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: 001-42440
NETCLASS TECHNOLOGY INC
6F, Building A
1188 Wan Rong Road
Shanghai, People’s Republic of China 200436
+86 021-61806588
(Address of principal executive offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F:
Form
20-F x Form 40-F ¨
On December 12, 2024, NetClass Technology Inc
(the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Newbridge Securities
Corporation, as representative of the underwriters named therein (the “Underwriters”), pursuant to which the Company agreed
to sell to the Underwriters in a firm commitment underwritten public offering (the “Offering”) an aggregate of 1,800,000 Class
A ordinary shares of the Company, par value $0.00025 per share (the “Ordinary Shares”), at a public offering price of $5 per
share. The Company has also granted the Underwriters a 45-day option to purchase up to an additional 270,000 ordinary shares to cover
over-allotments, if any. The Ordinary Shares were offered by the Company pursuant to a registration statement on Form F-1, as amended
(File No. 333-2782247), filed with the Securities and Exchange Commission (the “Commission”), which was declared effective
by the Commission on December 12, 2024.
The foregoing summary of the terms of the Underwriting
Agreement is subject to, and qualified in its entirety by reference to, a copy of the Underwriting Agreement that is filed as Exhibit
1.1 to this Report on Form 6-K and is incorporated herein by reference.
On December 16, 2024, the Company closed its
initial public offering (the “IPO”) of 1,800,000 Class A ordinary shares, par value $0.00025 per share for gross
proceeds of $9 million.. The Shares were priced at $5.00 per share, and the offering was conducted on a firm commitment basis., with
no over-allotment exercised by the Underwriters.
The final prospectus relating to the Offering
was filed with the SEC on December 13, 2024.
The Shares were previously approved for listing
on The Nasdaq Capital Market and commenced trading under the ticker symbol “NTCL.” on December 13, 2024.
In connection with the IPO, the Company issued
a press release on December 13, 2024 announcing the pricing of the IPO and a press release on December 16, 2024 announcing the closing
of the IPO, respectively. Copies of each press release are attached hereto as Exhibit 99.1 and Exhibit 99.2 and are incorporated by reference
herein.
This report does not constitute an offer to sell,
or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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NETCLASS TECHNOLOGY INC |
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| Date: December 17, 2024 |
By: |
/s/ Jianbiao Dai |
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Name: |
Jianbiao Dai |
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Title: |
Chief Executive Officer |
EXHIBIT INDEX
Exhibit 1.1
NETCLASS TECHNOLOGY INC
UNDERWRITING AGREEMENT
December 12, 2024
Newbridge Securities Corporation
1200 North Federal Highway
Suite 400, Boca Raton, FL 33432
Ladies and Gentlemen:
The undersigned, NETCLASS TECHNOLOGY
INC, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement (this “Agreement”)
with Newbridge Securities Corporation (hereinafter the “Representative”) and with the other underwriters named on Schedule
A hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called
the “Underwriters” or, individually, an “Underwriter”) to issue and sell to the Underwriters certain class A ordinary
shares of par value of $0.00025 each of the Company (“Class A Ordinary Shares”). The offering and sale of securities
contemplated by this Agreement is referred to herein as the “Offering.”
1. Firm Shares; Additional Shares.
(a) Purchase of Firm
Shares. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth,
the Company agrees to issue and sell to the Underwriters an aggregate of 1,800,000 Class A Ordinary Shares (the “Firm Shares”)
at a purchase price (net of underwriting discount) of $4.625 per Share. Each Underwriter agrees to purchase from the Company the Firm
Shares set forth opposite its name on Schedule A attached hereto and made a part hereof.
(b) Delivery of and
Payment for Firm Shares. Delivery of and payment for the Firm Shares shall be made at 10:00 A.M., Eastern time, on the first (1st)
Business Day following the initial listing on the Nasdaq Capital Market (“Nasdaq”), or at such time as shall be agreed
upon by the Underwriters and the Company, at the offices of Sichenzia Ross Ference Carmel LLP (the “Underwriters’ Counsel”)
or at such other place as shall be agreed upon by the Underwriters and the Company. The hour and date of delivery of and payment for the
Firm Shares following the effectiveness of the Registration Statement is called the “Closing Date.” The closing of
the payment of the purchase price for, and delivery of, the Firm Shares following the effectiveness of the Registration Statement, is
referred to herein as the “Closing.” Payment for the Firm Shares shall be made on the Closing Date by wire transfer
in federal (same day) funds upon delivery to the Underwriters of the Firm Shares through the full fast transfer facilities of the Depository
Trust Company (the “DTC”) for the account of the Underwriters. The Firm Shares shall be registered in such names and
in such denominations as the Underwriters may request in writing at least two (2) Business Days prior to the Closing Date. The Company
shall not be obligated to sell or deliver the Firm Shares except upon tender of payment by the Underwriters for all the Firm Shares following
the effectiveness of the Registration Statement.
