Xchange Tec.Inc 2026年年度报告和过渡报告

FORM 20-F OR For the fiscal year ended September 30, 2025 OR 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 American depositary shares on theNASDAQ Capital 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, 2025, there were 123,715,022,675 ordinary shares outstanding, consisting of 111,851,094,785 Class A ordinaryshares and 11,863,927,890 Class B ordinary shares, all with a par value of US$0.0000001 per share. If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section13 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 or 15(d) of the SecuritiesExchange 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 for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 ofthe 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 theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards†provided pursuant to Section 13 (a) of the Exchange Act.☐ †The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Boardto 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’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP☒International Financial Reporting Standards as issued by theInternational Accounting Standards Board☐Other☐ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registranthas elected to follow. Item 17☐Item 18☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct). Yes☐No☒ (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) ofthe Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes☐No☐ TABLE OF CONTENTS INTRODUCTIONiiFORWARD-LOOKING STATEMENTSivPART I1ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS1ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE1ITEM 3. KEY INFORMATION1ITEM 4. INFORMATION ON THE COMPANY42ITEM 4A. UNRESOLVED STAFF COMMENTS68ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS69ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES75ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS85ITEM 8. FINANCIAL INFORMATION86ITEM 9. THE OFFER AND LISTING87ITEM 10. ADDITIONAL INFORMATION87ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK96ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES97PART II99