UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
XChange TEC.INC
(Name of Issuer)
Class A ordinary shares, par value $0.0000001
per share
(Title of Class of Securities)
G7308L100**
(CUSIP Number)
Yong Zhang
c/o Start Chambers, Wickham’s Cay II, P. O. Box 2221
Road Town, Tortola
British Virgin Islands
Telephone: +86-021-33834262
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 24, 2024
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for
a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| ** | This CUSIP number applies to the Class A ordinary shares, par value $0.0000001 per share (“Class A Ordinary
Shares”), of XChange TEC.INC (the “Issuer”). CUSIP number 74738J300 applies to the American Depositary Shares (“ADSs”)
of the Issuer, each representing 600,000 Class A Ordinary Shares. |
CUSIP No: G7308L100
| 1. |
Names of reporting persons
Golden Stream Ltd. |
| 2. |
Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b) ☐ |
| 3. |
SEC use only
|
| 4. |
Source of funds (see instructions)
OO |
| 5. |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ |
| 6. |
Citizenship or place of organization
The British Virgin Islands |
Number of
shares
beneficially
owned by
each
reporting
person with |
7. |
Sole voting power
6,392,789,000,0001 |
| 8. |
Shared voting power
0 |
| 9. |
Sole dispositive power
6,392,789,000,0001 |
| 10. |
Shared dispositive power
0 |
| 11. |
Aggregate amount beneficially owned by each reporting person
6,392,789,000,0001 |
| 12. |
Check if the aggregate amount in Row (11) excludes certain shares
(see instructions)
☐ |
| 13. |
Percent of class represented by amount in Row (11)
8.04%2 |
| 14. |
Type of reporting person (see instructions)
CO |
| 1. | Represents 6,392,789,000,000 Class B ordinary shares, par value $0.0000001
per share (“Class B Ordinary Shares”) (the “Shares”) directly held by Golden Stream Ltd. (“Golden Stream”).
Mr. Yong Zhang is the current sole shareholder and sole director of Golden Stream. As disclosed in the Schedule 13D filed by Golden Stream
on November 25, 2022, as of such date Golden Stream held 2,500,000,000 Class B Ordinary Shares, par value $0.00001 per share, which became
250,000,000,000 Class B Ordinary Shares, par value $0.0000001 per share, effective September 18, 2023 as a result of the share subdivision.
On June 6, 2024, the Issuer adopted an equity incentive plan (the “2024 Plan”) and issued thereunder 6,142,789,000,000 Class
B Ordinary Shares to Golden Stream, pursuant to which Golden Stream owns a total of 6,392,789,000,000 Class B Ordinary Shares. On October
24, 2024, Mr. Yong Zhang purchased from Mr. Chengcai Qu, the then sole shareholder and sole director of Golden Stream, all issued and
outstanding ordinary shares held by Mr. Qu in Golden Stream. Golden Stream holds the Shares underlying the share-based awards pursuant
to the 2024 Plan) and will act upon the instructions of a senior management committee of the Issuer consisting of Yong Zhang and Jiaxing
Chang determined on a unanimous basis in relation to the voting and, prior to the vesting of the Shares to the relevant grantee of the
share-based awards the Company may grant under the 2024 Plan, the disposition of the Shares. According to the Fourth Amended and Restated
Articles of the Issuer, each Class B ordinary share is convertible into one (1) Class A ordinary share (the Class A ordinary shares and
Class B Ordinary Shares, together as the “Ordinary Shares”) at any time by the holder thereof. |
| 2. | This percentage is calculated using 79,510,681,046,400 Ordinary Shares as the denominator, which is
the sum of total 73,117,892,046,400 Class A Ordinary Shares and 6,392,789,000,000 Class B ordinary shares outstanding as of
September 27, 2024, as derived from the Issuer’s corporate records. Each of the Issuer’s Class B Ordinary Shares has 10
