposed of in any manner other than by will or the laws of descent and distribution, or pursuant to domestic relations order, and were not subject to execution, attachment or similar process. In the event that the administrator in its sole and absolute discretion made an award transferable, the transferability was subject to all requirements under the applicable laws or stock exchange rules.\n\nChange in Control. Following a change in control, the Board may generally determine, (i) whether the remaining unvested awards could vest and the period within which such awards shall vest, (ii) to cancel and exchange such awards for an amount of cash equal to the amount that could have been attained upon the vesting of such award, or (iii) to have outstanding awards assumed, converted or replaced by the surviving or successor entity, with appropriate adjustments. If the value of an award that is terminated in connection with a change in control is zero or negative at the time of such change in control, the Board may terminate an award without payment of consideration.\n\nEffective as of March 9, 2026, we terminated the 2023 Share Plan II and ceased making awards thereunder. All awards previously granted under the 2023 Share Plan II remain outstanding and continue to be governed by its terms and applicable award agreements.\n\n2025 Share Incentive Plan\n\nWe adopted the 2025 Share Incentive Plan (the “2025 Share Plan”) in April 2025. The purposes and the terms of the 2025 Share Plan were substantially the same as those of the 2023 Share Plan II, as in effect prior to its termination effective as of March 9, 2026.\n\nUnder the 2025 Share Plan, the maximum aggregate number of ordinary shares we were authorized to issue pursuant to equity awards granted thereunder is 445,198,950. As of March 9, 2026, 445,198,950 of the share awards for the 445,198,950 ordinary shares have been granted pursuant to the 2025 Share Plan.\n\n67\n\n \n\nEffective as of March 9, 2026, we terminated the 2025 Share Plan and ceased making awards thereunder. All awards previously granted under the 2025 Share Plan remain outstanding and continue to be governed by its terms and applicable award agreements.\n\n2026 Share Incentive Plan\n\nWe adopted the 2026 Share Incentive Plan II (the “2026 Share Plan”) in March 2026. The purposes and the terms of the 2026 Share Plan are substantially the same as those of the 2023 Share Plan II and the 2025 Share Plan, as in effect prior to their termination effective as of March 9, 2026.\n\nUnder the 2026 Share Plan, the maximum aggregate number of ordinary shares we are authorized to issue pursuant to equity awards granted thereunder is 1,492,028,626. As of March 31, 2026, 1,600,000 of the share awards for the 1,492,028,626 ordinary shares have been granted pursuant to the 2026 Share Plan.\n\nThe following table summarizes, as of December 31, 2025, the number of ordinary shares underlying RSUs granted during the year ended December 31, 2025 to our directors and executive officers.\n\n \n\n \n\nClass A Ordinary\nShares Underlying\nShare Awards Granted\n\n \n\nExercise Price\n(US$ per share)\n\n \n\nDate of Grant\n\n \n\nDate of\nExpiration\n\nYifei Hou\n\n \n\n335,962,107\n\n \n\nN/A(1)\n\n \n\nJuly 2025\n\n \n\nN/A\n\nJoel Adalberto Gallo\n\n \n\n4,000,000\n\n \n\nN/A(1)\n\n \n\nAugust 2025\n\n \n\nN/A\n\nAatish V Patel\n\n \n\n20,775,960\n\n \n\nN/A(1)\n\n \n\nAugust 2025\n\n \n\nN/A\n\nRui Ding\n\n \n\n187,541,724\n\n \n\nN/A(1)\n\n \n\nJuly 2025\n\n \n\nN/A\n\n \n\n(1)\nNo exercise price with respect to restricted share units held by such individual(s).\n\n6.C. Board Practices\n\nBoard of Directors\n\nOur board of directors consists of four directors, including two independent directors, namely Rodney James Huey and Alberto Méndez Rebollo. A director is not required to hold any shares in our company to qualify to serve as a director. The Corporate Governance Rules of the Nasdaq generally require that a majority of an issuer’s board of directors must consist of independent directors. However, the Corporate Governance Rules of the Nasdaq permit foreign private issuers like us to follow “home country practices” for certain corporate governance matters. Mr. Yifei Hou controls a majority of our total voting power, and as such, we are a “controlled company” as defined under the Nasdaq rules. For so long as we remain a controlled company under that definition, we are also