Beneficial Ownership Report · SCHEDULE 13D/A
Cheche Group Inc.
CCGNASDAQEQUITYCurrent
Beneficial Ownership Report
Structured filing — SCHEDULE 13D/A
primary_doc.xml
Amendment · This filing reports the amendment as submitted.
Subject company
- Company
- Cheche Group Inc.
- Company CIK
- 0001965473
- Street
- 8th Floor, Desheng Hesheng Fortune Plaza
- Street (continued)
- 13-1 Deshengmenwai Avenue, Xicheng Dist.
- City
- Beijing
- State / country code
- F4
- Postal code
- 100088
Statement details
- Amendment number
- 1
- Security class
- Class A ordinary shares, par value US$0.00035 per share
- Event date
- 11/03/2026
- Previously filed indication
- false
Authorized notification person 1
- Name
- Lei Zhang
- Phone
- (86) 010-5083 0911
- Street
- 8th Floor, Desheng Hesheng Fortune Plaza
- Street (continued)
- 13-1 Deshengmenwai Avenue, Xicheng Dist.
- City
- Beijing
- State / country code
- F4
- Postal code
- 100088
Reporting person 1
- Name
- Lei Zhang
- Reporting person CIK
- 0001786998
- No reporting person CIK indication
- N
- Citizenship / organization
- F4
- Reporting person type
- IN
- Source of funds code
- OO
- Legal proceedings indication
- N
- Aggregate amount owned
- 781,829.00
- Percent of class
- 28.3
- Sole voting power
- 781,829.00
- Shared voting power
- 0.00
- Sole dispositive power
- 781,829.00
- Shared dispositive power
- 0.00
- Aggregate excludes certain shares
- N
- Comments
- (1) Lei Zhang beneficially owns 781,829 ordinary shares, consisting of (a) 531,329 Class B ordinary shares directly held by Hugou Inc. through the Teton Trust / EL Capitan Inc. structure, (b) 250,000 Class B ordinary shares held directly by Lei Zhang, and (c) 500 Class A ordinary shares held directly by Lei Zhang. Lei Zhang has sole voting and dispositive power over these shares. The shares beneficially owned by Lei Zhang represent approximately 28.3% of the total number of outstanding Class A ordinary shares at an as-converted basis calculated under Rule 13d-3 and approximately 54.3% of the total outstanding voting power. (2) As of November 3, 2026, after giving effect to the issuance of 250,000 Class B ordinary shares, 1,976,594 Class A ordinary shares and 781,329 Class B ordinary shares were outstanding. Each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to three votes. Each Class B ordinary share is convertible at the option of its holder into one Class A ordinary share. The percentage in Row (13) is calculated in accordance with Rule 13d-3 based on the outstanding Class A ordinary shares and the Class B ordinary shares beneficially owned by the applicable Reporting Person that are convertible into Class A ordinary shares.
Reporting person 2
- Name
- Teton Trust
- No reporting person CIK indication
- Y
- Citizenship / organization
- E9
- Reporting person type
- OO
- Source of funds code
- OO
- Legal proceedings indication
- N
- Aggregate amount owned
- 531,329.00
- Percent of class
- 21.2
- Sole voting power
- 0.00
- Shared voting power
- 531,329.00
- Sole dispositive power
- 0.00
- Shared dispositive power
- 531,329.00
- Aggregate excludes certain shares
- N
- Comments
- (1) Teton Trust is deemed to beneficially own 531,329 Class B ordinary shares through the trust and corporate structure described in Item 2. The 250,000 Class B ordinary shares and 500 Class A ordinary shares held directly by Lei Zhang are not attributed to Teton Trust. The shares beneficially owned by Teton Trust represent approximately 21.2% of the total number of outstanding Class A ordinary shares at an as-converted basis calculated under Rule 13d-3 and approximately 36.9% of the total outstanding voting power. (2) As of November 3, 2026, after giving effect to the issuance of 250,000 Class B ordinary shares, 1,976,594 Class A ordinary shares and 781,329 Class B ordinary shares were outstanding. Each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to three votes. Each Class B ordinary share is convertible at the option of its holder into one Class A ordinary share. The percentage in Row (13) is calculated in accordance with Rule 13d-3 based on the outstanding Class A ordinary shares and the Class B ordinary shares beneficially owned by the applicable Reporting Person that are convertible into Class A ordinary shares.
