UBXG Streamlines Operations, Eyes AI-Driven Insurance Growth in China

TL;DR

**UBXG is shedding its complex VIE past and betting big on AI in China's insurance market, a high-risk, high-reward play for growth-hungry investors.**

AI Summary

U-BX Technology Ltd. (UBXG) operates through its PRC Operating Entities, focusing on AI-driven value-added services for the insurance industry in mainland China. The company provides digital promotion services, risk assessment services using its 'Magic Mirror' algorithm, and bundled benefits like car wash and maintenance plans. As of June 30, 2025, UBXG had 20,784,142 Ordinary Shares outstanding. The company's client base includes over 300 city-level property and auto insurance carriers, such as People's Insurance Company of China and China Pacific Property Insurance Co., Ltd. The corporate structure has undergone significant changes, including the dissolution of a Variable Interest Entity (VIE) structure in March 2022, making U-BX Beijing a wholly-owned subsidiary of WFOE Beijing, and subsequently transferring 100% equity of U-BX Beijing to WFOE Zhejiang on May 21, 2024. Several subsidiaries, including Jiangsu Jingmo, Jiangsu YJYC, and RDYJ, were dissolved between December 2024 and July 2025, indicating a streamlining of operations.

Why It Matters

U-BX Technology's strategic shift away from a VIE structure in March 2022 and subsequent operational streamlining, including the dissolution of multiple subsidiaries, signals a move towards greater transparency and direct ownership, which could be positive for investor confidence. Its focus on AI-driven solutions for China's vast insurance market positions it in a high-growth sector, but also places it in direct competition with established tech giants and traditional insurers investing in digital transformation. For investors, this means potential for significant upside if UBXG can scale its 'Magic Mirror' algorithm and digital promotion services effectively, but also considerable risk given the competitive landscape and regulatory environment in China. Employees and customers could benefit from more efficient, technology-driven services.

Risk Assessment

Risk Level: medium — The company operates entirely within mainland China, exposing it to significant geopolitical and regulatory risks, as highlighted by the dissolution of multiple PRC Operating Entities between December 2024 and July 2025. While the dissolution of the VIE structure in March 2022 reduces one layer of complexity, the company's reliance on a single geographic market and the inherent uncertainties of the Chinese regulatory environment, including potential for changes in government policies relating to its industry, contribute to a medium risk profile.

Analyst Insight

Investors should closely monitor U-BX Technology's financial performance in upcoming filings, particularly revenue growth from its core digital promotion and risk assessment services. Evaluate the impact of the dissolved subsidiaries on operational efficiency and profitability. Given the company's full exposure to the Chinese market, investors should also assess broader geopolitical and regulatory developments in China.

Key Numbers

• 20,784,142 — Ordinary Shares outstanding (As of June 30, 2025, indicating the company's current share count.)
• $0.0016 — Par value per Ordinary Share (The nominal value of each share.)
• 30,284,142 — Ordinary Shares issued and outstanding (As of the date of this annual report, showing an increase from June 30, 2025.)
• 300+ — City-level property and auto insurance carriers (Client base of PRC Operating Entities as of June 30, 2025, demonstrating market penetration.)
• 7.1586 — RMB:1USD exchange rate (As of June 30, 2025, relevant for currency translation of PRC operations.)
• 2021-06-30 — U-BX incorporation date (Marks the establishment of the Cayman Islands holding company.)
• 2022-03-03 — VIE structure dissolution date (Significant corporate restructuring event, making U-BX Beijing a direct subsidiary.)
• 2024-05-21 — U-BX Beijing equity transfer date (WFOE Beijing transferred 100% equity of U-BX Beijing to WFOE Zhejiang.)
• 2025-07-23 — Jiangsu Jingmo dissolution date (One of several subsidiary dissolutions, indicating operational streamlining.)
• 625,000,000 — Authorized Ordinary Shares (Maximum number of shares the company is authorized to issue.)