permitted to elect to rely on certain exemptions from corporate governance rules. Currently, we do not utilize the exemptions available for controlled companies, but rely on the exemption available for foreign private issuers to follow our home country governance practices instead. We rely on the “home country practice” exemptions from the requirement that a majority of our board of directors must be independent directors, the requirement that the audit committee be composed of at least three members and the requirement that our board of directors have a compensation committee and nominating and corporate governance committee composed entirely of independent directors.\n\nA director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with our company is required to declare the nature of his or her interest at a meeting of our directors. A general notice given to the directors by any director to the effect that he or she is a member, shareholder, director, partner, officer or employee of any specified company or firm and is to be regarded as interested in any contract or transaction with that company or firm shall be deemed a sufficient declaration of interest for the purposes of voting on a resolution in respect to a contract or transaction in which he/she has an interest, and after such general notice it shall not be necessary to give special notice relating to any particular transaction. A director may vote in respect of any contract or proposed contract or arrangement notwithstanding that he/she may be interested therein and if he/she does so, his/her vote shall be counted and he/she may be counted in the quorum at any meeting of the directors at which any such contract or proposed contract or arrangement is considered. Our board of directors may exercise all of the powers of our company to borrow money, to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and to issue debentures, debenture stock or other securities whenever money is borrowed or as security for any debt, liability or obligation of our company or of any third party. None of our directors has a service contract with us that provides for benefits upon termination of service as a director.\n\nCommittees of the Board of Directors\n\nWe have established an audit committee, a compensation committee and a nominating and corporate governance committee under\n\n68\n\n \n\nour board of directors and have adopted a charter for each of the three committees. Each committee’s members and functions are described below.\n\nAudit Committee. Our audit committee consists of Rodney James Huey and Alberto Méndez Rebollo, and is chaired by Rodney James Huey. We have determined that Rodney James Huey and Alberto Méndez Rebollo satisfy the requirements of Rule 5605(c)(2) of the Listing Rules of the Nasdaq and meet the independence standards under Rule 10A-3 under the Securities Exchange Act of 1934, as amended. We have determined that Rodney James Huey qualifies as an “audit committee financial expert.” The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee is responsible for, among other things:\n\n•\nthe appointment, compensation, retention, termination, and oversight of the work of any accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the company (subject, if applicable, to shareholder ratification);\n\n•\npre-approving the audit services and non-audit services (including the fees and terms thereof) to be provided by the company’s independent auditor pursuant to pre-approval policies and procedures established by the committee;\n\n•\ndiscussing with the independent auditor its responsibilities under generally accepted auditing standards, reviewing and approving the planned scope and timing of the independent auditor’s annual audit plan(s) and discussing significant findings from the audit and any problems or difficulties encountered, including any restrictions on the scope of the auditor’s activities or on access to requested information, and any significant disagreements with management;\n\n•\nevaluating the independent auditor’s qualifications, performance and independence, and presenting its conclusions with respect to the independent auditor to the full board on at least an annual basis;\n\n•\nestablishing policies for the company’s hiring of current or former employees of the independent auditor;\n\n•\nat least annually, evaluating the performance, responsibilities, budget and staffing of the company’s