If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D






SCHEDULE 13D


 
Rui Ding
 
Signature:/s/ Rui Ding
Name/Title:Rui Ding
Date:11/06/2025
 
Next EV Limited
 
Signature:/s/ Rui Ding
Name/Title:Rui Ding, Authorized Signatory
Date:11/06/2025
 
Alpha First International Limited
 
Signature:/s/ Sun Jiaying
Name/Title:By Star Ridge Limited, its sole director, by Sun Jiaying, Authorized Signatory
Date:11/06/2025
 
Signature:/s/ Yi Peili
Name/Title:By Star Ridge Limited, its sole director, by Yi Peili, Authorized Signatory
Date:11/06/2025
EX-99.1

Exhibit 99.1

ACTING-IN-CONCERT AGREEMENT

 

Each of the persons or entities named in Schedule I of this agreement refers to a “Party” or “Parties”, collectively.

WHEREAS:

The Parties jointly hold certain ordinary shares, par value $0.00001 per share of XCHG Limited (the “Company”).

NOW THEREFORE, in order to maximize mutual profits and to maintain their control over the shareholdings and voting rights of the Company, the Parties hereby undertake that as long as the Parties jointly hold any ordinary shares of the Company, including any class of shares on an as converted basis (hereinafter collectively referred to as the “Shares”), the Parties shall act in concert with respect to all of the Shares they hold in accordance with the following arrangements:

1.
During the term of this agreement, the Parties shall be deemed as actors in concert, and shall act in concert, as shareholders of the Company, in relation to all matters that require the decisions of the shareholders of the Company, including but not limited to voting unanimously to approve, reject, or to abstain from voting in relation to motions that need to be resolved at shareholders meetings, and to jointly sign all necessary documents.
2.
Before acting in concert, the Parties shall consult with each other on the matters that require action in concert, and joint action shall be taken based on the results of the consultation. Each of the Parties agrees and confirms that, if the Parties are unable to reach a unanimous consent in relation to the matters that require action in concert, a decision that is made by Future EV Limited shall be deemed as a decision that is unanimously passed by the Parties and shall be binding on the Parties, provided that other Parties shall bear all the liabilities arising from such decision (including but not limited to losses caused to any party) and shall protect XCHG Limited from any and all claims, liability, losses, expenses, suits or damages in respect of such decision. Each of the Parties shall act in concert with each other based on the contents of the aforesaid decision.
3.
The Parties may, prior to the convening of a Company shareholder meeting, appoint a proxy, and issue an authorization letter to such a proxy to authorize the proxy to exercise voting rights on behalf of the Parties at the Company shareholder meeting based on the contents of the unanimous decision that has been reached.
4.
This agreement shall come into force from the date that the Parties sign the agreement, or the Parties become the shareholders of the Company, whichever is earlier, and the agreement shall remain effective during the period of the Parties being

 


shareholders of the Company and/or having the right to appoint directors to the Company.
5.
This agreement shall be governed by and construed in accordance with the laws of the Cayman Islands. Any dispute or controversy arising out of, relating to, or concerning any interpretation, construction, performance or breach of this agreement shall be fall within the jurisdiction of the Court of Cayman.

 

Next EV Limited

 

 

 

/s/ Rui Ding

 

2


Future EV Limited

 

 

 

/s/ Yifei Hou

 

3


 

Next Charge Limited

 

 

 

/s/ Rui Ding

 

 


 

Future Charge Limited

 

 

 

/s/ Yifei Hou

 

 


 

Schedule I

 

Next EV Limited 1

[Address: ICS Corporate Services (BVI) Limited, Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands.]

 

Future EV Limited 2

[Address: ICS Corporate Services (BVI) Limited, Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands.]

 

Next Charge Limited 3

[Address: ICS Corporate Services (BVI) Limited, Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands.]

 

Future Charge Limited 4

[Address: ICS Corporate Services (BVI) Limited, Sea Meadow House, P.O. Box 116, Road Town, Tortola, British Virgin Islands.]


1 Rui Ding’s holding entity in XCHG Limited.

2 Yifei Hou’s holding entity in XCHG Limited.

3 Rui Ding’s holding entity in XCHG Limited.

4 Yifei Hou’s holding entity in XCHG Limited.

 


EX-99.3

 

Exhibit 99.3

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing on behalf of each of them of a statement on Schedule 13D (including any amendments thereto) with respect to the Class A ordinary shares, par value $0.00001 per share (the “Ordinary Shares”), of XCHG Limited, a Cayman Islands exempted company, and further agrees to the inclusion of this Joint Filing Agreement (this “Agreement”) as an exhibit to such joint filing.

This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

Each of the undersigned acknowledges that it shall be responsible for the timely filing of any amendments, and for the completion and accuracy of the information concerning it contained herein and therein, but shall not be responsible for the completeness or accuracy of the information concerning the others, except to the extent it knows or has reason to believe that such information is inaccurate.

[Signature Page Follows]

 

 


 

IN WITNESS THEREOF, each of the undersigned, being duly authorized, hereby executes this Agreement on November 6, 2025.

 

/s/ Rui Ding

Rui Ding

 

 

 

Next EV Limited

 

 

By:

/s/ Rui Ding

Name:

Rui Ding

 

Title:

Authorized Signatory

 

 

Alpha First International Limited

 

By:

 Star Ridge Limited, its sole director

 

 

 

By:

/s/ Sun Jiaying

Name:

Sun Jiaying

 

Title:

Authorized Signatory

 

 

 

 

By:

/s/ Yi Peili

 

Name:

Yi Peili

 

Title:

Authorized Signatory