UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of August
Commission File Number:
(Registrant’s Name)
People’s Republic of
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
This report on Form 6-K, including the exhibits hereto, is hereby incorporated by reference into the Registrant’s Registration Statement on Form F-3 initially filed with the U.S. Securities and Exchange Commission on July 27, 2021 (Registration No. 333-258187) and shall be a part thereof from the date on which this current report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.
TABLE OF CONTENTS
i
Management’s Discussion and Analysis of Financial Condition and Results of Operations
XChange TEC.INC (formerly known as “FLJ Group Limited”) (the “Company,” “we,” “us” or “our”) conducts its insurance agency and insurance technology businesses in the People’s Republic of China (the “PRC” or “China”) since its acquisition of Alpha Mind Technology Limited (“Alpha Mind”) on December 28, 2023 (the “Acquisition”). Alpha Mind conducts its insurance agency and insurance technology businesses through its indirectly wholly-owned subsidiary, Jiachuang Yingan (Beijing) Information & Technology Co., Ltd. (the “WFOE”) and the WFOE’s consolidated variable interest entities, namely, Huaming Insurance Agency Co., Ltd. (“Huaming Insurance”) and Huaming Yunbao (Tianjin) Technology Co., Ltd. (“Huaming Yunbao,” together with Huaming Insurance, the “VIEs”). On May 21, 2024, the Company changed its name from “FLJ Group Limited” to “XChange TEC.INC” and began trading under the new ticker symbol “XHG” on The Nasdaq Stock Market, LLC (“NASDAQ”) effective on June 3, 2024.
Before its acquisition of Alpha Mind, the Company, through Haoju (Shanghai) Artificial Intelligence Technology Co., Ltd. (“Q&K AI”), operated a rental apartment operation platform in the PRC, providing rental and value-added services to young, emerging urban residents since 2012. The Company sources and converts apartments to standardized furnished rooms and leases to young people seeking affordable residence in cities in the PRC. The business was disposed of in October 2023 (the “Disposal”).
We are currently a professional insurance agency which provides a wide variety of insurance products in China. We are committed to providing insurance purchasers with comprehensive services, spanning from application to claim settlement, through our professional and dedicated approach. Since our establishment in 2014, initially specializing in automobile insurance, we have accumulated substantial expertise and successfully expanded our insurance product portfolio to encompass a wide range of offerings. These include life, health, group accident, and various other property-related insurances.
Leveraging the growing ubiquity of mobile internet, we introduced our cutting-edge SaaS platform in 2023. This technological advancement has significantly streamlined and popularized our insurance agency business, enhancing accessibility and convenience for our customers.
With our strong foundation and unwavering commitment to excellence, we are confident in our ability to maintain a prominent position in the thriving Chinese insurance agency market. Furthermore, we are well-positioned to leverage our professional services and innovative technology, enabling us to emerge as a leader in China’s insurance agency sector. We are principally engaged in the insurance agency business primarily through a “Business to Business to Consumer,” or B2B2C, model. We offer a wide variety of insurance products underwritten by major insurance companies in China to insurance purchasers and generate revenue from commissions from the insurance companies, typically based on a percentage of the premium paid by insurance purchasers.
Summary Consolidated Financial and Operating Data
The summary unaudited condensed consolidated financial information for the six months ended March 31, 2023 and 2024 and as of March 31, 2024 has been derived from our unaudited condensed consolidated financial statements as of and for the six months ended March 31, 2024 included herein. Our unaudited condensed consolidated financial statements have been prepared on a basis consistent with our audited consolidated financial statements. The summary condensed consolidated balance sheet data as of September 30, 2023 has been derived from our audited consolidated financial statements included in our annual report on Form 20-F for the fiscal year ended September 30, 2023 filed with the SEC on February 9, 2024 (the “FY 2023 annual report”). The summary condensed consolidated financial data should be read in conjunction with those financial statements and the accompanying notes and “Item 5. Operating and Financial Review and Prospects” included in our FY 2023 annual report.
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Summary Unaudited Condensed Consolidated Statements of Comprehensive Loss
| For the Six Months Ended March 31, | ||||||||||||
| 2023 | 2024 | |||||||||||
| RMB | RMB | USD | ||||||||||
| (in thousands) | ||||||||||||
| Revenues | — | 76,744 | 10,629 | |||||||||
| Cost of revenues | — | (72,555 | ) | (10,049 | ) | |||||||
| Gross profit | — | 4,189 | 580 | |||||||||
| Operating costs and expenses: | ||||||||||||
| Selling and marketing expenses | (12 | ) | (2,894 | ) | (401 | ) | ||||||
| General and administrative expenses | (5,494 | ) | (6,925 | ) | (959 | ) | ||||||
| Research and development expenses | (22 | ) | (15 | ) | (2 | ) | ||||||
| Total operating costs and expenses | (5,528 | ) | (9,834 | ) | (1,362 | ) | ||||||
| Loss from continuing operations | (5,528 | ) | (5,645 | ) | (782 | ) | ||||||
| Interest expense, net | (621 | ) | (10,826 | ) | (1,499 | ) | ||||||
| Other income, net | 2,153 | 560 | 78 | |||||||||
| Loss from continuing operations before income taxes | (3,996 | ) | (15,911 | ) | (2,203 | ) | ||||||
| Income tax expense | — | (48 | ) | (7 | ) | |||||||
| Net loss from continuing operations | (3,996 | ) | (15,959 | ) | (2,210 | ) | ||||||
| Net (loss) income from discontinued operations | (39,329 | ) | 403,385 | 55,868 | ||||||||
| Net (loss) income | (43,325 | ) | 387,426 | 53,658 | ||||||||
| Weighted average number of ordinary shares used in computing net loss per share—Basic and diluted* | 2,771,593,703,900 | 2,837,892,046,400 | 2,837,892,046,400 | |||||||||
| Net (loss) earnings per share — Basic and diluted | (0.00 | ) | 0.00 | 0.00 | ||||||||
| Net loss per share from continuing operations—Basic and diluted | (0.00 | ) | (0.00 | ) | (0.00 | ) | ||||||
| Net (loss) earnings from per share discontinued operations—Basic and diluted | (0.00 | ) | 0.00 | 0.00 | ||||||||
| Comprehensive (loss) income | ||||||||||||
| Net (loss) income | (43,325 | ) | 387,426 | 53,658 | ||||||||
| Other comprehensive income (expenses), net of tax of nil: | ||||||||||||
| Foreign currency translation adjustments | 5,160 | (3,212 | ) | (445 | ) | |||||||
| Comprehensive (loss) income | (38,165 | ) | 384,214 | 53,213 | ||||||||
2
Summary Condensed Consolidated Balance Sheet Data
| As of September 30, 2023 | As of March 31, 2024 | |||||||||||
| RMB | RMB | USD | ||||||||||
| (unaudited) | (unaudited) | |||||||||||
| (in thousands) | ||||||||||||
| Total current assets | 85,653 | 51,808 | 7,177 | |||||||||
| Total non-current assets | — | 1,290,415 | 178,719 | |||||||||
| Total assets | 85,653 | 1,342,223 | 185,896 | |||||||||
| Total current liabilities | 729,077 | 1,566,483 | 216,955 | |||||||||
| Total non-current liabilities: | — | 349 | 48 | |||||||||
| Total liabilities | 729,077 | 1,566,832 | 217,003 | |||||||||
| Total shareholders’ deficit | (643,424 | ) | (224,609 | ) | (31,107 | ) | ||||||
| Total liabilities and shareholders’ deficit | 85,653 | 1,342,223 | 185,896 | |||||||||
Summary Unaudited Condensed Statement of Cash Flows
| For the Six Months Ended March 31, | ||||||||||||
| 2023 | 2024 | |||||||||||
| RMB | RMB | USD | ||||||||||
| (in thousands) | ||||||||||||
| Net cash used in operating activities | (25,478 | ) | (2,088 | ) | (290 | ) | ||||||
| Net cash provided by investing activities | — | 10,069 | 1,394 | |||||||||
| Net cash provided by financing activities | 25,527 | 1,881 | 234 | |||||||||
| Effect of foreign exchange rate changes | (545 | ) | 1,803 | 277 | ||||||||
| Net (decrease)/increase in cash and cash equivalents and restricted cash | (496 | ) | 11,665 | 1,615 | ||||||||
| Cash, cash equivalents and restricted cash at the beginning of the period | 2,878 | 360 | 50 | |||||||||
| Cash, cash equivalents and restricted cash at the end of the period | 2,382 | 12,025 | 1,665 | |||||||||
| Less: Cash, cash equivalents and restricted cash from discontinued operations at the end of the period | (2,168 | ) | — | — | ||||||||
| Cash, cash equivalents and restricted cash from continuing operations at the end of the period | 214 | 12,025 | 1,665 | |||||||||
Critical Accounting Policies, Judgments and Estimates
Our expectations regarding the future are based on available information and assumptions that we believe to be reasonable, which together form our basis for making judgments about matters that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application.
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An accounting policy is considered critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time such estimate is made and if different accounting estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur, could materially impact the combined and consolidated financial statements.
When reading our consolidated financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions.
Our critical accounting policies and practices include the following: (i) revenue recognition; (ii) Discontinued operations; (iii) income taxes. See Note 2—Summary of Principal Accounting Policies to our unaudited condensed consolidated financial statements as of and for the six months ended March 31, 2024 included herein for the disclosure of these accounting policies. We believe the following accounting estimates involve the most significant judgments used in the preparation of our financial statements.
Revenue Recognition
We were a technology-driven long-term apartment rental platform in China before the Disposal. We did not generate revenues since we became a shell company after the Disposal and prior to the consummation of the Acquisition. As a result of the consummation of the Acquisition, the Company ceased to be a shell company and conducted the principal business of Alpha Mind as an agency to sell insurance products.
We recognize revenue under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:
| ● | Step 1: Identify the contract with the customer |
| ● | Step 2: Identify the performance obligations in the contract |
| ● | Step 3: Determine the transaction price |
| ● | Step 4: Allocate the transaction price to the performance obligations in the contract |
| ● | Step 5: Recognize revenue when the company satisfies a performance obligation |
We generate revenue primarily from our insurance agency services. According to the agency service contracts made by and between us and insurance carriers, Alpha Mind is authorized to sell insurance products provided by insurance companies to the insureds as an insurance agent, and collects commission from the respective insurance carriers as revenue.
