SRSEC Reporting Desk

XChange TEC.INC (XHG) – SEC staff letter

2026-02-04 · Re: Amendment No 1. to Registration Statement on Form F-3 Filed October 29, 2025 · Accession 0000000000-26-001206 · 4 staff comment(s) issued

China-Based IssuersRelated PartiesFiler Status & Cover PageBusiness Description (Item 101)IFRS & Foreign Private Issuers

2026-02-04 · Amendment No 1. to Registration Statement on Form F-3 Filed October 29, 2025 · Comment 1 · General Awaiting / response not in dataset
Staff comment: We note your response to prior comment 1 to our letter dated September 17, 2025 related to your Annual Report on Form 20-F for the fiscal year ended September 30, 2024. Based on your response it appears that you have sold 25,770,000 ADSs since December 2023, the date when your business changed from "technology-driven long- term apartment rental platform in China" to the "insurance agency and insurance technology business" in the PRC. Please provide us with legal analysis as to why the acquisition of the new insuretech business did not constitute a fundamental change that required you to file a post-effective amendment to the registration statement on Form F- 3, file no. 333-258187, to… letter →
China-Based IssuersBusiness Description (Item 101)IFRS & Foreign Private Issuers
2026-02-04 · Amendment No 1. to Registration Statement on Form F-3 Filed October 29, 2025 · Comment 2 · Page 2 Awaiting / response not in dataset
Staff comment: We note your responses to prior comments 8 and 11 in our letter dated September 17, 2025 related to your Annual Report on Form 20-F for the fiscal year ended September 30, 2024. We also note that the prior transaction with Haoju Artificial Intelligence Technology Co., Ltd. was a related party transaction. Please revise the registration statement to include this related party transaction, as well as other related party transactions for the period specified in Item 7 of Form 20-F. letter →
Related PartiesIFRS & Foreign Private Issuers
2026-02-04 · Amendment No 1. to Registration Statement on Form F-3 Filed October 29, 2025 · Comment 3 · transactions for the period specified in Item 7 of Form 20-F. Awaiting / response not in dataset
Staff comment: Please provide us with your analysis explaining why the sale of ownership in your apartment rental business and subsequent acquisition of insuretech business did not require shareholder approval or registration under Rule 145 of the Securities Act. letter →
IFRS & Foreign Private Issuers
2026-02-04 · Amendment No 1. to Registration Statement on Form F-3 Filed October 29, 2025 · Comment 4 · require shareholder approval or registration under Rule 145 of the Securities Act. Awaiting / response not in dataset
Staff comment: Based on your response to our prior comment 1 to our letter dated September 17, 2025, it appears that you have sold 25,770,000 ADSs since December 2023. Please provide us with detailed legal analysis as to your Form F-3 eligibility at each of the three takedowns in 2024 and 2025. Please clarify how you concluded that you were eligible to sell 13.9 million ADSs on December 19, 2024, 2 million ADSs on March 18, 2025 and 9.87 million ADSs on April 18, 2025. Please be detailed as to what your public float was at each of the referenced takedowns and detail the timeliness of all applicable updates to your financial statements. letter →
Filer Status & Cover Page

Full letter on EDGAR → · Filing index · All XChange TEC.INC (XHG) correspondence

China-Based Issuers – what to check: Address PRC regulatory, VIE structure, cash transfer and HFCAA disclosures prominently up front.

Related Parties – what to check: Identify related-party transactions, terms and amounts in both the notes (ASC 850) and Item 404.

Filer Status & Cover Page – what to check:

Business Description (Item 101) – what to check:

IFRS & Foreign Private Issuers – what to check:

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