Key Players & Entities

• U-BX Technology Ltd. (company) — Registrant and holding company
• UBXG (company) — Trading symbol on Nasdaq Stock Market LLC
• Jian Chen (person) — Company Contact Person
• People's Insurance Company of China (company) — Client of U-BX Technology's PRC Operating Entities
• China Pacific Property Insurance Co., Ltd. (company) — Client of U-BX Technology's PRC Operating Entities
• WFOE Beijing (company) — Wholly-foreign owned enterprise, wholly-owned subsidiary of U-BX HK
• U-BX Beijing (company) — PRC Operating Entity, now wholly-owned subsidiary of WFOE Zhejiang
• WFOE Zhejiang (company) — Wholly-owned subsidiary of U-BX HK, now owns U-BX Beijing
• Jiangsu Jingmo Technology Co., Ltd. (company) — PRC company, dissolved on July 23, 2025
• Nasdaq Stock Market LLC (regulator) — Exchange where Ordinary Shares are registered

FAQ

Risk Factors

• Changes in PRC Laws and Regulations [high — regulatory]: The PRC government has significant influence over the economic and social conditions in China. Changes in laws, regulations, or policies, particularly those related to the internet, data privacy, and the insurance industry, could materially and adversely affect our business operations, financial condition, and prospects. For example, the Cybersecurity Law and Data Security Law impose strict requirements on data handling.
• Reliance on Key Personnel [medium — operational]: Our success depends on the continued service of our key management and technical personnel, particularly those with expertise in AI and the insurance sector. The loss of any of these individuals could disrupt our operations and hinder our ability to innovate and execute our business strategy.
• Intense Competition [medium — operational]: The market for AI-driven value-added services in the Chinese insurance industry is highly competitive. We face competition from established players and new entrants, which could lead to pricing pressures and reduced market share. Our ability to differentiate through our 'Magic Mirror' algorithm is crucial.
• Foreign Exchange Fluctuation [low — financial]: Our reporting currency is the U.S. dollar, but our operations are conducted in RMB. Fluctuations in the RMB to USD exchange rate, such as the rate of 7.1586 RMB:1USD as of June 30, 2025, can impact the reported value of our assets, liabilities, revenues, and expenses in U.S. dollars.
• Compliance with Data Privacy and Security Laws [high — regulatory]: As we handle sensitive data for insurance carriers, compliance with China's evolving data privacy and security regulations is paramount. Non-compliance could result in significant fines and reputational damage, impacting our ability to operate and serve our clients.
• Subsidiary Dissolution and Restructuring [medium — operational]: The dissolution of subsidiaries like Jiangsu Jingmo (July 23, 2025), Jiangsu YJYC, and RDYJ indicates ongoing operational streamlining. While intended to improve efficiency, such restructuring carries inherent risks of disruption, integration challenges, and potential impacts on ongoing projects or client relationships.

Industry Context

U-BX Technology operates in the rapidly evolving AI-driven services sector for China's insurance industry. The market is characterized by a large client base of over 300 city-level property and auto insurance carriers, including major state-backed insurers. Key trends include increasing digitalization within the insurance sector and a growing demand for AI-powered risk assessment and customer engagement solutions.

Regulatory Implications

The company's operations in China are subject to significant regulatory oversight, particularly concerning data privacy, cybersecurity, and the financial services industry. Recent shifts in PRC regulations, such as the Cybersecurity Law and Data Security Law, necessitate strict compliance to avoid penalties and maintain operational continuity.

What Investors Should Do

1. Monitor regulatory changes in China's insurance and technology sectors.
2. Assess the impact of ongoing subsidiary dissolutions and restructuring.
3. Evaluate the competitive landscape and U-BX's differentiation through its 'Magic Mirror' algorithm.
4. Track the effectiveness of the recent Reverse Share Split in maintaining Nasdaq compliance.