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The commission charged is determined by the terms agreed in the agency service contract, typically a percentage of insurance premium. The performance obligation is considered met and revenue is recognized when the insurance agency services are rendered and completed at the time an insurance policy becomes effective and the premium is collected from the insured.
The necessary data to reasonably determine the revenue amount is controlled by the insurance companies, and bill statement is confirmed with us on a monthly basis. Alpha Mind has met all the criteria of revenue recognition when the premiums are collected by the respective insurance carriers and not before, because collectability is not ensured until receipt of the premium.
Therefore, we do not accrue any commissions prior to the receipt of the related premiums of insurance carriers, due to the specific practice in the industry.
Discontinued operations
In accordance with ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the components of an entity meets the criteria in paragraph 205-20-45-1E to be classified as held for sale. When all of the criteria to be classified as held for sale are met, including management, having the authority to approve the action, commits to a plan to sell the entity, the major current assets, other assets, current liabilities, and noncurrent liabilities shall be reported as components of total assets and liabilities separate from those balances of the continuing operations. At the same time, the results of all discontinued operations, less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the net income (loss) of continuing operations in accordance with ASC 205-20-45.
As of September 30, 2023, our long-term apartment rental business in the PRC met all the conditions required in order to be classified as a discontinued operation. Accordingly, the operating results of long-term apartment rental business in the PRC are reported as a loss from discontinued operations in the accompanying unaudited condensed consolidated financial statements for all periods presented. In addition, the assets and liabilities related to long-term apartment rental business in the PRC are reported as assets and liabilities of discontinued operations in the accompanying unaudited condensed consolidated balance sheets. For additional information, see Note 3, “Disposition of Long-term Apartment Rental Business.”
Income Taxes
Current income taxes are provided on the basis of profit before income tax for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions. The Company follows the asset and liability method of accounting for income taxes.
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Deferred income taxes are provided using assets and liabilities method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.
Deferred tax assets are recognized to the extent that these assets are more likely than not to be realized. In making such determination, the management considers all positive and negative evidence, including future reversals of projected future taxable income and results of recent operation.
In order to assess uncertain tax positions, the Company applies a more likely than not threshold and a two-step approach for the tax position measurement and financial statement recognition. Under the two-step approach, the first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. The Company recognizes interest and penalties, if any, under accrued expenses and other current liabilities on its unaudited condensed consolidated balance sheet and under other expenses in its unaudited condensed consolidated statement of comprehensive (loss) income. As of September 30, 2023 and March 31, 2024, the Company did not have any significant unrecognized uncertain tax positions.
Results of Operations
Revenues
Our total revenues are generated from insurance agency service amounted RMB76.7 million (US$10.6 million) in the six months ended March 31, 2024. We were a technology-driven long-term apartment rental platform in China before the Disposal. For the six months ended March 31, 2023, revenues are primarily derived from rental service and value-added services. On October 31, 2023, as a result of the Disposal, we no longer conduct the long-term apartment rental business and did not generate revenues since we became a shell company after the Disposal and prior to the consummation of the Acquisition. After the consummation of the Acquisition on December 28, 2023, the Company ceased to be a shell company and conducted the principal business of Alpha Mind as an agency to sell insurance products. Thus, for the six months ended March 31, 2024, revenue was generated from commissions from the insurance companies.
Cost of revenues
Cost of revenues consists primarily of commissions paid to distribution channels. We generally recognize commissions as cost of revenues when incurred. Our cost of revenues is RMB 72.6 million (US$10.0 million) in the six months ended March 31, 2024.
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Total Operating expenses
Our total operating expenses increased by 77.9% from RMB5.5 million in the six months ended March 31, 2023 to RMB 9.8 million (US$1.4 million) in the six months ended March 31, 2024, primarily due to the increase of general administration expenses and selling expense.
Selling and marketing expenses. Our selling and marketing expenses increased by 24016.7% from RMB12 thousand in the six months ended March 31, 2023 to RMB 2.9 million (US$0.4 million) in the six months ended March 31, 2024, primarily due to the strategy shift and business changes. In the six months ended March 31, 2024, selling expenses mainly consisted of advertising and marketing expenses for insurance agency business.
General and administrative expenses. Our general and administrative expenses increased by 26.0% from RMB5.5 million in the six months ended March 31, 2023 to RMB 6.9 million (US$1.0 million) in the six months ended March 31, 2024, primarily due to the strategy shift and business changes.
Research and development expenses. Our research and development expenses decreased from RMB22 thousand in the six months ended March 31, 2023 to RMB 15 thousand (US$2 thousand) in the six months ended March 31, 2024, primarily due to the strategy shift and business changes.
Loss from continuing operations
As a result of the foregoing, our loss from operations increased by 2.1% from RMB5.5 million in the six months ended March 31, 2023 to RMB5.6 million (US$0.8 million) in the six months ended March 31, 2024.
Interest expense, net
Our net interest expense increased by 1643.3% from RMB0.6 million in the six months ended March 31, 2023 to RMB 10.8million (US$1.5 million) in the six months ended March 31, 2024. The increase was primarily attributable to the promissory notes for the purchase price of the Acquisition of Alpha Mind. The promissory notes have a maturity of 90 days from the closing date, an interest rate at an annual rate to 3% per annum and will be secured by all of the issued and outstanding equity of Alpha Mind and all of the assets of Alpha Mind, including its consolidated entities.
Other income (expense), net
Our net other income (expense) decreased by 74.0% from net other expense of RMB 2.2 million in the six months ended March 31, 2023 to net other income of RMB 0.6 million (US$78 thousand) in the six months ended March 31, 2024, primarily due to the strategy shift and business changes.
7
Loss from continuing before income taxes
As a result of the foregoing, our loss before income taxes increased by 298.2% from RMB4.0 million in the six months ended March 31, 2023 to RMB 15.9million (US$2.2 million) in the six months ended March 31, 2024.
Income tax (expenses) benefits
Our income tax expenses are nil in the six months ended March 31, 2023 and RMB48 thousand in the six months ended March 31, 2024.
Net loss from continuing operations
As a result of the foregoing, our net loss increased by 299.4% from RMB4.0 million in the six months ended March 31, 2023 to RMB 16.0 million (US$2.2 million) in the six months ended March 31, 2024.
Net (loss) income from discontinued operations
On October 31, 2023, we transferred all of our equity interest in our indirectly wholly-owned subsidiary Haoju (Shanghai) Artificial Intelligence Technology Co., Ltd. (“Haoju”), to Wangxiancai Limited, at nominal consideration (the “Second Equity Transfer”). Upon the completion of the Second Equity Transfer, we no longer conduct long-term apartment rental business in China. The disposals of Q&K Investment Consulting, Q&K HK and Haoju are accounted as discontinued operations. Our remaining ongoing business operations (excluding these disposed entities) are accounted as continuing operations. Our net loss from discontinued operations is RMB39.3 million in the six months ended March 31, 2023 and a gain of RMB403.4 million (US$55.9 million) in the six months ended March 31, 2024. The increase of net gain from discontinued operations was due to the disposal of the rental business in China.
Net loss per share
Our weighted average number of ordinary shares used in computing net loss per share was 2,771,593,703,900 in the six months ended March 31, 2023 and 2,837,892,046,400 in the six months ended March 31, 2024. The increase was primarily attributable to the issuance of 250,000,000,000 Class B ordinary shares in September 2023. As a result, our net loss per share was nil for the six months ended March 31, 2023 and 2024.
Liquidity and Capital Resources
On December 28, 2023, the Company completed the acquisition of 100% of the issued and outstanding shares of Alpha Mind, at a total consideration of $180,000 (“Acquisition”). The purchase price is payable in the form of promissory note (collectively, the “Notes” and each, a “Note”). The Notes have a maturity of 90 days from the closing date, an interest rate at an annual rate to 3% per annum and will be secured by all of the issued and outstanding equity of Alpha Mind and all of the assets of Alpha Mind, including its consolidated entities. On December 28, 2023, the Company issued Notes of $153,000 and $27,000, respectively, to MMTEC, Inc. and Burgeon Capital, Inc (collectively “Sellers of Alpha Mind”). In February 2024, the Company and the Sellers of Alpha Mind agreed to extend the maturity date of the Notes to June 30, 2024. For the six months ended March 31, 2024, the Company repaid the notes payable of RMB 6,211 to MMTEC, Inc.
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On June 6, 2024, the Company and Burgeon Capital Inc (“Burgeon Capital”) entered into a share subscription agreement and a payoff letter, pursuant to which, the Company agreed to issue to Burgeon Capital and Burgeon Capital agreed to subscribe from the Company, 58,590,000,000,000 Class A ordinary shares, par value US$0.0000001 per share, of the Company (the “Converted Shares”), as the repayment by the Company to Burgeon Capital of all outstanding principal amount and accrued interest under the Note with a total amount of US$27,342. On the same date, the Company consummated the issuance of the Converted Shares.
On August 7, 2024, the Company and MMTEC, Inc. agreed to extend the maturity date of the Note of US$153,000 and accrued interest to date to December 31, 2024.
We intend to pay the promissory notes by either using the cash flow generated by our operation or through debt or equity offerings or loans. However, we may not be able to obtain financing or fund raising on favorable terms or at all. If we failed to obtain such financing and were unable to perform our payment obligations under the terms of the Notes before the maturity date, the selling shareholders of Alpha Mind may exercise their collateral rights. We will lose control of and no longer be able to consolidate Alpha Mind and our business, financial condition, results of operations and prospects will be adversely affected. If we are unable to repay or refinance the Notes, we will lose control and will no longer be able to consolidate the results of operation of Alpha Mind. In addition, our level of indebtedness could adversely affect our business, financial condition, results of operations and prospects.”
In addition to repaying the Notes, our material cash requirements as of March 31, 2024 and any subsequent interim period primarily include expenditure of daily operation, including marketing activities. We intend to meet the cash requirements for the next 12 months through a combination of short-term loan from certain third parties or related parties, issuance of ordinary shares or other equity-linked securities. In addition, with the acquisition of Alpha Mind on December 28, 2023, we will also utilize the cash generated from Alpha Mind’s business operations.
These plans and initiatives cannot alleviate the substantial doubt of our ability to continue as a going concern. There can be no assurance that we will be successful in achieving our strategic plans, that our future capital raises will be sufficient to support our ongoing operations, or that any additional financing will be available in a timely manner or with acceptable terms, if at all. If we are unable to raise sufficient financing or events or circumstances occur such that we do not meet our strategic plans, we will be required to reduce certain discretionary spending, or be unable to fund capital expenditures, which would have a material adverse effect on our financial position, results of operations, cash flows, and ability to achieve our intended business objectives.
