$XHG

XChange TEC.INC

CIK:0001769256|SEC Filings

Consolidated Statements of Comprehensive Loss
¥ in Thousands, $ in Thousands

12 Months Ended

Sep. 30, 2025

CNY (¥)

¥ / shares

Sep. 30, 2025

USD ($)

$ / shares

Sep. 30, 2024

CNY (¥)

¥ / shares

Sep. 30, 2023

CNY (¥)

¥ / shares

Income Statement [Abstract]

Revenue

¥ 365,267

$ 51,309

¥ 288,369

Cost of revenue

(357,266)

(50,185)

(274,901)

Gross profit

8,001

1,124

13,468

Total operating costs and expenses:

Selling and marketing expenses

(9,915)

(1,393)

(11,199)

(24)

General and administrative expenses

(32,472)

(4,561)

(16,091)

(23,467)

Research and development expenses

(24)

(46)

Goodwill impairment loss

(685,957)

(96,356)

(574,978)

Total operating expenses

(728,344)

(102,310)

(602,292)

(23,537)

Loss from continuing operations

(720,343)

(101,186)

(588,824)

(23,537)

Interest expense, net

(27,525)

(3,867)

(26,105)

(1,565)

Other income (expense), net

(500)

(70)

2,311

Total Other Expense

(28,025)

(3,937)

(23,794)

(1,565)

Loss from continuing operations before income taxes

(748,368)

(105,123)

(612,618)

(25,102)

Income tax expense

(46)

(6)

(548)

Net loss from continuing operations

(748,414)

(105,129)

(613,166)

(25,102)

Gain from discontinued operations, net of applicable income taxes

388,491

Loss from discontinued operations

(2,146)

(46,211)

Net (loss) income from discontinuing operations

386,345

(46,211)

Net loss attributable to XChange TEC.INC’s ordinary shareholders

(748,414)

(105,129)

(226,821)

(71,313)

Net loss from continuing operations attributable to XChange TEC.INC’s ordinary shareholders

(748,414)

(105,129)

(613,166)

(25,102)

Net loss (income) from discontinued operations attributable to XChange TEC.INC’s ordinary shareholders

¥ 386,345

¥ (46,211)

Weighted average number of ordinary shares used in computing net loss per share—Basic (in Shares)

^[1]

50,254,250,124

238,246,158

28,050,733

Weighted average number of ordinary shares used in computing net loss per share— Diluted (in Shares)

^[1]

50,254,250,124

238,246,158

28,050,733

Net losses per share attributable to ordinary shareholders of XChange TEC.INC —Basic (in Dollars per share and Yuan Renminbi per share) | (per share)

¥ 0

$ 0

¥ 0

Net losses per share attributable to ordinary shareholders of XChange TEC.INC — Diluted (in Dollars per share and Yuan Renminbi per share) | (per share)

Net losses per share from continuing operations attributable to ordinary shareholders of XChange TEC.INC —Basic (in Dollars per share and Yuan Renminbi per share) | (per share)

Net losses per share from continuing operations attributable to ordinary shareholders of XChange TEC.INC —Diluted (in Dollars per share and Yuan Renminbi per share) | (per share)

Net losses (earning) from per share discontinued operations attributable to ordinary shareholders of XChange TEC.INC —Basic (in Dollars per share and Yuan Renminbi per share) | (per share)

Net earnings (loss) from per share discontinued operations attributable to ordinary shareholders of XChange TEC.INC —Diluted (in Dollars per share and Yuan Renminbi per share) | (per share)

¥ 0

Net loss

¥ (748,414)

$ (105,129)

¥ (226,821)

¥ (71,313)

Other comprehensive (expenses) income, net of tax of nil:

Foreign currency translation adjustments

(22,077)

(3,101)

99,728

(4,031)

Comprehensive loss attributable to XChange TEC.INC’s ordinary shareholders

¥ (770,491)

$ (108,230)

¥ (127,093)

¥ (75,344)

[1]

Retroactively restated to give effect to a share subdivision at a ratio of one-for-one hundredth (100) ordinary shares effective on September 18, 2023, a share subdivision at a ratio of one-for-hundred thousandth (100,000) ordinary shares effective on January 24, 2025 and the Capital Reduction effective on May 9, 2025 (Note 1).