internal audit function and reviewing and approving the internal audit plan;\n\n•\nat least annually, evaluating the performance of the senior officer or officers responsible for the internal audit function of the company, and making recommendations to the board and management regarding the responsibilities, retention or termination of such officer or officers;\n\n•\nestablishing procedures for the receipt, retention and treatment of complaints received by the company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of the company of concerns regarding questionable accounting or auditing matters;\n\n•\nat least annually, evaluating its own performance and reporting to the board on such evaluation;\n\n•\nreviewing and assessing the adequacy of the charter of the committee on an annual basis and recommending any proposed changes to the board; and\n\n•\nreviewing and approving all related-party transactions (as defined in Item 7 of Form 20-F), including, but not limited to, transactions between the company, on the one hand, and enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, the company, on the other hand.\n\nCompensation Committee. Our compensation committee consists of Yifei Hou, Rui Ding and Alberto Méndez Rebollo and is chaired by Yifei Hou. We have determined that Alberto Méndez Rebollo satisfies the “independence” requirements of Rule 5605(c)(2) of the Listing Rules of the Nasdaq. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which their compensation is deliberated upon. The compensation committee is responsible for, among other things:\n\n•\nreviewing and approving the compensation of the chief executive officer and each of the company’s other executive officers;\n\n•\nin consultation with the company’s chief executive officer, periodically reviewing the company’s management succession planning, including policies for chief executive officer selection and succession in the event of the incapacitation, retirement or removal of the chief executive officer, and evaluations of, and development plans for, any potential successors to the chief executive officer;\n\n•\nreviewing and evaluating the company’s executive compensation and benefits policies generally (subject, if applicable, to shareholder approval), including the review and recommendation of any incentive-compensation and equity-based plans of the company that are subject to board approval;\n\n69\n\n \n\n•\nreporting to the board periodically;\n\n•\nat least annually, evaluating its own performance and reporting to the board on such evaluation;\n\n•\nreviewing and assessing the adequacy of the charter of the committee on an annual basis and periodically recommending any proposed changes to the board for approval; and\n\n•\nreviewing and assessing risks arising from the company’s employee compensation policies and practices and whether any such risks are reasonably likely to have a material adverse effect on the company.\n\nNominating and Corporate Governance Committee. Our nominating and corporate governance committee consists of Yifei Hou, Rui Ding and Alberto Méndez Rebollo, and is chaired by Alberto Mendez Rebollo. We have determined that Alberto Méndez Rebollo satisfies the “independence” requirements of Rule 5605(c)(2) of the Listing Rules of the Nasdaq. The nominating and corporate governance committee assists the board in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee is responsible for, among other things:\n\n•\noverseeing searches for and identifying qualified individuals for membership on the board;\n\n•\nrecommending to the board criteria for board and board committee membership and recommending individuals for membership on the board and its committees;\n\n•\nat least annually, leading the board in a self-evaluation to determine whether it and its committees are functioning effectively;\n\n•\nat least annually, reviewing the evaluations prepared by each board committee of such committee’s performance and considering any recommendations for proposed changes to the board;\n\n•\nreviewing and approving compensation (including equity-based compensation) for the company’s directors;\n\n•\noverseeing an orientation and continuing education program for directors;\n\n•\nreporting to the board periodically;\n\n•\nat least annually, evaluating its own performance and reporting to the board on such evaluation; and\n\n•\nperiodically reviewing and assessing the adequacy of the charter of the committee and recommending any proposed changes to the board for approval.