However, future financing requirements will depend on many factors, including the scale and pace of the expansion of our insurance agency network, efficiency in our services and SaaS platform, the expansion of our sales and marketing activities, and potential investments in, or acquisitions of, businesses or technologies. Inability to access financing on favorable terms in a timely manner or at all would materially and adversely affect our business, results of operations, financial condition, and growth prospects.
The consolidated financial statements included in this annual report do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the consolidated financial statements have been prepared on a basis that assumes we will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of our business.
As of March 31, 2024, we had RMB7.0 million (US$1.0 million) in cash and cash equivalents and RMB5 million (US$0.7 million) in restricted cash. We did not have any capital commitment as of March 31, 2024.
Going Concern
We have been incurring losses from operations since our inception. Accumulated deficits amounted to RMB3,629,980 and RMB3,242,554 as of September 30, 2023 and March 31, 2024, respectively. Net cash used in operating activities were RMB25,478 and RMB2,088 for the six months ended March 31, 2023 and 2024, respectively. As of September 30, 2023 and March 31, 2024, current liabilities exceeded current assets by RMB643,424 and RMB1,514,675, respectively.
These factors raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
On June 6, 2024, the Company and Burgeon Capital Inc (“Burgeon Capital”) agreed to settle all outstanding principal amount and accrued interest under a Note with a total amount of US$27,342 by issuance of Class A ordinary shares. On August 7, 2024, the Company and MMTEC, Inc. agreed to extend the maturity date of the Note of US$153,000 and accrued interest to date to December 31, 2024.
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We intend to meet the cash requirements for the next 12 months from the issuance date of this report through issuance of ordinary shares. On October 26, 2022, the Company’s Form F-3 to offer up to a total amount of $300 million was declared effective. The Company plans to raise funds under the Form F-3 to support the Company’s operations.
There is a risk that the plan of the Company’s management cannot alleviate the substantial doubt of our ability to continue as a going concern. There can be no assurance that we will be successful in achieving its strategic plans, that our future capital raises will be sufficient to support our ongoing operations, or that any additional financing will be available in a timely manner or with acceptable terms, if at all. Should there be any unforeseen circumstances which may prevent the successful completion of the above mentioned plan in the next twelve months from the issuance of this report, we will be required to reduce certain discretionary spending, alter or scale back research and development programs, or be unable to fund capital expenditures, which would have a material adverse effect on our financial position, results of operations, cash flows, and ability to achieve our intended business objectives. One of our shareholders is committed to provide financial support up to $1 million to support our operations. Management assessed that this amount is sufficient to cover our reduced operation costs and meet our obligations.
The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the consolidated financial statements have been prepared on a basis that assumes we will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.
Cash Flows
Our net cash used in operating activities in the six months ended March 31, 2024 was RMB2.1 million (US$0.3 million), which was primarily attributable to a net loss of RMB16.0million (US$2.2 million) adjusted by non-cash items of RMB12.5 million (US$1.7 million) and a net working capital inflow of RMB1.3 million (US$0.2 million). The non-cash items of RMB12.5 million (US$1.7 million) were primarily attributable to RMB9.7 million (US$1.4 million) of accrued interest expenses and RMB1.5 million (US$0.2 million) of share-based compensation expense. The net working capital outflow of RMB1.3 million (US$0.2 million) was primarily attributable to RMB5.9 million (US$0.8 million) increase of accounts payable and RMB2.7 million (US$0.4 million) increase of accrued expenses and other current liabilities primarily due to increase in cost of revenues, offset by RMB5.2 million (US$0.7 million) increase of accounts receivable and RMB1.6 million (US$0.2 million) increase of advance to supplier.
Our net cash provided by investing activities in the six months ended March 31, 2024 was RMB10.1 million (US$1.4 million), which was primarily attributable to the acquisition of Alpha mind.
Our net cash provided by financing activities in the six months ended March 31, 2024 was RMB1.9million (US$23 thousand). This was attributable to proceeds from short-term borrowings of RMB12.3 million (US$1.7million), repayments of short-term borrowings of RMB4.3 million (US$0.6 million) and notes payable of RMB6.2 million (US$0.9 million).
We did not have any off-balance sheet arrangement as of March 31, 2024.
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Recent Developments
On May 21, 2024, the Company changed its name from “FLJ Group Limited” to “XChange TEC.INC”. (Note 1)
Effective on May 20, 2024, the Company increased its authorized share capital from (i) US$1,000,000 divided into 10,000,000,000,000 shares of a nominal or par value of US$ 0.0000001 each, of which 8,500,000,000,000 shall be designated as Class A ordinary shares of a nominal or par value of US$0.0000001 each, 1,000,000,000,000 shall be designated as Class B ordinary shares of a nominal or par value of US$0.0000001 each, and 500,000,000,000 shall be designated as preferred shares of a nominal or par value of US$0.0000001 each, to (ii) US$48,000,000 divided into 480,000,000,000,000 shares of a nominal or par value of US$0.0000001 each, of which 419,500,000,000,000 shall be designated as Class A ordinary shares of a nominal or par value of US$0.0000001 each, 60,000,000,000,000 shall be designated as Class B ordinary shares of a nominal or par value of US$0.0000001 each, and 500,000,000,000 shall be designated as preferred shares of a nominal or par value of US$0.0000001 each, by the creation of an additional 411,000,000,000,000 unissued Class A ordinary shares of a par value of US$0.0000001 each to rank pari passu in all respects with the existing Class A ordinary shares and 59,000,000,000,000 unissued Class B ordinary shares of a par value of US$0.0000001 each to rank pari passu in all respects with the existing Class B ordinary shares.
On June 6, 2024, the Company and Burgeon Capital entered into a share subscription agreement and a payoff letter (collectively, the “Conversion Documents”), pursuant to which, the Company agreed to issue to Burgeon Capital and Burgeon Capital agreed to subscribe from the Company, 58,590,000,000,000 Class A ordinary shares, par value US$0.0000001 per share, of the Company (the “Converted Shares”), as the repayment by the Company to Burgeon Capital of all outstanding principal amount and accrued interest under the Note with a total amount of US$27,342,000. On the same date, the Company consummated the issuance of the Converted Shares.
On June 6, 2024, the Company adopted an equity incentive plan (the “2024 Equity Incentive Plan”) and issued thereunder 6,142,789,000,000 Class B ordinary shares, par value US$0.0000001 per share, of the Company (the “Reserved Shares”) to Golden Stream Ltd., a limited liability company incorporated in Cayman Islands (the “ESOP Platform”). The ESOP Platform will hold the Reserved Shares (i) before any granting or vesting to the participants of the 2024 Equity Incentive Plan, and (ii) after any vesting to the participants, on behalf of the participants pursuant to the respective share award agreements.
On August 7, 2024, the Company and MMTEC, Inc. agreed to extend the maturity date of the Note of US$153,000 and accrued interest to date to December 31, 2024.
On February 20, 2024, the Company received two letters from NASDAQ, one notifying the Company (the “A&R Notice”) that the Company no longer complied with the requirement of $50 million in total assets and total revenue for the most recently completed fiscal year or two of the last three most recently completed fiscal years (the “A&R Standard”) and did not comply with an alternative requirement of Nasdaq Listing Rule 5450(b), and the other notifying the Company (the “MVPHS Notice”) that for the last 30 consecutive business days, the Company’s Market Value of Publicly Held Shares (“MVPHS”) was below the minimum of $15 million required for continued listing on the Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(b)(3)(C) (the “MVPHS Standard”). On April 5, 2024, the Company submitted to NASDAQ a compliance plan (the “Compliance Plan”) in connection with the A&R Notice. Following NASDAQ’s determination on April 25, 2024 to deny the Company’s request for continued listing on The Nasdaq Global Market (the “Determination”), on May 1, 2024, the Company submitted to NASDAQ a request of appeal of the Determination to a Hearings Panel (the “Panel”) pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. On June 13, 2024, the Company participated in the hearing and presented its appeal before the Panel, in which the Company requested a transfer of the Company’s listing to The Nasdaq Capital Market. On June 21, 2024 the Company received a letter from NASDAQ notifying the Company that it had regained compliance with the MVPHS Standard. On July 3, 2024, the Company received a letter (the “Panel Decision Letter”) from NASDAQ informing that the Panel had determined to grant the Company’s request to transfer its listing from The Nasdaq Global Market to The Nasdaq Capital Market. On July 9, 2024, the Company received a letter from NASDAQ informing that the Company had demonstrated compliance with the relevant continued listing requirements and NASDAQ had approved the Company’s application to transfer its listing to The Nasdaq Capital Market.
On April 3, 2024, the Company received a notice from NASDAQ, stating that the Company was not in compliance with the requirement to maintain a minimum bid price of $1 per share as set forth under Nasdaq Listing Rule 5450(a)(1) for continued listing on The Nasdaq Global Market (the “Bid Price Rule”). On August 12, 2024, in connection with its previous request of appeal of the Determination, the Company received a letter from the Nasdaq Office of General Counsel notifying the Company that the Company had regained compliance with the Bid Price Rule and was allowed to continue the listing of the Company’s securities on NASDAQ. On August 14, 2024, the Company received another letter from NASDAQ’s listing qualifications department, which also notified that the Company had regained compliance with the Bid Price Rule, because for the last 28 consecutive business days, from July 5 to August 13, 2024, the closing bid price of the Company’s American Depositary Shares (“ADSs”) had been at $1.00 per ADS or greater.
Currency Convenience Translation
The Company’s business is primarily conducted in the PRC and all of the revenues are denominated in RMB. The financial statements of the Company are stated in RMB. Translations of balances in the unaudited condensed consolidated balance sheet, and the related unaudited condensed consolidated statements of comprehensive (loss) income, shareholders’ deficits and cash flows from RMB into US dollars as of and for the six months ended March 29, 2024 are solely for the convenience of the readers and were calculated at the rate of USD1.00=RMB 7.2203, representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on September 30, 2024. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into USD at that rate on March 31, 2024, or at any other rate.
