XChange TEC.INC Files 2024 Annual Report

TL;DR

XChange TEC.INC dropped its 2024 20-F, check financials for the insurance services firm.

AI Summary

XChange TEC.INC filed its annual report on Form 20-F for the fiscal year ended September 30, 2024. The company, previously known as FLJ Group Ltd and Q&K INTERNATIONAL GROUP Ltd, is based in Shanghai, China, and operates in the insurance agents, brokers, and services sector. The filing was made on January 22, 2025.

Why It Matters

This filing provides investors and stakeholders with the company's official financial performance and operational overview for the past fiscal year, crucial for assessing its current standing and future prospects.

Risk Assessment

Risk Level: medium — As a foreign private issuer filing a 20-F, the company is subject to different reporting and regulatory standards than domestic US companies, which can introduce additional complexities and risks for investors.

Key Numbers

• 20240930 — Fiscal Year End (The period covered by the annual report.)
• 20250122 — Filing Date (When the 20-F was submitted to the SEC.)

Key Players & Entities

• XChange TEC.INC (company) — Filer of the 20-F
• FLJ Group Ltd (company) — Former name of XChange TEC.INC
• Q&K INTERNATIONAL GROUP Ltd (company) — Former name of XChange TEC.INC
• 0001769256 (company) — Central Index Key for XChange TEC.INC
• 20250122 (date) — Filing date of the 20-F
• 20240930 (date) — Fiscal year end date

FAQ

Key Financial Figures

• $0.0000001 — ) Class A ordinary shares , par value US$0.0000001 per share) XHG NASDAQ Capital Market C
• $ — legal currency of mainland China; "US$," "U.S. dollars," "$," and "dollars" re
• $1 — .S. dollars were made at RMB7.0176 to US$1.00, the noon buying rate on September 3
• $1.00 — ederal Reserve Board was RMB7.3326 to US$1.00. Names of certain companies provided i

Filing Documents

• ea0226892-20f_xchan.htm (20-F) — 2148KB
• ea022689201ex2-2_xchan.htm (EX-2.2) — 1KB
• ea022689201ex2-4_xchan.htm (EX-2.4) — 123KB
• ea022689201ex4-19_xchan.htm (EX-4.19) — 67KB
• ea022689201ex4-20_xchan.htm (EX-4.20) — 7KB
• ea022689201ex8-1_xchan.htm (EX-8.1) — 9KB
• ea022689201ex12-1_xchan.htm (EX-12.1) — 11KB
• ea022689201ex12-2_xchan.htm (EX-12.2) — 11KB
• ea022689201ex13-1_xchan.htm (EX-13.1) — 4KB
• ea022689201ex13-2_xchan.htm (EX-13.2) — 4KB
• ea022689201ex15-1_xchan.htm (EX-15.1) — 2KB
• ea022689201ex15-2_xchan.htm (EX-15.2) — 4KB
• image_001.jpg (GRAPHIC) — 32KB
• image_002.jpg (GRAPHIC) — 1KB
• image_003.jpg (GRAPHIC) — 1KB
• image_004.jpg (GRAPHIC) — 60KB
• image_005.jpg (GRAPHIC) — 15KB
• ex2-2_001.jpg (GRAPHIC) — 2332KB
• ex15-2_001.jpg (GRAPHIC) — 13KB
• 0001213900-25-005499.txt ( ) — 13232KB
• xhg-20240930.xsd (EX-101.SCH) — 77KB
• xhg-20240930_cal.xml (EX-101.CAL) — 93KB
• xhg-20240930_def.xml (EX-101.DEF) — 422KB
• xhg-20240930_lab.xml (EX-101.LAB) — 744KB
• xhg-20240930_pre.xml (EX-101.PRE) — 438KB
• ea0226892-20f_xchan_htm.xml (XML) — 950KB

[RESERVED]