Consolidated Statements of Cash Flows ¥ in Thousands, $ in Thousands	12 Months Ended
	Sep. 30, 2025 CNY (¥)	Sep. 30, 2025 USD ($)	Sep. 30, 2024 CNY (¥)	Sep. 30, 2023 CNY (¥)
Operating activities:
Net loss	¥ (748,414)	$ (105,129)	¥ (226,821)	¥ (71,313)
Less: net (loss) income from discontinued operations			386,345	(46,211)
Net loss from continuing operations	(748,414)	(105,129)	(613,166)	(25,102)
Share-based compensation			2,507	4,782
Accretion of interest expense	27,530	3,867	24,043
Impairment loss of goodwill	685,957	96,356	574,978
Depreciation and amortization			54
Right-of-use assets depreciation and amortization	396	56	207
(Recovery) allowance of expected credit loss	10,212	1,434	(86)
Loss on short-term investment			385
Loss on disposal of fixed assets			105
Deferred tax expense			511
Accounts receivable, net	12,971	1,822	(16,930)
Advances to suppliers	418	59	420
Other current assets	6,835	960	(6,202)	(282)
Accounts payable	(7,492)	(1,052)	24,200	182
Amounts due to related parties			(171)	429
Advance from customer	17	2
Lease liabilities	(384)	(54)	(198)
Accrued expenses and other current liabilities	256	36	388	(2,187)
Net cash used in operating activities from continuing operations	(11,698)	(1,643)	(8,955)	(22,178)
Net cash used in operating activities from discontinued operations			(815)	(17,689)
Net cash used in operating activities	(11,698)	(1,643)	(9,770)	(39,867)
Investing activities:
Proceeds from disposal of fixed assets			106
Purchase of short-term investment	(8,850)	(1,243)	(800)
Cash proceeds from acquisition of Alpha Mind			10,868
Proceeds of sale of short-term investment	8,991	1,263
Net cash outflow of aquisition of Topone	(631)	(89)
Net cash provided by (used in) investing activities from continuing operations	(490)	(69)	10,174
Net cash used in investing activities from discontinued operations
Net cash provided by (used in) investing activities	(490)	(69)	10,174
Financing activities:
Proceeds from short-term debts			18,937	37,887
Proceeds from F-3 financing	76,817	10,790
Repayments of notes payable	(59,088)	(8,300)	(6,060)
Repayment of short-term debts			(4,208)
Proceeds from borrowings from related parties	1,060	149
Net cash provided by financing activities from continuing operations	18,789	2,639	8,669	37,887
Net cash provided by financing activities from discontinued operations
Net cash provided by financing activities	18,789	2,639	8,669	37,887
Effect of foreign exchange rate changes	(3,807)	(535)	2,911	203
Net (decrease) increase in cash and cash equivalents and restricted cash	2,794	392	11,984	(1,777)
Cash, cash equivalents and restricted cash at the beginning of the year	13,085	1,838	1,101	2,878
Cash, cash equivalents and restricted cash at the end of the year	15,879	2,230	13,085	1,101
Less: Cash, cash equivalents and restricted cash from discontinued operations at the end of the year				815
Cash, cash equivalents and restricted cash from continuing operations at the end of the year	15,879	2,230	13,085	286
Supplemental disclosure of cash flow information from continuing operations:
Income taxes paid	236	33	(92)
Supplemental schedule of non-cash investing and financing activities from continuing activities:
Acquisition of a subsidiary by issuance of notes payable			1,263,168
Notes payable settled by ordinary shares	(355,950)	(50,000)	(191,875)
Short-term debts settled by ordinary shares			¥ (25,254)

Consolidated Balance Sheets ¥ in Thousands, $ in Thousands	Sep. 30, 2025 CNY (¥)	Sep. 30, 2025 USD ($)	Sep. 30, 2024 CNY (¥)
Current assets:
Cash and cash equivalents	¥ 10,879	$ 1,528	¥ 8,085
Short term investments	1,891	266	2,032
Accounts receivable, net	23,455	3,295	36,276
Advances to suppliers	2,593	364	13,745
Other current assets	1,042	146	7,505
Total current assets	39,860	5,599	67,643
Non-current assets:
Restricted Cash, non-current	5,000	702	5,000
Property and equipment, net	6	1	6
Operating lease right of use assets	551	77	947
Intangible Assets	678	95
Goodwill	23,283	3,271	709,240
Total non-current assets	29,518	4,146	715,193
Total assets	69,378	9,745	782,836
Current liabilities:
Accounts payable	29,480	4,141	36,972
Short-term debt	32,533	4,570	32,070
Tax payable	1,553	218	1,457
Operating lease liabilities, current	199	28	349
Notes payable	668,021	93,836	1,067,633
Contingent liabilities for payable for asset acquisition	165,161	23,200	162,808
Accrued expenses and other current liabilities	51,144	7,184	33,209
Advance from customer	17	2
Total current liabilities	949,168	133,328	1,338,822
Non-current liabilities:
Operating lease liabilities, non-current	353	50	587
Total non-current liabilities	353	50	587
Total liabilities	949,521	133,378	1,339,409
SHAREHOLDERS’ DEFICIT:
Additional paid-in capital	3,465,510	486,797	3,137,002
Accumulated deficit	(4,605,215)	(646,891)	(3,856,801)
Accumulated other comprehensive income	79,989	11,236	106,048
Total shareholders’ deficit	(880,143)	(123,633)	(556,573)
Total liabilities and shareholders’ deficit	69,378	9,745	782,836
Class A Ordinary Shares
SHAREHOLDERS’ DEFICIT:
Ordinary shares value	174,941	24,574	52,555
Class B Ordinary Shares
SHAREHOLDERS’ DEFICIT:
Ordinary shares value	4,632	651	4,623
Related Party
Current liabilities:
Amounts due to related parties	¥ 1,060	$ 149	¥ 4,324