11
XChange TEC. INC
(formerly known as “FLJ GROUP LIMITED”)
CONDENSED CONSOLIDATED BALANCE SHEETS
(Renminbi and USD in thousands, except for share and per share data, unless otherwise stated)
| As of September 30, 2023 | As of March 31, 2024 | |||||||||||
| RMB | RMB | USD | ||||||||||
| (unaudited) | (unaudited) | |||||||||||
| ASSETS | ||||||||||||
| Current assets: | ||||||||||||
| Cash and cash equivalents | ||||||||||||
| Short-term investment | ||||||||||||
| Accounts receivable, net | ||||||||||||
| Prepayments | ||||||||||||
| Other current assets | ||||||||||||
| Current assets of discontinued operations | ||||||||||||
| Total current assets | ||||||||||||
| Non-current assets: | ||||||||||||
| Restricted cash- non-current | ||||||||||||
| Goodwill | ||||||||||||
| Property and equipment, net | ||||||||||||
| Operating lease right-of-use assets | ||||||||||||
| Deferred tax assets | ||||||||||||
| Total non-current assets | ||||||||||||
| Total assets | ||||||||||||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||||||||||
| LIABILITIES | ||||||||||||
| Current liabilities: | ||||||||||||
| Accounts payable | ||||||||||||
| Amounts due to a related party | ||||||||||||
| Short-term debt | ||||||||||||
| Taxes payable | ||||||||||||
| Contingent liabilities for payable for asset acquisition | ||||||||||||
| Operating lease liabilities | ||||||||||||
| Accrued expenses and other current liabilities | ||||||||||||
| Notes payable | ||||||||||||
| Current liabilities of discontinued operations | ||||||||||||
| Total current liabilities | ||||||||||||
| Non-current liabilities: | ||||||||||||
| Operating lease liabilities, non-current | ||||||||||||
| Total non-current liabilities | ||||||||||||
| Total liabilities | ||||||||||||
| Commitments and contingencies (Note 15) | ||||||||||||
| SHAREHOLDERS’ DEFICIT: | ||||||||||||
| Class A Ordinary shares (US$ | ||||||||||||
| Class B Ordinary shares (US$ | ||||||||||||
| Additional paid-in capital | ||||||||||||
| Accumulated deficit | ( | ) | ( | ) | ( | ) | ||||||
| Accumulated other comprehensive income | ||||||||||||
| Total shareholders’ deficit | ( | ) | ( | ) | ( | ) | ||||||
| Total liabilities and shareholders’ deficit | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
12
XChange TEC. INC
(formerly known as “FLJ GROUP LIMITED”)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME
(Renminbi and USD in thousands, except for share and per share data, unless otherwise stated)
| For the Six Months Ended March 31, | ||||||||||||
| 2023 | 2024 | |||||||||||
| RMB | RMB | USD | ||||||||||
| Revenues | ||||||||||||
| Cost of revenues | ( | ) | ( | ) | ||||||||
| Gross profit | ||||||||||||
| Operating costs and expenses: | ||||||||||||
| Selling and marketing expenses | ( | ) | ( | ) | ( | ) | ||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ||||||
| Research and development expenses | ( | ) | ( | ) | ( | ) | ||||||
| Total operating costs and expenses | ( | ) | ( | ) | ( | ) | ||||||
| Loss from continuing operations | ( | ) | ( | ) | ( | ) | ||||||
| Interest expense, net | ( | ) | ( | ) | ( | ) | ||||||
| Other income, net | ||||||||||||
| Loss from continuing operations before income taxes | ( | ) | ( | ) | ( | ) | ||||||
| Income tax expense | ( | ) | ( | ) | ||||||||
| Net loss from continuing operations | ( | ) | ( | ) | ( | ) | ||||||
| Net (loss) income from discontinued operations | ( | ) | ||||||||||
| Net (loss) income | ( | ) | ||||||||||
| ( | ) | |||||||||||
| ( | ) | ( | ) | ( | ) | |||||||
| ( | ) | |||||||||||
| Comprehensive (loss) income | ||||||||||||
| Net (loss) income | ( | ) | ||||||||||
| Other comprehensive income (expenses), net of tax of nil: | ||||||||||||
| Foreign currency translation adjustments | ( | ) | ( | ) | ||||||||
| Comprehensive (loss) income | ( | ) | ||||||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
13
XChange TEC. INC
(formerly known as “FLJ GROUP LIMITED”)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
(Renminbi and USD in thousands, except for share data, unless otherwise stated)
| Class
A Ordinary shares | Class
B Ordinary shares | Series
A non-redeemable preferred shares | Treasury stock | Additional | Accumulated other | Total | ||||||||||||||||||||||||||||||||||||||||||
| Number
of shares* | Amount | Number
of shares* | Amount | Number of shares | Amount | Number of shares | Amount | paid
in capital | comprehensive (loss) income | Accumulated deficit | shareholders’ deficit | |||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2022 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance
of Class B Ordinary shares | — | — | — | ( | ) | |||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2023 | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2023 | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||
| Disposal of subsidiaries | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | — | — | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||||||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
14
XChange TEC. INC
(formerly known as “FLJ GROUP LIMITED”)
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Renminbi and USD in thousands, unless otherwise stated)
| For the Six Months Ended March 31, | ||||||||||||
| 2023 | 2024 | |||||||||||
| RMB | RMB | USD | ||||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ( | ) | ||||||
| Investing activities: | ||||||||||||
| Proceeds from disposal of property and equipment | ||||||||||||
| Purchase of short-term investments | ( | ) | ( | ) | ||||||||
| Cash and restricted cash acquired in acquisition of a subsidiary | ||||||||||||
| Net cash provided by investing activities from continuing operations | ||||||||||||
| Net cash provided by investing activities from discontinued operations | ||||||||||||
| Net cash provided by investing activities | ||||||||||||
| Financing activities: | ||||||||||||
| Proceeds from short-term borrowings | ||||||||||||
| Repayment of short-term borrowings | ( | ) | ( | ) | ||||||||
| Repayment of notes payable | ( | ) | ( | ) | ||||||||
| Net cash provided by financing activities from continuing operations | ||||||||||||
| Net cash provided by financing activities from discontinued operations | ||||||||||||
| Net cash provided by financing activities | ||||||||||||
| Effect of foreign exchange rate changes | ) | |||||||||||
| Net decrease in cash and cash equivalents and restricted cash | ( | ) | ||||||||||
| Cash, cash equivalents and restricted cash at the beginning of the period | ||||||||||||
| Cash, cash equivalents and restricted cash at the end of the period | ||||||||||||
| Less: Cash, cash equivalents and restricted cash from discontinued operations at the end of the period | ( | ) | ||||||||||
| Cash, cash equivalents and restricted cash from continuing operations at the end of the period | ||||||||||||
| Supplemental Cash Flow Information | ||||||||||||
| Cash paid for interest expense | ||||||||||||
| Cash paid for income tax | ||||||||||||
| Non-cash Investing and Financing activities | ||||||||||||
| Acquisition of a subsidiary by issuance of notes payable | ||||||||||||
Reconciliation of cash, cash equivalents and restricted cash to the unaudited condensed consolidated balance sheets:
| As of September 30, 2023 | As of March 31, 2024 | |||||||||||
| RMB | RMB | USD | ||||||||||
| (unaudited) | (unaudited) | |||||||||||
| Cash and cash equivalents | ||||||||||||
| Restricted cash- non-current | ||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
15
XChange TEC. INC
(formerly known as “FLJ GROUP LIMITED”)
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Renminbi and USD in thousands, except for share data and per share data, unless otherwise stated)
| 1. | ORGANIZATION AND PRINCIPAL ACTIVITIES |
XChange TEC.INC (formerly known as “FLJ Group Limited”) (the “Company” or “XHG”) conducts its insurance agency and insurance technology businesses in the People’s Republic of China (the “PRC”) since its acquisition of Alpha Mind Technology Limited (“Alpha Mind”) on December 28, 2023. Alpha Mind conducts its insurance agency and insurance technology businesses through its indirectly wholly-owned subsidiary, Jiachuang Yingan (Beijing) Information & Technology Co., Ltd. (the “WFOE”) and the WFOE’s consolidated variable interest entities, namely Huaming Insurance Agency Co., Ltd. (“Huaming Insurance”) and Huaming Yunbao (Tianjin) Technology Co., Ltd. (“Huaming Yunbao”, together with Huaming Insurance, the “VIEs”). On May 21, 2024, the Company changed its name from “FLJ Group Limited” to “XChange TEC.INC”, and the Company began trading under the new ticker symbol “XHG” on the NASDAQ effective on June 3, 2024.
Before its acquisition of Alpha Mind, the Company, through Haoju (Shanghai) Artificial Intelligence Technology Co., Ltd. (“Q&K AI”), operated a rental apartment operation platform in the PRC, providing rental and value-added services to young, emerging urban residents since 2012. The Company sources and converts apartments to standardized furnished rooms and leases to young people seeking affordable residence in cities in the PRC. The business was disposed of October 2023.
Disposal of subsidiaries operating a rental apartment operation
On October 26, 2021 and December 17, 2021, the Company transferred all of its equity interest in Q&K Investment Consulting Co., Ltd. (“Q&K Investment Consulting”) and Qingke (China) Limited (“Q&K HK”), respectively, to Wangxiancai Limited, which is a related party of the Company, and is beneficially owned by the legal representative and executive director of one of the Company’s subsidiaries (the “First Equity Transfer”). The Equity Transfer was made at nominal consideration. As of September 30, 2022, the Company did not account for the transfer of equity interest in Q&K HK, Q&K Investment Consulting and Shanghai Qingke E-commerce Co., Ltd. (“Q&K E-commerce”) as a discontinued operation, as FLJ is the primary beneficiary of Q&K HK, Q&K Investment Consulting and Q&K E-commerce as FLJ has the power to direct the activities of these companies that most significantly impact their economic performance and FLJ has the obligation to absorb losses of these companies that could potentially be significant to these companies since their inception. The Company accounted for Q&K HK, Q&K Investment Consulting and Q&K E-commerce as variable interest entities.
On October 31, 2023, the Company transferred all of its equity interest in Haoju (Shanghai) Artificial Intelligence Technology Co., Ltd. (“Q&K AI”), to Wangxiancai Limited, at nominal consideration (the “Second Equity Transfer”).
Upon deconsolidation of Q&K AI, the Company no longer provided rental and value-added services in China and became a shell company as defined in Rule 12b-2 under the Exchange Act. The management believed the closing of the Second Equity Transfer represented a strategic shift that had a major effect on the Company’s operations and financial results. The disposals of Q&K Investment Consulting, Q&K HK and Q&K AI are accounted as discontinued operations in accordance with ASC 205-20.