(c) Additional Shares.
The Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchase up to an additional
270,000 Shares (the “Additional Shares”), representing fifteen percent (15%) of the Firm Shares sold in the offering,
in each case only for the purpose of covering over-allotments of such securities, if any.
(d) Exercise of Over-allotment
Option. The Over-allotment Option granted pursuant to Section 1(c) hereof may be exercised in whole or in part
at any time within 45 days after the Closing Date. The purchase price to be paid per Additional Share shall be equal to the price per
Firm Share in Section 1(a). The Underwriters shall not be under any obligation to purchase any Additional Shares prior
to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised upon written notice given at least
two full business days prior to the exercise to the Company from the Underwriters setting forth the aggregate number of Additional Shares
to be purchased by the Underwriters and the date and time for delivery of and payment for the Additional Shares (the “Option
Closing Date”), which Option Closing Date shall not be later than five (5) full Business Days after the date of such written
notice to purchase Additional Shares is given or such other time as shall be agreed upon by the Company and the Underwriters, at the offices
of Underwriters’ Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed
upon by the Company and the Underwriters. If such delivery and payment for the Additional Shares does not occur on the Closing Date, the
Option Closing Date will be as set forth in the written notice. Upon exercise of the Over-allotment Option with respect to all or any
portion of the Additional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to
sell to the Underwriters the number of Additional Shares specified in such notice and (ii) the Underwriters shall purchase from the
Company that portion of the total number of Additional Shares then being purchased with the number of Firm Shares set forth in Schedule
A opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustment as
the Underwriter, in its sole discretion, shall determine.
(e) Delivery and
Payment of Additional Shares. Payment for the Additional Shares shall be made on the Option Closing Date by wire transfer in federal
(same day) funds, upon delivery to the Underwriters of the Additional Shares through the facilities of DTC for the account of the Underwriters.
The Additional Shares shall be registered in such name or names and in such authorized denominations as the Underwriters may request in
writing at least two (2) full Business Days prior to the Option Closing Date. The Company shall not be obligated to sell or deliver
the Additional Shares except upon tender of payment by the Underwriters for applicable Additional Shares. The Option Closing Date may
be simultaneous with, but not earlier than, the Closing Date; and in the event that such time and date are simultaneous with the Closing
Date, the term “Closing Date” shall refer to the time and date of delivery of the Firm Shares and Additional Shares.
The Firm Shares and the Additional
Shares are hereinafter referred to collectively as the “Securities.”
2. Representations and Warranties
of the Company. The Company represents and warrants to the Underwriters as of the Applicable Time (as defined below) and as of the
Closing Date, as follows:
(a) Filing of Registration
Statement.
(i) Pursuant to the
Act.
(1) The Company has
filed with the Securities and Exchange Commission (the “Commission”) a registration statement and an amendment or
amendments thereto, on Form F-1 (File No. 333- 278224), including any related prospectus or prospectuses, for the registration
of the Securities under the Securities Act of 1933, as amended (the “Act”), which registration statement and amendment
or amendments have been prepared by the Company and conform, in all material respects, with the requirements of the Act and the rules and
regulations of the Commission under the Act (the “Regulations”). Except as the context may otherwise require, such
registration statement on file with the Commission at the time the registration statement becomes effective (including the prospectus,
financial statements, schedules, exhibits and all other documents filed as a part thereof or incorporated therein and all information
deemed to be a part thereof as of the effective date of the Registration Statement (“Effective Date”) pursuant to
paragraph (b) of Rule 430A of the Regulations), is referred to herein as the “Registration Statement. The Registration
Statement became effective on December 12, 2024.
