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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Microvast Holdings, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
59516C106 (CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 59516C106 |
| 1 | Names of Reporting Persons
CDH Griffin Holdings Company Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
37,073,227.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
11.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. | 59516C106 |
| 1 | Names of Reporting Persons
CDH Investment Management Company Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
37,073,227.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
11.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. | 59516C106 |
| 1 | Names of Reporting Persons
Evergreen Ever Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
28,597,614.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. | 59516C106 |
| 1 | Names of Reporting Persons
Piccadilly, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
28,597,614.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | 59516C106 |
| 1 | Names of Reporting Persons
CDH China HF Holdings Company Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
28,597,614.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. | 59516C106 |
| 1 | Names of Reporting Persons
Aurora Sheen Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,220,347.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. | 59516C106 |
| 1 | Names of Reporting Persons
Shanghai Dinghui Pingxun Investment Partnership (LLP) | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,220,347.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. | 59516C106 |
| 1 | Names of Reporting Persons
CDH Shanghai Baifu Wealth Management Company Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,220,347.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. | 59516C106 |
| 1 | Names of Reporting Persons
Hangzhou CDH New Trend Equity Investment Partnership (Limited Partnership) | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,255,266.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. | 59516C106 |
| 1 | Names of Reporting Persons
Dinghui Equity Investment Management (Tianjin) Company Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CHINA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,255,266.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Microvast Holdings, Inc. | |
| (b) | Address of issuer's principal executive offices:
12603 Southwest Freeway, Suite 210 Stafford, Texas 77477 | |
| Item 2. | ||
| (a) | Name of person filing:
CDH Griffin Holdings Company Limited
CDH Investment Management Company Limited
Evergreen Ever Limited
Piccadilly, L.P.
CDH China HF Holdings Company Limited
Aurora Sheen Limited
Shanghai Dinghui Pingxun Investment Partnership (LLP)
CDH Shanghai Baifu Wealth Management Company Limited
Hangzhou CDH New Trend Equity Investment Partnership (Limited Partnership)
Dinghui Equity Investment Management (Tianjin) Company Limited
(collectively, the "Reporting Persons") | |
| (b) | Address or principal business office or, if none, residence:
Principal business address for each of the Reporting Persons:
1503, Level 15, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong, China | |
| (c) | Citizenship:
CDH Griffin Holdings Company Limited - British Virgin Islands
CDH Investment Management Company Limited - Cayman Islands
Evergreen Ever Limited - British Virgin Islands
Piccadilly, L.P. - Cayman Islands
CDH China HF Holdings Company Limited - Cayman Islands
Aurora Sheen Limited - British Virgin Islands
Shanghai Dinghui Pingxun Investment Partnership (LLP) - People's Republic of China
CDH Shanghai Baifu Wealth Management Company Limited - People's Republic of China
Hangzhou CDH New Trend Equity Investment Partnership (Limited Partnership) - People's Republic of China
Dinghui Equity Investment Management (Tianjin) Company Limited - People's Republic of China | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
59516C106 | |
| Item 3. | If this statement is filed pursuant to §§ 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A 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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information required by Items 4(a) is set forth in Row (9) of the cover page for each Reporting Person and is incorporated herein by reference. | |
| (b) | Percent of class:
The information required by Items 4(b) is set forth in Row (11) of the cover page for each Reporting Person and is incorporated herein by reference.
Percent of class determined is based on 328,182,834 shares of Common Stock of the Issuer outstanding as disclosed in the quarterly report on Form 10-Q publicly filed by the Issuer with the U.S. Securities and Exchange Commission on November 10, 2025.
CDH Griffin Holdings Company Limited is the ultimate parent entity of the entities listed in Item 2(a).
As of the date hereof, Evergreen Ever Limited held 28,597,614 shares of Common Stock of the Issuer and Aurora Sheen Limited held 5,220,347 shares of Common Stock of the Issuer. In addition, Hangzhou CDH New Trend Equity Investment Partnership (Limited Partnership) beneficially owned 3,255,266 shares of Common Stock of the Issuer which were issued in the name of (and held on behalf of Hangzhou CDH New Trend Equity Investment Partnership (Limited Partnership) by) MVST SPV Inc., a wholly owned subsidiary of the Issuer, pursuant to a framework agreement dated February 1, 2021 by and among the Issuer, Hangzhou CDH New Trend Equity Investment Partnership (Limited Partnership) and other parties named therein.
The sole shareholder of Evergreen Ever Limited is Piccadilly, L.P., the sole general partner of which is CDH China HF Holdings Company Limited. The sole shareholder of Aurora Sheen Limited is Shanghai Dinghui Pingxun Investment Partnership (LLP), the sole general partner of which is CDH Shanghai Baifu Wealth Management Company. Dispositive and voting power of the securities held by Evergreen Ever Limited and Aurora Sheen Limited is exercised by the members of the investment and risk committee (the "IR Committee"), comprising Wu Shangzhi, Ying Wei, Li Dan, Wei Bin and William Hsu. The IR Committee is appointed by CDH China HF Holdings Company Limited, the sole general partner of Piccadilly, L.P., and CDH Shanghai Baifu Wealth Management Company, the general partner of Shanghai Dinghui Pingxun Investment Partnership (LLP), respectively. CDH China HF Holdings Company Limited and CDH Shanghai Baifu Wealth Management Company may be deemed to have beneficial ownership over the shares held by Evergreen Ever Limited and Aurora Sheen Limited, respectively.