Acquisition of Alpha Mind
On December 28, 2023, the Company completed the acquisition of
16
On June 6, 2024, the Company and Burgeon Capital Inc (“Burgeon
Capital”) entered into a share subscription agreement and a payoff letter, pursuant to which, the Company agreed to issue to Burgeon
Capital and Burgeon Capital agreed to subscribe from the Company,
On August 7, 2024, the Company and MMTEC, Inc. agreed to extend the maturity date of the remaining Note and accrued but unpaid interest to date to December 31, 2024.
Other transaction
On September 29, 2023, the Company entered into
an equity acquisition agreement with certain shareholders of Lianlian Holdings Inc. (“Lianlian”) to acquire
Reverse ADS split and share subdivision
Effective on September 18, 2023, the Board of
Directors effected a share subdivision at a ratio of one-for-one hundredth (
Effective on November 2, 2023, the Company changed
the ratio of the American depositary shares (“ADSs”) representing its Class A ordinary shares from one (1) ADS representing
one hundred and fifty (
Effective on December 7, 2023, the Company changed
the ratio of the ADSs representing its Class A ordinary shares from one (1) ADS representing fifteen thousand (
17
Effective on May 20, 2024, the Company increased
its authorized share capital from (i) US$
| Subsidiaries | Date of incorporation | Place of incorporation | Percentage of legal/beneficial ownership by the Company | Principal activities | ||||||
| QK365.com INC. (BVI) | ||||||||||
| Alpha Mind Technology Limited (“Alpha Mind BVI”) | ||||||||||
| Fenglinju Property (China) Limited Hong Kong (“Fenglinju”) | ||||||||||
| Alpha Mind Technology Limited (“Alpha Mind HK”) | ||||||||||
| Shanghai Meileju Intelligence Technology Co., Ltd. (“Meileju”) | ||||||||||
| Jiachuang Yingan (Beijing) Information & Technology Co., Ltd. (“Alpha Mind WFOE”) | ||||||||||
| Huaming Insurance | ||||||||||
| Huaming Yunbao | ||||||||||
Contractual Arrangements
The Company, through Alpha Mind and Alpha Mind WFOE, has the following contractual arrangements with the VIEs and the shareholders of each VIE that enable the Company to (1) to direct the activities that most significantly affect the economic performance of the VIEs, and (2) receive the economic benefits of the VIEs that could be significant to the VIEs. Accordingly, Alpha Mind WFOE was considered the primary beneficiary of the VIEs and had consolidated the VIEs’ financial results of operations, assets and liabilities in the Company’s consolidated financial statements.
The significant terms of the Contractual Arrangements are as follows:
Exclusive Business Cooperation Agreement
Pursuant to the exclusive business cooperation agreement between Alpha Mind WFOE and Huaming Insurance and Huaming Yunbao, Alpha Mind WFOE has the exclusive right to provide Huaming Insurance and Huaming Yunbao with technical support services, consulting services and other services requested by Huaming Insurance and Huaming Yunbao from time to time to the extent permitted under PRC law. In exchange, Alpha Mind WFOE is entitled to a service fee that equals to all of the consolidated net income of each of Huaming Insurance and Huaming Yunbao. The service fee may be adjusted by Alpha Mind WFOE based on the actual scope of services rendered by Alpha Mind WFOE and the operational needs and expanding demands of Huaming Insurance and Huaming Yunbao. Pursuant to the exclusive business cooperation agreement, the service fees may be adjusted based on the actual scope of services rendered by Alpha Mind WFOE and the operational needs of Huaming Insurance and Huaming Yunbao.
18
The exclusive business cooperation agreement remains in effect unless terminated in accordance with the following provision of the agreement or terminated in writing by Alpha Mind WFOE.
During the term of the exclusive business cooperation agreement, Alpha Mind WFOE and Huaming Insurance and Huaming Yunbao shall renew the operation term prior to the expiration thereof so as to enable the exclusive business cooperation agreement to remain effective. The exclusive business cooperation agreement shall be terminated upon the expiration of the operation term of either Alpha Mind WFOE or Huaming Insurance and Huaming Yunbao if the application for renewal of the operation term is not approved by relevant government authorities. If an application for renewal of the operation term is not approved, according to the PRC Company Law, the expiration of the operation term may lead to the dissolution and cancellation of such PRC company.
Exclusive Option Agreement
Pursuant to the exclusive option agreement among Alpha Mind WFOE, Huaming Insurance and Huaming Yunbao and the shareholders who collectively owned all of Huaming Insurance and Huaming Yunbao, such shareholders jointly and severally granted Alpha Mind WFOE an option to purchase their equity interests in Huaming Insurance and Huaming Yunbao. The purchase price upon exercise of the option will be the lowest price then permitted under applicable PRC laws. Alpha Mind WFOE or its designated person may exercise such option at any time to purchase all or part of the equity interests in Huaming Insurance and Huaming Yunbao until it has acquired all equity interests of Huaming Insurance and Huaming Yunbao, which is irrevocable during the term of the agreements.
The exclusive option agreement remains in effect until all equity interest held by shareholders in Huaming Insurance and Huaming Yunbao have been transferred or assigned to Alpha Mind WFOE and/or any other person designated by Alpha Mind WFOE in accordance with such agreement.
Equity Interest Pledge Agreements
Pursuant to the equity interest pledge agreements, among Alpha Mind WFOE, Huaming Insurance and Huaming Yunbao, and the shareholders who collectively owned all of Huaming Insurance and Huaming Yunbao, such shareholders pledged all of the equity interests in Huaming Insurance and Huaming Yunbao to Alpha Mind WFOE as collateral to secure the obligations of Huaming Insurance and Huaming Yunbao under the exclusive business cooperation agreement and exclusive option agreements. These shareholders are prohibited from transferring the pledged equity interests without the prior consent of Alpha Mind WFOE unless transferring the equity interests to Alpha Mind WFOE or its designated person in accordance to the exclusive option agreements.
The equity interest pledge agreements will remain in effect until all of the obligations to Alpha Mind WFOE have been fulfilled completely by Huaming Insurance and Huaming Yunbao.
Shareholders’ Powers of Attorney (“POAs”)
Pursuant to the shareholders’ POAs, the shareholders of Huaming Insurance and Huaming Yunbao have given Alpha Mind WFOE an irrevocable proxy to act on their behalf on all matters pertaining to Huaming Insurance and Huaming Yunbao and to exercise all of their rights as shareholders of Huaming Insurance and Huaming Yunbao, including the (i) right to attend shareholders meeting; (ii) to exercise voting rights and all of the other rights including but not limited to the sale or transfer or pledge or disposition of their shares held in part or in whole; and (iii) designate and appoint on behalf of the shareholders the legal representative, the directors, supervisors, the chief executive officer and other senior management members of Huaming Insurance and Huaming Yunbao, and to sign transfer documents and any other documents in relation to the fulfillment of the obligations under the exclusive option agreements and the equity interest pledge agreements. The shareholders’ POAs remain in effect while the shareholders of Huaming Insurance and Huaming Yunbao hold the equity interests in Huaming Insurance and Huaming Yunbao.
19
Spousal Consent Letters
Pursuant to the spousal consent letters, the spouses of the shareholders of Huaming Insurance and Huaming Yunbao commit that they have no right to make any assertions in connection with the equity interests of Huaming Insurance and Huaming Yunbao, which are held by the shareholders. In the event that the spouses obtain any equity interests of Huaming Insurance and Huaming Yunbao, which are held by the shareholders, for any reasons, the spouses of the shareholders shall be bound by the exclusive option agreement, the equity interest pledge agreement, the shareholder POA and the exclusive business cooperation agreement and comply with the obligations thereunder as a shareholder of Huaming Insurance and Huaming Yunbao. The letters are irrevocable and shall not be withdrawn without the consent of Alpha Mind WFOE.
Based on the foregoing contractual arrangements, which grant Alpha Mind WFOE effective control of Huaming Insurance and Huaming Yunbao and enable Alpha Mind WFOE to receive all of their expected residual returns, the Company accounts for Huaming Insurance and Huaming Yunbao as a VIE. Accordingly, the Company consolidates the accounts of Huaming Insurance and Huaming Yunbaofor the periods presented herein, in accordance with Regulation S-X-3A-02 promulgated by the Securities Exchange Commission (“SEC”), and Accounting Standards Codification (“ASC”) 810-10, Consolidation.
| 2. | SUMMARY OF PRINCIPAL ACCOUNTING POLICIES |
Basis of presentation
The unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Security and Exchange Commission and accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting. Certain information and footnote disclosures normally included in financial statements prepared in conformity with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these statements should be read in conjunction with the Company’s audited consolidated financial statements for the years ended September 30, 2023 filed on February 9, 2024.
In the opinion of the management of the Company, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments, which are necessary for a fair presentation of financial results for the interim periods presented. The Company believes that the disclosures are adequate to make the information presented not misleading. The accompanying unaudited condensed consolidated financial statements have been prepared using the same accounting policies as used in the preparation of the Company’s consolidated financial statements for the year ended September 30, 2023. The results of operations for the six months ended March 31, 2023 and 2024 are not necessarily indicative of the results for the full years.
Going concern
The Company has been incurring losses from operations since its inception.
Accumulated deficits amounted to RMB
These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
On June 6, 2024, the Company and Burgeon Capital agreed to settle all
outstanding principal amount and accrued interest under the Note with a total amount of US$
20
The Company intends to meet the cash requirements
for the next 12 months from the issuance date of this report through issuance of ordinary shares. On October 26, 2022, the Company’s
Form F-3 to offer up to a total amount of $
There is a risk that management plan cannot alleviate the substantial doubt of the Company’s ability to continue as a going concern. There can be no assurance that the Company will be successful in achieving its strategic plans, that the Company’s future capital raises will be sufficient to support its ongoing operations, or that any additional financing will be available in a timely manner or with acceptable terms, if at all. Should there be any unforeseen circumstances which may prevent the successful completion of the above mentioned plan in the next twelve months from the issuance of this report, the Company will be required to reduce certain discretionary spending, alter or scale back research and development programs, or be unable to fund capital expenditures, which would have a material adverse effect on the Company’s financial position, results of operations, cash flows, and ability to achieve its intended business objectives.
The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.