ITEM 16. [RESERVED] 97 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 97 ITEM 16B. CODE OF ETHICS 97 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 97 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 98 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 98 ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 98 ITEM 16G. CORPORATE GOVERNANCE 98 ITEM 16H. MINE SAFETY DISCLOSURE 98 ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 98 ITEM 16J. INSIDER TRADING POLICIES 99 ITEM 16K. CYBERSECURITY 99 PART III 101 ITEM 17. FINANCIAL STATEMENTS 101 ITEM 18. FINANCIAL STATEMENTS 101 ITEM 19. EXHIBITS 101

SIGNATURES

SIGNATURES 104 i INTRODUCTION Unless otherwise indicated or the context otherwise requires in this annual report on Form 20-F: "ADSs" refers to our American depositary shares, each of which represents 12,000,000 Class A ordinary shares as of the date of this annual report; "Acquisition" has the meaning ascribed to it in the note below**; "Alpha Mind" refers to Alpha Mind Technology Limited, a company incorporated under the laws of the British Virgin Islands, and, if applicable, its consolidated entities; "China" or the "PRC" refers to the People's Republic of China, including, for the purposes of this annual report, Hong Kong and Macau, unless referencing specific laws and regulations and other legal and tax matters applicable only to mainland China, and excluding, for the purposes of this annual report only, Taiwan; "CBIRC" means the China Banking and Insurance Regulatory Commission; "Continuing Operations" has the meaning ascribed to it in the note below*; "Current VIEs" or "VIEs" refer to Huaming Insurance Agency Co., Ltd. and Huaming Yunbao (Tianjin) Technology Co., Ltd.**; "Current WFOE" or "Alpha Mind WFOE" refer to Jiachuang Yingan (Beijing) Information & Technology Co., Ltd.**; "Discontinued Operations" has the meaning ascribed to it in the note below*; "Disposal" has the meaning ascribed to it in "Item 4. Information on the Company—A. History and development of the Company"; "Disposed Business" has the meaning ascribed to it in "Item 4. Information on the Company—A. History and development of the Company"; "Notes" has the meaning ascribed to it in "Item 4. Information on the Company—A. History and development of the Company"; "ordinary shares" refers to our Class A ordinary shares and Class B ordinary shares, par value US$0.0000001 per share as of the date of this annual report; "RMB" and "Renminbi" refer to the legal currency of mainland China; "US$," "U.S. dollars," "$," and "dollars" refer to the legal currency of the

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable.

KEY INFORMATION

ITEM 3. KEY INFORMATION For risks associated with being based in or having the majority of the operations in China, see "Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China." Our Dual Class Share Structure We have a dual class share structure. As of the date of this annual report, we had 246,310,681,046,400 ordinary shares outstanding, consisting of 239,917,892,046,400 Class A ordinary shares represented by 19,993,157 ADSs and 6,392,789,000,000 Class B ordinary shares. In respect of matters requiring the votes of shareholders, holders of Class A ordinary shares are entitled to one vote per share, while holders of Class B ordinary shares are entitled to ten votes per share. Golden Stream Ltd., a company controlled by Mr. Yong Zhang, beneficially owns all of our issued Class B ordinary shares, representing 2.60% of the total outstanding share capital and 21.04% of the voting power of the Company as of the date of this annual report, due to the disparate voting powers associated with our dual-class structure. The Class B ordinary shares held by Golden Stream Ltd. represent the maximum number of shares underlying the Company's share incentive plan adopted in 2022 (the "2022 Plan") and 2024 (the "2024 Plan). Golden Stream Ltd. and its controlling shareholder Mr. Yong Zhang have agreed to act upon the instructions from a committee of the Company (the "ESOP Operation Committee"), consisting of Yong Zhang and Jiaxing Chang, determined on a unanimous basis in relation to the voting and, prior to the vesting of the shares to the relevant grantee of the share-based awards under the 2022 Plan and 2024 Plan, the disposition of these Class B ordinary shares. As a result of the dual class share structure and the concentration of ownership, Golden Stream Ltd. and the ESOP Operation Committee have considerable influence over matters such as decisions regarding change of directors, mergers, change of control transactions and other significant corpor

View Full Filing

View this 20-F filing on SEC EDGAR