(2) The final prospectus
in the form first furnished to the Underwriter for use in the Offering, is hereinafter called the “Prospectus.”
(ii) Registration
under the Exchange Act. The Securities are registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 (the
“Exchange Act”), and the Company has taken no action designed to, or likely to have the effect of, terminating the
registration of the Securities under the Exchange Act, nor has the Company received any notification that the Commission is contemplating
terminating such registration except as described in the Registration Statement, and the Prospectus.
(iii) Listing on
Nasdaq. The Shares have been approved for listing on Nasdaq, and the Company has taken no action designed to, or likely to have the
effect of, terminating the listing of the Securities on Nasdaq, nor has the Company received any notification that Nasdaq is contemplating
revoking or withdrawing approval for listing of the Securities.
(b) No Stop Orders, etc.
Neither the Commission nor, to the Company’s knowledge, any state regulatory authority has issued any order preventing or suspending
the use of any preliminary prospectus (“Preliminary Prospectus”), the Prospectus, or the Registration Statement, or
has instituted or, to the Company’s knowledge, threatened to institute any proceedings with respect to such an order. The Company
has complied with each request (if any) from the Commission for additional information.
(c) Disclosures in
Registration Statement
(i) 10b-5 Representation.
(1) The Registration
Statement, at the time it became effective, complied in all material respects with the requirements of the Act and the Regulations.
(2) The Registration
Statement, when they became effective, and any amendment or supplement thereto, did not contain and, at the Closing Date, will not contain,
any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading, and the Prospectus when filed with the Commission does
not contain and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
The representation and warranty made in this Section 2(c)(i)(2) does not apply to statements made or statements
omitted in reliance upon and in conformity with written information with respect to the Underwriters furnished to the Company by the Underwriters
expressly for use in the Registration Statement, or Prospectus or any amendment thereof or supplement thereto. The parties acknowledge
and agree that such information provided by or on behalf of the Underwriters consists solely of the disclosure contained in the “Underwriting”
section of the Prospectus (collectively, the “Underwriters’ Information”).
(3) The General Disclosure
Package (as defined below), when taken together as a whole with the Prospectus (collectively, the “Disclosure Materials”),
does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements
in or omissions from the Disclosure Materials based upon and in conformity with the Underwriters’ Information.
(ii) Prior Securities
Transactions. No securities of the Company have been sold by the Company or by or on behalf of, or for the benefit of, any person
or persons controlling, controlled by, or under common control with the Company, except as disclosed in the Registration Statement, and
the Prospectus.
(d) Changes After
Dates in Registration Statement.
(i) No Material Adverse
Change. Since the end of the period covered by the latest audited financial statements included in the Registration Statement, and
the Prospectus, and except as otherwise specifically stated therein: (i) to the knowledge of the Company, there have been no events
that have occurred that would have a Material Adverse Effect (as defined below); (ii) there have been no material transactions entered
into by the Company not in the ordinary course of business, other than as contemplated pursuant to this Agreement; and (iii) no officer
(as defined in Rule 16a-1(f) of the Exchange Act) or director of the Company has resigned from any position with the Company.
(ii) Recent Securities Transactions, etc.
Since the end of the period covered by the latest audited financial statements included in the Registration Statement, and the Prospectus,
and except as may otherwise be indicated or contemplated herein or disclosed in the Registration Statement, and the Prospectus, the Company
has not, other than with respect to options to purchase Class A Ordinary Shares at an exercise price equal to the then fair market
price of the Class A Ordinary Shares, as determined by the Company’s board of directors (the “Board of Directors”),
from time to time, granted to employees, consultants or service providers: (i) issued any securities or incurred any material liability
or obligation, direct or contingent, for borrowed money other than in the ordinary course of business; or (ii) declared or paid any
dividend or made any other distribution on or in respect to its share capital.
(e) Independent Accountants.
To the best of the Company’s knowledge, Marcum Asia CPAs LLP (“Marcum”), whose report is filed with the Commission
as part of the Registration Statement are independent registered public accountants as required by the Act and the Regulations.
(f) Financial Statements, etc.
The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, and the Prospectus,
fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply;
and such financial statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”),
consistently applied throughout the periods involved, except as disclosed therein; and the supporting schedules included in the Registration
Statement present fairly the information required to be stated therein. The Registration Statement, disclose all material off-balance
sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated
entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial
condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses.
