QK / FLJ Group Ltd - ADR - Документы SEC, Годовой отчет, Доверенное заявление

FLJ Group Ltd - АДР
US ˙ NASDAQ
ЭТОТ СИМВОЛ БОЛЬШЕ НЕ АКТИВЕН

Основная статистика
CIK 1769256
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to FLJ Group Ltd - ADR
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
September 9, 2025 F-3

As filed with the Securities and Exchange Commission on September 9, 2025

As filed with the Securities and Exchange Commission on September 9, 2025 Registration No.

September 9, 2025 EX-4.1

This is to certify that is / are the registered shareholders of: No. of Shares Date of Record Type of Share Incorporated in the Cayman Islands XChange TEC.INC Class A Ordinary Certificate Number Par Value , USD 0.0000001 % Paid The above shares are s

Exhibit 4.1 This is to certify that is / are the registered shareholders of: No. of Shares Date of Record Type of Share Incorporated in the Cayman Islands XChange TEC.INC Class A Ordinary Certificate Number Par Value , USD 0.0000001 % Paid The above shares are subject to the Memorandum and Articles of Association of the Company and transferable in accordance therewith. Director Director / Secretar

September 9, 2025 EX-FILING FEES

CALCULATION OF FILING FEE TABLES XChange TEC.INC. Table 1: Newly Registered and Carry Forward Securities

Ex-Filing Fees CALCULATION OF FILING FEE TABLES F-3 XChange TEC.INC. Table 1: Newly Registered and Carry Forward Securities Line Item Type Security Type Security Class Title Notes Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Shares, $0.08

September 9, 2025 EX-4.4

INDENTURE Dated as of [ ] XChange TEC.INC as the Company [ ] as the Trustee DEBT SECURITIES XCHANGE TEC.INC

Exhibit 4.4 INDENTURE Dated as of [ ] Between XChange TEC.INC as the Company and [ ] as the Trustee DEBT SECURITIES XCHANGE TEC.INC Reconciliation and tie between Trust Indenture Act of 1939 and the Indenture, dated as of , 20[ ]1 Trust Indenture Act Section Indenture Section Sec. 310 (a)(1) 10.04(a) (a)(2) 10.04(a) (a)(3) TIA (a)(4) N.A. (a)(5) TIA (b) 10.04(b); 10.05 Sec. 311 (a) 10.01(f) (b) 10

September 3, 2025 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2025 Commission File Number: 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2025 Commission File Number: 001-39111 XChange TEC.INC (Registrant’s Name) Room 1610 No.801, Building 1, 1136 Xinzha Road JingAn District, Shanghai, 200041 People’s Republic of China

September 3, 2025 EX-10.1

AMENDMENTS TO SECURED PROMISSORY NOTES DATED June 30, 2025

Exhibit 10.1 AMENDMENTS TO SECURED PROMISSORY NOTES DATED June 30, 2025 Reference is made to the secured promissory notes dated February 8, 2024 and first amendment on August 7, 2024 and second amendment on December 31, 2024 (the “Notes”) entered into by XChange TEC.,NC with MMTEC, Inc. (each a “Party” and collectively the “parties”). Unless otherwise referred to herein, capitalized terms used in

June 12, 2025 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 Commission File Number: 001-39111

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2025 Commission File Number: 001-39111 XChange TEC.INC (Registrant’s Name) No.801, Building 1, 1136 Xinzha Road JingAn District, Shanghai, 200041 People’s Republic of China (Address of pri

May 16, 2025 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025 Commission File Number: 001-39111

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025 Commission File Number: 001-39111 XChange TEC.INC (Registrant’s Name) No.801, Building 1, 1136 Xinzha Road JingAn District, Shanghai, 200041 People’s Republic of China (Address of prin

May 16, 2025 EX-99.1

XCHANGE TEC.INC RECEIVES NASDAQ DELISTING DETERMINATION AND PLANS TO APPEAL

Exhibit 99.1 XCHANGE TEC.INC RECEIVES NASDAQ DELISTING DETERMINATION AND PLANS TO APPEAL SHANGHAI, China, May 15, 2025 (PR Newswire) - XChange TEC.INC (NASDAQ: XHG) (the “Company”) today announced that it received a delisting letter dated May 13, 2025 (the “Determination Letter”) from The Nasdaq Stock Market (“Nasdaq”). The Determination Letter will have no immediate impact on the trading and list

May 12, 2025 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025 Commission File Number: 001-39111

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025 Commission File Number: 001-39111 XChange TEC.INC (Registrant’s Name) No.801, Building 1, 1136 Xinzha Road JingAn District, Shanghai, 200041 People’s Republic of China (Address of prin

May 12, 2025 EX-99.3

XChange TEC.INC 2025 EQUITY INCENTIVE PLAN

Exhibit 99.3 XChange TEC.INC 2025 EQUITY INCENTIVE PLAN 1. Purpose of the Plan The purpose of this 2025 Equity Incentive Plan (the “Plan”) is to aid the Company and its Affiliates in recruiting and retaining key employees, directors or consultants of outstanding ability and to motivate such employees, directors or consultants to exert their best efforts on behalf of the Company and its Affiliates

May 12, 2025 EX-99.1

SUBSCRIPTION AGREEMENT

Exhibit 99.1 SUBSCRIPTION AGREEMENT This SUBSCRIPTION Agreement (this “Agreement”), dated as of May 9, 2025, is entered into by and between: (1) XChange TEC.INC, a company incorporated under the laws of the Cayman Islands and listed on NASDAQ under ticker symbol of XHG (the “Company”); and (2) Infinity Asset Solutions Ltd., a company with limited liability incorporated under the laws of the Britis

May 12, 2025 EX-99.2

May 9, 2025

Exhibit 99.2 May 9, 2025 XChange TEC.INC Re: Payoff Letter Dear Sirs, Reference is hereby made to the US$50,000,000 secured promissory note agreement, dated April 23, 2025 (the “Note Agreement”), between XChange TEC.INC as borrower (the “Maker”) and Infinity Asset Solutions Ltd. as the holder (the “Holder”). Capitalized terms used but not defined herein shall have the meanings given to them in the

May 6, 2025 EX-99.1

XChange TEC.INC Announces Plan to Implement ADS Ratio Change

Exhibit 99.1 XChange TEC.INC Announces Plan to Implement ADS Ratio Change SHANGHAI, China, May 6, 2025 (PR Newswire) - XChange TEC.INC (NASDAQ: XHG) (the “Company”) today announced that it plans to change the ratio of the American depositary shares (“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 repr

May 6, 2025 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025 Commission File Number: 001-39111

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2025 Commission File Number: 001-39111 XChange TEC.INC (Registrant’s Name) No.801, Building 1, 1136 Xinzha Road JingAn District, Shanghai, 200041 People’s Republic of China (Address of prin

April 23, 2025 EX-99.1

NOTE PURCHASE AGREEMENT

Exhibit 99.1 NOTE PURCHASE AGREEMENT THIS NOTE PURCHASE AGREEMENT, dated as of April 23, 2025 (this “Agreement”), is entered into by and between Infinity Asset Solutions Ltd., a a company incorporated under the laws of the British Virgin Islands (“Buyer”), MMTEC, Inc., a company incorporated under the laws of the British Virgin Islands (“Seller”), and XChange TEC.INC (formerly FLJ Group Limited),

April 23, 2025 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number: 001-3911

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2025 Commission File Number: 001-39111 XChange TEC.INC (Registrant’s Name) No. 801, Building 1, 1136 Xinzha Road JingAn District, Shanghai, 200041 People’s Republic of China (Address of p

February 5, 2025 EX-3.1

THE COMPANIES ACT (AS REVISED) EXEMPTED COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION XChange TEC.INC (Adopted by special resolution of the shareholders passed on 24 January 2025 and effective on 24 January 2025)

Exhibit 3.1 THE COMPANIES ACT (AS REVISED) EXEMPTED COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF XChange TEC.INC (Adopted by special resolution of the shareholders passed on 24 January 2025 and effective on 24 January 2025) 1. The name of the Company is XChange TEC.INC. 2. The Registered Office of the Company shall be at the offices of Conyers Trust Company (Ca

February 5, 2025 EX-3.2

THE COMPANIES ACT (AS REVISED) EXEMPTED COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION XChange TEC.INC (Adopted by special resolution of the shareholders passed on 24 January 2025 and effective on [ ])

Exhibit 3.2 THE COMPANIES ACT (AS REVISED) EXEMPTED COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF XChange TEC.INC (Adopted by special resolution of the shareholders passed on 24 January 2025 and effective on [ ]) 1. The name of the Company is XChange TEC.INC. 2. The Registered Office of the Company shall be at the offices of Conyers Trust Company (Cayman) Limit

February 5, 2025 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 Commission File Number: 001-39

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 Commission File Number: 001-39111 XChange TEC.INC (Registrant’s Name) No. 801, Building 1, 1136 Xinzha Road JingAn District, Shanghai, 200041 People’s Republic of China (Address of

January 22, 2025 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 Commission File Number: 001-39

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 Commission File Number: 001-39111 XChange TEC.INC (Registrant’s Name) No. 801, Building 1, 1136 Xinzha Road JingAn District, Shanghai, 200041 People’s Republic of China (Address of

January 22, 2025 EX-2.2

EX-2.2

Exhibit 2.2

January 22, 2025 EX-4.20

AMENDMENTS TO SECURED PROMISSORY NOTES DATED December 31, 2024

Exhibit 4.20 AMENDMENTS TO SECURED PROMISSORY NOTES DATED December 31, 2024 Reference is made to the secured promissory notes dated February 8, 2024 and amended on August 7, 2024 (the “Notes”) entered into by XChange TEC.INC with MMTEC, Inc. (each a “Party” and collectively the “Parties”). Unless otherwise referred to herein, capitalized terms used in this amendment (the “Amendment”) shall have th

January 22, 2025 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

January 22, 2025 EX-13.1

CERTIFICATION BY THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 13.1 CERTIFICATION BY THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of XChange TEC.INC (the “Company”) on Form 20-F for the fiscal year ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Zhichen Sun, Chairman of the Board of Directors and Chief E

January 22, 2025 EX-15.2

Independent Registered Public Accounting Firm’s Consent

Exhibit 15.2 Independent Registered Public Accounting Firm’s Consent We consent to the incorporation by reference in this Registration Statement of XChange TEC.INC (formerly FLJ Group Limited) on Form F-3 [File No.333-258187] of our report dated January 20, 2023, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern with respect to our audit of the cons

January 22, 2025 EX-12.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 12.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Zhichen Sun, certify that: 1. I have reviewed this annual report on Form 20-F of XChange TEC.INC; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the

January 22, 2025 EX-13.2

CERTIFICATION BY THE PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 13.2 CERTIFICATION BY THE PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of XChange TEC.INC (the “Company”) on Form 20-F for the fiscal year ended September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jiaxing Chang, Chief Financial Officer of the Company, here

January 22, 2025 EX-99.1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Exhibit 99.1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the shareholders and the board of directors of FLJ Group Limited Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of FLJ Group Limited and its subsidiaries (collectively, the “Company”) as of September 30, 2023, and the related statements of operations, changes in shareholders’ d

January 22, 2025 EX-2.4

Description of Rights of Each Class of Securities Registered under Section 12 of the Securities Exchange Act of 1934

Exhibit 2.4 Description of Rights of Each Class of Securities Registered under Section 12 of the Securities Exchange Act of 1934 American Depositary Shares (“ADSs”), each representing 12,000,000 Class A ordinary shares of XChange TEC.INC (“our company”) are listed on the NASDAQ Capital Market and the shares are registered under Section 12(b) of the Exchange Act. This exhibit contains a description

January 22, 2025 EX-4.19

XChange TEC.INC 2024 EQUITY INCENTIVE PLAN

Exhibit 4.19 XChange TEC.INC 2024 EQUITY INCENTIVE PLAN 1. Purpose of the Plan The purpose of this 2024 Equity Incentive Plan (the “Plan”) is to aid the Company and its Affiliates in recruiting and retaining key employees, directors or consultants of outstanding ability and to motivate such employees, directors or consultants to exert their best efforts on behalf of the Company and its Affiliates

January 22, 2025 EX-15.1

Consent of Independent Registered Public Accounting Firm

Exhibit 15.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the Registration Statement of XChange TEC.INC (formerly known as “FLJ Group Limited”) on Form F-3 (File No. 333-258187) of our report dated January 22, 2025, with respect to our audits of the consolidated financial statements of XChange TEC.INC, appearing in this Annual Report on F

January 22, 2025 EX-12.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 12.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Jiaxing Chang, certify that: 1. I have reviewed this annual report on Form 20-F of XChange TEC.INC; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of th