Principles of consolidation
The consolidated financial statements include the financial statements of the Company and its subsidiaries, which include the wholly-owned foreign enterprise and VIEs over which the Company exercises control and, when applicable, entities for which the Company has a controlling financial interest or is the primary beneficiary for accounting purposes. Alpha Mind WFOE is deemed to have a controlling financial interest and be the primary beneficiary for accounting purposes of Huaming Insurance and Huaming Yunbao because it has both of the following characteristics: (1) the power to direct activities at Huaming Insurance and Huaming Yunbao that most significantly impact such entity’s economic performance, and (2) the right to receive benefits from Huaming Insurance and Huaming Yunbao that could potentially be significant to such entity. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.
Use of estimates
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. The Company bases its estimates on historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant accounting estimates reflected in the Company’s unaudited condensed consolidated financial statements include valuation allowance of deferred tax assets and share-based compensation.
Foreign currency translation
The reporting currency of the Company is the Renminbi (“RMB”). The functional currency of the Company’s entities incorporated in Cayman Islands, the United States and Hong Kong is the United States dollar (“US dollar”) and the functional currency of the Company’s PRC subsidiaries is RMB. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into functional currency at the rates of exchange ruling at the balance sheet date. Transactions in currencies other than the functional currency during the year are converted into the functional currency at the applicable rates of exchange prevailing on the day transactions occurred. Transaction gains and losses are recognized in the unaudited condensed consolidated statements of operations and comprehensive (loss) income.
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The financial statements of the Company’s non-PRC entities are translated from their respective functional currency into RMB. Assets and liabilities are translated into RMB at the exchange rates at the balance sheet date, equity accounts are translated at historical exchange rates and revenues, expenses, gains and losses are translated using the average rate for the year. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income (loss) in the unaudited condensed consolidated statements of operations and comprehensive (loss) income.
The financial records of the Company’s subsidiaries are maintained in local currencies, which are the functional currencies.
Convenience translation
The Company’s business is primarily conducted in the PRC and all of the revenues are denominated in RMB. The financial statements of the Company are stated in RMB. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into USD at that rate on March 31, 2024, or at any other rate.
Fair value
The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.
The established fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs may be used to measure fair value include:
| Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. |
| Level 2 applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data. |
| Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. |
The Company’s financial instruments, including cash and cash equivalents, accounts receivable, amounts due to a related party, other receivables, non-current restricted cash, accounts payable, notes payable and other payables, approximate their fair market value based on the short-term maturity of these instruments.
Business combination
Business combinations are recorded using the acquisition method of accounting. The Company uses a screen to evaluate whether a transaction should be accounted for as an acquisition and/or disposal of a business versus assets. In order for a purchase to be considered an acquisition of a business, and receive business combination accounting treatment, the set of transferred assets and activities must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. If substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, then the set of transferred assets and activities is not a business.
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The purchase price of business acquisition is allocated to the tangible assets, liabilities, identifiable intangible assets acquired and noncontrolling interest, if any, based on their estimated fair values as of the acquisition date. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition-related expenses and restructuring costs are expensed as incurred.
Where the consideration in an acquisition includes contingent consideration and the payment of which depends on the achievement of certain specified conditions post-acquisition, the contingent consideration is recognized and measured at its fair value at the acquisition date and if recorded as a liability, it is subsequently carried at fair value with changes in fair value reflected in earnings.
Cash and cash equivalents
Cash and cash equivalents consist of cash on hand and demand deposits, which are unrestricted as to withdrawal and use that which have original maturities of three months or less when purchased.
Restricted cash, non-current
The Company, as an insurance agency, is required
to reserve
The Company acquired the insurance agency business
in December 2023. As of September 30, 2023 and March 31, 2024, the non-current restricted cash amounted to RMB and RMB
Accounts receivable, net
Accounts receivable represents insurance agency service fee or commission receivable on insurance products sold from insurance companies stated at net realizable values. The Company reviews its accounts receivable on a periodic basis to determine if the bad debt allowance is adequate, and adjust the allowance when necessary.
In establishing the allowance for doubtful accounts, management considers historical collection experience, aging of the receivables, the economic environment, industry trend analysis, and the credit history and financial conditions of the customers. Accounts are written off after exhaustive efforts at collection.
The Company acquired the insurance agency business
in December 2023. As of September 30, 2023 and March 31, 2024, allowance for doubtful accounts were RMB and RMB
Prepayments
Prepayments are advanced to suppliers for future
service rendering. As of September 30, 2023 and March 31, 2024, prepayments amounted to RMB
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Goodwill
Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations.
The Company assesses goodwill for impairment on annual basis or if indicator noted for goodwill impairment. In accordance with ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (“ASU 2017-04”) issued by the Financial Accounting Standards Board (“FASB”) guidance on testing of goodwill for impairment, the Company will first assess qualitative factors to determine whether it is “more likely than not” that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the quantitative impairment test. If this is the case, the quantitative goodwill impairment test is required. If it is more likely-than-not that the fair value of a reporting unit is greater than its carrying amount, the quantitative goodwill impairment test is not required.
Quantitative goodwill impairment test is used to identify both the existence of impairment and the amount of impairment loss, comparing the fair value of a reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit is greater than its carrying amount, goodwill is not considered impaired. If the fair value of the reporting unit is less than its carrying amount, an impairment loss shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit.
In December 2023, the Company recognized goodwill
of RMB
Property and Equipment
Property and equipment are stated at cost less
accumulated depreciation, and depreciated on a straight-line basis over the estimated useful lives of the assets. Cost represents the
purchase price of the asset and other costs incurred to bring the asset into its existing use. The cost of repairs and maintenance is
expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated
depreciation are removed from the accounts, and any resulting gains or losses are included in income/loss in the year of disposition.
As of March 31, 2024, the Company had automobiles with useful lives ranging between
Impairment of Long-lived Assets
In accordance with ASC Topic 360, the Company reviews long-lived assets or asset group for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets or asset group may not be fully recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. Fair value is determined through various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals, as considered necessary. Any impairment write-downs would be treated as permanent reductions in the carrying amounts of the assets and a charge to operations would be recognized.
The Company did not record any impairment for the six months ended March 31, 2023 and 2024.
Operating leases
The Company applied the practical expedients in the transition to the new standard allowed under ASC 842:
| ● | Reassessment of expired or existing contracts: The Company elected not to reassess, at the application date, whether any expired or existing contracts contained leases, the lease classification for any expired or existing leases, and the accounting for initial direct costs for any existing leases. |
| ● | Use of hindsight: The Company elected to use hindsight in determining the lease term (that is, when considering options to extend or terminate the lease and to purchase the underlying asset) and in assessing impairment of right-to-use assets. |
| ● | Reassessment of existing or expired land easements: The Company elected not to evaluate existing or expired land easements that were not previously accounted for as leases under ASC 840, as allowed under the transition practical expedient. Going forward, new or modified land easements will be evaluated under ASU No. 2016-02. |
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| ● | Separation of lease and non-lease components: Lease agreements that contain both lease and non-lease components are generally accounted for separately. |
| ● | Short-term lease recognition exemption: The Company also elected the short-term lease recognition exemption and will not recognize ROU assets or lease liabilities for leases with a term less than 12 months. |
The Company determines if an arrangement is a lease at inception under FASB ASC Topic 842, Right of Use Assets (“ROU”) and lease liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of its leases do not provide an implicit rate, it uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The ROU assets include adjustments for prepayments and accrued lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise such options.
ROU assets are reviewed for impairment when indicators of impairment are present. ROU assets from operating and finance leases are subject to the impairment guidance in ASC 360, Property, Plant, and Equipment, as ROU assets are long-lived nonfinancial assets.
ROU assets are tested for impairment individually or as part of an asset group if the cash flows related to the ROU asset are not independent from the cash flows of other assets and liabilities. An asset group is the unit of accounting for long-lived assets to be held and used, which represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. The Company recognized no impairment of ROU assets as of September 30, 2023 and March 31, 2024. Operating leases are included in operating lease ROU and operating lease liabilities (current and non-current), on the unaudited condensed consolidated balance sheets.
Revenue recognition
The Company recognizes revenue under Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:
Step 1: Identify the contract with the customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when the company satisfies a performance obligation
The Company generates revenue primarily from its insurance agency services. According to the agency service contracts made by and between the Company and insurance carriers, the Company is authorized to sell insurance products provided by insurance carriers to the insureds as an insurance agent, and collects commission from the respective insurance carriers as revenue.
The commission charged is determined by the terms agreed in the agency service contract, typically a percentage of insurance premium. The performance obligation is considered met and revenue is recognized when the insurance agency services are rendered and completed at the time an insurance policy becomes effective and the premium is collected from the insured.
The necessary data to reasonably determine the revenue amount is controlled by the insurance carriers, and bill statement is confirmed with the Company on a monthly basis. The Company has met all the criteria of revenue recognition when the premiums are collected by the respective insurance carriers and not before, because collectability is not ensured until receipt of the premium. Therefore, the Company does not accrue any commissions prior to the receipt of the related premiums of insurance carriers, due to the specific practice in the industry.
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The Company acquired the insurance agency business
in December 2023. The Company recorded insurance agency commission revenue in the amount of RMB and RMB
PRC value-added taxes and related taxes
Pursuant to the PRC tax legislation, general taxpayers are normally
subject to value-added-tax (VAT) of
Cost of revenues
Cost of revenues consists primarily of commissions
paid to distribution channels. The Company generally recognizes commissions as cost of revenues when incurred. The Company acquired the
insurance agency business in December 2023. For the six months ended March 31, 2023 and 2024, the cost of revenue amounted to RMB
and RMB
Income taxes
Current income taxes are provided on the basis of profit before income tax for financial reporting purposes, adjusted for income and expense items which are not assessable or deductible for income tax purposes, in accordance with the regulations of the relevant tax jurisdictions. The Company follows the asset and liability method of accounting for income taxes.
Deferred income taxes are provided using assets and liabilities method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.
Deferred tax assets are recognized to the extent that these assets are more likely than not to be realized. In making such determination, the management considers all positive and negative evidence, including future reversals of projected future taxable income and results of recent operation.
In order to assess uncertain tax positions, the
Company applies a more likely than not threshold and a two-step approach for the tax position measurement and financial statement recognition.