Reporting person 3
- Name
- GIL Trust Limited
- No reporting person CIK indication
- Y
- Citizenship / organization
- K3
- Reporting person type
- CO
- Source of funds code
- OO
- Legal proceedings indication
- N
- Aggregate amount owned
- 531,329.00
- Percent of class
- 21.2
- Sole voting power
- 0.00
- Shared voting power
- 531,329.00
- Sole dispositive power
- 0.00
- Shared dispositive power
- 531,329.00
- Aggregate excludes certain shares
- N
- Comments
- (1) GIL Trust Limited is deemed to beneficially own 531,329 Class B ordinary shares through the trust and corporate structure described in Item 2. The 250,000 Class B ordinary shares and 500 Class A ordinary shares held directly by Lei Zhang are not attributed to GIL Trust Limited. The shares beneficially owned by GIL Trust Limited represent approximately 21.2% of the total number of outstanding Class A ordinary shares at an as-converted basis calculated under Rule 13d-3 and approximately 36.9% of the total outstanding voting power. (2) As of November 3, 2026, after giving effect to the issuance of 250,000 Class B ordinary shares, 1,976,594 Class A ordinary shares and 781,329 Class B ordinary shares were outstanding. Each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to three votes. Each Class B ordinary share is convertible at the option of its holder into one Class A ordinary share. The percentage in Row (13) is calculated in accordance with Rule 13d-3 based on the outstanding Class A ordinary shares and the Class B ordinary shares beneficially owned by the applicable Reporting Person that are convertible into Class A ordinary shares.
Reporting person 4
- Name
- EL Capitan Inc.
- No reporting person CIK indication
- Y
- Citizenship / organization
- D8
- Reporting person type
- CO
- Source of funds code
- OO
- Legal proceedings indication
- N
- Aggregate amount owned
- 531,329.00
- Percent of class
- 21.2
- Sole voting power
- 0.00
- Shared voting power
- 531,329.00
- Sole dispositive power
- 0.00
- Shared dispositive power
- 531,329.00
- Aggregate excludes certain shares
- N
- Comments
- (1) EL Capitan Inc. is deemed to beneficially own 531,329 Class B ordinary shares through the trust and corporate structure described in Item 2. The 250,000 Class B ordinary shares and 500 Class A ordinary shares held directly by Lei Zhang are not attributed to EL Capitan Inc. The shares beneficially owned by EL Capitan Inc. represent approximately 21.2% of the total number of outstanding Class A ordinary shares at an as-converted basis calculated under Rule 13d-3 and approximately 36.9% of the total outstanding voting power. (2) As of November 3, 2026, after giving effect to the issuance of 250,000 Class B ordinary shares, 1,976,594 Class A ordinary shares and 781,329 Class B ordinary shares were outstanding. Each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to three votes. Each Class B ordinary share is convertible at the option of its holder into one Class A ordinary share. The percentage in Row (13) is calculated in accordance with Rule 13d-3 based on the outstanding Class A ordinary shares and the Class B ordinary shares beneficially owned by the applicable Reporting Person that are convertible into Class A ordinary shares.
Reporting person 5
- Name
- Hugou Inc.