January 10, 2025 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 Commission File Number: 001-39

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2025 Commission File Number: 001-39111 XChange TEC.INC (Registrant’s Name) No.801, Building 1, 1136 Xinzha Road JingAn District, Shanghai, 200041 People’s Republic of China (Address of

December 31, 2024 EX-99.2

xchange tec.inc FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON January 24, 2025 (OR ANY ADJOURNMENTS THEREOF)

Exhibit 99.2 xchange tec.inc FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON January 24, 2025 (OR ANY ADJOURNMENTS THEREOF) Introduction This Form of Proxy is furnished in connection with the solicitation by the Board of Directors of XChange TEC.INC, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), of proxies from the holders of the issued c

December 31, 2024 EX-99.1

XChange TEC.INC NOTICE OF ANNUAL GENERAL MEETING TO BE HELD ON January 24, 2025

Exhibit 99.1 XChange TEC.INC NOTICE OF ANNUAL GENERAL MEETING TO BE HELD ON January 24, 2025 NOTICE IS HEREBY GIVEN that the annual general meeting of XChange TEC.INC (the “Company”) will be held on January 24, 2025 at 7:00 AM (Beijing time) at No.801, Building 1, 1136 Xinzha Road, JingAn District, Shanghai, China for the following purposes: A: ORDINARY RESOLUTIONS To consider and, if thought fit,

December 31, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Commission File Number: 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2024 Commission File Number: 001-39111 XChange TEC.INC (Registrant’s Name) Room 1610 No.801, Building 1, 1136 Xinzha Road JingAn District, Shanghai, 200041 People’s Republic of China (

November 29, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Commission File Number: 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Commission File Number: 001-39111 XChange TEC.INC (Registrant’s Name) Room 1610 No.801, Building 1, 1136 Xinzha Road JingAn District, Shanghai, 200041 People’s Republic of China (

November 29, 2024 EX-99.1

XChange TEC.INC RECEIVES NASDAQ NOTICE OF REGAINING COMPLIANCE

Exhibit 99.1 XChange TEC.INC RECEIVES NASDAQ NOTICE OF REGAINING COMPLIANCE SHANGHAI, China, November 29, 2024 (PRNewswire) - XChange TEC.INC (NASDAQ: XHG) (the “Company”), today announced that it has received a notice (the “Compliance Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) dated November 26, 2024 stating that the Company has regained compliance with the requirement to maintain a min

November 18, 2024 EX-99.1

XChange TEC.INC RECEIVES NASDAQ MINIMUM MARKET VALUE DEFICIENCY NOTICE

Exhibit 99.1 XChange TEC.INC RECEIVES NASDAQ MINIMUM MARKET VALUE DEFICIENCY NOTICE SHANGHAI, China, November 15, 2024 (PRNewswire) - XChange TEC.INC (NASDAQ: XHG) (the “Company”), today announced that it has received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) dated November 13, 2024 stating that the Company is not in compliance with the requirement to maintain a minimum M

November 18, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Commission File Number: 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Commission File Number: 001-39111 XChange TEC.INC (Registrant’s Name) Room 1610 No.801, Building 1, 1136 Xinzha Road JingAn District, Shanghai, 200041 People’s Republic of China (

November 13, 2024 EX-99.1

XChange TEC.INC RECEIVES NASDAQ MINIMUM BID PRICE DEFICIENCY NOTICE

Exhibit 99.1 XChange TEC.INC RECEIVES NASDAQ MINIMUM BID PRICE DEFICIENCY NOTICE SHANGHAI, China, November 12, 2024 (PRNewswire) - XChange TEC.INC (NASDAQ: XHG) (the “Company”), today announced that it has received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) dated November 8, 2024 stating that the Company is not in compliance with the requirement to maintain a minimum bid p

November 13, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Commission File Number: 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Commission File Number: 001-39111 XChange TEC.INC (Registrant’s Name) Room 1610 No.801, Building 1, 1136 Xinzha Road JingAn District, Shanghai, 200041 People’s Republic of China (

November 8, 2024 SC 13G

US74738J2015 / Q and K INTERNATIONAL GROUP LTD ADR / VG Master Fund SPC - FORM SC 13G Passive Investment

SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 XChange TEC.INC (Name of Issuer) Class A Ordinary Shares, par value $0.0000001 per share (Title of Class of Securities) 74738J409 (CUSIP Number) September 28, 2024 (Date of Event which Requires Filing of this Statement) Check the appropri

November 4, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Commission File Number: 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2024 Commission File Number: 001-39111 XChange TEC.INC (Registrant’s Name) Room 1610 No.801, Building 1, 1136 Xinzha Road JingAn District, Shanghai, 200041 People’s Republic of China (

November 4, 2024 EX-99.1

XChange TEC.INC Announces Plan to Implement ADS Ratio Change

Exhibit 99.1 XChange TEC.INC Announces Plan to Implement ADS Ratio Change SHANGHAI, China, November 4, 2024 (PR Newswire) - XChange TEC.INC (NASDAQ: XHG) (the “Company”) today announced that it plans to change 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) A

October 29, 2024 EX-99.2

JOINT FILING AGREEMENT

EX-99.2 3 ea021876201ex99-2xchan.htm JOINT FILLING AGREEMENT, DATED OCTOBER 28, 2024 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

October 29, 2024 SC 13D/A

XHG / XChange TEC.INC - Depositary Receipt (Common Stock) / Golden Stream Ltd. - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 ea0218762-13da1goldenxchan.htm AMENDMENT NO. 1 TO SCHEDULE 13D 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, Wi

October 29, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2024 Commission File Number: 001-39

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2024 Commission File Number: 001-39111 XChange TEC.INC (Registrant’s Name) Room 1610 No.801, Building 1, 1136 Xinzha Road JingAn District, Shanghai, 200041 People’s Republic of China (A

October 29, 2024 EX-99.1

Agreement in relation to the ESOP Shares

EX-99.1 2 ea021876201ex99-1xchan.htm AGREEMENT IN RELATION TO THE ESOP SHARES, DATED OCTOBER 24, 2024, AMONG GOLDEN STREAM LTD., YONG ZHANG (AS THE SOLE SHAREHOLDER OF GOLDEN STREAM LTD.), AND YONG ZHANG AND JIAXING CHANG 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 l

October 17, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2024 Commission File Number: 001-39

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2024 Commission File Number: 001-39111 XChange TEC.INC (Registrant’s Name) Room 1610 No.801, Building 1, 1136 Xinzha Road JingAn District, Shanghai, 200041 People’s Republic of China (A

September 24, 2024 424B5

XChange TEC.INC Up to 250,000,000 American Depositary Shares representing up to 150,000,000,000,000 Class A Ordinary Shares

Filed Pursuant to Rule 424(b)(5) Registration No. 333-258187 Prospectus Supplement (to Prospectus dated October 26, 2022) XChange TEC.INC Up to 250,000,000 American Depositary Shares representing up to 150,000,000,000,000 Class A Ordinary Shares This prospectus supplement relates to the offer and sale of up to 250,000,000 American Depositary Shares (the “ADSs”), each ADS representing 600,000 Class

September 24, 2024 EX-99.1

XChange TEC.INC Announces Entry into $25.0 Million Committed Equity Facility with VG Master Fund SPC

Exhibit 99.1 XChange TEC.INC Announces Entry into $25.0 Million Committed Equity Facility with VG Master Fund SPC SHANGHAI, September 24, 2024 /PRNewswire/ - 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

September 24, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2024 Commission File Number: 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2024 Commission File Number: 001-39111 XChange TEC.INC (Registrant’s Name) Room 1610 No.801, Building 1, 1136 Xinzha Road JingAn District, Shanghai, 200041 People’s Republic of China

September 24, 2024 EX-10.1

SECURITIES PURCHASE AGREEMENT

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement is entered into as of September 24, 2024 (this “Agreement”), by and between XChange TEC. INC, a Cayman Islands exempted company (the “Company”), and the investor (the “Investor” together with the Company, a “Party” and collectively the “Parties”) identified on the signature page hereto. WHEREAS, the Company has prepared

August 21, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 Commission File Number: 001-391

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 Commission File Number: 001-39111 XChange TEC.INC (Registrant’s Name) Room 1610 No.801, Building 1, 1136 Xinzha Road JingAn District, Shanghai, 200041 People’s Republic of China (Ad

August 15, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 Commission File Number: 001-391

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2024 Commission File Number: 001-39111 XChange TEC.INC (Registrant’s Name) Room 1610 No.801, Building 1, 1136 Xinzha Road JingAn District, Shanghai, 200041 People’s Republic of China (Ad

August 15, 2024 EX-99.1

XChange TEC.INC Announces Receipt of Nasdaq Notification of Regaining Listing Compliance

Exhibit 99.1 XChange TEC.INC Announces Receipt of Nasdaq Notification of Regaining Listing Compliance SHANGHAI, Aug. 15, 2024 /PRNewswire/ - XChange TEC.INC (NASDAQ: XHG) (the “Company”), today announced that it received two letters, dated August 12 and 14, 2024, respectively, from The Nasdaq Stock Market (“Nasdaq”) notifying the Company that it had regained compliance with the requirement to main

July 11, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2024 Commission File Number: 001-39111

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2024 Commission File Number: 001-39111 XChange TEC.INC (Registrant’s Name) Room 1610 No.801, Building 1, 1136 Xinzha Road JingAn District, Shanghai, 200041 People’s Republic of China (Addr

July 11, 2024 EX-99.1

XChange TEC.INC Announces Receipt of Positive Decision by Nasdaq Hearings Panel and Approval of Transfer of Listing to The Nasdaq Capital Market

Exhibit 99.1 XChange TEC.INC Announces Receipt of Positive Decision by Nasdaq Hearings Panel and Approval of Transfer of Listing to The Nasdaq Capital Market SHANGHAI, China, July 11, 2024 (GLOBE NEWSWIRE) - 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”) inf

June 6, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2024 Commission File Number: 001-39111

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2024 Commission File Number: 001-39111 XChange TEC.INC (Registrant’s Name) Room 1610 No.801, Building 1, 1136 Xinzha Road JingAn District, Shanghai, 200041 People’s Republic of China (Addr

May 24, 2024 EX-3.1

THE COMPANIES ACT EXEMPTED COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION XChange TEC.INC (Adopted by special resolution of the shareholders passed on 20 May 2024 and effective on 21 May 2024)

Exhibit 3.1 THE COMPANIES ACT EXEMPTED COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF XChange TEC.INC (Adopted by special resolution of the shareholders passed on 20 May 2024 and effective on 21 May 2024) 1. The name of the Company is XChange TEC.INC. 2. The Registered Office of the Company shall be at the offices of Conyers Trust Company (Cayman) Limited, Crick

May 24, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission File Number: 001-39111

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission File Number: 001-39111 FLJ Group Limited (Registrant’s Name) Room 1610 No.917, East Longhua Road Huangpu District, Shanghai, 200023 People’s Republic of China (Address of pr

May 14, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission File Number: 001-39111

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission File Number: 001-39111 FLJ Group Limited (Registrant’s Name) Room 1610 No.917, East Longhua Road Huangpu District, Shanghai, 200023 People’s Republic of China (Address of pr

May 2, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission File Number: 001-39111

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2024 Commission File Number: 001-39111 FLJ Group Limited (Registrant’s Name) Room 1610 No.917, East Longhua Road Huangpu District, Shanghai, 200023 People’s Republic of China (Address of pr

May 2, 2024 EX-99.1

FLJ GROUP LIMITED RECEIVES NASDAQ DETERMINATION LETTER ON COMPLIANCE PLAN

Exhibit 99.1 FLJ GROUP LIMITED RECEIVES NASDAQ DETERMINATION LETTER ON COMPLIANCE PLAN SHANGHAI, May 1, 2024 /PRNewswire/ - FLJ Group Limited (NASDAQ:FLJ) (the “Company”), today announced that it has received a letter dated April 25, 2024 (the “Determination Letter”) from the listing qualifications department staff (the “Staff”) of The Nasdaq Stock Market (“Nasdaq”), notifying that Nasdaq determin

April 12, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2024 Commission File Number: 001-3911

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2024 Commission File Number: 001-39111 FLJ Group Limited (Registrant’s Name) Room 1610 No.917, East Longhua Road Huangpu District, Shanghai, 200023 People’s Republic of China (Address of

