M&A - XChange TEC.INC

Form Type: 20-F

Filing Date: 2025-01-22

Corporate Action: Acquisition

Type: New

Accession Number: 000121390025005499

Filing Summary: XChange TEC.INC conducted an acquisition of Alpha Mind Technology Limited, an insurance agency and insurance technology business operating in the People's Republic of China. The acquisition agreement was entered into on November 22, 2023, and was finalized on December 28, 2023. This strategic acquisition aligns with the company’s efforts to expand its insurance services through a variable interest entity (VIE) structure, allowing XChange TEC.INC to consolidate the financial results of the Current VIEs under U.S. GAAP. The document details the dual-class share structure of the company, indicating a significant concentration of voting power with Golden Stream Ltd., which holds all Class B shares, representing a critical influence over corporate matters. Furthermore, it outlines the potential risks related to the VIE structure and the company's reliance on contractual arrangements for operational control, which may pose challenges in enforcement and jurisdictional issues under Chinese law.