Except as disclosed in the Registration Statement, and the Prospectus, (a) neither the Company nor any of its operating subsidiaries
(each, a “Subsidiary”, and together, the “Subsidiaries”), has incurred any material liabilities
or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the
Company has not declared or paid any dividends or made any distribution of any kind with respect to its share capital, (c) there
has not been any change in the share capital of the Company or any of its Subsidiaries or any grants under any stock compensation plan
and, (d) there has not been any material adverse change in the Company’s long-term or short-term debt.
(g) Share Capital;
Options, etc. The Company has the duly authorized, issued and outstanding share capital as set forth in the Registration Statement
and the Prospectus. Based on the assumptions stated in the Registration Statement and the Prospectus, the Company will have on the Closing
Date the adjusted share capital set forth therein. Except as set forth in, or contemplated by, this Agreement, the Registration Statement
and the Prospectus, on the Effective Date and on the Closing Date, there will be no options, warrants, or other rights to purchase or
otherwise acquire any authorized but unissued share capital of the Company or any security convertible into share capital of the Company,
or any contracts or commitments to issue or sell share capital or any such options, warrants, rights or convertible securities.
(h) Valid Issuance
of Securities, etc.
(i) Outstanding Securities.
All issued and outstanding securities of the Company issued prior to the transactions contemplated by this Agreement have been duly authorized
and validly issued and are fully paid and non-assessable; the holders thereof have no rights of rescission with respect thereto, and are
not subject to personal liability by reason of being such holders; and none of such securities were issued in violation of the preemptive
rights of any holders of any security of the Company or similar contractual rights granted by the Company.
(ii) Securities Sold
Pursuant to this Agreement. The Securities have been duly authorized for issuance and sale and, when issued and paid for, will be
validly issued, fully paid and non-assessable; the Securities are not and will not be subject to the preemptive rights of any holders
of any security of the Company or similar contractual rights granted by the Company; and all corporate action required to be taken for
the authorization, issuance and sale of the foregoing Securities has been duly and validly taken. The Securities conform in all material
respects to all statements with respect thereto contained in the Registration Statement.
(iii) Issuance of
Securities. Upon issuance of Securities, and subject to full payment thereof by the Underwriter in accordance with the terms hereof,
such Securities will be duly and validly issued, and the persons in whose names the Securities are registered will be entitled to the
rights specified in the Securities, and upon the sale and delivery of these Securities, and payment therefor, pursuant to this Agreement,
the purchasers will acquire good, marketable and valid title to such Securities, free and clear of all pledges, liens, security interests,
charges, claims or encumbrances of any kind.
(i) Registration
Rights of Third Parties. Except as set forth in the Registration Statement and the Prospectus, no holders of any securities of the
Company or any rights exercisable for or convertible or exchangeable into securities of the Company have the right to require the Company
to register any such securities of the Company under the Act or to include any such securities in a registration statement to be filed
by the Company.
(j) Validity and
Binding Effect of This Agreement. This Agreement has been duly and validly authorized by the Company, and, when executed and delivered,
will constitute, the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except:
(i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights
generally; (ii) as enforceability of any indemnification or contribution provision may be limited under federal and state securities
laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding therefore may be brought.
(k) No Conflicts.
The execution, delivery, and performance by the Company of this Agreement, the consummation by the Company of the transactions herein
and therein contemplated and the compliance by the Company with the terms hereof do not and will not, with or without the giving of notice
or the lapse of time or both: (i) result in a material breach of, or conflict with any of the terms and provisions of, or constitute
a material default under, or result in the creation, modification, termination or imposition of any lien, charge or encumbrance upon any
property or assets of the Company pursuant to the terms of any agreement or instrument to which the Company is a party; (ii) result
in any violation of the provisions of the Company’s amended and restated memorandum and articles of association (as the same may
be further amended from time to time, the “M&A”); or (iii) violate any existing applicable law, rule, regulation,
to its best knowledge, violate any judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction
over the Company or any of its properties or business as constituted as of the date hereof, except such violation or breach that would
not reasonably be expected to have a material adverse effect on the assets, business, conditions, financial position or results of operations
of the Company (a “Material Adverse Effect”).
