Financial Performance - Total net revenues for the year ended June 30, 2024, were $21,818,000, an increase of 43.5% from $15,256,000 in 2023[31] - Operating costs and expenses for the year ended June 30, 2024, were $22,592,000, up from $18,590,000 in 2023, reflecting a 21.5% increase[31] - The net loss from continuing operations for the year ended June 30, 2025, was $5,790,000, compared to a loss of $765,000 in 2024[31] - The company reported a total cash outflow from operating activities of $6,482,000 for the year ended June 30, 2025[32] - Total operating costs and expenses from continuing operations for the year ended June 30, 2025, were $3,685,000, a decrease from $22,592,000 in 2024 and $18,590,000 in 2023[218] - Compensation and benefits expenses for continuing operations increased to $15,808,000 in 2024, up from $5,114,000 in 2023, but were not reported for 2025[218] - Share-based compensation expenses recorded for the years ended June 30, 2023, 2024, and 2025 were US$0.8 million, US$0.1 million, and US$0.2 million, respectively[225] Assets and Equity - Cash and cash equivalents decreased from $15,184,000 at the end of June 30, 2024, to $950,000 at the end of June 30, 2025[33] - The company reported total assets of $9,889,000 as of June 30, 2025, down from $16,742,000 in 2024[30] - Shareholder's equity increased from $2,562,000 in 2024 to $9,731,000 in 2025, indicating a significant improvement in the company's financial position[30] Corporate Restructuring and Strategy - The company underwent a series of corporate restructuring in fiscal years 2024 and 2025, terminating historical businesses in China and exiting wealth management and asset management operations in Hong Kong[43] - The company is focusing on developing early-stage technology businesses in sectors such as e-commerce, digital assets, and consumer healthcare[36] - The company is repositioning to become a technology company, focusing on e-commerce, digital assets, and consumer healthcare, with potential expansion into other technology sectors[44] - The company completed its exit from the wealth management business in China on June 28, 2024, by terminating contractual arrangements with its major variable interest entity (VIE)[152] - The company disposed of certain subsidiaries in Hong Kong for a total consideration of $641,000, marking a strategic exit from overseas wealth management and asset management[153] - The company has shifted its focus towards high-growth opportunities in the technology industry, targeting sectors such as e-commerce and digital assets[211] Risks and Challenges - The company faces significant operational and financial risks in its new e-commerce ventures, including customer acquisition and retention challenges[50] - The company may rely on third-party intellectual property, which may not be available on commercially reasonable terms, potentially impacting its technology businesses[52] - The company anticipates varying operating and financial results due to factors such as demand changes and supply chain management issues[50] - The company is exposed to risks related to manufacturing and supply chain management, which could affect product supply and operational efficiency[51] - The company may face heightened operational, regulatory, financial, and cybersecurity risks as it expands into cryptocurrencies and digital assets[55] - The company’s risk management policies may not be fully effective in mitigating risks in all market environments, potentially leading to investment losses[62] - The company’s reputation and brand recognition are critical to its success, and any harm to them could adversely affect its business and financial condition[59] - The company may face litigation risks related to its past wealth management and asset management businesses, which could adversely affect its financial condition[64] - The company has limited insurance coverage, which may expose it to substantial costs from unexpected events or litigation[73] Regulatory Environment - The