XHG · XChange TEC.INC

XChange TEC.INC has established a structured financing arrangement through a Securities Purchase Agreement dated April 15, 2026, with an undisclosed investor. This agreement provides the company with potential access to up to $100 million in capital through the sale of American Depositary Shares, each representing 2,400 Class A ordinary shares. The transaction mechanics involve the company issuing purchase notices to the investor during a commitment period that extends until April 1, 2028, or until the full $100 million is utilized. The pricing mechanism is designed to provide the investor with a discount, set at 80% of the lowest daily closing price during a three-business-day valuation period following each purchase notice. The agreement includes protective provisions such as a floor price of $0.10 and a beneficial ownership limitation of 9.99% to prevent excessive concentration. Supporting legal opinions from Cayman Islands and PRC counsel confirm the company's corporate standing and share structure, with authorized capital of $500 million divided into Class A Ordinary Shares, Class B Ordinary Shares, and Preferred Shares. This agreement represents a significant capital-raising vehicle for the company, providing flexible access to equity markets through a structured at-the-market offering arrangement with a committed investor.