(l) No Defaults;
Violations. No default exists in the due performance and observance of any term, covenant or condition of any material license, contract,
indenture, mortgage, deed of trust, note, loan or credit agreement, or any other material agreement or instrument evidencing an obligation
for borrowed money, or any other material agreement or instrument to which the Company is a party or by which the Company is bound or
to which any of the properties or assets of the Company is subject, except for such defaults that would not, singly or in the aggregate,
result in a Material Adverse Effect to the Company and its Subsidiaries, taken as a whole, and that are not otherwise disclosed in the
Registration Statement, or the Disclosure Materials. The Company is not in violation of any term or provision of its M&A, or in violation
in any respect of any franchise, license, permit, applicable law, rule, regulation, to its best knowledge, violate any judgment or decree
of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its properties or businesses,
except for such defaults that would not, singly or in the aggregate, result in a Material Adverse Effect to the Company and its Subsidiaries,
taken as a whole, and that are not otherwise disclosed in the Registration Statement, the Prospectus or the Disclosure Materials.
(m) Corporate Power;
Licenses; Consents.
(i) Conduct of Business.
Except as described in the Registration Statement and the Prospectus, the Company has all requisite corporate power and authority, and
has all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials
and bodies that it needs as of the date hereof to conduct its business purpose as described in the Prospectus, except, in each case, as
would not reasonably be expected to have a Material Adverse Effect.
(ii) Transactions
Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions
and conditions hereof and thereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained.
No consent, authorization or order of, and no filing with, any court, government agency or other body is required for the valid issuance,
sale and delivery of the Securities and the consummation by the Company of the transactions and agreements contemplated by this Agreement
and as contemplated by the Prospectus, except with respect to applicable federal and state securities laws and the rules and regulations
of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and the Nasdaq.
(n) D&O Questionnaires.
To the Company’s knowledge, all information contained in the questionnaires (the “Questionnaires”) completed
by each of the Company’s directors and officers named in the section “Management” in the Prospectus immediately prior
to the Offering (the “Insiders”) and provided to the Underwriter is true and correct in all respects and the Company
has not become aware of any information which would cause the information disclosed in the questionnaires completed by each Insider to
become inaccurate and incorrect.
(o) Litigation; Governmental
Proceedings. Except as disclosed in the Registration Statement and the Prospectus, there is no action, suit, proceeding, inquiry,
arbitration, investigation, litigation or governmental proceeding pending or, to the Company’s knowledge, threatened against, or
involving the Company or, to the Company’s knowledge, any executive officer or director that is required to be disclosed but has
not been disclosed in the Registration Statement and the Prospectus or in connection with the Company’s listing application for
the listing of the Securities on Nasdaq.
(p) Good Standing.
The Company has been duly incorporated, is validly existing and is in good standing under the laws of the Cayman Islands as of the date
hereof, and is duly qualified to do business and is in good standing in each jurisdiction in which the conduct of business requires such
qualification, except where the failure to qualify would not reasonably be expected to have a Material Adverse Effect.
(q) Transactions
Affecting Disclosure to FINRA.
(i) Finder’s
Fees. Except as described in the Registration Statement and the Prospectus, there are no claims, payments, arrangements, agreements
or understandings relating to the payment of a finder’s, consulting or origination fee by the Company or any Insider with respect
to the sale of the Securities hereunder or any other arrangements, agreements or understandings of the Company or, to the best of the
Company’s knowledge, any of its shareholders that may affect the Underwriters’ compensation, as determined by FINRA.
(ii) Payments Within
Twelve (12) Months. Except as described in the Registration Statement and the Prospectus, the Company has not made any direct or indirect
payments (in cash, securities or otherwise) to: (i) any person, as a finder’s fee, consulting fee or otherwise, in consideration
of such person raising capital for the Company or introducing to the Company persons who raised or provided capital to the Company; (ii) to
any FINRA member; or (iii) to any person or entity that has any direct or indirect affiliation or association with any FINRA member,
within the twelve months prior to the Effective Date, other than the prior payment of US$160,000 to the Revere Securities LLC, as provided
hereunder in connection with the Offering.
(iii) FINRA Affiliation.
To the Company’s knowledge, and except as may have been previously disclosed in writing to the Representative, no Insider or any
beneficial owner of 10% or more of the Company’s outstanding Class A Ordinary Shares has any direct or indirect affiliation
or association with any FINRA member (as determined in accordance with the rules and regulations of FINRA).