\n\nDuties and Functions of Directors\n\nUnder Cayman Islands law, our directors owe fiduciary duties to our company, including a duty of loyalty, a duty to act honestly and a duty to act in what they consider in good faith to be in our best interests. Our directors must also exercise their powers only for a proper purpose. Our directors also owe to our company a duty to exercise the skill they actually possess and such care and diligence that a reasonable prudent person would exercise in comparable circumstances. It was previously considered that a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected from a person of his knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association, as amended and restated from time to time. Our company has the right to seek damages if a duty owed by our directors is breached. In limited exceptional circumstances, a shareholder may have the right to seek damages in our name if a duty owed by our directors is breached. In accordance with our memorandum and articles of association, the functions and powers of our board of directors include, among others, (i) directing the business and affairs of the company; (ii) adopting the corporate governance policies or initiatives of the company and determining on various corporate governance related matters; (iii) appointing any natural person or corporation to hold office in the company; (iv) exercising all the powers of the company to borrow money; (v) convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings; and (iv) declaring dividends. In addition, in the event of a tie vote, the chairman of our board of directors has, in addition to his personal vote, the right to cast a tie-breaking vote.\n\nTerms of Directors and Officers\n\nOur officers are elected by and serve at the discretion of the board. Each director is not subject to a term of office and holds office until such time as his successor takes office or until the earlier of his death, resignation or removal from office by special resolution or the unanimous written resolution of all shareholders. A director will be removed from office automatically if, among other things, the director (i) dies, becomes bankrupt or makes any arrangement or composition with his creditors generally; (ii) is prohibited by any applicable law or rules of the Nasdaq from being a director; (iii) is found to be or becomes of unsound mind; or (vi) is removed from\n\n70\n\n \n\noffice pursuant to any other provisions of our memorandum and articles of association, as amended and restated from time to time.\n\nInterested Transactions\n\nA director may, subject to any separate requirement for audit committee approval under applicable law or applicable Nasdaq rules, vote in respect of any contract or transaction in which he or she is interested, provided that the nature of the interest of any directors in such contract or transaction is disclosed by him or her at or prior to its consideration and any vote in that matter.\n\n6.D. Employees\n\nWe had a total of 177 employees as of December 31, 2025. Our employees are primarily located in Germany, the United States and China. The following table sets forth the numbers of our employees categorized by function:\n\n \n\nFunction\n\n \n\nNumber of Employees\n\n \n\nResearch and development\n\n \n\n \n\n85\n\n \n\nSales and delivery\n\n \n\n \n\n29\n\n \n\nManufacturing\n\n \n\n \n\n29\n\n \n\nAfter-sales\n\n \n\n \n\n14\n\n \n\nGeneral and administrative\n\n \n\n \n\n20\n\n \n\nTotal\n\n \n\n \n\n177\n\n \n\n \n\nOur success depends on our ability to attract, motivate, train and retain qualified personnel. We believe we offer our employees competitive compensation packages and an environment that encourages self-development and, as a result, we have generally been able to attract and retain qualified personnel and maintain a stable core management team.\n\nWe enter into standard labor contracts and confidentiality agreements with our employees. We have not experienced any significant labor disputes. None of our employees are represented by labor unions.\n\n6.E. Share Ownership\n\nThe following table sets forth information concerning the beneficial ownership of our ordinary shares as of March 31, 2026, by:\n\n•\neach of our directors and executive officers; and\n\n•\neach person known to us to beneficially own more than 5% of our ordinary shares.