The general partner of Hangzhou CDH New Trend Equity Investment Partnership (Limited Partnership) is Dinghui Equity Investment Management (Tianjin) Company Limited. Dispositive and voting power of the securities beneficially owned by Hangzhou CDH New Trend Equity Investment Partnership (Limited Partnership) is exercised by the members of the investment committee (the "Investment Committee"), comprising Wu Shangzhi, Wang Lin, Huang Yan, Guo Qizhi and Gao Jieliang. The Investment Committee is appointed by Dinghui Equity Investment Management (Tianjin) Company Limited, the sole general partner of Hangzhou CDH New Trend Equity Investment Partnership (Limited Partnership). Dinghui Equity Investment Management (Tianjin) Company Limited may be deemed to have beneficial ownership over the shares beneficially owned by Hangzhou CDH New Trend Equity Investment Partnership (Limited Partnership).
The foregoing three general partners are controlled by CDH Investment Management Company Limited, and CDH Griffin Holdings Company Limited holds a majority of the equity interests in CDH Investment Management Company Limited.
Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, each of Wu Shangzhi, Ying Wei, Li Dan, Wei Bin and William Hsu may be deemed to share beneficial ownership of the shares of Common Stock of the Issuer held by Evergreen Ever Limited and Aurora Sheen Limited, and each of Wu Shangzhi, Wang Lin, Huang Yan, Guo Qizhi and Gao Jieliang may be deemed to share beneficial ownership of the shares of Common Stock of the Issuer beneficially owned by Hangzhou CDH New Trend Equity Investment Partnership (Limited Partnership), except to the extent of their pecuniary interests therein. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The information required by Items 4(c) is set forth in Rows (5)-(8) of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| (ii) Shared power to vote or to direct the vote:
The information required by Items 4(c) is set forth in Rows (5)-(8) of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information required by Items 4(c) is set forth in Rows (5)-(8) of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information required by Items 4(c) is set forth in Rows (5)-(8) of the cover page for each Reporting Person and is incorporated herein by reference. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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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Exhibit Information
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Exhibit A. Joint Filing Agreement |
Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the common stock, par value $0.0001 per share, of Microvast Holdings, Inc., a Delaware corporation, and that this Agreement may be included 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.
[Signature page to follow]
SIGNATURE
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 13, 2026.
| CDH GRIFFIN HOLDINGS COMPANY LIMITED | ||
| By: | /s/ Wu Shangzhi | |
| Name: | Wu Shangzhi | |
| Title: | Director | |
| CDH INVESTMENT MANAGEMENT COMPANY LIMITED | ||
| By: | /s/ Wu Shangzhi | |
| Name: | Wu Shangzhi | |
| Title: | Director | |
| EVERGREEN EVER LIMITED | ||
| By: | /s/ William Hsu | |
| Name: | William Hsu | |
| Title: | Director | |
| PICCADILLY, L.P. | ||
| By: | /s/ William Hsu | |
| Name: | William Hsu | |
| Title: | Director of CDH China HF Holdings Company Limited acting as the General Partner | |
| CDH CHINA HF HOLDINGS COMPANY LIMITED | ||
| By: | /s/ William Hsu | |
| Name: | William Hsu | |
| Title: | Director | |
| AURORA SHEEN LIMITED | ||
| By: | /s/ William Hsu | |
| Name: | William Hsu | |
| Title: | Director | |
| SHANGHAI DINGHUI PINGXUN INVESTMENT PARTNERSHIP (LLP) | ||
| By: | /s/ William Hsu | |
| Name: | William Hsu | |
| Title: | Director of CDH Shanghai Baifu Wealth Management Company Limited acting as the General Partner | |
| CDH SHANGHAI BAIFU WEALTH MANAGEMENT COMPANY LIMITED | ||
| By: | /s/ William Hsu | |
| Name: | William Hsu | |
| Title: | Director | |
[Signature Page to 13G Joint Filing Agreement]
| HANGZHOU CDH NEW TREND EQUITY INVESTMENT PARTNERSHIP (LIMITED PARTNERSHIP) | ||
| By: | /s/ Wang Lin | |
| Name: | Wang Lin | |
| Title: | Legal Representative | |
| DINGHUI EQUITY INVESTMENT MANAGEMENT (TIANJIN) COMPANY LIMITED | ||
| By: | /s/ Wu Shangzhi | |
| Name: | Wu Shangzhi | |
| Title: | Director | |
[Signature Page to 13G Joint Filing Agreement]