(iv) Use of Proceeds.
None of the net proceeds of the Offering will be paid by the Company to any participating FINRA member or its affiliates inclusive of
any FINRA member or its affiliates in any country or jurisdiction outside of the United States, except as specifically authorized herein.
(v) Information. All
information provided by the Company in its FINRA Questionnaire to Underwriter Counsel specifically for use by Underwriters’ Counsel
in connection with its Public Offering System filings (and related disclosure) with FINRA is true, correct and complete in all material
respects.
(r) Foreign Corrupt
Practices Act. Neither the Company nor, to the Company’s knowledge, any of the Insiders or employees of the Company or any other
person authorized to act on behalf of the Company has, directly or indirectly, knowingly given or agreed to give any money, gift or similar
benefit (other than legal price concessions to customers in the ordinary course of business) to any customer, supplier, employee or agent
of a customer or supplier, or official or employee of any governmental agency or instrumentality of any government (domestic or foreign)
or any political party or candidate for office (domestic or foreign) or other person who was, is, or may be in a position to help or hinder
the business of the Company (or assist it in connection with any actual or proposed transaction) that might subject the Company to any
damage or penalty in any civil, criminal or governmental litigation or proceeding.
(s) Officers’
Certificate. Any certificate signed by any duly authorized executive officer of the Company and delivered to you or to the Underwriter’s
Counsel shall be deemed a representation and warranty by the Company to the Underwriter as to the matters covered thereby.
(t) Lock-Up Period.
(i) Each Insider and,
in addition, each beneficial owner of the Company holding at least five percent of the outstanding Class A Ordinary Shares (or securities
convertible into Class A Ordinary Shares) (together with the Insiders, the “Lock-Up Parties”), have agreed, pursuant
to executed lock-up Agreements in the form attached hereto as Annex I (the “Lock-Up Agreements”), that
for a period ending 180 days after the date of the Prospectus (the “Lock-Up Period”), such persons and their affiliated
parties shall not offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any
Securities or share capital of the Company, including Class A Ordinary Shares, or any securities convertible into or exercisable
or exchangeable for such Securities or share capital, except for such number of Class A Ordinary Shares registered for resale under
the Registration Statement, without the consent of the Underwriter, with certain exceptions. The Representative may consent to an early
release from the applicable Lock-Up period if, in its opinion, the market for the Securities would not be adversely impacted by sales
and in cases of financial emergency of a Lock-up Party.
(ii) The Company, on
behalf of itself and any successor entity, has agreed that, without the prior written consent of the Representative, it will not, for
a period ending 180 days after the Closing Date, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly
or indirectly, any shares of the Company or any securities convertible into or exercisable or exchangeable for shares of the Company;
(ii) file or cause to be filed any registration statement with the Commission relating to the offering of any shares of the Company
or any securities convertible into or exercisable or exchangeable for shares of the Company or (iii) enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of share capital of the Company,
whether any such transaction described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of the Company
or such other securities, in cash or otherwise. The restrictions contained in this Section 2(t)(ii) shall not apply
to (i) the Securities to be sold hereunder, (ii) the issuance by the Company of Securities upon the exercise of an option or
warrant or the conversion of a security outstanding on the date hereof of, provided that the Representative has been advised in writing
of such issuance prior to the date hereof, (iii) the issuance by the Company of option to purchase or shares of Securities, capital
stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, (iv) any
registration statement on Form S-8, or (v) the issuance of securities in connection with mergers, acquisitions, joint ventures,
licensing arrangements or any other similar non-capital raising transactions provided such shares are not registered pursuant to a registrations
statement For purposes of subclause (ii) in this paragraph, the Underwriter acknowledges that disclosure in the Registration Statement
filed prior to the date hereof of any outstanding option or warrant shall be deemed to constitute prior written notice to the Underwriter.
(u) Subsidiaries.