Key Dates

• 2021-06-30: U-BX incorporated in the Cayman Islands — Marks the establishment of the holding company structure.
• 2022-03-03: Dissolution of VIE structure completed — U-BX Beijing became a wholly owned subsidiary of WFOE Beijing, simplifying corporate control and compliance.
• 2024-05-21: 100% equity of U-BX Beijing transferred to WFOE Zhejiang — Further restructuring of PRC operations, consolidating control under WFOE Zhejiang.
• 2024-10-24: Shareholders approve Reverse Share Split and increase in authorized capital — Enabled compliance with Nasdaq listing rules and increased authorized shares to 625,000,000.
• 2024-11-27: Completion of 1-for-16 Reverse Share Split — Adjusted share count to regain compliance with Nasdaq's minimum bid price requirement.
• 2025-07-23: Dissolution of Jiangsu Jingmo — Part of ongoing operational streamlining and consolidation of PRC subsidiaries.

Glossary

VIE structure

Variable Interest Entity structure, used by foreign companies to operate in industries restricted to foreign investment in China. (The dissolution of this structure on March 3, 2022, significantly altered U-BX's corporate control and compliance framework in China.)

WFOE

Wholly Foreign-Owned Enterprise, a type of company in China wholly owned by a foreign entity. (WFOEs like WFOE Beijing and WFOE Zhejiang are key components of U-BX's current operational structure in the PRC.)

Ordinary Shares

The common stock of the company, with a par value of $0.0016 per share. (The number of outstanding ordinary shares, adjusted for the reverse split, is a key indicator of shareholder equity and market capitalization.)

Reverse Share Split

A corporate action where a company reduces the number of its outstanding shares by consolidating them. (Completed on November 27, 2024, this was done to meet Nasdaq's minimum bid price requirement.)

PRC Operating Entities

The group of subsidiaries through which U-BX conducts its business operations in mainland China. (These entities, including U-BX Beijing and U-BX Suzhou, are the core of the company's service delivery and revenue generation.)

Magic Mirror algorithm

U-BX's proprietary AI algorithm used for risk assessment services in the insurance industry. (This algorithm is a key differentiator and driver of the company's value-added services.)

Year-Over-Year Comparison

The provided text does not contain comparative financial data from a previous filing. However, significant corporate restructuring is evident, including the dissolution of the VIE structure on March 3, 2022, and the transfer of U-BX Beijing's equity to WFOE Zhejiang on May 21, 2024. Additionally, a 1-for-16 reverse stock split was completed on November 27, 2024, to address Nasdaq listing requirements, resulting in 30,284,142 ordinary shares outstanding as of the report date, compared to 20,784,142 ordinary shares outstanding as of June 30, 2025 (this appears to be a typo in the prompt, likely meant to be a prior year-end date). Several subsidiaries were also dissolved between December 2024 and July 2025, indicating a strategic streamlining of operations.

Key Financial Figures

• $0.0016 — registered Ordinary Shares, par value $0.0016 per share UBXG The Nasdaq Stock Market
• $1,000,000 — Company's authorized share capital is US$1,000,000 and is divided into 625,000,000 Ordinar

Filing Documents

• ea0259056-20f_ubxtech.htm (20-F) — 1689KB
• ea025905601ex2-1_ubxtech.htm (EX-2.1) — 79KB
• ea025905601ex8-1_ubxtech.htm (EX-8.1) — 7KB
• ea025905601ex12-1_ubxtech.htm (EX-12.1) — 8KB
• ea025905601ex12-2_ubxtech.htm (EX-12.2) — 8KB
• ea025905601ex13-1_ubxtech.htm (EX-13.1) — 4KB
• ea025905601ex13-2_ubxtech.htm (EX-13.2) — 4KB
• ea025905601ex15-1_ubxtech.htm (EX-15.1) — 2KB
• ea025905601ex15-2_ubxtech.htm (EX-15.2) — 3KB
• image_001.jpg (GRAPHIC) — 97KB
• image_002.jpg (GRAPHIC) — 97KB
• image_003.jpg (GRAPHIC) — 52KB
• image_004.jpg (GRAPHIC) — 3KB
• image_005.jpg (GRAPHIC) — 21KB
• image_006.jpg (GRAPHIC) — 26KB
• ex15-2_001.jpg (GRAPHIC) — 21KB
• ex15-2_002.jpg (GRAPHIC) — 25KB
• 0001213900-25-102251.txt ( ) — 7952KB
• ubxg-20250630.xsd (EX-101.SCH) — 63KB
• ubxg-20250630_cal.xml (EX-101.CAL) — 61KB
• ubxg-20250630_def.xml (EX-101.DEF) — 282KB
• ubxg-20250630_lab.xml (EX-101.LAB) — 484KB
• ubxg-20250630_pre.xml (EX-101.PRE) — 292KB
• ea0259056-20f_ubxtech_htm.xml (XML) — 703KB

