XChange TEC.INC (NASDAQ:XHG) (the "Company"), today announced that on September 24, 2024, the Company entered into a Securities Purchase Agreement with VG Master Fund SPC ("VG") pursuant to which the Company may from time to time sell VG up to $25.0 million of American Depositary Shares ("ADSs") with each ADSs representing 600,000 of the Company's Class A Ordinary Shares. The timing of any such sales, are solely at the Company's option, and the Company is under no obligation to sell any securities to VG under the Purchase Agreement.

The offering and sale of the ADSs by the Company to VG pursuant to the Purchase Agreement has been registered pursuant to a prospectus supplement, which was filed by the Company with the Securities and Exchange Commission (the "SEC") on September 24, 2024, to a shelf registration statement on Form F-3 (File No. 333-258187), which was filed with the SEC on September 29, 2022 and declared effective on October 26, 2022.