Share Structure and Ownership - The company has a dual class share structure with 123,715,022,675 ordinary shares outstanding, including 111,851,094,785 Class A shares and 11,863,927,890 Class B shares, where Class B shares have ten votes per share compared to one vote for Class A shares[33]. - Golden Stream Ltd. owns all Class B shares, representing 9.59% of total outstanding share capital and 51.47% of the voting power, significantly influencing corporate decisions[34]. Operational Structure and Regulatory Compliance - The company operates primarily through its PRC subsidiaries and Current VIEs, consolidating their financial results under U.S. GAAP due to contractual arrangements[36]. - The Current VIEs have obtained all necessary business licenses and insurance agency operating licenses from PRC authorities, with no applications denied[41]. - The company is not required to undergo cybersecurity review as it does not control personal information of over one million users and is already listed on the Nasdaq Capital Market[42]. - The Overseas Listing Regulations require the company to fulfill filing procedures within three working days for any overseas securities offerings, which could impact its ability to offer securities[43]. - The company has not received any denials for requisite permissions from PRC authorities in connection with its operations or acquisitions[44]. - The VIE structure poses unique risks, including potential changes in PRC laws that could affect the enforceability of contractual arrangements[38]. - The company faces uncertainties regarding the enforcement of its contractual arrangements with Current VIEs, which may affect operational control and financial performance[39]. Financial Performance and Cash Management - Total operating revenues for the year ended September 30, 2025, amounted to RMB 365,267,000, with a gross profit of RMB 8,001,000[58]. - The company reported a net loss from continuing operations of RMB 748,414,000 for the year ended September 30, 2025[58]. - Cash and cash equivalents at the end of the year were RMB 15,879,000, an increase from RMB 13,085,000 at the beginning of the year[58]. - The total current liabilities reached RMB 949,168,000, with significant components including accounts payable of RMB 29,480,000 and accrued expenses of RMB 51,144,000[58]. - The accumulated deficit stood at RMB 4,605,215,000, indicating ongoing financial challenges[58]. - Operating expenses for the year totaled RMB 728,344,000, reflecting the company's investment in growth despite losses[58]. - The company experienced a net cash outflow from operating activities of RMB 11,698,000 for the year[58]. - The company has not received any notifications from authorities regarding compliance with cybersecurity regulations, indicating no material impact on operations as of the report date[123]. Dividend and Cash Transfer Policies - The company relies on dividends from its subsidiaries for cash requirements, which may be restricted by applicable laws and regulations[35]. - As of the date of the annual report, no dividends or distributions have been made between the holding company, XChange TEC.INC, its subsidiaries, and the consolidated VIEs, including to U.S. investors[51]. - Current PRC regulations permit Alpha Mind WFOE to pay dividends only out of its accumulated profits, which must be determined in accordance with Chinese accounting standards[51]. - The PRC government may impose restrictions on the ability to transfer cash and assets outside of the PRC, affecting operational funding[52]. - The withholding tax rate on dividends payable by Chinese companies to non-PRC-resident enterprises is generally 10%, but may be reduced to 5% under certain conditions for Hong Kong resident enterprises[51]. - The cash transfer among XChange TEC.INC, its subsidiaries, and the consolidated VIEs is typically conducted through payments for intercompany services or borrowings[52]. - There are no restrictions on foreign exchange for the Hong Kong subsidiary, allowing for cash transfers to U.S. investors[50]. Market and Competitive Risks - The company faces intense competition in the insurance agency market, with competitors having greater financial and marketing resources[94]. - The company is subject to customer concentration risk, with significant revenue derived from a limited number of clients and geographical regions[97]. - The company may not be able to maintain or improve profitability due to ongoing operational expansion and associated costs[81]. - The company launched its SaaS platform in 2023 to expand its insurance agency business from offline to online, with expectations of future revenue generation[104]. - The company has not yet generated revenue from the SaaS platform, and its success depends on market acceptance and regulatory requirements in China's insurance industry[104]. - The COVID-19 pandemic adversely affected the vehicle sales volume in the PRC automobile industry, impacting the company's automobile insurance business[109]. Cybersecurity and Data Privacy Risks - The company faces risks related to cybersecurity and data privacy, with increasing regulatory scrutiny in China that could impact its financial condition[120]. - The company may experience significant disruptions in services due to IT system failures, which could adversely affect