votes per share, and each of the Issuer’s Class A Ordinary Shares has 1 vote per share. As such, Golden Stream Ltd. has 46.65%
of the Issuer’s total voting power. |
CUSIP No: G7308L100
| 1. |
Names of reporting persons
Yong Zhang |
| 2. |
Check the appropriate box if a member of a group (see instructions)
(a) ☐ (b) ☐ |
| 3. |
SEC use only
|
| 4. |
Source of funds (see instructions)
OO |
| 5. |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐ |
| 6. |
Citizenship or place of organization
The People’s Republic of China |
Number of
shares
beneficially
owned by
each
reporting
person with |
7. |
Sole voting power
6,392,789,000,0001 |
| 8. |
Shared voting power
0 |
| 9. |
Sole dispositive power
6,392,789,000,0001 |
| 10. |
Shared dispositive power
0 |
| 11. |
Aggregate amount beneficially owned by each reporting person
6,392,789,000,0001 |
| 12. |
Check if the aggregate amount in Row (11) excludes certain shares
(see instructions)
☐ |
| 13. |
Percent of class represented by amount in Row (11)
8.04%2 |
| 14. |
Type of reporting person (see instructions)
IN |
| 1. | Represents 6,392,789,000,000 Class B Ordinary Shares directly held by Golden Stream. Mr. Yong Zhang
is the current sole shareholder and sole director of Golden Stream. Refer to footnote 1 at page 2 above for more information. |
| 2. | This percentage is calculated using 79,510,681,046,400 Ordinary Shares
as the denominator, which is the sum of total 73,117,892,046,400 Class A Ordinary Shares and 6,392,789,000,000 Class B Ordinary Shares
outstanding as of September 27, 2024, as derived from the Issuer’s corporate records. Each of the Issuer’s Class B Ordinary
Shares has 10 votes per share, and each of the Issuer’s Class A Ordinary Shares has 1 vote per share. As such, Golden Stream Ltd.
has 46.65% of the Issuer’s total voting power. |
Item 1. Security and Issuer
This Statement on Schedule 13D relates to the Class A Ordinary Shares,
par value US$0.0000001 per share of XChange TEC.INC (the “Issuer”). The principal executive office of the Issuer is located
at Room 1610 No.801, Building 1, 1136 Xinzha Road JingAn District, Shanghai, 200041, People’s Republic of China.
Item 2. Identity and Background
(a) This Statement on Schedule 13D is jointly filed by the following
persons (the “Reporting Persons”): Golden Stream Ltd., a company limited by shares incorporated in the British Virgin Islands,
and Mr. Yong Zhang, a citizen of the People’s Republic of China.
(b) Business address and address of principal office of the Reporting
Persons:
For Golden Stream Ltd.:
Start Chambers, Wickham’s Cay II, P. O. Box 2221, Road Town,
Tortola, British Virgin Islands.
For Yong Zhang:
No. 3, Nanjiu Lane, East Zhangjiazhuang Village, Dalu Village Town,
Ningjin County, Xingtai City, Hebei Province, China.
(c) Golden Stream Ltd. is an investment holding company, and Mr. Yong
Zhang is its sole shareholder and sole director.
(d) Neither of the Reporting Persons, during the last five years, has
been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) Neither of the Reporting Persons, during the last five years, has
been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount
of Funds or Other Consideration
In November 2022, Golden Stream paid US$25,000 from its shareholder contribution
to purchase the 2,500,000,000 Class B Ordinary Shares of the Issuer (which became 250,000,000,000 Class B Ordinary Shares effective September
18, 2023, par value $0.0000001 per share, as a result of the share subdivision) at a par value of US$0.00001 each.
In June 2024, Golden Stream paid US$614,278.90 to purchase 6,142,789,000,000 Class B Ordinary Shares of the Issuer at a par value of US$0.0000001
each.
Item
4. Purpose of Transaction
The information set forth in Items 3 and 6 is
hereby incorporated by reference in this Item 4.
