Xchange Tec.Inc2023年度报告

FORM 20-F ☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THESECURITIES EXCHANGE ACT OF 1934 OR ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2023 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 OR ☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934 Date of event requiring this shell company report Commission file number: 001-39111 FLJ Group Limited(Exact name of Registrant as specified in its charter) Cayman Islands(Jurisdiction of incorporation or organization) Room 1610No. 917, East Longhua RoadHuangpu District, Shanghai, 200023People’s Republic of China(Address of principal executive offices) Chengcai Qu, Chief Executive OfficerPhone: +86-21-6422-8532Email: ccqu@qk365.com Room 1610No. 917, East Longhua RoadHuangpu District, Shanghai, 200023People’s Republic of China(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act. *As of the date of this annual report. Not for trading, but only in connection with the listing of Americandepositary shares on the NASDAQ Global Market. Securities registered or to be registered pursuant to Section 12(g) of the Act. Not Applicable(Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. Not Applicable(Title of Class) As of September 30, 2023, there were 2,837,892,046,400 ordinary shares outstanding, consisting of2,587,892,046,400 Class A ordinary shares and 250,000,000,000 Class B ordinary shares, all with a parvalue of US$0.0000001 per share. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act. Yes☐No☒ If this report is an annual or transition report, indicate by check mark if the registrant is not required to filereports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements forthe past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data Filerequired to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit and post suchfiles). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See the definitions of “large accelerated filer,”“accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer☐Accelerated filer☒Non-accelerated filer☐Emerging growth company☒ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP,indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards† provided pursuant to Section 13 (a) of theExchange Act.☐ †The term “new or revised financial accounting standard” refers to any update issued by the FinancialAccounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’sassessment of the effectiveness of its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether thefinancial statements of the registrant included in the filing reflect the correction of an error to previouslyissued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recoveryanalysis of incentive- based compensation received by any of the registrant’s executive officers during therelevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statementsincluded in this filing: U.S. GAAP☒International Financial Reporting Standards asissued by the International AccountingStandards Board☐Other☐ If “Other” has been checked in response to the previous question, indicate by check mark which financialstatement item the registrant has elected to follow. Item 17☐Item 18☐ If this is an annual report, indicate by check mark wheth