its operations and profitability[112]. - The company is at risk of disintermediation as end customers may increasingly purchase insurance directly from insurance companies, impacting its business model[103]. - The company must continuously invest in IT and SaaS systems to keep up with technological developments, which may not always lead to increased profitability[113]. - The company faces potential reputational harm and regulatory sanctions due to misconduct by its in-house sales force and external referral sources[115]. Regulatory and Compliance Risks - The company has identified material weaknesses in internal control over financial reporting, specifically a lack of personnel knowledgeable in U.S. GAAP and SEC reporting requirements[130]. - As of September 30, 2025, the company concluded that its internal control over financial reporting was not effective, which could lead to errors in financial statements and loss of investor confidence[130]. - The company is subject to extensive regulation by the CBIRC, which has the authority to impose sanctions that could adversely affect business operations and profitability[134]. - Changes in regulations regarding insurance products and commission rates could materially impact the revenue and profitability of the company's insurance agency business[135]. - The company may face risks related to intellectual property infringement claims, which could divert resources and adversely affect business operations[125]. - The company must maintain various licenses and permits to conduct business, and failure to do so could materially impact operations[136]. - The company faces uncertainties regarding its VIE structure, which could be subject to regulatory changes that may affect its operations and financial performance[138]. - The company operates in China through contractual arrangements with Current VIEs, which are classified as foreign-invested enterprises under PRC laws[139]. - The PRC legal counsel believes that the contractual arrangements are valid and enforceable, but substantial uncertainties remain regarding PRC laws[140][141]. Economic and Political Risks - The company faces risks from changes in China's economic, political, or social conditions, which could adversely impact business and financial results[159][161]. - The PRC government exercises significant control over economic growth, which could adversely affect the company's business operations and financial condition[167]. - The PRC legal system presents uncertainties that could limit the reliability of legal protections available to the company and its subsidiaries[169]. Taxation and Currency Risks - The company may be treated as a PRC resident enterprise for tax purposes, potentially subjecting it to a 25% enterprise income tax on global income[183]. - Dividends payable to foreign investors may be subject to a 10% PRC withholding tax, affecting the value of investments in Class A Ordinary Shares[186]. - Indirect transfers of equity interests in PRC resident enterprises by non-PRC holding companies may be subject to PRC enterprise income tax at a rate of 10%[190]. - The PRC subsidiaries primarily rely on dividend payments in Renminbi to fund cash and financing requirements, which may be limited by governmental currency conversion controls[194]. - Significant revenue from PRC subsidiaries is denominated in Renminbi, and any restrictions on currency exchange may limit their ability to utilize cash for business activities outside of China[197]. - Fluctuations in the value of the Renminbi against the U.S. dollar may materially adversely affect investments, with potential appreciation or depreciation impacting conversion amounts[198][199]. - Limited hedging options are available in China to mitigate exposure to exchange rate fluctuations, and the company has not entered into material hedging transactions as of the report date[200]. Labor and Employment Risks - The enforcement of the PRC Labor Contract Law may adversely affect business operations, with specific provisions regarding employment contracts and severance payments[201][202]. - The company has accrued but not made full contributions to social insurance plans and housing provident funds, which may result in penalties or liabilities[204][205]. Market Performance and Compliance - The market price for the company's ADSs is volatile, influenced by factors such as regulatory developments, market conditions, and performance of other companies in the industry[218][219]. - The company received a notice from NASDAQ on November 8, 2024, indicating non-compliance with the minimum bid price requirement of US$1 per share, but regained compliance by November 26, 2024[221]. - On November 13, 2024, the company was notified of non-compliance with the minimum Market Value of Listed Securities (MVLS) of $35 million, which was regained by June 11, 2025[222][223]. - The company cannot assure compliance with all NASDAQ Listing Rules at all times, which could lead to delisting risks[224]. - Substantial future sales of ADSs in the public market could cause a decline in the market price of the ADSs[229]. - The company intends to retain most available funds and future earnings to fund business development and growth[227].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2024 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ...

