Xinxu Copper Faces PRC Regulatory Headwinds Amid Nasdaq Listing Bid

TL;DR

**Avoid XXC until its Nasdaq listing is finalized and the PRC regulatory landscape for offshore-listed Chinese companies stabilizes; the risks are too high for now.**

AI Summary

XINXU COPPER INDUSTRY TECHNOLOGY Ltd (XXC) filed its 20-F for the fiscal year ended June 30, 2025, revealing its status as a Cayman Islands holding company with substantially all operations conducted through its PRC subsidiaries, primarily Anhui Xinxu. The company does not generate its own revenue, relying entirely on dividends and distributions from its PRC entities. A significant business change was the 1-for-200 share subdivision approved on July 10, 2025, adjusting the authorized share capital to HK$390,000 divided into 780,000,000 ordinary shares with a par value of HK$0.0005 each. The company has applied to list its ordinary shares on the Nasdaq Capital Market under the symbol "XXC," but the application is still under Nasdaq review as of the filing date, and the IPO has not been completed. Key risks highlighted include substantial influence and potential intervention from the PRC government over business activities, regulatory approvals for offshore offerings, and evolving cybersecurity and data privacy laws in China, which could materially impact operations and share value. The company also faces uncertainties regarding the enforcement of rapidly changing PRC laws and regulations.

Why It Matters

This filing is crucial for investors as Xinxu Copper's entire operational and financial viability hinges on its PRC subsidiaries, exposing it to significant and evolving Chinese regulatory risks, including potential government intervention and data security oversight. The ongoing Nasdaq listing application under the symbol XXC, while a potential growth catalyst, is still pending, adding uncertainty for prospective investors. Competitively, the company operates in a highly regulated environment where PRC government policies can swiftly alter market dynamics, potentially impacting its ability to compete or expand. Employees and customers in China could also face disruptions if regulatory changes significantly constrain the company's operations or financial transfers.

Risk Assessment

Risk Level: high — The risk level is high due to Xinxu Copper's complete reliance on its PRC subsidiaries for revenue and cash flow, making it highly susceptible to the 'substantial influence' and 'oversight and control' of the PRC government, as explicitly stated in Item 3. The filing also highlights 'quickly evolving rules and regulations in China' and 'uncertainties in the interpretation and enforcement of PRC laws,' which could lead to a 'material adverse change in our operations and the value of our ordinary shares.' The pending Nasdaq listing application further adds to the uncertainty.

Analyst Insight

Investors should exercise extreme caution and consider delaying any investment in XXC until its Nasdaq listing is confirmed and there is greater clarity on the impact of PRC regulatory oversight on its operations and financial transfers. Monitor for updates on the Nasdaq application and any specific guidance from the company regarding its strategy to mitigate China-specific regulatory risks.

Key Numbers

• HK$0.0005 — Par value per ordinary share (Adjusted par value after 1-for-200 share subdivision on July 10, 2025)
• 780,000,000 — Authorized ordinary shares (Total authorized shares after the 1-for-200 share subdivision)
• 20,000,000 — Outstanding ordinary shares (As of June 30, 2025, par value HK$0.0005 per share)
• RMB7.1636 — Exchange rate to US$1.00 (Conversion rate as of June 30, 2025, for financial reporting)
• 2025-06-30 — Fiscal year end date (The period covered by this 20-F annual report)
• 2025-09-30 — F-1 registration statement effective date (Date the Form F-1 (Registration No. 333-278407) was declared effective for IPO)

Key Players & Entities

• XINXU COPPER INDUSTRY TECHNOLOGY Ltd (company) — Registrant and holding company
• Anhui Xinxu New Materials Co., Ltd. (company) — Primary operating subsidiary in China
• Nasdaq Capital Market (regulator) — Exchange where XXC has applied to list
• PRC government (regulator) — Exerts substantial influence over company operations
• Jinchun Cheng (person) — Company Contact Person, Chief Executive Officer and director
• SEC (regulator) — United States Securities and Exchange Commission
• PCAOB (regulator) — Public Company Accounting Oversight Board
• CSRC (regulator) — China Securities Regulatory Commission
• Cyberspace Administration of China (regulator) — Regulates cybersecurity and data privacy
• Cayman Islands (regulator) — Jurisdiction of incorporation for Xinxu Copper