company is subject to the Sarbanes-Oxley Act, requiring management to report on the effectiveness of internal controls, which may strain operational and financial resources[79] - The PRC government has increased regulatory scrutiny over companies, which may lead to higher compliance costs and affect the company's ability to operate[89] - The company faces uncertainties regarding compliance with evolving PRC laws and regulations, which could impact its operations and financial condition[86] - The company faces uncertainties regarding regulatory scrutiny from the SEC, PCAOB, and Nasdaq, which could impact its ability to maintain its listing and may lead to delisting if audit requirements are not met[106] - The PRC government may increase oversight over overseas listings and foreign investments, potentially resulting in adverse changes to the company's operations in Hong Kong[108] - Recent regulations from the CSRC require Chinese companies with overseas listings to file for any follow-on offerings within three business days, adding compliance obligations[109] Internal Controls and Governance - The company has identified material weaknesses in internal control over financial reporting, including insufficient resources and lack of monitoring mechanisms, which could lead to inaccuracies in financial statements[75] - The company has implemented measures to address identified material weaknesses, including hiring experienced personnel and enhancing technology adoption[76] - The chairman of the board, Mr. Lawrence Wai Lok, beneficially owns 66.67% of the outstanding share capital, allowing him to exert significant influence over corporate decisions[68] - The company is exempt from certain U.S. securities regulations as a foreign private issuer, which may limit shareholder protections[144] - The company intends to follow home country practices for corporate governance, which may provide less protection to shareholders compared to Nasdaq requirements[145] Market Conditions and Investor Sentiment - The trading price of the company's ADSs is likely to be volatile, influenced by market conditions and the performance of other Chinese companies[115] - Negative perceptions regarding corporate governance or accounting practices in the industry could adversely affect investor sentiment towards the company[116] - Limited research coverage by analysts could lead to decreased visibility in financial markets, negatively impacting the market price of the company's ADSs[120] - Substantial sales of ADSs by existing shareholders could adversely affect their market price and the company's ability to raise capital in the future[121] - Short selling practices may negatively impact the market price of the company's ADSs[126] - Negative publicity could lead to significant resource expenditure for investigations and defense against allegations[128] Operational Changes - The company has deemed its contractual agreements with its VIEs in China as invalid, resulting in the exclusion of these entities from its financial statements for the year ended June 30, 2024[207] - The company no longer holds financial service licenses in Hong Kong following its strategic exit from financial services[208] - The company expects revenues from client referral services to remain significantly challenged in the near future[210] - The company incurred significant sales and marketing expenses to acquire new consumers as part of its new business initiatives[211] - The company reported a total of $1,181,000 in revenues from discontinued operations for the two months ended August 31, 2024, down from $6,205,000 in 2024 and $3,328,000 in 2023[213] - For the fiscal year ended June 30, 2025, the company reported no revenues from discontinued operations, following the exit from wealth management and asset management services[161] - The total premium of insurance products referred to clients amounted to $15.2 million in 2023, $21.8 million in 2024, and $0 in 2025, indicating a complete cessation of these services[161]