\n\nThe calculations in the table below are based on 3,261,147,362 ordinary shares outstanding as of March 31, 2026, including (i) 2,519,892,915 Class A ordinary shares issued and outstanding, which includes 340,000,000 Class A ordinary shares issued to the depositary as a reserve in relation to the ATM Program that are legally issued but are treated as escrowed shares; and (ii) 741,254,447 Class B ordinary shares. This amount excludes vested RSUs that were fully settleable and pending issuance. Each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to ten votes.\n\nBeneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option, warrant, or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person.\n\n \n\n71\n\n \n\n \n\nOrdinary Shares Beneficially Owned as of March 31, 2026\n\n \n\n \n\nClass A Ordinary Shares†\n\n \n\n \n\nClass B Ordinary Shares\n\n \n\n \n\nTotal Ordinary Shares\n\n \n\n \n\nAggregate\nVoting\nPower\n\n \n\n \n\nNumber\n\n \n\n \n\n%**\n\n \n\n \n\nNumber\n\n \n\n \n\n%**\n\n \n\n \n\nNumber\n\n \n\n \n\n%**\n\n \n\n \n\n%***\n\n \n\nDirectors and Executive Officers:††\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nYifei Hou(1)\n\n \n\n \n\n335,962,107\n\n \n\n \n\n \n\n13.3\n\n%\n\n \n\n \n\n296,417,032\n\n \n\n \n\n \n\n40.0\n\n%\n\n \n\n \n\n632,379,139\n\n \n\n \n\n \n\n19.4\n\n%\n\n \n\n \n\n33.2\n\n%\n\nJoel Adalberto Gallo\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\nAatish V Patel(2)\n\n \n\n17,575,160\n\n \n\n \n\n*\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n17,575,160\n\n \n\n \n\n*\n\n \n\n \n\n*\n\n \n\nAlexander Jacob Urist\n\n \n\n*\n\n \n\n \n\n*\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n*\n\n \n\n \n\n*\n\n \n\n \n\n*\n\n \n\nAlbina Iljasov\n\n \n\n*\n\n \n\n \n\n*\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n*\n\n \n\n \n\n*\n\n \n\n \n\n*\n\n \n\nJavier Lázaro\n\n \n\n*\n\n \n\n \n\n*\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n*\n\n \n\n \n\n*\n\n \n\n \n\n*\n\n \n\nRui Ding(3)\n\n \n\n \n\n187,541,724\n\n \n\n \n\n \n\n7.4\n\n%\n\n \n\n \n\n444,837,415\n\n \n\n \n\n \n\n60.0\n\n%\n\n \n\n \n\n632,379,139\n\n \n\n \n\n \n\n19.4\n\n%\n\n \n\n \n\n46.7\n\n%\n\nRodney James Huey\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\nAlberto Méndez Rebollo\n\n \n\n \n\n2,127,283\n\n \n\n \n\n*\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n2,127,283\n\n \n\n \n\n*\n\n \n\n \n\n*\n\n \n\nAll directors and executive officers as\n   a group\n\n \n\n \n\n551,315,514\n\n \n\n \n\n \n\n21.9\n\n%\n\n \n\n \n\n741,254,447\n\n \n\n \n\n \n\n100.0\n\n%\n\n \n\n \n\n1,292,569,961\n\n \n\n \n\n \n\n39.6\n\n%\n\n \n\n \n\n80.2\n\n%\n\nPrincipal Shareholders:\n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\n \n\nEntities affiliated with Yifei Hou(1)\n\n \n\n \n\n335,962,107\n\n \n\n \n\n \n\n13.3\n\n%\n\n \n\n \n\n296,417,032\n\n \n\n \n\n \n\n40.0\n\n%\n\n \n\n \n\n632,379,139\n\n \n\n \n\n \n\n19.4\n\n%\n\n \n\n \n\n33.2\n\n%\n\nEntities affiliated with Rui Ding(3)\n\n \n\n \n\n187,541,724\n\n \n\n \n\n \n\n7.4\n\n%\n\n \n\n \n\n444,837,415\n\n \n\n \n\n \n\n60.0\n\n%\n\n \n\n \n\n632,379,139\n\n \n\n \n\n \n\n19.4\n\n%\n\n \n\n \n\n46.7\n\n%\n\nBeijing Foreign Economic and Trade\n   Development Guidance Fund L.P.(4)\n\n \n\n \n\n260,180,400\n\n \n\n \n\n \n\n10.3\n\n%\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n260,180,400\n\n \n\n \n\n \n\n8.0\n\n%\n\n \n\n \n\n2.6\n\n%\n\nGGV Entities (5)\n\n \n\n \n\n259,035,600\n\n \n\n \n\n \n\n10.3\n\n%\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n259,035,600\n\n \n\n \n\n \n\n7.9\n\n%\n\n \n\n \n\n2.6\n\n%\n\nShell Ventures Company Limited(6)\n\n \n\n \n\n198,442,800\n\n \n\n \n\n \n\n7.9\n\n%\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n198,442,800\n\n \n\n \n\n \n\n6.1\n\n%\n\n \n\n \n\n2.0\n\n%\n\nZhen Partners Fund IV L.P.(7)\n\n \n\n \n\n159,225,900\n\n \n\n \n\n \n\n6.3\n\n%\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n159,225,900\n\n \n\n \n\n \n\n4.9\n\n%\n\n \n\n \n\n1.6\n\n%\n\nWuxi Shenqi Leye Private\n   Equity Funds Partnership L.P.(8)\n\n \n\n \n\n126,135,217\n\n \n\n \n\n \n\n5.0\n\n%\n\n \n\n \n\n—\n\n \n\n \n\n \n\n—\n\n \n\n \n\n \n\n126,135,217\n\n \n\n \n\n \n\n3.9\n\n%\n\n \n\n \n\n1.3\n\n%\n\n \n\n* Less than 1% of our total outstanding shares.