April 12, 2024 EX-99.1

FLJ Group Limited NOTICE OF ANNUAL GENERAL MEETING TO BE HELD ON May 20, 2024

EXHIBIT 99.1 FLJ Group Limited NOTICE OF ANNUAL GENERAL MEETING TO BE HELD ON May 20, 2024 NOTICE IS HEREBY GIVEN that the annual general meeting of FLJ Group Limited (the “Company”) will be held on May 20, 2024 at 8:00AM (Beijing time) at Honor Guest Meeting Room of Hampton by Hilton Taizhou Taixing (1 Wenchang Middle Rd, Taixing, Taizhou, China) for the following purposes: A: ORDINARY RESOLUTION

April 12, 2024 EX-99.2

FLJ GROUP LIMITED FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON MAY 20, 2024 (OR ANY ADJOURNMENTS THEREOF)

Exhibit 99.2 FLJ GROUP LIMITED FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON MAY 20, 2024 (OR ANY ADJOURNMENTS THEREOF) Introduction This Form of Proxy is furnished in connection with the solicitation by the Board of Directors of FLJ Group Limited, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), of proxies from the holders of the issued c

February 9, 2024 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2024 Commission File Number: 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2024 Commission File Number: 001-39111 FLJ Group Limited (Registrant’s Name) Room 1610 No.917, East Longhua Road Huangpu District, Shanghai, 200023 People’s Republic of China (Address

February 9, 2024 EX-2.4

Description of Rights of Each Class of Securities Registered under Section 12 of the Securities Exchange Act of 1934

Exhibit 2.4 Description of Rights of Each Class of Securities Registered under Section 12 of the Securities Exchange Act of 1934 American Depositary Shares (“ADSs”), each representing 600,000 Class A ordinary shares of FLJ Group Limited (“our company”) are listed on the NASDAQ Global Market and the shares are registered under Section 12(b) of the Exchange Act. This exhibit contains a description o

February 9, 2024 EX-12.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 12.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Zhichen (Frank) Sun, certify that: 1. I have reviewed this annual report on Form 20-F of FLJ Group Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in lig

February 9, 2024 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

February 9, 2024 EX-2.2

EX-2.2

Exhibit 2.2

February 9, 2024 EX-12.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 12.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Chengcai Qu, certify that: 1. I have reviewed this annual report on Form 20-F of FLJ Group Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of th

February 9, 2024 EX-13.1

CERTIFICATION BY THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 13.1 CERTIFICATION BY THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of FLJ Group Limited (the “Company”) on Form 20-F for the fiscal year ended September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Chengcai Qu, Chairman of the Board of Directors, Chief Ex

February 9, 2024 EX-15.3

Independent Registered Public Accounting Firm’s Consent

Exhibit 15.3 Independent Registered Public Accounting Firm’s Consent We consent to the incorporation by reference in this Registration Statement of FLJ Group Limited on Form F-3 (File No. 333-258187) of our report dated January 20, 2023,which includes an explanatory paragraph as to the Company’s ability to continue as a going concern with respect to our audits of the consolidated financial stateme

February 9, 2024 EX-97.1

FLJ GROUP LIMITED POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION

Exhibit 97.1 FLJ GROUP LIMITED POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION 1. Purpose. The purpose of this Policy is to describe the circumstances in which Executive Officers will be required to repay or return Erroneously Awarded Compensation to the Company in accordance with the Clawback Rules. Each Executive Officer shall be required to sign and return to the Company the Acknowl

February 9, 2024 EX-99.1

FLJ Group Limited Amends the Maturity Date of the Promissory Notes

Exhibit 99.1 FLJ Group Limited Amends the Maturity Date of the Promissory Notes SHANGHAI, China, February 9, 2024 - FLJ Group Limited (NASDAQ: FLJ) (“FLJ” or the “Company”), today has agreed with the Alpha Mind Promissory Noteholders (defined below) to extend the maturity date of the Alpha Mind Promissory Note (defined below) from March 25, 2024 to June 30, 2024 (or such other date as the parties

February 9, 2024 EX-15.1

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

Exhibit 15.1 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT We consent to the incorporation by reference in the Registration Statement of FLJ Group Limited on Form F-3 (File No. 333-258187) of our report dated February 9, 2024, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern with respect to our audits of the consolidated financial stateme

February 9, 2024 EX-4.17

Amendments to Equity Acquisition Agreement and Promissory Notes DATED FEBRUARY 9, 2024

Exhibit 4.17 Amendments to Equity Acquisition Agreement and Promissory Notes DATED FEBRUARY 9, 2024 Reference is made to the equity acquisition agreement dated November 22, 2023 entered into by and among FLJ Group Limited, MMTEC, Inc. and Burgeon Capital Inc. (each a “party” and collectively the “parties”) (the “Equity Acquisition Agreement”). Unless otherwise referred to herein, capitalized terms

February 9, 2024 EX-11.2

FLJ GROUP LIMITED AMENDED AND RESTATED STATEMENT OF POLICIES GOVERNING MATERIAL NON-PUBLIC INFORMATION AND THE PREVENTION OF INSIDER TRADING

Exhibit 11.2 FLJ GROUP LIMITED AMENDED AND RESTATED STATEMENT OF POLICIES GOVERNING MATERIAL NON-PUBLIC INFORMATION AND THE PREVENTION OF INSIDER TRADING (Adopted by the Board of Directors of FLJ Group Limited on November 17, 2023, effective immediately) This Amended and Restated Statement of Policies Governing Material Non-Public Information and the Prevention of Insider Trading (this “Statement”

February 9, 2024 EX-15.2

February 9, 2024

Exhibit 15.2 February 9, 2024 FLJ Group Limited Room 1610 No.917, East Longhua Road Huangpu District, Shanghai, 200023 People’s Republic of China Dear Sir/Madam: We hereby consent to the references to our firm’s name under the headings “Part I—Risks Associated with Being Based in or Having the Majority of the Operations in China” and “Item 3. Key Information” in FLJ Group Limited’s annual report o

February 9, 2024 EX-13.2

CERTIFICATION BY THE PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Exhibit 13.2 CERTIFICATION BY THE PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of FLJ Group Limited (the “Company”) on Form 20-F for the fiscal year ended September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Zhichen (Frank) Sun, Chief Financial Officer of the Compa

January 30, 2024 NT 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

SEC FILE NUMBER: 001-39111 CUSIP NUMBER: 74738J 300 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

December 29, 2023 EX-15.2

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

Exhibit 15.2 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT We consent to: a) the use in this Shell Company Report on Form 20-F of FLJ Group Limited of our report dated August 29, 2023, with respect to the combined financial statements and schedules of Alpha Mind Technology Limited as of December 31, 2022 and 2021, and for the years ended December 31, 2022 and 2021, which are included in

December 29, 2023 EX-4.17

Equity Acquisition Agreement FLJ Group Limited Lianlian Holdings Inc., Steward LianLian Investment Limited, Lesta LianLian Investment Limited, Xenia LianLian Investment Limited, Zabulon LianLian Investment Limited, Regina LianLian Investment Limited,

Exhibit 4.17 Equity Acquisition Agreement FLJ Group Limited with Lianlian Holdings Inc., and Steward LianLian Investment Limited, Lesta LianLian Investment Limited, Xenia LianLian Investment Limited, Zabulon LianLian Investment Limited, Regina LianLian Investment Limited, LLZ Investment Holdings Limited Betop Capital Inc. Wealth Booster Investments Limited Bambooming Ltd and Lianlian Yongchuang Co

December 29, 2023 EX-16.1

NEW YORK OFFICE ● 7 Penn Plaza ● Suite 830 ● New York, New York ● 10001 Phone 646.442.4845 ● Fax 646.349.5200 ● www.marcumasia.com

Exhibit 16.1 December 28, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by FLJ Group Limited under Item 16F of the Shell Company Report on Form 20-F dated December 28, 2023. We agree with the statements concerning our Firm in such Shell Company Report on Form 20-F; we are not in a position to agree or disagree with o

December 29, 2023 EX-2.2

EX-2.2

EX-4.2 Exhibit 2.2

December 29, 2023 EX-4.15

SECURED PROMISSORY NOTE

Exhibit 4.15 SECURED PROMISSORY NOTE $153,000,000 December 28, 2023 For value received, FLJ Group Limited, a company incorporated under the laws of the Cayman Islands (“Maker”), promises to pay to MMTEC, Inc., a company incorporated under the laws of the British Virgin Islands (“Holder”), the principal sum of US$153,000,000, together with interest on the unpaid principal balance of this Secured Pr

December 29, 2023 EX-15.1

Independent Registered Public Accounting Firm’s Consent

Exhibit 15.1 Independent Registered Public Accounting Firm’s Consent We consent to the incorporation by reference in the Registration Statement of FLJ Group Limited on Form F-3 (File No. 333-258187) of our report dated January 20, 2023, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern and emphasis of matter related to events (unaudited) occurred af

December 29, 2023 EX-4.7

Exclusive Business Cooperation Agreement

Exhibit 4.7 Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this Agreement) is made and entered into by and between the following parties on January 1st, 2022 in [Beijing], the Peoples Republic of China (China or the PRC). Party A: Jia Chuang Ying An(Beijing) Information & Technology Co.,Ltd. Address: Room81306, 4th Floor, Building 3, No.116 Xin Hua East Str

December 29, 2023 EX-15.3

December 28, 2023

Exhibit 15.3 December 28, 2023 FLJ Group Limited Room 1610 No.917, East Longhua Road Huangpu District, Shanghai, 200023 People’s Republic of China Dear Sir/Madam: We hereby consent to the references to our firm’s name under the headings “Item 3. Key Information—D. Risk Factors” in FLJ Group Limited’s shell company report on Form 20-F (the “Shell Company Report”), which will be filed with the Secur

December 29, 2023 EX-4.5

Power of Attorney

Exhibit 4.5 Power of Attorney Jia Chuang Ying An(Beijing) Information & Technology Co.,Ltd., a wholly foreign owned enterprise, organized and existing under the laws of the PRC, with its address at Room 81306, 4th Floor, Building 3, No.116 Xin Hua East Street, Tongzhou District, Beijing, China. Xu Jinhua, a natural person of Chinese nationality, ID Card No.: *** Feng Suwen, a natural person of Chi

December 29, 2023 EX-4.11

Spousal Consent

Exhibit 4.11 Spousal Consent Date: January 1st, 2022 To: [Parties of Transaction Documents] The undersigned, [Name of Spouse] (ID card No. *** ), is the lawful spouse of [Name of Shareholder] (ID card No. ***). I hereby unconditionally and irrevocably agree to the execution of the following documents (hereinafter referred to as the Transaction Documents) by [Name of Shareholder] on January 1st, 20

December 29, 2023 EX-4.14

FLJ GROUP LIMITED 2022 EQUITY INCENTIVE PLAN

Exhibit 4.14 FLJ GROUP LIMITED 2022 EQUITY INCENTIVE PLAN 1. Purpose of the Plan The purpose of this 2022 Equity Incentive Plan (the “Plan”) is to aid the Company and its Affiliates in recruiting and retaining key employees, directors or consultants of outstanding ability and to motivate such employees, directors or consultants to exert their best efforts on behalf of the Company and its Affiliate

December 29, 2023 EX-4.1

Equity Acquisition Agreement FLJ Group Limited Alpha Mind Technology Limited, MMTEC, INC, Burgeon Capital Inc November 22, 2023

Exhibit 4.1 Equity Acquisition Agreement FLJ Group Limited with Alpha Mind Technology Limited, and MMTEC, INC, Burgeon Capital Inc November 22, 2023 1 Equity Acquisition Agreement This equity acquisition agreement (this “Agreement”) is made and entered into by and between the following parties on November 22, 2023: Transferee (hereinafter referred to as Party A): FLJ Group Limited, a company incor

December 29, 2023 20FR12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ SHELL

December 29, 2023 EX-2.1

THE BANK OF NEW YORK MELLON AMERICAN DEPOSITARY RECEIPT FOR CLASS A ORDINARY SHARES OF FLJ GROUP LIMITED (INCORPORATED UNDER THE LAWS OF THE CAYMAN ISLANDS)

Exhibit 2.1 File No. 333-234252 Note: This revised form of American Depositary Receipt is being filed to reflect that the ratio of Shares per American Depositary Share has changed from 15,000 shares to 600,000 shares, effective December 7, 2023. AMERICAN DEPOSITARY SHARES (Each American Depositary Share represents 600,000 deposited Shares) THE BANK OF NEW YORK MELLON AMERICAN DEPOSITARY RECEIPT FO

December 29, 2023 EX-4.12

Equity Transfer Agreement of Haoju (Shanghai) Artificial Intelligence Technology Co., Ltd.