Under the two-step approach, the first step is to evaluate the tax position for recognition by determining if the weight of available
evidence indicates that it is more likely than not that the position will be sustained, including resolution of related appeals or litigation
processes, if any. The second step is to measure the tax benefit as the largest amount that is more than
Share-based compensation
The Company recognizes share-based compensation
in the unaudited condensed consolidated statements of comprehensive (loss) income based on the fair value of equity awards on the date
of the grant, with compensation expenses recognized over the period in which the grantee is required to provide service to the Company
in exchange for the equity award. Vesting of certain equity awards are based on the completion of initial public offering (“IPO”)
and has a continued employment provision for a period of time following the grant date. The share-based compensation expenses have been
categorized as either general and administrative expenses, research and development expenses or selling and marketing expenses, depending
on the job functions of the grantees. For the six months ended March 31, 2023 and 2024, the Company recognized share-based compensation
expenses of RMB
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(Losses) earnings per share
Basic (losses) earnings per share are computed by dividing net loss attributable to holders of ordinary shares by the weighted average number of ordinary shares outstanding during the period.
Diluted (loss) earnings per ordinary share reflects the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised or converted into ordinary shares. Potential ordinary shares, including preferred shares, convertible notes, share options and warrants are excluded from the computation in income periods should their effects be anti-dilutive. The Company had share options, convertible notes and warrants, which could potentially dilute basic earnings per share in the future. To calculate the number of shares for diluted (loss) earnings per share, the effect of the convertible redeemable and non-redeemable preferred shares, share options and warrants is computed using the two-class method or the as-if converted method, whichever is more dilutive.
Reclassification
Certain reclassifications have been made to the prior year’s unaudited condensed consolidated balance sheets to conform to the current year’s presentation. These reclassifications had no impact on net income/(loss), shareholders’ equity, or cash flows as previously reported.
Discontinued operations
In accordance with ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the components of an entity meets the criteria in paragraph 205-20-45-1E to be classified as held for sale. When all of the criteria to be classified as held for sale are met, including management, having the authority to approve the action, commits to a plan to sell the entity, the major current assets, other assets, current liabilities, and noncurrent liabilities shall be reported as components of total assets and liabilities separate from those balances of the continuing operations. At the same time, the results of all discontinued operations, less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the net income (loss) of continuing operations in accordance with ASC 205-20-45.
As of September 30, 2023, the Croup’s long-term apartment rental business in the PRC met all the conditions required in order to be classified as a discontinued operation. Accordingly, the operating results of long-term apartment rental business in the PRC are reported as a loss from discontinued operations in the accompanying unaudited condensed consolidated financial statements for all periods presented. In addition, the assets and liabilities related to long-term apartment rental business in the PRC are reported as assets and liabilities of discontinued operations in the accompanying unaudited condensed consolidated balance sheets. For additional information, see Note 3, “Disposition of Long-term Apartment Rental Business”.
Concentration of credit risk
Financial instruments that potentially expose the Company to concentration of credit risk consist primarily of cash and cash equivalents.
All of the Company’s cash and cash equivalents are held with financial institutions that the Company’s management believes to be high credit quality. To limit exposure to credit risk relating to deposits, the Company primarily place cash and cash equivalent deposits with large financial institutions in the United States and the PRC which management believes are of high credit quality and the Company also continually monitors their credit worthiness.
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Segment reporting
The Company uses management approach to determine operation segment. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”) for making decisions, allocation of resource and assessing performance.
The Company’s CODM has been identified as the Chief Executive Officer who reviews the unaudited condensed consolidated results of operations when making decisions about allocating resources and assessing performance of the Company. The Company operates and manages its business as a single operating segment.
The Company’s long-lived assets are all located in the PRC and all of the Company’s revenues are derived from within the PRC. Therefore, no geographical segments are presented.
Recent accounting pronouncements
In December 2023, the FASB issued ASU 2023-09, which is an update to Topic 740, Income Taxes. The amendments in this update related to the rate reconciliation and income taxes paid disclosures improve the transparency of income tax disclosures by requiring (1) adding disclosures of pretax income (or loss) and income tax expense (or benefit) to be consistent with U.S. Securities and Exchange Commission (SEC) Regulation S-X 210.4-08(h), Rules of General Application—General Notes to Financial Statements: Income Tax Expense, and (2) removing disclosures that no longer are considered cost beneficial or relevant. For public business entities, the amendments in this Update are effective for annual periods beginning after December 15, 2024. For entities other than public business entities, the amendments are effective for annual periods beginning after December 15, 2025. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The amendments in this Update should be applied on a prospective basis. Retrospective application is permitted.
In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements — codification amendments in response to SEC’s disclosure Update and Simplification initiative which amend the disclosure or presentation requirements of codification subtopic 230-10 Statement of Cash Flows—Overall, 250-10 Accounting Changes and Error Corrections— Overall, 260-10 Earnings Per Share— Overall, 270-10 Interim Reporting— Overall, 440-10 Commitments—Overall, 470-10 Debt—Overall, 505-10 Equity—Overall, 815-10 Derivatives and Hedging—Overall, 860-30 Transfers and Servicing—Secured Borrowing and Collateral, 932-235 Extractive Activities— Oil and Gas—Notes to Financial Statements, 946-20 Financial Services— Investment Companies— Investment Company Activities, and 974-10 Real Estate—Real Estate Investment Trusts—Overall. The amendments represent changes to clarify or improve disclosure and presentation requirements of above subtopics. Many of the amendments allow users to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the SEC’s requirements. Also, the amendments align the requirements in the Codification with the SEC’s regulations. For entities subject to existing SEC disclosure requirements or those that must provide financial statements to the SEC for securities purposes without contractual transfer restrictions, the effective date aligns with the date when the SEC removes the related disclosure from Regulation S-X or Regulation S-K. Early adoption is not allowed. For all other entities, the amendments will be effective two years later from the date of the SEC’s removal.
In March 2023, the FASB issued new accounting guidance, ASU 2023-01, for leasehold improvements associated with common control leases, which is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted for both interim and annual financial statements that have not yet been made available for issuance. The new guidance introduced two issues: terms and conditions to be considered with leases between related parties under common control and accounting for leasehold improvements. The goals for the new issues are to reduce the cost associated with implementing and applying Topic 842 and to promote diversity in practice by entities within the scope when applying lease accounting requirements.
Recently issued ASUs by the FASB, except for the ones mentioned above, have no material impact on the Company’s unaudited condensed consolidated statements of operations and comprehensive loss or consolidated balance sheets.
Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
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| 3. | DISPOSITION OF LONG-TERM APARTMENT RENTAL BUSINESS |
On October 31, 2023, the Company transferred all of its equity interest in Haoju (Shanghai) Artificial Intelligence Technology Co., Ltd. (“Q&K AI”), to Wangxiancai Limited, at nominal consideration (the “Second Equity Transfer”).
Upon the closing of the Second Equity Transfer, Wangxiancai Limited became the sole shareholder of the Company’s long-term apartment rental business and as a result, assumed all assets and obligations of Q&K AI, Q&K Investment Consulting and Q&K HK, and their subsidiaries, VIE and VIE’s subsidiaries. Upon the closing of the transaction, the Company does not bear any contractual commitment or obligation to the long-term apartment rental business.
In accordance with ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the components of an entity meets the criteria in paragraph 205-20-45-1E to be classified as held for sale. When all of the criteria to be classified as held for sale are met, including management, having the authority to approve the action, commits to a plan to sell the entity, the major current assets, other assets, current liabilities, and noncurrent liabilities shall be reported as components of total assets and liabilities separate from those balances of the continuing operations. At the same time, the results of all discontinued operations, less applicable income taxes (benefit), shall be reported as components of net income (loss) separate from the net income (loss) of continuing operations in accordance with ASC 205-20-45.
The disposal was closed on October 31, 2023. There was no assets or
liabilities of discontinued operations as of March 31, 2024.
| As of September 30, 2023 | ||||
| RMB | ||||
| Current assets of discontinued operations | ||||
| Cash, cash equivalents and restricted cash | ||||
| Accounts receivable, net | ||||
| Amounts due from a related party | ||||
| Other current assets | ||||
| Property and equipment, net | ||||
| Other assets | ||||
| Total current assets of discontinued operations | ||||
| Liabilities of discontinued operations: | ||||
| Accounts payable | ||||
| Amounts due to a related party | ||||
| Deferred revenue | ||||
| Short-term debt | ||||
| Rental instalment loans | ||||
| Deposits from tenants | ||||
| Accrued expenses and other current liabilities | ||||
| Total liabilities of discontinued operations | ||||
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| For the Six Months Ended March 31, | ||||||||||||
| 2023 | 2024 | |||||||||||
| RMB | RMB | USD | ||||||||||
| Net revenues | ||||||||||||
| Operating costs: | ( | ) | ||||||||||
| Selling and marketing expenses | ( | ) | ||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ||||||
| Research and development expenses | ( | ) | ||||||||||
| Impairment loss on long-lived assets | ( | ) | ||||||||||
| Other income (expenses), net | ( | ) | ( | ) | ||||||||
| Interest expenses, net | ( | ) | ( | ) | ( | ) | ||||||
| Income tax expense | ||||||||||||
| Net loss of discontinued operations for the year | ( | ) | ( | ) | ( | ) | ||||||
| Gain from disposal of discontinued operations | ||||||||||||
| Net (loss) income from discontinued operations | ( | ) | ||||||||||
| 4. | ACQUISITION OF ALPHA MIND |
On December 28, 2023, the Company completed the acquisition of
The Company has allocated the purchase price of
Alpha Mind based upon the fair value of the identifiable assets acquired and liabilities assumed on the acquisition date. The Company
estimated the fair values of the assets acquired and liabilities assumed at the acquisition date in accordance with the business combination
standard issued by FASB. The Company used carrying amount of assets and liabilities as fair value, which approximate the fair value. Because
the Company was a shell company when it acquired Alpha Mind, no additional intangible assets were identified. Management of the Company
is responsible for determining the fair value of assets acquired and liabilities assumed as of the acquisition date and considered a number
of factors including valuations from an independent appraiser firm. Acquisition-related costs incurred for the acquisitions are not material
and have been expensed as incurred in other operating expenses.
| December 28, | ||||
| 2023 | ||||
| RMB | ||||
| Net tangible assets (1) | ||||
| Goodwill | ||||
| Total purchase consideration | ||||
| (1) |
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| December 28, 2023 | ||||
| RMB | ||||
| ASSETS | ||||
| Current assets: | ||||
| Cash and cash equivalents | ||||
| Short-term investment | ||||
| Accounts receivable, net | ||||
| Prepayments | ||||
| Other current assets | ||||
| Total current assets | ||||
| Non-current assets: | ||||
| Restricted cash- non-current | ||||
| Property and equipment, net | ||||
| Operating lease right-of-use assets | ||||
| Deferred tax assets | ||||
| Total non-current assets | ||||
| Total assets | ||||
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | ||||
| LIABILITIES | ||||
| Current liabilities: | ||||
| Accounts payable | ||||
| Taxes payable | ||||
| Operating lease liabilities | ||||
| Accrued expenses and other current liabilities | ||||
| Non-current liabilities: | ||||
| Operating lease liabilities, non-current | ||||
| Total liabilities | ||||
| Net tangible assets | ||||
| 5. | ACCOUNTS RECEIVABLE |
| September 30, 2023 | March 31, 2024 | |||||||
| RMB | RMB | |||||||
| Accounts receivable | ||||||||
| Less: Allowance for credit losses | ( | ) | ||||||
| Total accounts receivable, net | ||||||||
31
| September 30, 2023 | March 31, 2024 | |||||||
| RMB | RMB | |||||||
| Opening balance | ||||||||
| Increase of allowance for credit allowance | ||||||||
| Ending balance | ||||||||
| 6. | SHORT-TERM INVESTMENTS |
Short-term investments are investments in wealth management product with underlying in bonds offered by private entities and other equity products. The investments can be redeemed upon one workday’s notice and their carrying values approximate their fair values. The gain (loss) from sale of any investments and fair value change are recognized in the unaudited condensed consolidated statements of operations and comprehensive (loss) income.