FAQ

Key Financial Figures

• $0.0005 — egistered Ordinary shares, par value HK$0.0005 per share * XXC The Nasdaq Stock Market
• $ — A" The United States of America. "US$," "U.S. dollars," "$," or "dollars" L
• $1 — licable period, that is, RMB7.1636 to US$1.00, the rate in effect as of June 30, 2
• $390,000 — ion, our authorized share capital was HK$390,000 divided into 3,900,000 ordinary shares,
• $0.10 — 3,900,000 ordinary shares, par value HK$0.10 per share. On July 10, 2025, our shareh
• $0.31 million — bsidiaries of less than RMB2 million (US$0.31 million) must be reported to, reviewed and appr
• $1.54 million — million) but less than RMB10 million (US$1.54 million) must be reported to, reviewed and appr

Filing Documents

• ea0265744-20f_xinxu.htm (20-F) — 2066KB
• ea026574401ex1-1_xinxu.htm (EX-1.1) — 566KB
• ea026574401ex2-1_xinxu.htm (EX-2.1) — 82KB
• ea026574401ex4-2_xinxu.htm (EX-4.2) — 10KB
• ea026574401ex8-1_xinxu.htm (EX-8.1) — 3KB
• ea026574401ex11-2_xinxu.htm (EX-11.2) — 77KB
• ea026574401ex12-1_xinxu.htm (EX-12.1) — 9KB
• ea026574401ex12-2_xinxu.htm (EX-12.2) — 9KB
• ea026574401ex13-1_xinxu.htm (EX-13.1) — 4KB
• ea026574401ex13-2_xinxu.htm (EX-13.2) — 4KB
• ea026574401ex15-1_xinxu.htm (EX-15.1) — 5KB
• ea026574401ex15-2_xinxu.htm (EX-15.2) — 4KB
• ea026574401ex97-1_xinxu.htm (EX-97.1) — 20KB
• image_001.jpg (GRAPHIC) — 63KB
• image_002.jpg (GRAPHIC) — 3KB
• image_003.jpg (GRAPHIC) — 6KB
• image_004.jpg (GRAPHIC) — 3KB
• image_005.jpg (GRAPHIC) — 7KB
• image_006.jpg (GRAPHIC) — 7KB
• image_007.jpg (GRAPHIC) — 8KB
• image_008.jpg (GRAPHIC) — 7KB
• image_009.jpg (GRAPHIC) — 3KB
• image_010.jpg (GRAPHIC) — 2KB
• ex1-2_001.jpg (GRAPHIC) — 49KB
• ex15-1_001.jpg (GRAPHIC) — 18KB
• ex15-1_002.jpg (GRAPHIC) — 47KB
• 0001213900-25-111691.txt ( ) — 10041KB
• xxc-20250630.xsd (EX-101.SCH) — 95KB
• xxc-20250630_cal.xml (EX-101.CAL) — 69KB
• xxc-20250630_def.xml (EX-101.DEF) — 363KB
• xxc-20250630_lab.xml (EX-101.LAB) — 624KB
• xxc-20250630_pre.xml (EX-101.PRE) — 377KB
• ea0265744-20f_xinxu_htm.xml (XML) — 955KB

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS iv 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 3A. [Reserved] 8 Item 4. Information on the Company 47 Item 4A. Unresolved Staff Comments 77 Item 5. Operating and Financial Review and Prospects 77 Item 6. Directors, Senior Management and Employees 90 Item 7. Major Shareholders and Related Party Transactions 96 Item 8. Financial Information 98 Item 9. The Offer and Listing 98 Item 10. Additional Information 99 Item 11.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 118 Item 12.

Description of Securities Other Than Equity Securities

Description of Securities Other Than Equity Securities 118 PART II 119 Item 13. Defaults, Dividend Arrearages and Delinquencies 119 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 119 Item 15.

Controls and Procedures

Controls and Procedures 119 Item 16. [Reserved] 119 Item 16A. Audit Committee Financial Expert 119 Item 16B. Code of Ethics 120 Item 16C. Principal Accountant Fees and Services 120 Item 16D. Exemptions From the Listing Standards for Audit Committees 120 Item 16E. Purchases of Equity Securities By the Issuer and Affiliated Purchasers 120 Item 16F. Change In Registrant's Certifying Accountant 120 Item 16G. Corporate Governance 120 Item 16H. Mine Safety Disclosure 121 Item 16I. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections 121 Item 16J. Insider Trading Policies 121 Item 16K. Cybersecurity 121 PART III 122 Item 17.