Exhibit 4.12 Equity Transfer Agreement of Haoju (Shanghai) Artificial Intelligence Technology Co., Ltd. This Agreement is made and entered into on this 31st day of October, 2023 in Shanghai by and between: Transferor: Qingke (China) Limited (hereinafter referred to as “Party A”), Company Registration No.: 2116935, Address: Room D, 10/F, Tower A, Billion Centre, 1 Wang Kwong Road, Kowloon Bay, Kowl

December 29, 2023 EX-4.9

Equity Interest Pledge Agreement

Exhibit 4.9 Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this Agreement) has been executed by and among the following parties on January 1st , 2022 in [Beijing], the Peoples Republic of China (China or the PRC): Party A: Jia Chuang Ying An(Beijing) Information & Technology Co.,Ltd. (hereinafter Pledgee), a wholly foreign owned enterprise, organized and existing under the

December 29, 2023 EX-99.1

FLJ Group Limited Announces Completion of Acquisition of Alpha Mind Technology Limited and Termination of the Lianlian Acquisition

Exhibit 99.1 FLJ Group Limited Announces Completion of Acquisition of Alpha Mind Technology Limited and Termination of the Lianlian Acquisition SHANGHAI, China, December 28, 2023 (GLOBE NEWSWIRE) - FLJ Group Limited (NASDAQ: FLJ) (the “Company”), today announced the completion of the transaction previously announced on November 22, 2023 between Alpha Mind Technology Limited (the “Target Company” o

December 29, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number: 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number: 001-39111 FLJ Group Limited (Registrant’s Name) Room 1610 No.917, East Longhua Road Huangpu District, Shanghai, 200023 People’s Republic of China (Address

December 29, 2023 EX-4.16

SECURED PROMISSORY NOTE

Exhibit 4.16 SECURED PROMISSORY NOTE $27,000,000 December 28, 2023 For value received, FLJ Group Limited, a company incorporated under the laws of the Cayman Islands (“Maker”), promises to pay to Burgeon Capital Inc, a company incorporated under the laws of the British Virgin Islands (“Holder”), the principal sum of US$27,000,000, together with interest on the unpaid principal balance of this Secu

December 29, 2023 EX-4.3

Exclusive Option Agreement

Exhibit 4.3 Exclusive Option Agreement This Exclusive Option Agreement (this Agreement) is executed by and among the following Parties on January 1st, 2022 in [Beijing], the Peoples Republic of China (China or PRC): Party A: Jia Chuang Ying An(Beijing) Information & Technology Co.,Ltd., a wholly foreign owned enterprise, organized and existing under the laws of the PRC, with its address at Room813

December 29, 2023 EX-1.1

THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION Q&K International Group Limited Adopted by special resolution of the shareholders passed on [ ] 2019 and effective immediately prior to the closing of

Exhibit 1.1 SECRETARY’S CERTIFICATE OF Q&K INTERNATIONAL GROUP LIMITED Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman KY1- 1111 Cayman Islands We, Conyers Trust Company (Cayman) Limited, Secretary of Q&K INTERNATIONAL GROUP LIMITED (the “Company”) DO HEREBY CERTIFY that the following is an extract of a Special Resolution passed by the Members of the Company at the Annual General Meeting

December 29, 2023 EX-4.4

Equity Interest Pledge Agreement

Exhibit 4.4 Equity Interest Pledge Agreement This Equity Interest Pledge Agreement (this Agreement) has been executed by and among the following parties on January 1st, 2022 in [Beijing], the Peoples Republic of China (China or PRC): Party A: Jia Chuang Ying An(Beijing) Information & Technology Co.,Ltd. (hereinafter Pledgee), a wholly foreign owned enterprise, organized and existing under the laws

December 29, 2023 EX-4.10

Power of Attorney

Exhibit 4.10 Power of Attorney Jia Chuang Ying An(Beijing) Information & Technology Co.,Ltd., a wholly foreign owned enterprise, organized and existing under the laws of the PRC, with its address at Room81306, 4th Floor, Building 3, No.116 Xin Hua East Street, Tongzhou District, Beijing, China. Tian Jin Run Rui Logistics Co.,Ltd. (hereinafter Client A), a limited liability company organized and ex

December 29, 2023 EX-4.2

Exclusive Business Cooperation Agreement

Exhibit 4.2 Exclusive Business Cooperation Agreement This Exclusive Business Cooperation Agreement (this Agreement) is made and entered into by and between the following parties on January 1st, 2022 in [Beijing], the Peoples Republic of China (China or the PRC). Party A: Jia Chuang Ying An(Beijing) Information & Technology Co.,Ltd. Address: Room81306, 4th Floor, Building 3, No.116 Xin Hua East Str

December 29, 2023 EX-4.6

Spousal Consent

Exhibit 4.6 Spousal Consent Date: January 1st, 2022 To: [Parties of Transaction Documents] The undersigned, [Name of Spouse] (ID card No. ***), is the lawful spouse of [Name of Shareholder] (ID card No. ***). I hereby unconditionally and irrevocably agree to the execution of the following documents (hereinafter referred to as the Transaction Documents) by [Name of Shareholder] on January 1st, 2022

December 29, 2023 EX-4.8

Exclusive Option Agreement

Exhibit 4.8 Exclusive Option Agreement This Exclusive Option Agreement (this Agreement) is executed by and among the following Parties on January 1st, 2022 in [Beijing], the Peoples Republic of China (China or the PRC): Party A: Jia Chuang Ying An(Beijing) Information & Technology Co.,Ltd., a wholly foreign owned enterprise, organized and existing under the laws of the PRC, with its address at Roo

December 22, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number: 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023 Commission File Number: 001-39111 FLJ Group Limited (Registrant’s Name) Room 1610 No.917, East Longhua Road Huangpu District, Shanghai, 200023 People’s Republic of China (Address

December 22, 2023 EX-99.1

FLJ Group Limited Announces Appointment of Directors

Exhibit 99.1 FLJ Group Limited Announces Appointment of Directors SHANGHAI, China, December 22, 2023 (GLOBE NEWSWIRE) - FLJ Group Limited (NASDAQ: FLJ) (the “Company”), today announced that (i) Ms. Yanan Zhou has been appointed as a director of the Company, effective December 22, 2023; and (ii) Ms. Yue Hu has been appointed as a director of the Company, effective December 22, 2023. Ms. Zhou has se

December 1, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December, 2023 Commission File Number: 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December, 2023 Commission File Number: 001-39111 FLJ Group Limited (Registrant’s Name) Room 1610 No.917, East Longhua Road Huangpu District, Shanghai, 200023 People’s Republic of China (Address

December 1, 2023 EX-99.1

FLJ Group Limited Announces Plan to Implement ADS Ratio Change

Exhibit 99.1 FLJ Group Limited Announces Plan to Implement ADS Ratio Change SHANGHAI, China, December 1, 2023 (GLOBE NEWSWIRE) - FLJ Group Limited (NASDAQ: FLJ) (the “Company”) today announced that it plans to change the ratio of the American depositary shares (“ADSs”) representing its Class A ordinary shares from one (1) ADS representing fifteen thousand (15,000) Class A ordinary share to one (1)

November 22, 2023 EX-99.1

FLJ Group Limited Entered into a Definitive Agreement to Acquire Alpha Mind Technology Limited

Exhibit 99.1 FLJ Group Limited Entered into a Definitive Agreement to Acquire Alpha Mind Technology Limited SHANGHAI, China, November 22, 2023 - FLJ Group Limited (NASDAQ: FLJ) (“FLJ” or the “Company”), today entered into an equity acquisition agreement (the “Equity Acquisition Agreement”) with Alpha Mind Technology Limited (the “Target Company” or “Alpha Mind”) and the Target Company’s shareholde

November 22, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November, 2023 Commission File Number: 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November, 2023 Commission File Number: 001-39111 FLJ Group Limited (Registrant’s Name) Room 1610 No.917, East Longhua Road Huangpu District, Shanghai, 200023 People’s Republic of China (Address

November 1, 2023 EX-99.1

FLJ Group Limited Announces Disposal of Long-term Apartment Rental Business

Exhibit 99.1 FLJ Group Limited Announces Disposal of Long-term Apartment Rental Business SHANGHAI, China, October 31, 2023 - FLJ Group Limited (NASDAQ: FLJ) (“FLJ” or the “Company”), announced that it entered into an equity transfer agreement on October 31, 2023 to sell all of its equity interest in its indirectly wholly-owned subsidiary Haoju (Shanghai) Artificial Intelligence Technology Co., Ltd

November 1, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October, 2023 Commission File Number: 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October, 2023 Commission File Number: 001-39111 FLJ Group Limited (Registrant’s Name) Room 1610 No.917, East Longhua Road Huangpu District, Shanghai, 200023 People’s Republic of China (Address

October 27, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October, 2023 Commission File Number: 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October, 2023 Commission File Number: 001-39111 FLJ Group Limited (Registrant’s Name) Room 1610 No.917, East Longhua Road Huangpu District, Shanghai, 200023 People’s Republic of China (Address

October 27, 2023 EX-99.1

FLJ Group Limited Announces ADS Ratio Change

Exhibit 99.1 FLJ Group Limited Announces ADS Ratio Change SHANGHAI, China, October 27, 2023 (GLOBE NEWSWIRE) - FLJ Group Limited (NASDAQ: FLJ) (the “Company”), a leading technology-driven long-term apartment rental platform in China, today announced that the ratio of the American depositary shares (“ADSs”) representing its Class A ordinary shares has been adjusted from one (1) ADS representing one

October 2, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September, 2023 Commission File Number: 001

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September, 2023 Commission File Number: 001-39111 FLJ Group Limited (Registrant’s Name) Room 1610 No.917, East Longhua Road Huangpu District, Shanghai, 200023 People’s Republic of China (Addres

October 2, 2023 EX-99.1

FLJ Group Limited Entered into a Definitive Agreement to Acquire Lianlian Holdings Inc.

Exhibit 99.1 FLJ Group Limited Entered into a Definitive Agreement to Acquire Lianlian Holdings Inc. SHANGHAI, China, September 29, 2023 - FLJ Group Limited (NASDAQ: FLJ) (“FLJ” or the “Company”), a leading technology-driven long-term apartment rental platform in China, today entered into an equity acquisition agreement with Lianlian Holdings Inc. (the “Target Company” or “Lianlian”) and certain o

September 18, 2023 EX-99.1

FLJ Group Limited Announces Results of 2023 Annual General Meeting

Exhibit 99.1 FLJ Group Limited Announces Results of 2023 Annual General Meeting SHANGHAI, China, September 18, 2023 - FLJ Group Limited (NASDAQ: FLJ) (“FLJ” or the “Company”), a leading technology-driven long-term apartment rental platform in China, today announced the results of its 2023 annual general meeting held on September 18, 2023. Specifically, the shareholders have approved certain change

September 18, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September, 2023 Commission File Number: 001

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September, 2023 Commission File Number: 001-39111 FLJ Group Limited (Registrant’s Name) Room 1610 No.917, East Longhua Road Huangpu District, Shanghai, 200023 People’s Republic of China (Addres

August 10, 2023 EX-99.1

FLJ Group Limited to Hold Annual General Meeting on September 18, 2023

Exhibit 99.1 FLJ Group Limited to Hold Annual General Meeting on September 18, 2023 SHANGHAI, China, August 10, 2023 - FLJ Group Limited (NASDAQ: FLJ) (“FLJ” or the “Company”), a leading technology-driven long-term apartment rental platform in China, today announced that it will hold its 2023 annual general meeting on September 18, 2023 at 9:30 a.m. (Beijing time) at 4th Meeting Room, Marriott Nan

August 10, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August, 2023 Commission File Number: 001-39

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August, 2023 Commission File Number: 001-39111 FLJ Group Limited (Registrant’s Name) 2F, Building 5 No.18, Gongping Road Hongkou District, Shanghai, 200082 People’s Republic of China (Address o

August 10, 2023 EX-99.3

FLJ Group Limited FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON September 18, 2023 (OR ANY ADJOURNMENTS THEREOF)

Exhibit 99.3 FLJ Group Limited FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON September 18, 2023 (OR ANY ADJOURNMENTS THEREOF) Introduction This Form of Proxy is furnished in connection with the solicitation by the Board of Directors of FLJ Group Limited, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), of proxies from the holders of the is

August 10, 2023 EX-99.2

FLJ Group Limited NOTICE OF ANNUAL GENERAL MEETING TO BE HELD ON SEPTEMBER 18, 2023

Exhibit 99.2 FLJ Group Limited NOTICE OF ANNUAL GENERAL MEETING TO BE HELD ON SEPTEMBER 18, 2023 NOTICE IS HEREBY GIVEN that the annual general meeting of FLJ Group Limited (NASDAQ: FLJ ) (“FLJ” or the “Company”) will be held on September 18, 2023 at 9:30 a.m. (Beijing time) at 4th Meeting Room, Marriott Nantong (69 Chongzhou Road, Nantong, China) for the following purposes: A. To receive and cons