Financial Performance - Santech's total revenues for the year ended June 30, 2024, were $28,023,000, representing a 51% increase from $18,584,000 in 2023[35]. - The company reported a net loss of $743,000 for the year ended June 30, 2024, compared to a net loss of $3,469,000 in 2023, indicating a significant reduction in losses[35]. - As of June 30, 2024, Santech's cash and cash equivalents increased to $15,184,000 from $12,620,000 in 2023, reflecting a positive cash flow trend[36]. - Santech's operating expenses for the year ended June 30, 2024, totaled $28,259,000, with compensation and benefits accounting for $17,259,000, a significant increase from $6,486,000 in 2023[35]. - The company reported an asset impairment loss of $2,158,000 for the year ended June 30, 2024, compared to $5,305,000 in 2023, showing a decrease in impairment charges[35]. - Santech's accumulated deficit increased to $30,700,000 as of June 30, 2024, from $29,957,000 in 2023, reflecting ongoing financial challenges[33]. - Wealth management services accounted for 86.0% of total revenues in 2024, up from 84.1% in 2023, indicating a strong focus on this segment[225]. - The company’s asset management services generated revenues of $3,919,000 in 2024, accounting for 14.0% of total revenues, down from 15.9% in 2023[225]. Strategic Shift - Following the termination of contractual arrangements with Hywin Wealth Management on June 28, 2024, Santech has ceased operations in China and repositioned itself as a technology company focusing on consumer technology, consumer healthcare, and enterprise technology[30][39]. - The company has phased out its overseas wealth management and asset management services, indicating a strategic shift in business focus[30][40]. - The company has exited the wealth management and asset management businesses in the PRC as of June 28, 2024, which may impact its future performance[48]. - The company is repositioning to become a technology company, focusing on consumer technology, consumer healthcare, and enterprise technology, but currently has no operational products in these sectors[49]. - The company has ceased seeking new business in overseas wealth management and asset management services, shifting focus to consumer technology, consumer healthcare, and enterprise technology[219]. - The company’s financial statements for the year ended June 30, 2024, were prepared excluding PRC subsidiaries and VIEs, reflecting a strategic shift in business focus[219]. Operational Challenges - The company may face significant risks related to manufacturing and supply chain management, which could affect its ability to supply products and services[55]. - The company may need to rely on third-party intellectual property, which may not be available on commercially reasonable terms, potentially impacting its business[56]. - The company may face challenges in recruiting and retaining skilled personnel necessary for its new business strategies in technology sectors[54]. - The company’s operations could be adversely affected by health epidemics, natural disasters, and other extraordinary events, impacting work efficiency and productivity[65]. - The company faces various cybersecurity threats that could compromise the confidentiality of client data, impacting its reputation and operations[78]. - The company has exited historical services in wealth management and asset management, but still faces obligations to protect clients' privacy and confidential information, which may expose it to security threats and potential liability[79]. Regulatory and Compliance Issues - The company has deemed its contractual agreements with its PRC VIEs as invalid due to loss of control, impacting its financial reporting[30][40]. - The evolving legal environment in China presents uncertainties that could adversely affect the company's compliance and operational stability[96][97]. - The PRC government has increased regulatory oversight in areas such as anti-monopoly, cybersecurity, and data privacy, which may significantly impact the company's operations and compliance costs[99]. - The company may depend on the performance of distributors and resellers, which could impact its market presence and sales[57]. - The company is exposed to litigation risks as it transitions to consumer technology, consumer healthcare, and enterprise technology sectors, which may lead to significant legal costs[73]. Market and Investor Risks - The company’s ADS trading price is likely to be volatile, which could result in substantial losses for investors[46]. - Negative perceptions regarding corporate governance or accounting practices of other Chinese companies may adversely affect investor attitudes towards the company[123]. - The company faces risks related to fluctuations in revenues, earnings, and user engagement data, which could impact the market price of its ADSs[125]. - Historical trading of the company's ADSs has been sporadic, leading to potential price distortions due to low liquidity[126]. - Limited research coverage by securities analysts may lead to a decline in the market price of the company's ADSs if unfavorable reports are published[127]. - The sale of substantial amounts of ADSs could adversely affect their market price and the company's ability to raise capital[128]. Corporate Governance - The chairman of the board, Mr. Lawrence Wai Lok, holds 66.67% of the outstanding share capital, allowing him to exert significant control over corporate decisions[77]. - The company has established an internal compliance system to supervise service quality and regulatory compliance, but risks of misconduct remain[70]. - The company has anti-takeover provisions that could limit the ability of others to acquire control, potentially affecting shareholder rights[136]. - Enforcement of judgments against the company or its directors may be difficult due to its incorporation in the Cayman Islands and operations in various jurisdictions[137]. Insurance and Risk Management - The company has limited insurance coverage, which may expose it to substantial costs from unexpected events or litigation[83]. - Material weaknesses in internal control over financial reporting have been identified, including insufficient resources and lack of monitoring mechanisms, which could lead to inaccuracies in financial statements[84][85]. - The company has hired experienced personnel and is enhancing internal controls through technology adoption and training to address identified weaknesses[86]. Intellectual Property - The company relies on copyright, trade secret, trademark, and anti-unfair competition laws to protect its intellectual property, but unauthorized use by competitors could adversely affect revenues and competitive position[80]. - The company has not faced any intellectual property litigation to date, but future claims could be costly and time-consuming, potentially resulting in loss of significant rights[81]. - Confidentiality agreements with employees and partners may not effectively prevent the disclosure of trade secrets, which could adversely affect the company's competitive position[82]. Client and Market Dynamics - The number of active clients in overseas wealth management increased to 478 in 2024, compared to 885 in 2023, reflecting a decline due to disruptions in brand and operations[223]. - The average revenue per employee rose to $0.8 million in 2024, up from $0.6 million in 2023, showcasing improved productivity[222]. - The competitive landscape for consumer technology and healthcare is characterized by aggressive price competition and rapid technological advancements[175]. - The company aims to leverage its historical client base as it develops new products in the consumer technology and healthcare sectors[173].