Item 18

Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No Table of Contents Page PART I Item 1. Identity of Directors, Senior Management and Advisers 1 Item 2. Offer Statistics and Expected Timetable 1 Item 3. Key Information 1 Item 4. Information on the Company 44 Item 4A. Unresolved Staff Comments 57 Item 5. Operating and Financial Review and Prospects 68 Item 6. Directors, Senior Management and Employees 79 Item 7. Major Shareholders and Related Party Transactions 89 Item 8. Financial Information 90 Item 9. The Offer and Listing 91 Item 10. Additional Information 92 Item 11.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 101 Item 12.

Description of Securities Other than Equity Securities

Description of Securities Other than Equity Securities 101 PART II Item 13. Defaults, Dividend Arrearages and Delinquencies 102 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 102 Item 15.

Controls and Procedures

Controls and Procedures 102 Item 16 [Reserved] 103 Item 16A. Audit Committee Financial Expert 103 Item 16B. Code of Ethics 103 Item 16C. Principal Accountant Fees and Services 104 Item 16D. Exemptions from the Listing Standards for Audit Committees 104 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 104 Item 16F. Change in Registrant's Certifying Accountant 104 Item 16G. Corporate Governance 105 Item 16H. Mine Safety Disclosure 105 Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. 105 Item 16J. Insider Trading Policies 105 Item 16K. Cybersecurity 105 PART III Item 17.

Financial Statements

Financial Statements 106 Item 18.

Financial Statements

Financial Statements 106 Item 19. Exhibits 106 i INTRODUCTION Except where the context otherwise requires and for purposes of this annual report only the term: "China" or the "PRC" are to the People's Republic of China, excluding Taiwan, for the purposes of this annual report only; "Jiangsu Jingmo" is to Jiangsu Jingmo Technology Co., Ltd., a PRC company and a wholly owned subsidiary of U-BX Beijing; "Jiangsu YJYC" is to Jiangsu YJYC Technology Co., Ltd., a PRC company and a wholly owned subsidiary of U-BX Beijing; "JZSC Technology" is to Zhejiang JZSC Technology Co., Ltd., a PRC company that is wholly owned by WFOE Zhejiang; "JCZN Hangzhou" is to Zhejiang Decision Intelligent Technology Co., Ltd., a PRC company that is wholly owned by WFOE Shanghai; "Ordinary shares" refer to the ordinary shares of the Company, par value $0.0016 per share; "PRC Operating Entities" is to U-BX Suzhou, U-BX Beijing, RDYJ, Jiangsu Jingmo, Jiangsu YJYC, JCZN Hangzhou, and JZSC Technology; "PRC subsidiaries" is to U-BX Suzhou, U-BX Beijing, RDYJ, Jiangsu Jingmo, Jiangsu YJYC, JZSC Technology, JCZN Hangzhou and the WFOEs; "RDYJ" is to Rudongyoujia Smart Technology Co., Ltd., a PRC company and a wholly owned subsidiary of U-BX Beijing; "Third Amended and Restated Memorandum of Association" is the third amended and restated memorandum of association and articles of association of the Company. "U-BX" is to U-BX Technology Ltd., a Cayman Islands exempted company limited by shares; "U-BX Beijing" is to Youjiayoubao (Beijing) Technology Co., Limited (also known as Youjiayoubao Technology Co., Ltd. in China), a PRC company that is wholly owned by WFOE Zhejiang; "U-BX HK" is to Snailinsur Group Limited, a Hong Kong limited company, which is a wholly-owned subsidiary of U-BX; "U-BX Suzhou" is to Suzhou Youjiayoubao Technology Co., Limited, a PRC company that is wholly owned by WFOE Beijing Suzhou; "WFOE Beijing" is to Beijing Lianghua Technology Co., Limited,

Identity of Directors,

Item 1. Identity of Directors, Senior Management and Advisers Not applicable for annual reports on Form 20-F.