August 2, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June, 2023 Commission File Number: 001-3911

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June, 2023 Commission File Number: 001-39111 FLJ Group Limited (Registrant’s Name) 2F, Building 5 No.18, Gongping Road Hongkou District, Shanghai, 200082 People’s Republic of China (Address of

August 2, 2023 EX-1.1

Cricket Square, Hutchins Drive

Exhibit 1.1 SECRETARY’S CERTIFICATE OF Q&K INTERNATIONAL GROUP LIMITED Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman KY1- 1111 Cayman Islands We, Conyers Trust Company (Cayman) Limited, Secretary of Q&K INTERNATIONAL GROUP LIMITED (the “Company”) DO HEREBY CERTIFY that the following is an extract of a Special Resolution passed by the Members of the Company at the Annual General Meeting

June 30, 2023 EX-99.1

FLJ Group Limited Announces Changes regarding Director and Independent Registered Public Accounting Firm

Exhibit 99.1 FLJ Group Limited Announces Changes regarding Director and Independent Registered Public Accounting Firm SHANGHAI, China, June 30, 2023 (GLOBE NEWSWIRE) - FLJ Group Limited (NASDAQ: FLJ) (the “Company”), a leading technology-driven long-term apartment rental platform in China, today announced changes regarding director and independent registered public accounting firm. Changes regardi

June 30, 2023 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June, 2023 Commission File Number: 001-3911

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June, 2023 Commission File Number: 001-39111 FLJ Group Limited (Registrant’s Name) 2F, Building 5 No.18, Gongping Road Hongkou District, Shanghai, 200082 People’s Republic of China (Address of

January 23, 2023 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

January 23, 2023 EX-15.1

Consent of Marcum Asia CPAs LLP, independent registered public accounting firm

Exhibit 15.1 Independent Registered Public Accounting Firm’s Consent We consent to the incorporation by reference in this Registration Statement of FLJ Group Limited on Form F-3 (FILE NO. 333-258187) of our report dated January 20, 2023, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern with respect to our audits of the consolidated financial statem

January 23, 2023 EX-13.1

Certification by Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.1 CERTIFICATION BY THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of FLJ Group Limited (the “Company”) on Form 20-F for the fiscal year ended September 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Chengcai Qu, Chairman of the Board of Directors, Chief Ex

January 23, 2023 EX-15.2

Consent of JunHe LLP

26/F, HKRI Centre One, HKRI Taikoo Hui 288 Shimen Road (No.1) Shanghai 200041, P. R. China T: (86-21) 5298-5488 F: (86-21) 5298-5492 Exhibit 15.2 January 20, 2023 FLJ Group Limited 2F, Building 5 No.18, Gongping Road Hongkou District, Shanghai, 200082 People’s Republic of China Dear Sir/Madam: We hereby consent to the references to our firm’s name under the headings “Part I”, “Item 3. Key Informat

January 23, 2023 EX-12.1

Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Chengcai Qu, certify that: 1. I have reviewed this annual report on Form 20-F of FLJ Group Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of th

January 23, 2023 EX-13.2

Certification by Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.2 CERTIFICATION BY THE PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of FLJ Group Limited (the “Company”) on Form 20-F for the fiscal year ended September 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Zhichen (Frank) Sun, Chief Financial Officer of the Compa

January 23, 2023 EX-12.2

Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Zhichen (Frank) Sun, certify that: 1. I have reviewed this annual report on Form 20-F of FLJ Group Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in lig

December 12, 2022 SC 13G/A

US74738J2015 / Q and K INTERNATIONAL GROUP LTD ADR / MORGAN STANLEY - MS AMENDMENT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.3)* FLJ Group Ltd - (Name of Issuer) Class A Ordinary Shares / American Depositary Shares - (Title of Class of Securities) 74738J201 - (CUSIP Number) November 30, 2022 - (Date Of Event which Requires Filing of this Statement) Check the appropriate box to desi

November 25, 2022 EX-99.1

Agreement in relation to the ESOP Shares

Exhibit 99.1 Agreement in relation to the ESOP Shares This agreement is entered into by and among the following parties as of November 18, 2022: (i) Golden Stream Ltd, a company limited by shares incorporated in the British Virgin Islands (the ?ESOP Platform?); (ii) Chengcai Qu, as the sole director and sole shareholder of the ESOP Platform (the ?Shareholder?), and (iii) Chengcai Qu, Zhichen (Fran

November 25, 2022 SC 13D

US74738J2015 / Q and K INTERNATIONAL GROUP LTD ADR / Golden Stream Ltd. - SC 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* FLJ Group Limited (Name of Issuer) Class A ordinary shares, par value $0.00001 per share (Title of Class of Securities) G7308L100** (CUSIP Number) Chengcai Qu c/o Start Chambers, Wickham?s Cay II, P. O. Box 2221 Road Town, Tortola British Virgin Islands T

November 18, 2022 EX-99.1

FLJ Group Limited Announces new Share Incentive Plan

Ex-99.1 FLJ Group Limited Announces new Share Incentive Plan SHANGHAI, China, November 18, 2022 - FLJ Group Limited (NASDAQ: FLJ) (the ?Company?), a leading technology-driven long-term apartment rental platform in China, today announced that its board of directors has approved and adopted a new share incentive plan (the ?2022 Plan?). The maximum number of shares available for issuance under the 20

November 18, 2022 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November, 2022 Commission File Number: 001-

6-K 1 2022esopplan.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November, 2022 Commission File Number: 001-39111 FLJ Group Limited (Registrant’s Name) Suite 1607, Building A ☒No.596 Middle Longhua Road Xuhui District, Shanghai, 20

October 24, 2022 CORRESP

VIA EDGAR

FLJ Group Limited October 24, 2022 VIA EDGAR Stacie Gorman Maryse Mills-Apenteng Office of Real Estate & Construction Division of Corporation Finance U.

September 29, 2022 F-3/A

As filed with the Securities and Exchange Commission on September 29, 2022

Table of Contents As filed with the Securities and Exchange Commission on September 29, 2022 Registration No.

September 29, 2022 CORRESP

September 29, 2022

D: +852 2532 3783 [email protected] September 29, 2022 VIA EDGAR Stacie Gorman Maryse Mills-Apenteng Division of Corporation Finance Office of Real Estate & Construction U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: FLJ GROUP Ltd (formerly known as Q&K International Group Limited) Amendment No.1 to Registration Statement on Form F-3 Filed August 26, 2022 File N

September 14, 2022 EX-99.1

Q&K International Group Limited Announces Results of 2022 Annual General Meeting

Exhibit 99.1 Q&K International Group Limited Announces Results of 2022 Annual General Meeting SHANGHAI, China, September 14, 2022 - Q&K International Group Limited (NASDAQ: QK) (the ?Company?), a leading technology-driven long-term apartment rental platform in China, today announced the results of its 2022 annual general meeting held in Nantong on September 13, 2022. Specifically, the shareholders

September 14, 2022 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September, 2022 Commission File Number: 001

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September, 2022 Commission File Number: 001-39111 FLJ Group Limited (Registrant?s Name) Suite 1607, Building A No.596 Middle Longhua Road Xuhui District, Shanghai, 200032 People?s Republic of C

August 26, 2022 EX-4.4

Form of Indenture

Exhibit 4.4 INDENTURE Dated as of [ ] Between Q&K International Group Limited as the Company and [ ] as the Trustee DEBT SECURITIES Q&K INTERNATIONAL GROUP LIMITED Reconciliation and tie between Trust Indenture Act of 1939 and the Indenture, dated as of , 20[ ]1 Trust Indenture Act Section Indenture Section Sec. 310 (a)(1) 10.04(a) (a)(2) 10.04(a) (a)(3) TIA (a)(4) N.A. (a)(5) TIA (b) 10.04(b); 10

August 26, 2022 CORRESP

August 26, 2022

CORRESP 1 filename1.htm August 26, 2022 VIA EDGAR Stacie Gorman Maryse Mills-Apenteng Division of Corporation Finance Office of Real Estate & Construction U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Q&K INTERNATIONAL GROUP Ltd Registration Statement on Form F-3 Filed July 27, 2021 File No. 333-258187 Dear Ms. Gorman and Ms. Mills-Apenteng: On behalf of our

August 26, 2022 EX-FILING FEES

Calculation of Filing Fee Tables

Exhibit 107 Calculation of Filing Fee Tables Amendment No. 1 to Form F-3 (Form Type) Q&K International Group Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title(1) Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee R

August 26, 2022 F-3/A

As filed with the Securities and Exchange Commission on August 26, 2022

Table of Contents As filed with the Securities and Exchange Commission on August 26, 2022 Registration No.

August 26, 2022 EX-5.3

Opinion of JunHe LLP regarding certain PRC legal matters

Exhibit 5.3 26/F, Tower 1, HKRI Taikoo Hui 288 Shimen Road Shanghai 200041, PRC T: (86-21) 5298-5488 F: (86-21) 5298-5492 [email protected] Legal Opinion To: Q&K INTERNATIONAL GROUP LIMITED Room 1607, Building A, No. 596 Middle Longhua Road, Xuhui District, Shanghai Date: August 26, 2022 Dear Sirs/Madams, We are qualified lawyers of the People?s Republic of China (the ?PRC?, for purposes of this l

August 11, 2022 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August, 2022 Commission File Number: 001-39

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August, 2022 Commission File Number: 001-39111 Q&K International Group Limited (Registrant?s Name) Suite 1607, Building A No.596 Middle Longhua Road Xuhui District, Shanghai, 200032 People?s Re

August 3, 2022 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August, 2022 Commission File Number: 001-39

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August, 2022 Commission File Number: 001-39111 Q&K International Group Limited (Registrant’s Name) Suite 1607, Building A No.596 Middle Longhua Road Xuhui District, Shanghai, 200032 People’s Re

August 3, 2022 EX-99.1

Q&K International Group Limited to Hold Annual General Meeting on September 13, 2022

Exhibit 99.1 Q&K International Group Limited to Hold Annual General Meeting on September 13, 2022 SHANGHAI, China, August 3, 2022 - Q&K International Group Limited (NASDAQ: QK) (“QK” or the “Company”), a leading technology-driven long-term apartment rental platform in China, today announced that it will hold its 2022 annual general meeting on September 13, 2022 at 7:30 a.m. (Beijing time) at 2nd M

August 3, 2022 EX-99.3

Q&K International Group Limited FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON September 13, 2022 (OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF)

Exhibit 99.3 Q&K International Group Limited FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON September 13, 2022 (OR ANY ADJOURNMENTS OR POSTPONEMENTS THEREOF) Introduction This Form of Proxy is furnished in connection with the solicitation by the Board of Directors of Q&K International Group Limited, an exempted company incorporated in the Cayman Islands with limited liability (the “Com

August 3, 2022 EX-99.2

Q&K International Group Limited NOTICE OF ANNUAL GENERAL MEETING TO BE HELD ON september 13, 2022

Exhibit 99.2 Q&K International Group Limited NOTICE OF ANNUAL GENERAL MEETING TO BE HELD ON september 13, 2022 NOTICE IS HEREBY GIVEN that the annual general meeting of Q&K International Group Limited (NASDAQ: QK) (“QK” or the “Company”) will be held on September 13, 2022 at 7:30 a.m. (Beijing time) at 2nd Meeting Room, Intercontinental Hotel Resorts Nantong (508 South Yuelong Road, Nantong, China

June 8, 2022 EX-99.3

SHARE TRANSFER AGREEMENT

Exhibit 99.3 SHARE TRANSFER AGREEMENT This Share Transfer Agreement (this ?Agreement?) is entered into as of June 07, 2022 by and between the following parties: (1) CP QK Singapore Pte Ltd. a company organized and existing under the laws of Singapore ( the ?Transferor?); and (2) High Gate Investments Ltd., a company organized and existing under the laws of Cayman Islands (the ?Transferee?). RECITA

June 8, 2022 EX-99.2

SHARE TRANSFER AGREEMENT

Exhibit 99.2 SHARE TRANSFER AGREEMENT This Share Transfer Agreement (this ?Agreement?) is entered into as of 07 June, 2022 by and between the following parties: (1) YIJIA INC. a company organized and existing under the laws of the British Virgin Islands ( the ?Transferor?); and (2) High Gate Investments Ltd., a company organized and existing under the laws of Cayman Islands (the ?Transferee?). REC

June 8, 2022 EX-99.1

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A or

June 8, 2022 EX-99.1

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d 1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A or