\n\n** For each person and group included in this table, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group by the sum of (i) 3,261,147,362, being the number of ordinary shares outstanding (consisting of 2,519,892,915 Class A ordinary shares, which includes 340,000,000 Class A ordinary shares issued to the depositary as a reserve in relation to the ATM Program that are legally issued but are treated as escrowed shares, and 741,254,447 Class B ordinary shares) as of March 31, 2026, and (ii) the number of ordinary shares underlying the share options held by such person or group that are exercisable within 60 days after the date of this annual report.\n\n*** For each person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of our ordinary shares as a single class.\n\n† Some of the Class A ordinary shares reported in this table may be represented by ADSs.\n\n†† The business address of Rui Ding and Yifei Hou is XCharge Europe GmbH, Heselstücken 18, 22453 Hamburg, Germany. The business address of Aatish V Patel and Alexander Jacob Urist is XCharge Energy USA Inc, 19121 Marketplace Avenue, Building 2-Suite 2-145, Kyle, TX 78640. The business address of Rodney James Huey is Apt 507, 147 Ross Street, Forest Lodge, NSW 2037, Australia. The business address of Alberto Méndez Rebollo is Hässelby Strandväg 38, 16565, Stockholm, Sweden.\n\n(1)\nRepresents (i) 335,962,107 Class A ordinary shares held by Blooming Star Developments Limited, a company in which Mr. Yifei Hou beneficially owns 100% of the equity interests through the trust for which he acts as settlor and beneficiary, (ii) 236,230,500 Class B ordinary shares held by Future EV Limited, a limited liability company incorporated in British Virgin Islands, in which (1) Future Charge Limited, a wholly owned company of Mr. Yifei Hou, owns 1% of the equity interests, and (2) Blooming Star Developments Limited owns 99% of the equity interests; and (iii) 60,186,532 Class B ordinary shares held by Future Charge Limited, a wholly owned company of Mr. Yifei Hou. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof.\n\nFuture EV Limited, Future Charge Limited, Next EV Limited and Next Charge Limited entered into an acting-in-concert agreement in August 2023 (the “Acting-in-Concert Agreement”), pursuant to which the parties agreed to act in concert, as shareholders of XCHG Limited, in relation to all matters that require the decisions of the shareholders of XCHG Limited. If the parties are unable to reach unanimous consent with respect to the matters that require action in concert, a decision made by Future EV Limited shall be deemed to be a decision unanimously passed by the parties and shall be binding on the parties. Mr. Yifei Hou disclaims beneficial ownership of any securities held by Next EV Limited and Next Charge Limited.The registered address of each of Future EV Limited, Future Charge Limited, Next EV Limited and Next Charge Limited is ICS Corporate Services (BVI) Limited, Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands.\n\n(2)\nRepresents (i) 6,232,800 Class A ordinary shares underlying vested RSUs that were fully settleable and pending issuance and (ii) 283,599 ADSs representing 11,342,360 Class A ordinary shares held by Mr. Aatish V Patel.\n\n(3)\nRepresents (i) 187,541,724 Class A ordinary shares held by Alpha First International Limited, a company in which Mr. Rui Ding beneficially owns 100% of the equity interests through the trust for which he acts as the settlor and beneficiary, (ii) 419,970,000 Class B ordinary shares held by Next EV Limited, a limited liability company incorporated in British Virgin Island, in which (1) Next Charge Limited, a wholly owned company of Mr. Rui Ding, owns 1% of the equity interests, and (2) Alpha First International Limited owns 99% of the equity interests; and (ii)\n\n72\n\n \n\n24,867,415 Class B ordinary shares held by Next Charge Limited, a wholly owned company of Mr. Rui Ding. Each Class B ordinary share is convertible into one Class A ordinary share at any time by the holder thereof.\n\nFuture EV Limited, Future Charge Limited, Next EV Limited and Next Charge Limited entered into the Acting-in-Concert Agreement pursuant to which the parties agreed to act in concert, as shareholders of XCHG Limited, in relation to all matters that require the decisions of the shareholders of XCHG Limited. If the parties are unable to reach unanimous consent with respect to the matters that require action in concert, a decision made by Future EV Limited shall be deemed to be a decision unanimously passed by the parties and shall be binding on the parties. Mr. Rui Ding disclaims beneficial ownership of any securities held by Future EV Limited and Future Charge Limited. The registered address of each of Next EV Limited and Next Charge Limited is ICS Corporate Services (BVI) Limited, Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands.\n\n(4)\nRepresents (i) 260,180,400 Class A ordinary shares held by Beijing Foreign Economic and Trade Development Guidance Fund L.P., a limited partnership incorporated in the PRC, which is controlled by Beijing Liuhe Fund Management Co., Ltd., its general partner. Beijing Liuhe Fund Management Co., Ltd. is ultimately wholly owned by Beijing Municipal People’s Government. The registered address of Beijing Foreign Economic and Trade Development Guidance Fund L.P. is Room 1505, Building A, 23 Baijiazhuang Dongli, Chaoyang District, Beijing, China.\n\n(5)\nRepresents (i) 248,331,650 Class A ordinary shares held by GGV Discovery I, L.P. and (ii) 10,703,950 Class A ordinary shares held by GGV Capital VI Entrepreneurs Fund L.P. GGV Discovery I L.L.C. serves as the General Partner of GGV Discovery I, L.P. GGV Capital VI Entrepreneurs Fund L.L.C. serves as the General Partner of GGV Capital VI Entrepreneurs Fund L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung are Managing Directors of GGV Discovery I L.L.C. and GGV Capital VI Entrepreneurs Fund L.L.C. As such, Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung have shared power to direct the voting and disposition of the shares owned by GGV Discovery I, L.P. and GGV Capital VI Entrepreneurs Fund L.P., and may be deemed to have indirect beneficial ownership of the shares held by GGV Discovery I, L.P. and GGV Capital VI Entrepreneurs Fund L.P. Jixun Foo, Glenn Solomon, Jenny Hong Wei Lee, Jeffrey Gordon Richards and Hans Tung own no securities of us directly. The registered address of GGV Discovery I, L.P. and GGV Capital VI Entrepreneurs Fund L.P. is GGV Capital, 3000 Sand Hill Road, Suite 4-230, Menlo Park, California 94025, United States of America.\n\n(6)\nRepresents 198,442,800 Class A ordinary shares held by Shell Ventures Company Limited, a limited liability company incorporated in the PRC, which is ultimately wholly owned by Shell plc, a public limited company, organized in England and Wales. The registered address of Shell Ventures Company Limited is 8th Floor, Building 1, No. 818, Shenchang Road, Minhang District, Shanghai, China.\n\n(7)\nRepresents 159,225,900 Class A ordinary shares held by Zhen Partners Fund IV, L.P. The general partner of Zhen Partners Fund IV, L.P. is Zhen Partners Management (MTGP) IV, L.P., whose general partner is Zhen Partners Management (TTGP) IV, Ltd. Xu Xiao Ping, Wang Qiang, Anna Fang and Dai Yu Sen have shared voting power over Zhen Partners Management (TTGP) IV, Ltd. The registered address of Zhen Partners Fund IV L.P. is P.O. Box 10008, Willow House, Cricket Square. Grand Cayman KY1-1001, Cayman Islands.\n\n(8)\nRepresents 126,135,217 Class A ordinary shares held by Wuxi Shenqi Leye Private Equity Funds Partnership L.P., a limited partnership incorporated in the PRC, which is controlled by Wuxi Shenqi Yongcheng Private Equity Funds Partnership L.P., its general partner. Wuxi Shenqi Yongcheng Private Equity Funds Partnership L.P. is ultimately controlled by Ning Yang. The registered address of Wuxi Shenqi Leye Private Equity Funds Partnership L.P. is Room 1922-2, North, No. 5 Zhizhi Road, Huishan Economic Development Zone, Wuxi, China.\n\nAs of March 31, 2026, to our knowledge, 580,296,320 of our Class A ordinary shares were held by one record holder in the United States, which is the depositary of our ADS program. This includes 8,500,000 ADSs (representing 340,000,000 Class A ordinary shares) issued by the Company to the depositary in February 2026 as a reserve in relation to the ATM Program. No consideration was received by the Company for this issuance of Class A ordinary shares. These Class A ordinary shares are legally issued but are treated as escrowed shares for accounting purposes. The number of beneficial owners of the ADSs in the United States is likely to be much larger than the number of record holders of our ordinary shares in the United States. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.\n\n6.F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation\n\nNone.\n\n73"}