Core Viewpoint - The Supreme Court of the State of New York has approved a proposed class action settlement for purchasers of Hywin Holdings Ltd. American Depositary Shares, amounting to $1,000,000 in cash, which aims to resolve all claims in the action [3][4]. Group 1: Settlement Details - The proposed settlement is for $1,000,000 in cash on behalf of the Settlement Class, which includes all individuals and entities that purchased Hywin's American Depositary Shares between March 25, 2021, and March 19, 2024 [3][4]. - A Fairness Hearing is scheduled for August 5, 2025, to determine the approval of the proposed settlement and other related matters [4][5]. Group 2: Class Member Information - Settlement Class Members must submit a Proof of Claim by July 31, 2025, to be eligible for compensation from the settlement [7]. - Members wishing to exclude themselves from the Settlement Class must submit a request for exclusion postmarked by July 15, 2025 [8]. Group 3: Objections and Inquiries - Any objections to the proposed settlement or related applications must be filed by July 15, 2025 [9]. - Inquiries regarding the settlement should be directed to Plaintiff's Counsel or the Claims Administrator, not the Court [10].

Core Viewpoint - Santech Holdings Limited has announced significant changes in its board and management due to the detention of its Chairman and CEO, which may impact the company's operations and reputation [1][2][6]. Group 1: Board and Management Changes - Mr. Han Hongwei, the Chairman, and Madame Wang Dian, the CEO, are under investigation by the Shanghai Municipal Public Security Bureau for alleged illegal activities related to Hywin Wealth Management [1]. - Mr. Lawrence Wai Lok has been appointed to the Board and as the acting CEO, tasked with reviewing business operations and leading strategic transformation [2]. - The Board has retained independent US counsel for legal advice on US securities laws, emphasizing a commitment to good corporate governance [3]. Group 2: Company Background and Strategic Focus - Santech Holdings Limited is a consumer-focused technology company that previously served high net-worth clients in financial services and health management [4]. - The company has exited its historical financial services business and is exploring new opportunities in technology, including new retail, social e-commerce, and the metaverse [4][6].

Core Viewpoint - Hywin Holdings Ltd. will hold an extraordinary general meeting (EGM) on July 17, 2024, to discuss resolutions for shareholder approval [1][2] Group 1: Company Information - Hywin Holdings Ltd. is set to be renamed Santech Holdings Limited and is transitioning from financial services to focus on technology opportunities, including new retail, social e-commerce, and the metaverse [3] - The company has historically catered to high net-worth clients in China, building a substantial customer base in financial services and health management [3] Group 2: EGM Details - The EGM will take place at Meeting Room 15B, Level 15, AIA Central, Hong Kong, at 10:00 a.m. Hong Kong Time on July 17, 2024 [1] - Shareholders of record for ordinary shares and American Depositary Shares (ADSs) as of June 20, 2024, will be eligible to attend and vote at the EGM [2]

Group 1 - Hywin Holdings Ltd. will hold an extraordinary general meeting (EGM) on July 17, 2024, in Hong Kong to discuss resolutions for shareholder approval [1] - Record holders of the Company's ordinary shares and American Depositary Shares (ADSs) as of June 20, 2024, will be eligible to attend and vote at the EGM [2] - Hywin Holdings Limited is transitioning to Santech Holdings Limited, focusing on technology opportunities in new retail, social e-commerce, and the metaverse, after exiting its historical financial services business [3]

Core Viewpoint - Hywin Holdings Ltd. has faced significant challenges in its operations due to changes in the asset management industry and economic conditions in China, leading to a substantial decline in revenues and a shift in business strategy towards technology sectors [1][3][4]. Financial Performance - Total revenues for the first half of fiscal year 2024 decreased by 23.6% to RMB791.2 million (US$110.5 million) from RMB1,036.0 million in the same period of 2022 [5][11]. - Net revenues from wealth management services fell by 28.1% to RMB697.8 million (US$97.5 million) due to a weak economic environment and redemption issues [11][12]. - Net revenues from insurance brokerage services increased by 122.1% to RMB151.3 million (US$21.1 million), driven by rising demand post-COVID reopening [12]. - Net revenues from Hywin Health increased by 83.1% to RMB70.1 million (US$9.8 million) [12][8]. Business Strategy and Transformation - The Company has exited the asset-backed products business and wealth management sector, focusing on innovative business models in technology, including new retail, social e-commerce, and metaverse industries [3][4]. - The Company plans to change its name from Hywin Holdings Ltd. to Santech Holdings Limited, pending shareholder approval [3]. Operational Challenges - The redemption issues in the asset-backed products business have significantly disrupted the Company's brand and operations, leading to a loss of client confidence [1][2]. - The Company anticipates a significant reduction in operational scale and revenue in the near term as it undergoes this transformation [4]. Impairment and Losses - The Company reported a net loss of RMB1,068.8 million (US$149.3 million) for the first half of fiscal year 2024, compared to a net income of RMB70.6 million in the same period of 2022 [16][15]. - Impairment losses on goodwill and long-lived assets totaled RMB468.6 million, reflecting the adverse impacts of the redemption issues on the Company's brand [8][13]. Balance Sheet Overview - As of December 31, 2023, the Company had RMB330.0 million (US$46.6 million) in cash and cash equivalents, a decrease from RMB945.9 million as of June 30, 2023 [18]. - The Company’s total assets were RMB2,373.5 million (US$335.0 million) as of December 31, 2023 [26].