June 8, 2022 EX-99.2

SHARE TRANSFER AGREEMENT

Exhibit 99.2 SHARE TRANSFER AGREEMENT This Share Transfer Agreement (this ?Agreement?) is entered into as of June 07, 2022 by and between the following parties: (1) CP QK Singapore Pte Ltd. a company organized and existing under the laws of Singapore ( the ?Transferor?); and (2) High Gate Investments Ltd., a company organized and existing under the laws of Cayman Islands (the ?Transferee?). RECITA

June 8, 2022 SC 13D/A

QK / Q&K International Group Limited / Crescent Capital Investments Ltd. - AMENDMENT NO. 3 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3 )* Q&K INTERNATIONAL GROUP LIMITED (Name of Issuer) Class A ordinary shares, par value US$0.00001 per share (Title of Class of Securities) G7308L100** (CUSIP Number) David McKee Hand 38 Beach Road #32-12 South Beach Tower Singapore 186797 Telephone: +65 65

June 8, 2022 SC 13D/A

QK / Q&K International Group Limited / High Gate Investments Ltd. - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.1)* Q&K International Group Limited (Name of Issuer) Class A ordinary shares, par value $0.00001 per share (Title of Class of Securities) G7308L100** (CUSIP Number) Edmund Koon Kay Tang 125 Arthur Road, #10-02 Singapore 439829 Telephone: +65-9829-4500 With a

June 6, 2022 EX-99.4

AMENDMENT NO. 1 TO THE CONVERTIBLE NOTES AND WARRANT PURCHASE AGREEMENT DATED JULY 22, 2020

EX-99.4 Exhibit 99.4 Execution Version AMENDMENT NO. 1 TO THE CONVERTIBLE NOTES AND WARRANT PURCHASE AGREEMENT DATED JULY 22, 2020 Amendment No. 1 dated May 25, 2022 (“Amendment No. 1”) to the Convertible Notes and Warrant Purchase Agreement dated July 22, 2020 (the “Purchase Agreement”) by and among Veneto Holdings Ltd., a company organized and existing under the laws of Cayman Islands (“Purchase

June 6, 2022 EX-99.2

AMENDMENT NO. 1 TO THE SERIES 1 CONVERTIBLE NOTE DUE 2024 DATED JULY 29, 2020

EX-99.2 3 d204140dex992.htm EX-99.2 Exhibit 99.2 Execution Version AMENDMENT NO. 1 TO THE SERIES 1 CONVERTIBLE NOTE DUE 2024 DATED JULY 29, 2020 Amendment No. 1 dated May 25, 2022 (“Amendment No. 1”) to the Series 1 Convertible Note due 2024 dated July 29, 2020 (the “Note”) issued by Q&K International Group Limited, a Cayman Islands company (the “Issuer”) to Veneto Holdings Ltd. (such party and an

June 6, 2022 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Cl

June 6, 2022 EX-99.3

AMENDMENT NO. 1 TO Q&K WARRANT TO PURCHASE ADSs DATED JULY 29, 2020

EX-99.3 Exhibit 99.3 Execution Version AMENDMENT NO. 1 TO Q&K WARRANT TO PURCHASE ADSs DATED JULY 29, 2020 Amendment No. 1 dated May 25, 2022 (“Amendment No. 1”) to the Q&K Warrant to Purchase ADSs dated July 29, 2020 (the “Warrant”) issued by Q&K International Group Limited, a Cayman Islands company (the “Issuer”) to Veneto Holdings Ltd. (such party and any permitted transferee, in whole or in pa

June 6, 2022 EX-99.5

CONVERSION NOTICE

EX-99.5 6 d204140dex995.htm EX-99.5 Exhibit 99.5 CONVERSION NOTICE May 25, 2022 To: Q&K International Group Limited (the “Company”) RE: CONVERTIBLE NOTE DATED JULY 29. 2020, AS AMENDED PURSUANT TO AMENDMENT NO. 1 DATED MAY 25, 2022 (the “Note”) The undersigned Holder of the Note hereby irrevocably elects to convert US$9,202,720 representing the entire principal amount and the Applicable Share Inte

June 6, 2022 SC 13D

QK / Q&K International Group Limited / Veneto Holdings Ltd - SCHEDULE 13D Activist Investment

SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Q&K International Group Limited (Name of Issuer) Class A ordinary shares, par value $0.00001 per share (Title of Class of Securities) G7308L100** (CUSIP Number) Danai Rojanavanichkul One Nexus Way Camana Bay, Grand Cayman KY1-9005 Cayman Isla

June 3, 2022 EX-99.3

1

Exhibit 99.3 Execution version May 25, 2022 Q&K International Group Limited Re: Payoff Letter Dear Sirs, Reference is hereby made to the US$35,000,000 loan agreement, dated December 18, 2019 (the ?Loan Agreement?, as amended, restated or supplemented from time to time), between Q&K International Group Limited as borrower (the ?Borrower?) and Azure Investments Ltd. as the lender (the ?Lender?). Cap

June 3, 2022 SC 13D

QK / Q&K International Group Limited / Azure Investments Ltd - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Q&K International Group Limited (Name of Issuer) Class A ordinary shares, par value $0.00001 per share (Title of Class of Securities) G7308L100** (CUSIP Number) Marie Edwine Zarei Unit 306 Cedar Mansion II Escriva Drive, Ortigas Center 1605 Pasig City Man

June 3, 2022 EX-99.2

Subscription agreement dated May 25, 2022, between the Issuer and Azure Investments Ltd. (incorporated herein by reference to Exhibit 99.2 to the Schedule-13D (File No. 005-91370) filed with the Securities and Exchange Commission on June 3, 2022)

Exhibit 99.2 Execution version SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT (THIS ?AGREEMENT?), DATED AS OF MAY 25, 2022, IS ENTERED INTO BY AND BETWEEN: (1) Q&K International Group Limited, a company incorporated under the laws of Cayman Islands and listed on NASDAQ under ticker symbol of QK (the ?Company?); and (2) Azure Investments Ltd., a company with limited liability incorporated under

June 3, 2022 EX-99.1

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A or

May 26, 2022 EX-99.2

AMENDMENT NO. 1 TO THE SERIES 1 CONVERTIBLE NOTE DUE 2024 DATED JULY 29, 2020

Exhibit 99.2 Execution Version AMENDMENT NO. 1 TO THE SERIES 1 CONVERTIBLE NOTE DUE 2024 DATED JULY 29, 2020 Amendment No. 1 dated May 25, 2022 (?Amendment No. 1?) to the Series 1 Convertible Note due 2024 dated July 29, 2020 (the ?Note?) issued by Q&K International Group Limited, a Cayman Islands company (the ?Issuer?) to Key Space (S) Pte. Ltd. (such party and any permitted transferee, in whole

May 26, 2022 EX-99.5

CONVERSION NOTICE

Exhibit 99.5 CONVERSION NOTICE May 25, 2022 To: Q&K International Group Limited (the ?Company?) RE: CONVERTIBLE NOTE DATED JULY 29. 2020, AS AMENDED PURSUANT TO AMENDMENT NO. 2 DATED MAY 25, 2022 (the ?Note?) The undersigned Holder of the Note hereby irrevocably elects to convert US$55,527,253 representing the entire principal amount and the Applicable Share Interest of the Note into 13,222,978,35

May 26, 2022 SC 13D/A

QK / Q&K International Group Limited / Crescent Capital Investments Ltd. - SC 13D AMENDMENT NO. 2 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Q&K INTERNATIONAL GROUP LIMITED (Name of Issuer) Class A ordinary shares, par value US$0.00001 per share (Title of Class of Securities) G7308L100** (CUSIP Number) David McKee Hand 38 Beach Road #32-12 South Beach Tower Singapore 186797 Telephone: +65 65

May 26, 2022 EX-99.3

AMENDMENT NO. 1 TO Q&K WARRANT TO PURCHAES ADSs DATED JULY 29, 2020

Exhibit 99.3 Execution Version AMENDMENT NO. 1 TO Q&K WARRANT TO PURCHAES ADSs DATED JULY 29, 2020 Amendment No. 1 dated May 25, 2022 (?Amendment No. 1?) to the Q&K Warrant to Purchase ADSs dated July 29, 2020 (the ?Warrant?) issued by Q&K International Group Limited, a Cayman Islands company (the ?Issuer?) to Key Space (S) Pte. Ltd. (such party and any permitted transferee, in whole or in part, a

May 26, 2022 EX-99.4

AMENDMENT NO. 2 TO THE CONVERTIBLE NOTES AND WARRANT PURCHASE AGREEMENT DATED JULY 22, 2020

Exhibit 99.4 Execution Version AMENDMENT NO. 2 TO THE CONVERTIBLE NOTES AND WARRANT PURCHASE AGREEMENT DATED JULY 22, 2020 Amendment No. 2 dated May 25, 2022 (?Amendment No. 1?) to the Convertible Notes and Warrant Purchase Agreement dated July 22, 2020, as amended on July 29, 2020 (the ?Purchase Agreement?) by and among Key Space (S) Pte. Ltd., a company organized and existing under the laws of S

May 26, 2022 EX-99.1

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d 1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Class A or

May 25, 2022 EX-99.1

Q&K Announces Issuance of Shares to CB Holders and Certain Lender

Exhibit 99.1 Q&K Announces Issuance of Shares to CB Holders and Certain Lender SHANGHAI, China, May 25, 2022 (GLOBE NEWSWIRE) - Q&K International Group Limited (NASDAQ: QK) (?Q&K? or the ?Company?), a leading technology-driven long-term apartment rental platform in China, announced today that the Company and the holders (the ?CB Holders?) of its convertible note dated July 29, 2020 (the ?2020 CB?)

May 25, 2022 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May, 2022 Commission File Number: 001-39111

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May, 2022 Commission File Number: 001-39111 Q&K International Group Limited (Registrant?s Name) Suite 1607, Building A No.596 Middle Longhua Road Xuhui District, Shanghai, 200032 People?s Repub

May 23, 2022 CORRESP

Q&K International Group Limited Suite 1607, Building A No.596 Middle Longhua Road Xuhui District, Shanghai, 200032 People’s Republic of China

Q&K International Group Limited Suite 1607, Building A No.596 Middle Longhua Road Xuhui District, Shanghai, 200032 People?s Republic of China May 23, 2022 VIA EDGAR Jeffrey Lewis Shannon Menjivar Division of Corporation Finance Office of Real Estate & Construction U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Q&K INTERNATIONAL GROUP Ltd (the ?Company?) Form

February 28, 2022 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February, 2022 Commission File Number: 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February, 2022 Commission File Number: 001-39111 Q&K International Group Limited (Registrant?s Name) Suite 1607, Building A No.596 Middle Longhua Road Xuhui District, Shanghai, 200032 People?s

February 28, 2022 EX-99.2

Q&K Announces Changes of Directors and Officer

EXHIBIT 99.2 Q&K Announces Changes of Directors and Officer SHANGHAI, China, February 28, 2022 (GLOBE NEWSWIRE) - Q&K International Group Limited (NASDAQ: QK) (?Q&K? or the ?Company?), a leading technology-driven long-term apartment rental platform in China, today announced that (i) Mr. Chen Chen, an independent director of the Company, has been appointed as a member of the nominating and corporat

February 28, 2022 EX-99.1

Q&K Announces ADS Ratio Change

EXHIBIT 99.1 Q&K Announces ADS Ratio Change SHANGHAI, China, February 28, 2022 (GLOBE NEWSWIRE) - Q&K International Group Limited (NASDAQ: QK) (?Q&K? or the ?Company?), a leading technology-driven long-term apartment rental platform in China, today announced that it will change the ratio of the American depositary shares (?ADSs?) representing its Class A ordinary shares from one (1) ADS representi

February 15, 2022 EX-4.21

English translation of the equity transfer agreement of Shanghai Qingke Investment Consulting Co., Ltd. between Qingke (China) Limited and Wangxiancai Limited dated October 26, 2021

Exhibit 4.21 Equity Transfer Agreement of Shanghai Qingke Investment Consulting Co., Ltd. This Agreement is made and entered into on this 26th day of October, 2021 in Shanghai by and between: Transferor: Qingke (China) Limited (hereinafter referred to as "Party A"), Company Registration No.: 2116935, Address: Room D, 10/F, Tower A, Billion Centre, 1 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong

February 15, 2022 EX-12.2

Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Zhichen (Frank) Sun, certify that: 1. I have reviewed this annual report on Form 20-F of Q&K International Group Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement

February 15, 2022 EX-15.2

Consent of JunHe LLP

EX-15.2 10 qk-ex152228.htm EX-15.2 Exhibit 15.2 26/F, HKRI Centre One, HKRI Taikoo Hui 288 Shimen Road (No.1) Shanghai 200041, P. R. China T: (86-21) 5298-5488 F: (86-21) 5298-5492 February 15, 2022 Q&K International Group Limited Suite 1607, Building A No.596 Middle Longhua Road Xuhui District, Shanghai, 200032 People’s Republic of China Dear Sir/Madam: We hereby consent to the references to our

February 15, 2022 CORRESP

Q&K International Group Limited Suite 1607, Building A No.596 Middle Longhua Road Xuhui District, Shanghai, 200032 People’s Republic of China

Q&K International Group Limited Suite 1607, Building A No.596 Middle Longhua Road Xuhui District, Shanghai, 200032 People?s Republic of China February 15, 2022 VIA EDGAR Jeffrey Lewis Shannon Menjivar Division of Corporation Finance Office of Real Estate & Construction U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Q&K INTERNATIONAL GROUP Ltd (the ?Company?)