SHANGHAI, May 1, 2024 /PRNewswire/ -- FLJ Group Limited (NASDAQ:FLJ) (the "Company"), today announced that it has received a letter dated April 25, 2024 (the "Determination Letter") from the listing qualifications department staff (the "Staff") of The Nasdaq Stock Market ("Nasdaq"), notifying that Nasdaq determined to deny the Company's request for continued listing on The Nasdaq Global Market, and further determined that the Company did not provide a definitive plan evidencing its ability to achieve near t ...

SHANGHAI, China, Feb. 16, 2024 (GLOBE NEWSWIRE) -- FLJ Group Limited (NASDAQ:FLJ) (the "Company"), today announced that it filed its annual report on Form 20-F for the fiscal year ended September 30, 2023 with the Securities and Exchange Commission ("SEC") on February 9, 2024. The annual report can be accessed on the Company's investor relations website at ir.fenglinju.cn as well as the SEC's website at http://www.sec.gov. The Company will provide a hard copy of its annual report containing the audited cons ...

SHANGHAI, China, Feb. 09, 2024 (GLOBE NEWSWIRE) -- FLJ Group Limited (NASDAQ:FLJ) ("FLJ" or the "Company"), today has agreed with the Alpha Mind Promissory Noteholders (defined below) to extend the maturity date of the Alpha Mind Promissory Note (defined below) from March 25, 2024 to June 30, 2024 (or such other date as the parties may further agree). As previously announced, the Company acquired all the issued and outstanding shares in Alpha Mind Technology Limited for an aggregate all-cash purchase price ...

Compliance and Regulatory Filings - FLJ Group Limited filed its report on Form 6-K for February 2024, indicating ongoing compliance with SEC regulations[1] - The registration statement on Form F-3 was initially filed on July 27, 2021, indicating the company's ongoing capital market activities[2] Financial Data and Performance - The report includes a press release as an exhibit, which may contain key financial data and performance metrics[3]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FLJ NASDAQ Global Market FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXC ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of ...

Financial Position - As of September 30, 2021, the company reported cash and cash equivalents of RMB 159,799,000, a decrease from RMB 159,799,000 in 2020[26] - The total liabilities of subsidiaries amounted to RMB 2,648,673,000 as of September 30, 2021, with a significant portion attributed to intercompany payables[28] - The company has a shareholders' deficit of RMB 2,246,028,000, indicating a challenging financial position[28] - The company recorded net losses of RMB498.3 million, RMB1,533.6 million, and RMB569.2 million (US$88.3 million) for FY 2019, FY 2020, and FY 2021, respectively, with an accumulated deficit of RMB4,378.7 million (US$679.6 million) as of September 30, 2021[41] - As of September 30, 2019, 2020, and 2021, the company's current liabilities exceeded current assets by RMB1,100.6 million, RMB1,758.7 million, and RMB2,171.0 million (US$336.9 million), respectively[44] Revenue and Losses - Net revenues for the company reached RMB 1,233,770 thousand, a slight increase from RMB 1,207,963 thousand in the previous year[29] - The net loss for the company was RMB (498,337) thousand, compared to a net loss of RMB (1,533,641) thousand in the previous year, indicating an improvement[29] - Revenue from value-added services as a percentage of net revenues decreased from 11.7% in FY 2019 to 8.5% in FY 2020, then increased to 9.4% in FY 2021[160] Cash Flow and Investments - Net cash provided by operating activities was RMB (20,149) thousand, a decrease from RMB (88,189) thousand in the previous year[29] - Net cash used in investing activities was RMB (460,663) thousand, compared to RMB (351,450) thousand in the previous year, reflecting increased investment outflows[29] - Net cash provided by financing activities was RMB 530,002 thousand, a significant increase from RMB 569,569 thousand in the previous year[29] - The balance of investments in subsidiaries and VIE as of September 30, 2021, was RMB (3,272,273) thousand, up from RMB (2,955,202) thousand in the previous year[32] Operational Risks - The company has significant cash flow management risks due to operations primarily based in China, which may affect financial stability[23] - The company faces significant risks including reliance on third parties and potential impacts from health epidemics like COVID-19, which could adversely affect its financial condition[37] - The company is subject to the Holding Foreign Companies Accountable Act, which may affect the trading of its American