XChange TEC.INC

On November 8, 2024 the Company changed the ratio of the American depositary shares (“ADSs”) representing its Class A ordinary shares from one (1) ADS representing six hundred thousand (600,000) Class A ordinary share to one (1) ADS representing twelve million (12,000,000) Class A ordinary shares.

On November 8, 2024, the Company received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company was not in compliance with the requirement to maintain a minimum bid price of US$1 per share as set forth under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Rule”) for continued listing on The Nasdaq Capital Market. On November 26, 2024, the Company received a notice from Nasdaq stating that the Company has regained compliance with the Bid Price Rule.

On January 24, 2025, the Company’s annual general meeting (the “Meeting”) was held on January 24, 2025. The following resolutions (the “Resolutions”), among others, were passed by the shareholders of the Company at the Meeting: (a) every one hundred thousand (100,000) issued and unissued shares of the Company of a nominal or par value of US$0.0000001 each (the “Existing Shares”) be consolidated into one (1) share of a nominal or par value of US$0.01 each (each a “Consolidated Share”), such Consolidated Shares shall rank pari passu in all respects with each other (the “Share Consolidation”) so that following the Share Consolidation the authorized share capital of the Company will be changed to US$48,000,000 divided into 4,800,000,000 shares of a nominal or par value of US$0.01 each, of which 4,195,000,000 are Class A Ordinary Shares of a nominal or par value of US$0.01 each, 600,000,000 are Class B Ordinary Shares of a nominal or par value of US$0.01 each and 5,000,000 are Preferred Shares of a nominal or par value of US$0.01 each; (b) upon the Share Consolidation becoming effective, the authorised share capital of the Company be increased to US$50,000,000,000,000 divided into 5,000,000,000,000,000 shares of a nominal or par value of US$0.01 each, of which 4,374,500,000,000,000 are Class A Ordinary Shares of a nominal or par value of US$0.01 each, 625,000,000,000,000 are Class B Ordinary Shares of a nominal or par value of US$0.01 each and 500,000,000,000 are Preferred Shares of a nominal or par value of US$0.01 each, by the creation of an additional 4,374,495,805,000,000 unissued Class A Ordinary Shares of a nominal or par value of US$0.01 each to rank pari passu in all respects with the existing Class A Ordinary Shares, 624,999,400,000,000 unissued Class B Ordinary Shares of a nominal or par value of US$0.01 each to rank pari passu in all respects with the existing Class B Ordinary Shares, and 499,995,000,000 unissued Preferred Shares of a nominal or par value of US$0.01 each to rank pari passu in all respects with the existing Preferred Shares.

On April 23, 2025, the Company, MMTEC, Inc. (the “Seller”), a holder of certain Secured Promissory Note dated December 28, 2023 issued by the Company in the original principal amount of US$153,000,000 (the “Note”), and Infinity Asset Solutions Ltd., (the “Buyer” or “Infinity Asset”), entered into a Note Purchase Agreement (the “Agreement”), pursuant to which the Seller agrees to sell, transfer and assign to the Buyer, and the Buyer agrees to purchase from the Seller, a portion of the Note representing US$51,988,242 of the Outstanding Amount (as defined below), of which the unpaid principal was US$50,000,000 and the unpaid interest was US$1,988,242.00 as of the date of the Agreement. As of the date of the Agreement, the total amount of the unpaid principal and accrued and unpaid interest under the Note was US$153,738,529 (the “Outstanding Amount”).

On May 6, 2025 the Company changed the ratio of the ADSs representing its Class A ordinary shares from one (1) ADS representing one hundred and twenty (120) Class A ordinary share to one (1) ADS representing two thousand four hundred (2,400) Class A ordinary shares.

On May 9, 2025, the Company and Infinity Asset entered into a share subscription agreement and a payoff letter (collectively, the “Conversion Documents”), pursuant to which, the Company agreed to issue to Infinity Asset and Infinity Asset agreed to subscribe from the Company, 108,027,515,844 Class A ordinary shares, par value US$0.0000001 per share, of the Company (the “Converted Shares”), as the repayment by the Company to Infinity Asset of all outstanding principal amount and accrued interest under the Note with a total amount of US$51,988,242. On the same date, the Company consummated the issuance of the Converted Shares. The Converted Shares were issued in reliance upon the exemption from securities registration pursuant to Regulation S promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

On May 9, 2025, the Company adopted an equity incentive plan (the “2025 Equity Incentive Plan”) and issued thereunder 11,800,000,000 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 2025 Equity Incentive Plan (the “Participants”), and (ii) after any vesting to the Participants, on behalf of the Participants pursuant to the respective share award agreements. The Reserved Shares were issued in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act. Following the issuance of the Converted Shares and Reserved Shares, as of the date hereof, the Company has a total of 111,851,094,785 Class A ordinary shares and 11,863,927,890 Class B ordinary shares issued and outstanding.

On May 13, 2025 the Company received a delisting letter from Nasdaq stating that the Company has not regained compliance with the requirement to maintain a minimum Market Value of Listed Securities of US$35 million as set forth under Nasdaq Listing Rule 5550(b)(2) (the “MVLS Rule”) for continued listing on Nasdaq as required in Nasdaq’s notice dated November 13, 2024, and that the Company’s ADSs would be delisted from Nasdaq. On May 20, 2025, the Company submitted a request to appeal the determination to a Hearings Panel pursuant to the procedures set forth in the Nasdaq Listing Rule. On June 11, 2025, the Company received a notice from Nasdaq stating that the Company has regained compliance with the MVLS Rule for continued listing on Nasdaq.

On June 30, 2025, the Company and MMTEC, Inc. agreed to extend the maturity date of the remaining Note of US$93,859 and accrued interest to date to December 31, 2025.