SHANGHAI, July 11,
2024 /PRNewswire/ -- XChange TEC.INC (NASDAQ: XHG)
(the "Company"), today announced that on July 3, 2024, the Company received a letter (the
"Panel Decision Letter") from The Nasdaq Stock Market LLC
("Nasdaq") informing that the Nasdaq Hearings Panel (the "Panel")
has determined to grant the Company's request to transfer its
listing from The Nasdaq Global Market to The Nasdaq Capital Market,
and further, to grant the Company an extension of time to remain
listed on The Nasdaq Capital Market through August 31, 2024, subject to the condition that on
or before August 14, 2024, the
Company will demonstrate compliance with Nasdaq Listing Rule
5450(a)(1) by evidencing a closing bid price of $1.00 or more per share for a minimum of ten (10)
consecutive trading sessions, and evidence compliance with all
applicable criteria for continued listing on The Nasdaq Capital
Market. On July 9, 2024, the Company
received a letter from Nasdaq informing that Nasdaq has approved
the Company's application to transfer its listing to The Nasdaq
Capital Market.
As previously announced by the Company via a press release on
February 21, 2024, the Company
received a letter on February 20,
2024 from Nasdaq, notifying that the Company no longer
complied with the requirement of $50
million in total assets and total revenue for the most
recently completed fiscal year or two of the last three most
recently completed fiscal years, as set forth in Nasdaq Listing
Rule 5450(b)(3)(A) (the "A&R Standard") and did not comply with
an alternative requirement of Nasdaq Listing Rule 5450(b). In
accordance with Nasdaq Listing Rules, the Company had 45 calendar
days, or until April 5, 2024 to
submit a plan to regain compliance with the A&R Standard or an
alternative requirement of Nasdaq Listing Rule 5450(b). In
addition, as previously announced by the Company via a press
release on April 9, 2024, the Company
received another notice from Nasdaq dated April 3, 2024, stating that the Company was not
in compliance with the requirement to maintain a minimum bid price
of $1 per share as set forth under
Nasdaq Listing Rule 5450(a)(1) for continued listing on The Nasdaq
Global Market. However, Nasdaq Listing Rule 5810(c)(3)(A) also
provides the Company a compliance period of 180 calendar days in
which to regain compliance. If at any time during the 180-day
period, or until September 30, 2024, the closing bid price of the
Company's American Depositary Shares ("ADSs") is at least $1 per
ADS for a minimum of ten consecutive business days, Nasdaq will
provide a written confirmation of compliance and this matter will
be closed.
On April 5, 2024, the Company
submitted to Nasdaq a compliance plan (the "Compliance Plan"). On
April 25, 2024, Nasdaq notified the
Company that it determined to deny the Company's request for
continued listing on The Nasdaq Global Market, and further
determined that the Company did not provide a definitive plan
evidencing its ability to achieve near term compliance with the
continued listing requirements or sustain such compliance over an
extended period of time (the "Determination"). On May 1, 2024, the Company submitted to Nasdaq a
request of appeal of the Determination to the Panel pursuant to the
procedures set forth in the Nasdaq Listing Rule 5800 Series, and on
June 13, 2024, the Company presented
its appeal before the Panel in which the Company requested a
transfer of the Company's listing to The Nasdaq Capital Market. The
Panel Decision Letter was issued in response to the Company's
appeal and request to transfer its listing to The Nasdaq Capital
Market.
There can be no assurance that the Company will be able to
satisfy the condition as set forth in the Panel Decision
Letter.
About XChange TEC.INC
XChange TEC.INC, through its subsidiaries and consolidated
variable interest entities, operates insurance agency and insurance
technology business. The insurance agency is PRC-licensed and
operates nationwide in the PRC with a wide range of insurance
products underwritten by major insurance companies, including
industry leading and/or state-owned property and casualty insurance
companies as well as certain regional property and casualty
insurance companies in China. The
insurance technology business is focused on operating and
developing insurance technology in the PRC, including developing
SaaS platform to connect consumers and underwriting support.
Forward-Looking Statements
This press release contains forward-looking statements.
Forward-looking statements include statements concerning plans,
objectives, goals, strategies, future events or performance, and
underlying assumptions and other statements that are other than
statements of historical facts. These statements include, among
others, statements regarding the Company's plans to regain
compliance with Nasdaq Rules for continued listing. The Company's
actual results may differ materially from those expressed in any
forward-looking statements as a result of various factors and
uncertainties. The reports filed by the Company with the Securities
and Exchange Commission discuss these and other important factors
and risks that may affect the Company's business, results of
operations and financial conditions. For these reasons, among
others, investors are cautioned not to place undue reliance upon
any forward-looking statements in this press release. The Company
undertakes no obligation to publicly revise these forward-looking
statements to reflect events or circumstances that arise after the
date hereof.
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SOURCE XChange TEC.INC