February 15, 2022 EX-12.1

Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Chengcai Qu, certify that: 1. I have reviewed this annual report on Form 20-F of Q&K International Group Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,

February 15, 2022 EX-15.1

Consent of Marcum Bernstein & Pinchuk LLP, independent registered public accounting firm

EX-15.1 9 qk-ex151352.htm EX-15.1 New York Office 7 Penn Plaza, Suite 830 New York, NY 10001 T 212.279.7900 Exhibit 15.1 Independent Registered Public Accounting Firm’s Consent We consent to the incorporation by reference in the Registration Statement of Q&K International Group Limited on Form F-3 (FILE NO. 333-258187) of our report dated February 15, 2022, which includes an explanatory paragraph

February 15, 2022 EX-13.1

Certification by Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.1 CERTIFICATION BY THE PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Q&K International Group Limited (the “Company”) on Form 20-F for the fiscal year ended September 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Zhichen (Frank) Sun, Chief Financial Office

February 15, 2022 EX-13.2

Certification by Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Exhibit 13.2 CERTIFICATION BY THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Q&K International Group Limited (the “Company”) on Form 20-F for the fiscal year ended September 30, 2021 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Chengcai Qu, Chairman of the Board of Direc

February 15, 2022 EX-4.20

Share charge agreement between the Registrant and Shanghai Huarui Bank Co., Ltd. dated April 23, 2021

EX-4.20 2 qk-ex420107.htm EX-4.20 Exhibit 4.20 Dated [•], 2021 BETWEEN: Q&K International Group Limited (as Chargor) AND Shanghai Huarui Bank Co., Ltd. (as Chargee) SHARE CHARGE TABLE OF CONTENTS 1. INTERPRETATION 4 2. CHARGOR'S COVENANTS 5 3. SECURITY 6 4. DEALINGS WITH CHARGED PROPERTY 7 5. PRESERVATION OF SECURITY 7 6. ENFORCEMENT OF SECURITY 9 7. FURTHER ASSURANCES 11 8. INDEMNITIES 11 9. POWE

February 15, 2022 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

February 15, 2022 EX-16.1

Letter from Deloitte Touche Tohmatsu Certified Public Accountants LLP to the Securities and Exchange Commission

EX-16.1 11 qk-ex161353.htm EX-16.1 Exhibit 16.1 February 15, 2022 Securities and Exchange Commission 100F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams, We have read Item 16F of Q&K International Group Limited's Form 20-F dated February 15, 2022 and have the following comments: 1. We agree with the statements made in the first sentence of paragraph 1 and paragraph 2 of Item 16F for whi

February 14, 2022 SC 13G/A

QK / Q&K International Group Limited / SAIF IV Consumer (BVI) Ltd - SC 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Q&K International Group Limited (Name of Issuer) Class A Ordinary Shares, par value $0.00001 per share (Title of Class of Securities) 74738J102 ** (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

February 9, 2022 SC 13D/A

QK / Q&K International Group Limited / Crescent Capital Investments Ltd. - SC 13D AMENDMENT NO. 1 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Q&K INTERNATIONAL GROUP LIMITED (Name of Issuer) Class A ordinary shares, par value US$0.00001 per share (Title of Class of Securities) G7308L 100** (CUSIP Number) David McKee Hand 38 Beach Road #32-12 South Beach Tower Singapore 186797 Telephone: +65 6

February 9, 2022 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 d306481dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments the

February 4, 2022 CORRESP

Q&K International Group Limited Suite 1607, Building A No.596 Middle Longhua Road Xuhui District, Shanghai, 200032 People’s Republic of China

Q&K International Group Limited Suite 1607, Building A No.596 Middle Longhua Road Xuhui District, Shanghai, 200032 People?s Republic of China February 4, 2022 VIA EDGAR Jeffrey Lewis Shannon Menjivar Division of Corporation Finance Office of Real Estate & Construction U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Q&K International Group Ltd (the ?Company?) F

January 28, 2022 NT 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b‑25 NOTIFICATION OF LATE FILING

SEC FILE NUMBER: 001-39111 CUSIP NUMBER: 74738J 102 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

November 5, 2021 CORRESP

Q&K International Group Limited Suite 1607, Building A No.596 Middle Longhua Road Xuhui District, Shanghai, 200032 People’s Republic of China

Q&K International Group Limited Suite 1607, Building A No.596 Middle Longhua Road Xuhui District, Shanghai, 200032 People?s Republic of China November 5, 2021 VIA EDGAR Jeffrey Lewis Shannon Menjivar Division of Corporation Finance Office of Real Estate & Construction U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Q&K INTERNATIONAL GROUP Ltd (the ?Company?) F

November 1, 2021 CORRESP

Q&K International Group Limited Suite 1607, Building A No.596 Middle Longhua Road Xuhui District, Shanghai, 200032 People’s Republic of China

Q&K International Group Limited Suite 1607, Building A No.596 Middle Longhua Road Xuhui District, Shanghai, 200032 People?s Republic of China November 1, 2021 VIA EDGAR Jeffrey Lewis Shannon Menjivar Division of Corporation Finance Office of Real Estate & Construction U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Re: Q&K International Group Limited (the ?Co

October 26, 2021 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October, 2021 Commission File Number: 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October, 2021 Commission File Number: 001-39111 Q&K International Group Limited (Registrant?s Name) Suite 1607, Building A No.596 Middle Longhua Road Xuhui District, Shanghai, 200032 People?s R

October 26, 2021 EX-99.1

Q&K Announces Disposal of WFOE

Exhibit 99.1 Q&K Announces Disposal of WFOE SHANGHAI, China, Oct. 26, 2021 (GLOBE NEWSWIRE) - Q&K International Group Limited (NASDAQ: QK) (?Q&K? or the ?Company?), a leading technology-driven long-term apartment rental platform in China, today announced that it has sold all of its equity interest in Shanghai Qingke Investment Consulting Co., Ltd. (the ?Former WFOE?), which was a wholly-owned subs

October 1, 2021 CORRESP

Q&K International Group Limited Suite 1607, Building A No.596 Middle Longhua Road Xuhui District, Shanghai, 200032 People’s Republic of China

Q&K International Group Limited Suite 1607, Building A No.596 Middle Longhua Road Xuhui District, Shanghai, 200032 People?s Republic of China October 1, 2021 VIA EDGAR Jeffrey Lewis Shannon Menjivar Division of Corporation Finance Office of Real Estate & Construction U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Re: Q&K International Group Limited (the ?Com

October 1, 2021 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October, 2021 Commission File Number: 001-3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October, 2021 Commission File Number: 001-39111 Q&K International Group Limited (Registrant?s Name) Suite 1607, Building A No.596 Middle Longhua Road Xuhui District, Shanghai, 200032 People?s R

August 24, 2021 EX-99.1

Q&K International Group Limited to Hold Annual General Meeting on September 15, 2021

EX-99.1 2 d216045dex991.htm EX-99.1 Exhibit 99.1 Q&K International Group Limited to Hold Annual General Meeting on September 15, 2021 SHANGHAI, China, August 24, 2021 - Q&K International Group Limited (NASDAQ: QK) (“QK” or the “Company”), a leading technology-driven long-term apartment rental platform in China, today announced that it will hold its 2021 annual general meeting on September 15, 2021

August 24, 2021 EX-99.2

Q&K INTERNATIONAL GROUP LIMITED NOTICE OF ANNUAL GENERAL MEETING TO BE HELD ON SEPTEMBER 15, 2021

Exhibit 99.2 Q&K INTERNATIONAL GROUP LIMITED NOTICE OF ANNUAL GENERAL MEETING TO BE HELD ON SEPTEMBER 15, 2021 NOTICE IS HEREBY GIVEN that the annual general meeting of Q&K International Group Limited (NASDAQ: QK) (?QK? or the ?Company?) will be held on September 15, 2021 at 8:00 a.m. (Beijing time) at Suite 1607, Building A, No.596 Middle Longhua Road, Xuhui District, Shanghai, China for the foll

August 24, 2021 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August, 2021 Commission File Number: 001-39

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August, 2021 Commission File Number: 001-39111 Q&K International Group Limited (Registrant?s Name) Suite 1607, Building A No. 596 Middle Longhua Road Xuhui District, Shanghai, 200032 People?s R

July 27, 2021 EX-99.1

2

EX-99.1 2 d529920dex991.htm EX-99.1 Exhibit 99.1 Management’s Discussion and Analysis of Financial Condition and Results of Operations Discussion and analysis below are limited to the operations of Q&K International Group Limited (“we” or “us”). Summary Consolidated Financial and Operating Data The summary unaudited interim consolidated financial information for the six months ended March 31, 2020

July 27, 2021 EX-99.2

Q&K INTERNATIONAL GROUP LIMITED UNAUDIED CONDENSED CONSOLIDATED BALANCE SHEETS (Renminbi and USD in thousands, except for share and per share data, unless otherwise stated)

Exhibit 99.2 Q&K INTERNATIONAL GROUP LIMITED UNAUDIED CONDENSED CONSOLIDATED BALANCE SHEETS (Renminbi and USD in thousands, except for share and per share data, unless otherwise stated) As of September 30, 2020 As of March 31, 2021 RMB RMB USD ASSETS Current assets: Cash and cash equivalents 22,879 26,363 4,024 Restricted cash 8,887 107 16 Accounts receivable, net 1,943 1,844 281 Amounts due from

July 27, 2021 F-3

As filed with the Securities and Exchange Commission on July 27, 2021

Table of Contents As filed with the Securities and Exchange Commission on July 27, 2021 Registration No.

July 27, 2021 6-K

Form 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July, 2021 Commission File Number: 001-39111 Q&K International Group Limited (Registrant?s Name) Suite 1607, Building A No.596 Middle Longhua Road Xuhui District, Shanghai, 200032 People?s Repu

April 23, 2021 6-K

Current Report of Foreign Issuer - FORM 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April, 2021 Commission File Number: 001-39111 Q&K International Group Limited (Registrant?s Name) Suite 1607, Building A No.596 Middle Longhua Road Xuhui District, Shanghai, 200032 People?s Rep

April 22, 2021 EX-99.1

Q&K Announces Change to Board of Directors

EX-99.1 2 d159508dex991.htm EX-99.1 Exhibit 99.1 Q&K Announces Change to Board of Directors SHANGHAI, China, April 22, 2021 (GLOBE NEWSWIRE) — Q&K International Group Limited (NASDAQ: QK) (“Q&K” or the “Company”), a leading technology-driven long-term apartment rental platform in China, today announced that Mr. Bing Xiao has resigned as a director of the Company, effective April 22, 2021. Mr. Xiao

April 22, 2021 6-K

Current Report of Foreign Issuer - FORM 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April, 2021 Commission File Number: 001-39111 Q&K International Group Limited (Registrant?s Name) Suite 1607, Building A No.596 Middle Longhua Road Xuhui District, Shanghai, 200032 People?s Rep

February 16, 2021 EX-4.18

Amendment No. 1 to the convertible notes and warrant purchase agreement between the Registrant and Key Space (S) Pte Ltd, dated July 29, 2020 (incorporated herein by reference to Exhibit 4.18 to the annual report on Form 20-F (File No. 001-39111) filed with the Securities and Exchange Commission on February 16, 2021)

EX-4.18 10 d62143dex418.htm EX-4.18 Exhibit 4.18 AMENDMENT NO. 1 TO THE CONVERTIBLE NOTES AND WARRANT PURCHASE AGREEMENT This Amendment No. 1 (the “Amendment”) to the Convertible Notes and Warrant Purchase Agreement dated July 22, 2020 (the “Agreement”) is made as of July 29, 2020 by and among: (1) Key Space (S) Pte Ltd, a company organized and existing under the laws of Singapore (the “Purchaser”