On June 6, 2024, the Issuer adopted the 2024 Plan and issued thereunder
6,142,789,000,000 Class B Ordinary Shares to Golden Stream. On October 24, 2024, Mr. Yong Zhang purchased from Mr. Chengcai Qu, the then
sole shareholder and sole director of Golden Stream, all issued and outstanding ordinary shares held by Mr. Qu in Golden Stream. Golden
Stream is holding the Class B Ordinary Shares underlying the share-based awards pursuant to the 2024 Plan and will act upon the instructions
of a senior management committee of the Issuer consisting of Yong Zhang and Jiaxing Chang determined on a unanimous basis in relation
to the voting and, prior to the vesting of the Shares to the relevant grantee of the share-based awards the Company may grant under the
2024 Plan, the disposition of the Shares. According to the Fourth Amended and Restated Articles of the Issuer, each Class B ordinary share
is convertible into one (1) Class A ordinary share at any time by the holder thereof.
Although the Reporting Persons
have no present intention to acquire additional securities of the Issuer, they intend to review their investment on a regular basis and,
as a result thereof, may at any time or from time to time determine, either alone or as part of a group, (i) to acquire additional securities
of the Issuer, through open market purchases, privately negotiated transactions or otherwise, (ii) to dispose of all or a portion of the
securities of the Issuer owned by them in the open market, in privately negotiated transactions or otherwise or (iii) to take any other
available course of action, which could involve one or more of the types of transactions or have one or more of the results specified
in clauses (a) through (j) of Item 4 of Schedule 13D under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Any such acquisition or disposition or other transaction would be made in compliance with all applicable laws and regulations. Notwithstanding
anything contained herein, the Reporting Persons specifically reserve the right to change their intention with respect to any or all of
such matters. In reaching any decision as to its course of action (as well as to the specific elements thereof), the Reporting Persons
currently expect that they would take into consideration a variety of factors, including, but not limited to, the following: the Issuer’s
business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available
to such Reporting Persons; changes in law and government regulations; general economic conditions; and liquidity and stock market conditions,
including the market price of the securities of the Issuer.
Except as set forth in this Item 4, the Reporting
Persons have no present plans or proposals that relate to, or that would result in, any of the actions specified in clauses (a) through
(j) of Item 4 of Schedule 13D under the Exchange Act.
Item 5. Interest in Securities
of the Issuer
(a) and (b):
The responses of each Reporting Person to Rows (7) through (13) of
the cover pages of this Schedule 13D are hereby incorporated by reference in this Item 5. The Reporting Persons disclaim membership in
any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with any person other than the Reporting Persons.
The percentage is calculated using 79,510,681,046,400 Ordinary Shares as
the denominator, which is the sum of total 73,117,892,046,400 Class A Ordinary Shares and 6,392,789,000,000 Class B ordinary shares outstanding
as of September 27, 2024, as derived from the Issuer’s corporate records. Each of the Issuer’s Class B Ordinary Shares has
10 votes per share, and each of the Issuer’s Class A Ordinary Shares has 1 vote per share. As such, Golden Stream Ltd. has 46.65%
of the Issuer’s total voting power.
(c) Other than as described in Items 3 and 4 above, there have been
no transactions in the class of securities reported on that were effected during the past sixty days by the Reporting Persons.
(d) Golden Stream holds the Class B Ordinary Shares underlying the
share-based awards pursuant to the 2024 Plan and will act upon the instructions of a senior management committee of the Issuer consisting
of Yong Zhang and Jiaxing Chang determined on a unanimous basis in relation to the voting and, prior to the vesting of the Shares to the
relevant grantee of the share-based awards the Company may grant under the 2024 Plan, the disposition of the Shares.
Upon vesting of the Shares, subject to any applicable provisions in
the relevant award agreement, the grantee of the share-based awards will have the right to instruct Golden Stream on the disposition of
the Shares, and to receive dividends, distributions, and the net proceeds from the disposition of the Shares, after deduction of the applicable
withholding and other taxes.