Depositary Shares (ADSs) if compliance is not met[23] Regulatory Environment - The company faces risks related to the complexity and uncertainties of PRC regulations, which could materially affect its business and results of operations[41] - The company is subject to potential dilution of ownership interests due to the conversion of convertible notes and exercise of warrants[41] - The company is subject to evolving PRC laws regarding data security and foreign investments, which could impact its operational capabilities and regulatory compliance[99] Market Conditions - The Chinese economy has shown slower growth since 2012, which may affect demand for rental apartments[53] - Economic conditions and government policies may create uncertainty that could depress the apartment rental market[55] - The competitive landscape in China's long-term apartment rental market includes challenges from larger competitors with greater resources and better access to tenant information[211] Tenant Management and Operations - The company relies on cooperation with a limited number of financial institutions, which poses a risk to its operations[37] - The company has taken measures to reduce costs and control the number of rental units contracted due to decreased occupancy rates during the COVID-19 pandemic[49] - The company has engaged in cost control measures and sought additional financial support from banks and financial institutions in response to the challenges posed by COVID-19[48] Technology and Innovation - The company has developed a technology-driven project management system to control renovation processes, but its effectiveness is not guaranteed[76] - The company has implemented a real-time data backup mechanism to ensure the reliability of its information technology infrastructure[204] - The company has developed a technology-driven project management system that allows for centralized dispatch of job requests and quality control throughout the renovation process[174] Shareholder and Corporate Governance - The company is classified as an "emerging growth company" and may take advantage of reduced reporting requirements, including not being required to comply with auditor attestation requirements of Section 404 of Sarbanes-Oxley Act[149] - The dual class share structure and concentration of ownership may discourage change of control transactions, potentially depriving other shareholders of premium opportunities[148] - The company may face challenges in enforcing foreign judgments in China, which may complicate legal processes[123] Future Outlook - The company has a limited operating history in a rapidly evolving market, making future prospects uncertain[37] - The company anticipates that competition will continue to intensify, affecting its ability to increase revenue and maintain profitability[63] - The company does not expect to pay any cash dividends in the foreseeable future, relying instead on price appreciation of the ADSs for returns on investment[134]

Financial Sensitivity and Risks - The company has a sensitivity analysis indicating that a 10% increase or decrease in interest rates would add or deduct RMB5.4 million (US$0.8 million) to interest expenses in FY 2020[794]. - A 10% depreciation of the U.S. dollar against the Renminbi may increase losses and shareholders' deficits by RMB0.8 thousand (US$0.1 thousand) for FY 2020[797]. - The company has not used any derivative financial instruments to manage interest rate or foreign exchange risk exposure[795][797]. - Liquidity risk is managed by monitoring financial positions and maintaining sufficient cash flows from operations and borrowings[800]. - The company aims to maintain a strong capital structure despite potential economic fluctuations and interest rate changes[795]. Currency and Inflation - The Renminbi appreciated approximately 10% against the U.S. dollar since June 2010, with fluctuations of approximately 3.2%, 4.1%, and (5.0)% in FY 2018, FY 2019, and FY 2020, respectively[796]. - Inflation in China has been relatively stable, with consumer price index increases of 2.1%, 2.9%, and 1.7% in 2018, 2019, and 2020, respectively[799]. Initial Public Offering (IPO) Proceeds - The company received net proceeds of US$44.5 million from its initial public offering, with total expenses incurred of approximately US$6.4 million[810][811]. - RMB229.2 million (US$33.8 million) of the IPO proceeds was used to expand the apartment network, including a deposit of approximately RMB200.0 million (US$29.5 million) for lease contracts[812]. - The company plans to use the remainder of the IPO proceeds as disclosed in its registration statements[813].