Core Viewpoint - The company, Hywin Holdings Ltd., is undergoing a strategic business transformation, exiting its wealth and asset management businesses, shifting focus to the technology sector, and changing its name to Santech Holdings Limited [1][4]. Exit from Wealth Management and Asset Management Businesses - The company will terminate its contractual arrangements with Hywin Wealth Management, leading to the cessation of its wealth and asset management businesses. Following this termination, Hywin Wealth Management will no longer be a consolidated entity and will be controlled by Mr. Han Hongwei, who will address ongoing redemption issues for affected clients [2]. New Business Focus in Technology - The company plans to transition into a technology-focused entity, exploring innovative opportunities in sectors such as new retail, social e-commerce, and the metaverse. It may pursue growth through organic development or strategic partnerships [3]. Change of the Company's Name - To reflect its new business direction, the company intends to change its name from Hywin Holdings Ltd. to Santech Holdings Limited, with a corresponding Chinese name. An extraordinary general meeting will be held to approve this name change [4]. Company Background - Historically, the company served high net-worth clients in financial services and health management, but it is now actively seeking new opportunities in technology, having exited its previous financial services businesses [6].

Core Viewpoint - The company, Hywin Holdings Ltd., is undergoing a strategic business transformation, exiting its wealth and asset management businesses, shifting focus to the technology sector, and changing its name to Santech Holdings Limited [1][4]. Group 1: Exit from Wealth and Asset Management - The company will completely exit its wealth management and asset management businesses by terminating the China VIE Agreements with Hywin Wealth Management Co., Ltd. [2] - Following the termination, Hywin Wealth Management will no longer be a consolidated entity and will be owned and controlled by Mr. Han Hongwei, who will continue to address ongoing redemption issues for affected clients [2]. Group 2: New Business Focus in Technology - The company plans to transition into a technology-focused entity, exploring innovative opportunities in sectors such as new retail, social e-commerce, and the metaverse [3]. - The company may pursue growth in the technology sector through organic development of new models or by forming strategic partnerships [3]. - There will be an assessment of remaining assets and operations in health management services, with potential alternatives being considered [3]. Group 3: Change of Company Name - To reflect its new business direction, the company intends to change its name from Hywin Holdings Ltd. to Santech Holdings Limited, with a corresponding Chinese name [4]. - An extraordinary general meeting will be convened to pass a special resolution for the name change [4]. - The board of directors approved the business transformation plan on June 28, 2024 [4].

Core Points - Hywin Holdings Ltd. will hold its annual general meeting (AGM) on June 28, 2024, at 10:00 a.m. Beijing time, via conference call [1] - No proposals will be submitted for shareholder approval at the AGM [1] - The record date for determining shareholders entitled to attend the AGM is set as June 6, 2024 [1] Company Information - Hywin Holdings Ltd. is a leading independent wealth and health management service provider in China, focusing on asset allocation advisory services and comprehensive financial products for high-net-worth clients [4] - The primary services offered by the company include insurance brokerage services, health management services, overseas wealth and asset management services, and other wealth management services [4] - The company collaborates with leading insurance companies in Hong Kong and globally to provide insurance brokerage services [4] - Hywin also offers integrated and high-end health screening and management services to high-net-worth clients in China [4]