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer
Except as described in Items
1 through 7 of this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the
Reporting Persons and any other person, including but not limited to transfer or voting of any of the securities, finder’s fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding
of proxies, with respect to any securities of the Issuer, including any securities pledged or otherwise subject to a contingency the occurrence
of which would give another person voting power or investment power over such securities except for standard default and similar provisions
contained in loan agreements.
Item 7. Material to be Filed
as Exhibits
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.
Dated: October 29, 2024
| |
Golden Stream Ltd. |
| |
|
| |
By: |
/s/ Yong Zhang |
| |
Name: |
Yong Zhang |
| |
Title: |
Director |
| |
Yong Zhang |
| |
|
| |
By: |
/s/ Yong Zhang |
7
Exhibit 99.1
Agreement in relation to the ESOP Shares
This agreement is entered into by and among the following parties as
of October 24, 2024:
(i) Golden Stream Ltd, a company limited by shares incorporated in
the British Virgin Islands (the “ESOP Platform”); (ii) Yong Zhang, as the sole director and sole shareholder of the
ESOP Platform (the “Shareholder”), and (iii) Yong Zhang and Jiaxing Chang (each, a “Principal,”
and collectively, the “Principals”, together with the ESOP Platform, the Shareholder, collectively, the “Parties”,
and each, a Party).
WHEREAS, the ESOP Platform holds certain number of Class B ordinary
shares of a par value of US$0.0000001 each of XChange TEC.INC (the “Shares”), an exempted company incorporated in the
Cayman Islands with limited liability (the “Company”), which represent the maximum number of Shares that can be issued
under the Company’s 2024 equity incentive plan (the “Plan”); and
WHEREAS, the Parties intend that any matters in relation to the voting
and prior to the vesting of the Shares to the relevant Participant as such term is defined in the Plan, disposition of the Shares be decided
by the Principals on a unanimous basis.
THEREFORE, the Parties hereby agree as follows:
1.1 The ESOP Platform hereby unconditionally undertakes, and
the Shareholder shall procure the ESOP Platform, to act upon the instructions (the “Instructions”) of the Principals,
which shall be determined pursuant to Section 1.2 hereof, in relation to the voting (including the right to consider and approve on the
resolutions at the board and shareholders meeting of the Company) and prior to the vesting of the Shares to the relevant Participant as
such term is defined in the Plan, the disposition of the Shares.
1.2 All Instructions shall be determined and decided by the
Principals on a unanimous basis.
1.3 This agreement shall be governed by and construed in accordance
with the laws of the State of New York.
IN WITNESS WHEREOF, this agreement is executed effective as of the
date first above written.
|
ESOP Platform
Golden Stream Ltd |
|
| |
|
| By: |
/s/ Yong Zhang |
|
| Name: |
Yong Zhang |
|
| Position: |
Director |
|
| Shareholder |
|
| |
|
| By: |
/s/
Yong Zhang |
|
| Name: |
Yong Zhang |
|
| |
|
| Principals |
|
| |
|
|
| By: |
/s/ Yong Zhang |
|
| Name: |
Yong Zhang |
|
| By: |
/s/ Jiaxing Chang |
|
| Name: |
Jiaxing Chang |
|
Exhibit 99.2
JOINT FILING AGREEMENT
The undersigned hereby agree that the foregoing statement on Schedule
13D is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-l(k) under the Securities Exchange Act
of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned
without the necessity of filing additional joint filing agreements.
Date: October 28, 2024
| |
Golden Stream Ltd. |
| |
|
| |
By: |
/s/ Yong Zhang |
| |
|
Name: |
Yong Zhang |
| |
|
Title: |
Director |
| |
Yong Zhang |
| |
|
|
| |
By: |
/s/ Yong Zhang |
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