February 16, 2021 EX-4.12

Side Letter to the Asset purchase agreement between the Registrant and Great Alliance Co-living Limited dated July 22, 2020 (incorporated herein by reference to Exhibit 4.12 to the annual report on Form 20-F (File No. 001-39111) filed with the Securities and Exchange Commission on February 16, 2021)

EX-4.12 4 d62143dex412.htm EX-4.12 Exhibit 4.12 AGREEMENT This Agreement (this “Agreement”) is made as of July 22, 2020 (the “Execution Date”), by and among Q&K International Group Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Purchaser”), and Great Alliance Co-living Limited, a limited liability company duly incorporated and validly existing under the laws o

February 16, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Q&K International Group Limited (Name of Issuer) Class A ordinary shares, par value US$0.00001 per share

SCHEDULE 13G AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Q&K International Group Limited (Name of Issuer) Class A ordinary shares, par value US$0.00001 per share (Title of Class of Securities) G7308L 100** (CUSIP Number) December 31, 2020 (Date of Event which Requires Filing of thi

February 16, 2021 EX-12.2

Certification by Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Zhichen (Frank) Sun, certify that: 1. I have reviewed this annual report on Form 20-F of Q&K International Group Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement

February 16, 2021 EX-15.1

Consent of JunHe LLP

EX-15.1 17 d62143dex151.htm EX-15.1 Exhibit 15.1 26/F, HKRI Centre One, HKRI Taikoo Hui February 16, 2021 288 Shimen Road (No.1) Shanghai 200041, P. R. China T: (86-21) 5298-5488 F: (86-21) 5298-5492 Q&K International Group Limited Suite 1607, Building A No.596 Middle Longhua Road Xuhui District, Shanghai, 200032 People’s Republic of China Dear Sir/Madam: We hereby consent to the references to our

February 16, 2021 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Cl

February 16, 2021 EX-4.14

Share subscription agreement between the Registrant and Beautiful House Limited dated July 22, 2020 (incorporated herein by reference to Exhibit 4.14 to the annual report on Form 20-F (File No. 001-39111) filed with the Securities and Exchange Commission on February 16, 2021)

EX-4.14 6 d62143dex414.htm EX-4.14 Exhibit 4.14 SHARE SUBSCRIPTION AGREEMENT This SHARE SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into on July 22, 2020 by and among: 1. Q&K International Group Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Company”); and 2. Beautiful House Limited, a limited liability company duly incorporated and validly e

February 16, 2021 20-F

Form 20-F

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 20-F ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURI

February 16, 2021 EX-4.11

Asset purchase agreement between the Registrant and Great Alliance Co-living Limited dated July 22, 2020 (incorporated herein by reference to Exhibit 4.11 to the annual report on Form 20-F (File No. 001-39111) filed with the Securities and Exchange Commission on February 16, 2021)

EX-4.11 3 d62143dex411.htm EX-4.11 Exhibit 4.11 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Agreement”) is made as of July 22, 2020 (the “Execution Date”), by and among Q&K International Group Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Purchaser”), and Great Alliance Co-living Limited, a limited liability company duly incorporated and val

February 16, 2021 EX-4.19

Convertible notes and warrant purchase agreement between the Registrant and Veneto Holdings Ltd., dated July 22, 2020 (incorporated herein by reference to Exhibit 4.19 to the annual report on Form 20-F (File No. 001-39111) filed with the Securities and Exchange Commission on February 16, 2021)

EX-4.19 11 d62143dex419.htm EX-4.19 Exhibit 4.19 Execution Version CONVERTIBLE NOTES AND WARRANT PURCHASE AGREEMENT This Convertible Notes and Warrant Purchase Agreement (the “Agreement”) is made as of July 22, 2020 by and among: (1) Veneto Holdings Ltd., a company organized and existing under the laws of Cayman Islands (the “Purchaser”); and (2) Q&K International Group Limited, a company incorpor

February 16, 2021 EX-4.15

English translation of the executed asset transfer agreement between Chengdu Liwu Apartment Management Co., Ltd. and Beijing LianULife Technology Co., Ltd., among others, dated July 22, 2020 (incorporated herein by reference to Exhibit 4.15 to the annual report on Form 20-F (File No. 001-39111) filed with the Securities and Exchange Commission on February 16, 2021)

EX-4.15 7 d62143dex415.htm EX-4.15 Exhibit 4.15 Chengdu Liwu Apartment Management Co., Ltd. and Beijing LianULife Technology Co., Ltd., Beijing LianULife Property Management Co., Ltd. Beijing LianULife Zhixuan Property Management Co., Ltd. Beijing Beautiful House Asset Management Co., Ltd. Between Asset Transfer Agreement Contents Article 1 Definitions 4 Article 2 Target Assets and Transfer Consid

February 16, 2021 EX-2.4

Description of Securities (incorporated herein by reference to Exhibit 2.4 to the annual report on Form 20-F (File No. 001-39111) filed with the Securities and Exchange Commission on February 16, 2021)

EX-2.4 2 d62143dex24.htm EX-2.4 Exhibit 2.4 Description of Rights of Each Class of Securities Registered under Section 12 of the Securities Exchange Act of 1934 American Depositary Shares (“ADSs”), each representing 30 Class A ordinary shares of Q&K International Group Limited (“our company”) are listed on the NASDAQ Global Market and the shares are registered under Section 12(b) of the Exchange A

February 16, 2021 EX-13.1

Certification by Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EX-13.1 Exhibit 13.1 CERTIFICATION BY THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Q&K International Group Limited (the “Company”) on Form 20-F for the fiscal year ended September 30, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Chengcai Qu, Chairman of the Board

February 16, 2021 EX-4.13

Share subscription agreement between the Registrant and Great Alliance Co-living Limited dated July 22, 2020 (incorporated herein by reference to Exhibit 4.13 to the annual report on Form 20-F (File No. 001-39111) filed with the Securities and Exchange Commission on February 16, 2021)

EX-4.13 5 d62143dex413.htm EX-4.13 Exhibit 4.13 SHARE SUBSCRIPTION AGREEMENT This SHARE SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into on July 22, 2020 by and among: 1. Q&K International Group Limited, an exempted company incorporated under the laws of the Cayman Islands (the “Company”); and 2. Great Alliance Co-living Limited, a limited liability company duly incorporated and

February 16, 2021 EX-4.16

English translation of the contracted operation agreement among Chengdu Liwu Apartment Management Co., Ltd., Beijing Yihongyue Real Estate Co., Ltd. and Guang Han dated July 22, 2020 (incorporated herein by reference to Exhibit 4.16 to the annual report on Form 20-F (File No. 001-39111) filed with the Securities and Exchange Commission on February 16, 2021)

Exhibit 4.16 Chengdu Liwu Apartment Management Co., Ltd. and Beijing Yihongyue Real Estate Agency Co., Ltd. and Han Guang Between Contracted Operation Agreement 1 Contents 1. Contracting Scope 4 2. Contracting Term 4 3. Performance Assessment Criteria 5 4. Disposal of Rent Loan Balance 7 5. Escrow Account 8 6. Undertakings of Party B and C 8 7. Confidentiality 10 8. Liability for Breach of Contrac

February 16, 2021 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 d254912dex991.htm EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments the

February 16, 2021 EX-99.4

Q&K International Group Limited (the Company) SHARE TRANSFER

EX-99.4 5 d254912dex994.htm EX-99.4 Exhibit 99.4 Q&K International Group Limited (the Company) SHARE TRANSFER Innovative Housing Solutions Pte. Ltd., a company incorporated under the laws of Singapore whose registered office is at 1 Temasek Avenue, #20-01, Millenia Tower, Singapore (the Transferor), for good and valuable consideration received by us from IHS Green Holdings Ltd., a company incorpor

February 16, 2021 EX-12.1

Certification by Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 12.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Chengcai Qu, certify that: 1. I have reviewed this annual report on Form 20-F of Q&K International Group Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,

February 16, 2021 SC 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Q&K International Group Limited (Name of Issuer) Class A ordinary shares, par value US$0.00001 per share

SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Q&K International Group Limited (Name of Issuer) Class A ordinary shares, par value US$0.00001 per share (Title of Class of Securities) G7308L 100** (CUSIP Number) David McKee Hand 38 Beach Road #32-12 South Beach Tower Singapore 186797 Telep

February 16, 2021 EX-4.17

Convertible notes and warrant purchase agreement between the Registrant and Key Space (S) Pte Ltd, dated July 22, 2020 (incorporated herein by reference to Exhibit 4.17 to the annual report on Form 20-F (File No. 001-39111) filed with the Securities and Exchange Commission on February 16, 2021)

EX-4.17 9 d62143dex417.htm EX-4.17 Exhibit 4.17 Execution version CONVERTIBLE NOTES AND WARRANT PURCHASE AGREEMENT This Convertible Notes and Warrant Purchase Agreement (the “Agreement”) is made as of July 22, 2020 by and among: (1) Key Space (S) Pte Ltd, a company organized and existing under the laws of Singapore (the “Purchaser”); and (2) Q&K International Group Limited, a company incorporated

February 16, 2021 EX-13.2

Certification by Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

EX-13.2 Exhibit 13.2 CERTIFICATION BY THE PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Q&K International Group Limited (the “Company”) on Form 20-F for the fiscal year ended September 30, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Zhichen (Frank) Sun, Chief Financia

February 16, 2021 EX-99.3

AMENDMENT NO. 1 TO THE CONVERTIBLE NOTES AND WARRANT PURCHASE AGREEMENT

EX-99.3 4 d254912dex993.htm EX-99.3 Exhibit 99.3 AMENDMENT NO. 1 TO THE CONVERTIBLE NOTES AND WARRANT PURCHASE AGREEMENT This Amendment No. 1 (the “Amendment”) to the Convertible Notes and Warrant Purchase Agreement dated July 22, 2020 (the “Agreement”) is made as of July 29, 2020 by and among: (1) Key Space (S) Pte Ltd, a company organized and existing under the laws of Singapore (the “Purchaser”

February 16, 2021 EX-99.2

CONVERTIBLE NOTES AND WARRANT PURCHASE AGREEMENT

EX-99.2 3 d254912dex992.htm EX-99.2 Exhibit 99.2 Execution version CONVERTIBLE NOTES AND WARRANT PURCHASE AGREEMENT This Convertible Notes and Warrant Purchase Agreement (the “Agreement”) is made as of July 22, 2020 by and among: (1) Key Space (S) Pte Ltd, a company organized and existing under the laws of Singapore (the “Purchaser”); and (2) Q&K International Group Limited, a company incorporated

February 16, 2021 EX-16.1

Letter from Deloitte Touche Tohmatsu Certified Public Accountants LLP to the Securities and Exchange Commission

EX-16.1 18 d62143dex161.htm EX-16.1 Exhibit 16.1 February 16, 2021 Securities and Exchange Commission 100F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams, We have read Item 16F of Q&K International Group Limited’s Form 20-F dated February 16, 2021 and have the following comments: 1. We agree with the statements made in the first sentence of paragraph 1 and paragraphs 2 and 3 of Item 16F

February 2, 2021 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 d120381dex991.htm EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments the

February 2, 2021 EX-99.2

SHARE TRANSFER AGREEMENT

EX-99.2 3 d120381dex992.htm EX-99.2 Exhibit 99.2 SHARE TRANSFER AGREEMENT This Share Transfer Agreement (this “Agreement”) is entered into as of 28 January, 2021 by and between the following parties: (1) Shanghai Yijia Investment Consultation Co. Ltd., a company organized and existing under the laws of the People’s Republic of China ( the “Transferor”); and (2) High Gate Investments Ltd., a compan

February 2, 2021 SC 13D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Q&K International Group Limited (Name of Issuer) Class A ordinary shares, par value $0.00001 per share (T

SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Q&K International Group Limited (Name of Issuer) Class A ordinary shares, par value $0.00001 per share (Title of Class of Securities) G7308L 100** (CUSIP Number) Edmund Koon Kay Tang 125 Arthur Road, #10-02 Singapore 439829 Telephone: +65-982

January 29, 2021 NT 20-F

- NT 20-F

NT 20-F SEC FILE NUMBER: 001-39111 CUSIP NUMBER: 74738J 102 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

January 28, 2021 EX-99.1

Q&K Announces Changes to Directors and Senior Management and Shareholders

EX-99.1 Exhibit 99.1 Q&K Announces Changes to Directors and Senior Management and Shareholders SHANGHAI, China, Jan. 28, 2021 /GLOBE NEWSWIRE/ — Q&K International Group Limited (NASDAQ: QK) (“Q&K” or the “Company”), a leading technology-driven long-term apartment rental platform in China, today announced changes to its directors and senior management team and its shareholders. Mr. Guangjie Jin has

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