UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
XCHG Limited
(Name of Issuer)
Class A Ordinary Shares (1)
(Title of Class of Securities)
98370X 103
(CUSIP Number)
September 9, 2024
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b)
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Rule 13d-1(c)
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Rule 13d-1(d)
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The information required in 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).
(1) Held in the form of American Depositary Shares (ADSs), each of which represents 40 Class A Ordinary Shares.
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13G
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CUSIP No. 98370X 103
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Page 1 of 5 |
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1
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NAMES OF REPORTING PERSONS
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Shell plc |
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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England and Wales |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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198,442,800 (2) |
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SHARED VOTING POWER
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0 |
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SOLE DISPOSITIVE POWER
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8
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SHARED DISPOSITIVE POWER
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0 |
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| 198,442,800 (2) |
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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8.4% (3) |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO |
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(2) Held in the form of American Depositary Shares (ADSs), each of which represents
40 Class A Ordinary Shares.
(3) As disclosed in the Rule 424B4 Prospectus (File No. 333-276802) filed on
September 10, 2024 by XCHG Limited with the Securities and Exchange Commission.
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13G
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CUSIP No. 98370X 103
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Page 2 of 5 |
| Item 1(a). |
Name of Issuer:
XCHG Limited
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| Item 1(b). |
Address of Issuer's Principal Executive Offices:
No. 12 Shuang Yang Road, Da Xing District, Beijing People’s Republic of China, 100023
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| Item 2(a). |
Name of Person Filing:
Shell plc
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| Item 2(b). |
Address of Principal Business Office or, if none, Residence:
SHELL CENTRE, 2 YORK ROAD, LONDON, United Kingdom, SE1 7NA
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| Item 2(c). |
Citizenship:
England and Wales
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| Item 2(d). |
Title of Class of Securities:
Class A Ordinary Shares (held in the form of ADSs, each of which represents 40 Class A Ordinary Shares)
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| Item 2(e). |
CUSIP Number:
98370X 103
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13G
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CUSIP No. 98370X 103
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Page 3 of 5 |
| Item 3. | If This Statement Is Filed Pursuant to Sections 240.13d-1(b) or |
240.13d-2(b) or (c), Check Whether the Person Filing Is a:
| (a) | ☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
| (b) | ☐ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ☐ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | ☐ Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); |
| (h) | ☐ Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | ☐ A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J); |
| (k) | ☐ Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________________ . |
| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.
| (a) | Amount beneficially owned: 198,442,800 |
| (b) | Percent of class: 8.4% |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 198,442,800 (held in the form of ADSs, each of which represents 40 Class A Ordinary Shares) |
| (ii) | Shared power to vote or to direct the vote: 0 |
| (iii) | Sole power to dispose or to direct the disposition of: 198,442,800 (held in the form of ADSs, each of which represents 40 Class A Ordinary Shares) |
| (iv) | Shared power to dispose or to direct the disposition of: 0 |
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13G
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CUSIP No. 98370X 103
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Page 4 of 5 |
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of
securities, check the following ☐. Not Applicable.
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the
shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. Not Applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
If a parent holding company or Control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate
under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an
exhibit stating the identification of the relevant subsidiary. See attached exhibit.
| Item 8. | Identification and Classification of Members of the Group. |
If a group has filed this schedule pursuant to ss.240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an
exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each members of the group. Not
Applicable.
| Item 9. | Notice of Dissolution of Group. |
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the
security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. Not Applicable.
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Item 10.
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Certifications.
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired
and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or
effect, other than activities solely in connection with a nomination under ss.240.14a-11.
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13G
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CUSIP No. 98370X 103
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Page 5 of 5 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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September 16, 2024
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(Date)
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/s/ Julie Keefe
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(Signature)
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Name:
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Julie Keefe
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Title:
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Deputy Company Secretary
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Exhibit 99.1
Exhibit to Schedule 13G
Subsidiary
Shell Ventures Company Limited
8th Floor, Building 1, No. 818, Shenchang Road,
Minhang District, Shanghai, China.