- No reporting person CIK indication
- Y
- Citizenship / organization
- D8
- Reporting person type
- CO
- Source of funds code
- OO
- Legal proceedings indication
- N
- Aggregate amount owned
- 531,329.00
- Percent of class
- 21.2
- Sole voting power
- 0.00
- Shared voting power
- 531,329.00
- Sole dispositive power
- 0.00
- Shared dispositive power
- 531,329.00
- Aggregate excludes certain shares
- N
- Comments
- (1) Hugou Inc. directly holds 531,329 Class B ordinary shares through the trust and corporate structure described in Item 2. The 250,000 Class B ordinary shares and 500 Class A ordinary shares held directly by Lei Zhang are not attributed to Hugou Inc. The shares beneficially owned by Hugou Inc. represent approximately 21.2% of the total number of outstanding Class A ordinary shares at an as-converted basis calculated under Rule 13d-3 and approximately 36.9% of the total outstanding voting power. (2) As of November 3, 2026, after giving effect to the issuance of 250,000 Class B ordinary shares, 1,976,594 Class A ordinary shares and 781,329 Class B ordinary shares were outstanding. Each Class A ordinary share is entitled to one vote and each Class B ordinary share is entitled to three votes. Each Class B ordinary share is convertible at the option of its holder into one Class A ordinary share. The percentage in Row (13) is calculated in accordance with Rule 13d-3 based on the outstanding Class A ordinary shares and the Class B ordinary shares beneficially owned by the applicable Reporting Person that are convertible into Class A ordinary shares.
Item 1
Issuer
Cheche Group Inc.
Security title
Class A ordinary shares, par value US$0.00035 per share
Principal address
Item 2
Citizenship
The responses of each Reporting Person to Row (6) of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 2.
Principal occupation
The principal business of Mr. Lei Zhang is to serve as the chairman of the board of directors and the chief executive officer of the Issuer. The principal business of each of Teton Trust, EL Capitan Inc. and Hugou Inc. is investment holding. The principal business of GIL Trust Limited is trustee services.
Filing person
Mr. Lei Zhang, Teton Trust, GIL Trust Limited, EL Capitan Inc. and Hugou Inc. are collectively referred to herein as "Reporting Persons," and each, a "Reporting Person." This Schedule 13D is being filed jointly by the Reporting Persons pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Act. The agreement among the Reporting Persons relating to the joint filing is attached hereto as Exhibit A. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Persons, except as otherwise provided in Rule 13d-1(k). Hugou Inc. is wholly owned by EL Capitan Inc. GIL Trust Limited acts as the trustee for Teton Trust, the sole shareholder of EL Capitan Inc. Mr. Lei Zhang is the settlor and investment advisor of Teton Trust.
Criminal proceedings response
None.
Proceedings description
None.
Principal business address
The business address of Mr. Lei Zhang is 8th Floor, Desheng Hesheng Fortune Plaza, 13-1, Deshengmenwai Avenue, Xicheng Dist., Beijing, 100088, the PRC. Teton Trust is an irrevocable reserved power trust established under the laws of Cayman Islands, with its trustee's business address at Room 2609, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong. The registered address of GIL Trust Limited is Room 6706-07, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong. The registered address of EL Capitan Inc. is Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. The registered address of Hugou Inc. is Craigmuir Chambers, Road Town, Tortola, VG1110, British Virgin Islands.
Item 3
Source of funds
On October 23, 2024, Mutong Holdings Limited transferred 18,596,504 Class B ordinary shares to Hugou Inc. for nil consideration, as previously reported. On July 20, 2026, the Company effected a 35-for-1 consolidation of its Class A and Class B ordinary shares. Following the consolidation, the shares held by Hugou Inc. were equitably adjusted to 531,329 Class B ordinary shares. On November 3, 2026, Lei Zhang entered into a Class B Ordinary Share Award and Subscription Agreement (the "Award Agreement") pursuant to the Company's 2026 Equity Incentive Plan for the direct award and subscription of 250,000 fully vested Class B ordinary shares at US$0.00035 per share, for an aggregate subscription price of US$87.50. Lei Zhang also directly owns 500 Class A ordinary shares. The source of funds for the subscription price is personal funds.
Item 4
Purpose of transaction
Teton Trust was established for succession planning purposes, as previously disclosed. Lei Zhang is its settlor and investment advisor. The Company effected a 35-for-1 consolidation of its Class A and Class B ordinary shares effective July 20, 2026. On November 3, 2026, Lei Zhang acquired or became entitled to acquire 250,000 Class B ordinary shares directly pursuant to the Award Agreement. The Reporting Persons may from time to time review their investments and the matters described in Item 4 of Schedule 13D. Except as disclosed herein, the Reporting Persons have no present plans or proposals of the type described in Item 4(a) through (j).