Financial Statements

Financial Statements 122 Item 18.

Financial Statements

Financial Statements 122 Item 19. Exhibits 122 i CERTAIN TERMS AND CONVENSIONS Unless otherwise indicated, in this annual report, the following terms shall have the meaning set out below: "Anhui Xinxu" Anhui Xinxu New Materials Co., Ltd., a limited liability company organized under the laws of China and a wholly-owned subsidiary of Anhui Heri Information Technology Co., Ltd. "Anhui Heri" or "WFOE" Anhui Heri Information Technology Co., Ltd., a limited liability company organized under the laws of China and a wholly-owned subsidiary of Supreme Highness Limited. "CAC" Cyberspace Administration of China. "China" or the "PRC" The People's Republic of China, including Hong Kong and Macau, and the term "Chinese" has a correlative meaning for the purposes of this annual report only, unless the context otherwise indicates. The references to laws and regulations of "China" or the "PRC" are only to such laws and regulations of mainland China, excluding, for the purpose of this annual report only, Taiwan, Hong Kong and Macau. "Code" The Internal Revenue Code of 1986, as amended. "CSRC" China Securities Regulatory Commission. "Exchange Act" The Securities Exchange Act of 1934, as amended. "HFCAA" Holding Foreign Companies Accountable Act, as amended. "HK Xinxu" Supreme Highness Limited, a limited company organized under the laws of Hong Kong and a wholly owned subsidiary of Xinxu Copper Industry Technology Limited. "Hong Kong" The Hong Kong Special Administrative Region of the People's Republic of China. "Macau" The Macao Special Administrative Region of the People's Republic of China. "mainland China" The People's Republic of Mainland China, excluding Taiwan, Hong Kong and Macau for the purpose of this annual report. "MAA" The amended and restated memorandum and second amended and restated articles of association of Xinxu Copper Industry Technology Limited currently in effect. "Nasdaq" Nasdaq Stock Market LLC.

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This annual report contains "forward-looking statements" for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that represent our beliefs, projections and predictions about future events. You can identify some of these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "is/are likely to," "potential," "continue" or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements relating to: our dependence on introducing new products on a timely basis; our dependence on growth in the demand for our products; our ability to compete effectively; our dependence on a small number of suppliers and customers; our ability to successfully manage our operations in response to changing industry and market conditions; implementation of our expansion plans and our ability to obtain capital resources for our planned growth; our dependence on key personnel; our ability to expand into new businesses, industries or internationally and to undertake mergers, acquisitions, investments or divestments; changes in technology and competing products; general economic and political conditions, including those related to the copper industry; possible disruptions in commercial activities caused by events such as natural disasters, terrorist activities; fluctuations in foreign currency exchange rates; and other factors in the " Item 3. Key Information—D. Risk Factors " section in this annual report. These forward-looking statements are subject to various and significant risks and uncertainties, including those which are beyond our control. Although we believe tha

forward-looking statements

forward-looking statements. iv

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 Our Holding Company Structure Xinxu is a holding company incorporated on September 11, 2017 as an exempted company under the laws of the Cayman Islands. As Xinxu is a holding company with no material operations of its own, we conduct substantially all of our operations through our operating subsidiaries established in China, primarily Anhui Xinxu, which was formed in China in 2012. See " Item 4. Information on the Company — A. History and Development of the Company" for more details. We face various risks and uncertainties relating to doing business in China. Substantially all of our operations are conducted in the PRC and substantially all of our revenues are sourced from the PRC. Accordingly, we are subject to complex and evolving PRC laws and regulations and face various legal and operational risks and uncertainties relating to doing business in China. For example, we and our subsidiaries in the PRC face risks associated with regulatory approvals on offshore offerings, and oversight on cybersecurity and data privacy, which may impact our ability to conduct certain businesses, accept foreign investments, or list and conduct offerings on a United States or other foreign exchange. These risks could result in a material adverse change in our operations and the value of our ordinary shares, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless. For a detailed description of risks relating to doing business in China, please refer to risks disclosed under " Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in China ." The PRC government's significant discretion and authority in regulating our operations and its oversight and control over offerings conducted overseas by, and foreign investment in, China-based issuers could significantly limit or completely hinder our ability to offer or

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View this 20-F filing on SEC EDGAR