Offer Statistics

Item 2. Offer Statistics and Expected Timetable Not applicable for annual reports on Form 20-F.

Key Information

Item 3. Key Information Overview U-BX was incorporated on June 30, 2021 in the Cayman Islands. U-BX does not have material operations of its own. We conduct business through the PRC Operating Entities. Since U-BX Beijing's establishment in 2018, the PRC Operating Entities have focused on providing value-added services using artificial intelligence-driven technology to businesses within the insurance industry, including insurance carriers and brokers. All of our revenue was and will continue to be derived from mainland China, and none of our revenue was derived from Hong Kong or Macau. Our PRC Operating Entities' business primarily consists of providing the following three services/products: i) digital promotion services, ii) risk assessment services, and iii) value-added bundled benefits. The PRC Operating Entities help their institutional clients obtain visibility on various social media platforms and generate its revenue based on consumers' clicks, views or its clients' promotion time through those channels. U-BX Beijing also developed a unique algorithm and named it the "Magic Mirror" to calculate payout risks for insurance carriers to underwrite auto insurance coverage. Utilizing the proprietary algorithmic model, our PRC Operating Entities are able to generate individualized risk reports based on the vehicle brand, model, travel area, and vehicle age. In turn, our PRC Operating Entities are able to generate revenue based on the number of assessment reports provided to the insurance carriers. Lastly, to help major insurance carriers or brokers attract their customers, our PRC Operating Entities sell bundled benefits, including car wash, maintenance plans or parking notifications, to these carriers, which they may then pass onto their customers for either low or no cost. In addition to servicing institutional customers, our PRC Operating Entities provide up-to-date insurance-related information to individual consumers through its mini-application embedded i

financial statements in accordance with U.S. GAAP

financial statements in accordance with U.S. GAAP. In February 2022, the U-BX HK, the parent company of WFOE Beijing, decided to dissolve the VIE structure. On February 20, 2022, with approval of WFOE Beijing and approval of the sole executive director of U-BX Beijing, U-BX Beijing issued 2.99% equity interest in U-BX Beijing to a third-party investor. The issuance was completed on February 28, 2022. On February 28, 2022, WFOE Beijing exercised its call option under the Exclusive Call Option Agreements with certain shareholders of U-BX Beijing and entered into equity transfer agreements with all the shareholders of U-BX Beijing to purchase all the equity interest in U-BX Beijing. On March 3, 2022, WFOE Beijing entered into a termination agreement with U-BX Beijing that terminated the Business Cooperation Agreement and Consultation and Services Agreement, WFOE Beijing also entered into each shareholder of U-BX Beijing to terminate the Equity Pledge Agreement, Exclusive Call Option Agreement and Shareholders' Voting Rights Proxy Agreement. The restructure was completed on March 3, 2022. As a result, U-BX Beijing became a wholly owned subsidiary of WFOE Beijing and the VIE structure is dissolved. The VIE Agreements were terminated. On May 21, 2024, WFOE Beijing signed an equity transfer agreement with WFOE Zhejiang, transferring 100% equity of U-BX Beijing to WFOE Zhejiang. 3 The Reverse Split The Company completed a reverse split of its then issued and outstanding ordinary shares, as well as the number of authorized ordinary shares, at a ratio of one-for-sixteen (1-for-16) (the "Reverse Share Split") on November 27, 2024. The Reverse Share Split was approved by the shareholders at the annual meeting of shareholders held on October 24, 2024 and by the Board on November 2, 2024. During the same annual meeting, the shareholders also approve an increase of the Company's share capital. As a result, as of the date of this annual report, the Company's authorized share

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