Item 5
Number of shares
The responses of each Reporting Person to Rows (7) through (13), including the footnotes thereto, of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5. The information set forth in Item 2 above is hereby incorporated by reference. Lei Zhang is deemed to beneficially own 781,829 ordinary shares, comprising 781,329 Class B ordinary shares (including 531,329 held by Hugou Inc. and 250,000 held directly by Lei Zhang) and 500 Class A ordinary shares held directly. Each of the other four Reporting Persons is deemed to beneficially own 531,329 Class B ordinary shares through the previously reported trust structure. The percentages in Row (13) are calculated in accordance with Rule 13d-3. Based on 4,320,581 total outstanding votes after the issuance, Lei Zhang holds approximately 54.3% of the total outstanding voting power, and each of Teton Trust, GIL Trust Limited, EL Capitan Inc. and Hugou Inc. holds approximately 36.9% of the total outstanding voting power.
Transactions
Except for the 250,000 Class B ordinary shares awarded and subscribed for by Lei Zhang pursuant to the Award Agreement on November 3, 2026, no transactions in the ordinary shares of the Issuer have been effected by the Reporting Persons during the past sixty days.
Other persons with an interest
Except as disclosed in this Schedule 13D, to the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares beneficially owned by any of the Reporting Persons.
Date ownership ceased to exceed 5%
Not applicable.
Percentage of class
The responses of each Reporting Person to Rows (7) through (13), including the footnotes thereto, of the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5. The information set forth in Item 2 above is hereby incorporated by reference. Lei Zhang is deemed to beneficially own 781,829 ordinary shares, comprising 781,329 Class B ordinary shares (including 531,329 held by Hugou Inc. and 250,000 held directly by Lei Zhang) and 500 Class A ordinary shares held directly. Each of the other four Reporting Persons is deemed to beneficially own 531,329 Class B ordinary shares through the previously reported trust structure. The percentages in Row (13) are calculated in accordance with Rule 13d-3. Based on 4,320,581 total outstanding votes after the issuance, Lei Zhang holds approximately 54.3% of the total outstanding voting power, and each of Teton Trust, GIL Trust Limited, EL Capitan Inc. and Hugou Inc. holds approximately 36.9% of the total outstanding voting power.
Item 6
Contracts and arrangements
The information in Items 3 and 4 is incorporated herein by reference. The 250,000 Class B ordinary shares were granted pursuant to the Award Agreement. The Award Agreement provides for direct issuance of fully vested Class B ordinary shares at their par value, subject to the terms thereof. Except as disclosed herein and in the previously filed Schedule 13D, there are no other relevant contracts, arrangements, understandings or relationships with respect to securities of the Issuer.
Item 7
Filed exhibits
Exhibit A - Joint Filing Agreement dated March 28, 2025 by and among the Reporting Persons. Exhibit B - Class B Ordinary Share Award and Subscription Agreement dated November 3, 2026.
Signature 1
- Reporting person
- Lei Zhang
- Signed
- /s/ Lei Zhang
- Title
- Lei Zhang
- Date
- 11/05/2026
Signature 2
- Reporting person
- Teton Trust
- Signed
- /s/ QI Lu
- Title
- QI Lu, Authorized Signatory of GIL Trust Limited, the trustee of Teton Trust
- Date
- 11/05/2026
Signature 3
- Reporting person
- GIL Trust Limited
- Signed
- /s/ QI Lu
- Title
- QI Lu, Authorized Signatory
- Date
- 11/05/2026
Signature 4
- Reporting person
- EL Capitan Inc.
- Signed
- /s/ QI Lu
- Title
- QI Lu, Authorized Signatory of Wiselite Capital Ltd., the director of EL Capitan Inc.
- Date
- 11/05/2026
Signature 5
- Reporting person
- Hugou Inc.
- Signed
- /s/ Lei Zhang
- Title
- Lei Zhang, Director
- Date
- 11/05/2026