As of September 30, 2023 and March 31, 2024, the
Company had short-term investments of RMB and RMB
| 7. | SHORT-TERM DEBT |
| September 30, 2023 | March 31, 2024 | |||||||
| RMB | RMB | |||||||
| Short-term debt | ||||||||
During the six months ended March 31, 2024, the Company entered into
loan agreements with certain third parties to borrow an aggregation of RMB
During the six months ended March 31, 2023, the
Company entered into loan agreements with certain third parties to borrow an aggregation of RMB
| 8. | ASSET ACQUISITION |
On July 22, 2020, the Company entered into a series of asset purchase
agreements with Great Alliance Coliving Limited. and its affiliates (“Beautiful House” or the “Sellers”) to acquire
certain assets and assumed liabilities associated with acquired assets. The consideration was comprised of cash of $
In May 2021, the Company entered into an agreement
to settle the outstanding payables with the Sellers, pursuant to the agreement, the Company delivered
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The
| 9. | NOTES PAYABLE |
In connection with the acquisition of
In February 2024, the Company and the Sellers
of Alpha Mind agreed to extend the maturity date of the Notes to June 30, 2024. For the six months ended March 31, 2024, the Company repaid
the notes payable of RMB
As of March 31, 2024, the Company had notes payable
of RMB
| 10. | SHARE BASED COMPENSATION |
The Company utilized Yijia Inc., a company controlled by the former
CEO as a vehicle to hold shares that will be used to provide incentives and rewards to employees and executives who contribute to the
success of the Company’s operations. According to the Company’s board resolutions, in July 2017 and March 2018,
As of June 24, 2022, Yijia Inc. held
All the share information disclosed under Stock Option A and Stock Option B in this section refers to the shares of the Company the grantees are entitled through Yijia Inc. shares before June 24, 2022 and through Golden Stream Limited after June 24, 2022. The related expenses are reflected in the Company’s unaudited condensed consolidated financial statements as share-based compensation expenses with an offset to additional paid-in capital. Given the shares owned by Yijia Inc./ Golden Stream Limited for the purpose of the incentive program are existing and outstanding shares of the Company, the options do not have any dilution effect on the (loss) earnings per share (see Note 10).
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Stock Option A
On August 31, 2014, April 21, 2016, October 17,
2016 and October 18, 2016, the Company granted an aggregate number of
Stock Option B
On July 31, 2017, the Company granted
Binomial options pricing model was applied in determining the estimated fair value of the options granted. The model requires the input of highly subjective assumptions including the estimated expected stock price volatility and, the exercise multiple for which employees are likely to exercise share options. The estimated fair value of the ordinary shares, at the option grants, was determined with assistance from an independent third party valuation firm. The Company’s management is ultimately responsible for the determination of the estimated fair value of its ordinary shares.
| April 2016 | October 2016 | July 2017 | ||||||||||
| Risk-free rate of return | % | % | % | |||||||||
| Contractual life of option | ||||||||||||
| Estimated volatility rate | % | % | % | |||||||||
| Expected dividend yield | % | % | % | |||||||||
| Fair value of underlying ordinary shares* | US$ | US$ | US$ | |||||||||
| * |
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2019 Share Incentive Plan
The 2019 Share Incentive Plan became effective
immediately upon the completion of our initial public offering. The maximum number of shares that may be issued under the 2019 Plan is
In June 2022, the Company issued
In June 2022, the Company issued
2022 Share Incentive Plan
On November 18, 2022, the board of directors has
approved and adopted a new share incentive plan (the “2022 Plan”). The maximum number of shares available for issuance under
the 2022 Plan is
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 based on our dual class share structure. Each Class B ordinary share is convertible into one (1) Class A ordinary share at any time by the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Upon any transfer of Class B ordinary shares by a holder thereof to any person or entity which is not an affiliate of such holder, such Class B ordinary shares shall be automatically and immediately converted into the equal number of Class A ordinary shares.
The board of directors has also approved the issuance
of the Shares to Golden Stream Ltd., a limited liability company incorporated in Cayman Islands (the “ESOP Platform”), which
is holding these Shares (representing
On June 6, 2024, the Company adopted an equity
incentive plan (the “2024 Equity Incentive Plan”) and issued thereunder
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For the six months ended March 31, 2023 and 2024,
no option activities were incurred. As of March 31, 2024, the Company had outstanding share options of
The Company recognized the compensation cost for
the stock options on a straight line basis over the requisite service periods. For the six months ended March 31, 2023 and 2024, the Company
recognized share-based compensation of RMB
Restricted shares units
Under 2019 Share Incentive Plan, in March 2021,
the Company also issued
For the six months ended March 31, 2023 and 2024, the Company did not recognize share-based compensation expenses in connection with the above restricted shares units.
As of March 31, 2024, the Company had unrecognized compensation expenses for restricted share units.
| For the Six Months Ended March 31, | ||||||||
| 2023 | 2024 | |||||||
| RMB | RMB | |||||||
| Selling and marketing expenses | ||||||||
| General and administrative expenses | ||||||||
| Research and development expenses | ||||||||
| 11. | (LOSS) INCOME PER SHARE |
| For the Six Months Ended March 31, | ||||||||||||
| 2023 | 2024 | |||||||||||
| RMB | RMB | USD | ||||||||||
| Net (loss) income | ( | ) | ||||||||||
| ( | ) | |||||||||||
| ( | ) | ( | ) | ( | ) | |||||||
| ( | ) | |||||||||||
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For the six months ended March 31, 2023 and 2024,
weighted average ordinary shares included
For the six months ended March 31, 2023 and 2022,
potential ordinary shares from
| 12. | INCOME TAXES |
The Company evaluates the level of authority for each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. For the six months ended March 31, 2023 and 2024, the Company had unrecognized tax benefits. Due to uncertainties surrounding future utilization, the Company estimates there will not be sufficient future income to realize the deferred tax assets for the subsidiaries. The Company maintains a full valuation allowance on its net deferred tax assets as of September 30, 2023 and March 31, 2024.
The Company does not anticipate any significant increase to its liability for unrecognized tax benefit within the next 12 months. The Company will classify interest and penalties related to income tax matters, if any, in income tax expense.
| 13. | STATUTORY RESERVES AND NET RESTRICTED ASSETS |
The Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its subsidiaries. Relevant PRC statutory laws and regulations permit payments of dividends by the subsidiary incorporated in PRC only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. The unaudited condensed consolidated results of operations reflected in the unaudited condensed consolidated financial statements prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of the Company’s subsidiaries.
Under PRC law, the Company’s subsidiary
located in the PRC (“PRC subsidiary”) are required to provide for certain statutory reserves, namely a general reserve, an
enterprise expansion fund and a staff welfare and bonus fund. The PRC subsidiary is required to allocate at least
Amounts restricted including paid-in capital and statutory reserve funds as determined pursuant to PRC Laws were RMB and RMB as of September 30, 2023 and March 31, 2024, respectively.
| 14. | RELATED PARTY TRANSACTIONS AND BALANCES |
Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Parties are also considered to be related if they are subject to common control or common significant influence. Related parties may be individuals or corporate entities.
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| Related Party | Relationship with the Company | |
| Wangxiancai Limited | ||
| Key Space (S) Pte Ltd (“Key Space”) | ||
| Mr. Qu Chengcai | ||
| Mr. Sun Zhichen |
| - | Transactions with related parties |
As stated in Note 1, on October 26, 2021, December 17, 2021 and October 31, 2023, the Company transferred the equity interest in the Q&K Investment Consulting, Q&K HK and Q&K AI, respectively, to Wangxiancai Limited for nominal consideration.
As stated in Note 10, the Company issued
| - | Balances with related parties |
As of September 30, 2023 and March 31, 2024, amounts due to a related
party were RMB
| September 30, 2023 | March 31, 2024 | |||||||
| RMB | RMB | |||||||
| Key Space | ||||||||
| 15. | COMMITMENTS AND CONTINGENCIES |
The Company is subject to periodic legal or administrative proceedings in the ordinary course of business. The Company does not believe that any currently pending legal or administrative proceeding to which the Company is a party will have a material effect on its business or financial condition.
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| 16. | SUBSEQUENT EVENTS |
On May 21, 2024, the Company changed its name from “FLJ Group Limited” to “XChange TEC.INC”. (Note 1)
On June 6, 2024, the Company and Burgeon Capital
entered into a share subscription agreement and a payoff letter (collectively, the “Conversion Documents”), pursuant to which,
the Company agreed to issue to Burgeon Capital and Burgeon Capital agreed to subscribe from the Company,
On June 6, 2024, the Company adopted an equity
incentive plan (the “2024 Equity Incentive Plan”) and issued thereunder
On July 5, 2024, the Company transferred its listing to The Nasdaq Capital Market.
On August 7, 2024, the Company and MMTEC, Inc. agreed to extend the maturity date of the remaining Note and accrued but unpaid interest to date to December 31, 2024.
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EXHIBIT INDEX
| Number | Description of Document | |
| 101.INS | Inline XBRL Instance Document — the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
XChange TEC.INC | ||
| By: | /s/ Chengcai Qu | |
| Name: | Chengcai Qu | |
| Title: | Chairman of the Board of Directors, Chief Executive Officer, Chief Operating Officer and Vice President | |
| Date: August 21, 2024 | ||
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