Exhibit 21.1 of the Registration Statement lists each Subsidiary and consolidated entity of the Company and sets forth the ownership
of all of the Subsidiaries. The Subsidiaries are duly organized and in good standing under the laws of the place of organization or incorporation,
and each such Subsidiary is in good standing in each jurisdiction in which its ownership or lease of property or the conduct of business
requires such qualification, except where the failure to qualify would not reasonably be expected to have a Material Adverse Effect. The
Company’s ownership and control of each Subsidiary and each Subsidiary’s ownership and control of other Subsidiaries, is as
described in the Registration Statement, the Disclosure Materials and the Prospectus. The Company does not own or control, directly or
indirectly, any corporation, association or entity, except as disclosed in the Registration Statement and the Prospectus. Each of the
Company and its Subsidiaries has full corporate power and authority to own or lease, as the case may be, and to operate its properties
and conduct its business as described in the Disclosure Materials and the Prospectus, and is duly qualified to do business under the laws
of each jurisdiction which requires such qualification.
(v) Related Party
Transactions. Except as disclosed in the Registration Statement and the Prospectus, there are no business relationships or related
party transactions involving the Company or any other person required to be described in the Prospectus that have not been described as
required.
(w) Board of Directors.
The Board of Directors of the Company is comprised of the persons set forth under the heading of the Prospectus captioned “Management.”
The qualifications of the persons serving as board members and the overall composition of the board comply with the Sarbanes-Oxley Act
of 2002 and the rules promulgated thereunder applicable to the Company and the rules of Nasdaq. At least one member of the Board
of Directors of the Company qualifies as an “audit committee financial expert”, as such term is defined under the Sarbanes-Oxley
Act of 2002 and the rules promulgated thereunder and the rules of Nasdaq. In addition, at least a majority of the persons serving
on the Board of Directors qualify as “independent” as defined under the rules of Nasdaq.
(x) Sarbanes-Oxley
Compliance. Except as described in the Registration Statement, the Disclosure Materials, and the Prospectus, the Company will be,
on the Effective Date, in material compliance with the provisions of the Sarbanes-Oxley Act of 2002 applicable to it and has implemented
or will implement such programs and taken reasonable steps to ensure the Company’s future compliance (not later than the relevant
statutory and regulatory deadlines therefor) with all the material provisions of the Sarbanes-Oxley Act of 2002.
(y) No Investment
Company Status. The Company is not and, after giving effect to the Offering and sale of the Securities and the application of the
net proceeds thereof as described in the Registration Statement and the Prospectus, will not be, an “investment company” as
defined in the Investment Company Act of 1940, as amended.
(z) No Material Labor
Disputes. No labor dispute with the employees of the Company or any of its Subsidiaries exists or, to the best of the Company’s
knowledge, is imminent, which would result in a Material Adverse Effect.
(aa) Intellectual
Property. Except as described in the Registration Statement and the Prospectus, the Company and each of its Subsidiaries owns or possesses
or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service
mark registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property”) necessary
for the conduct of the business of the Company and its Subsidiaries as currently carried on and as described in the Registration Statement
and the Prospectus, except for such Intellectual Property, the failure of which to own or possess, as the case may be, would not reasonably
be expected to result in a Material Adverse Effect. To the Company’s knowledge, no action or use by the Company or any of its Subsidiaries
will involve or give rise to any infringement of, or material license or similar fees for, any Intellectual Property of others, that would
reasonably be expected to have a Material Adverse Effect on the Company and the Subsidiaries, taken as a whole, except as disclosed in
the Registration Statement or the Prospectus. Neither the Company nor any of its Subsidiaries has received any notice alleging any such
infringement or fee, except such infringement or fee that would not reasonably be expected to have a Material Adverse Effect on the Company
or the Subsidiaries, taken as a whole.
(bb) Taxes. Each
of the Company and its Subsidiaries has filed all returns (as hereinafter defined) required to be filed with taxing authorities prior
to the date hereof or has duly obtained extensions of time for the filing thereof. Each of the Company and its Subsidiaries has paid all
taxes (as hereinafter defined) shown as due on such returns that were filed and has paid all material taxes imposed on or assessed against
the Company or such subsidiary. The provisions for taxes payable, if any, shown on the financial statements filed with or as part of the
Registration Statement are sufficient for all accrued and unpaid taxes, whether or not disputed, for all periods to and including the
dates of such consolidated financial statements. Except as disclosed in writing to the Underwriter and to the knowledge of the Company,
(i) no material issues have been raised (and are currently pending) by any taxing authority in connection with any of the returns
or taxes asserted as due from the Company or its Subsidiaries, and (ii) no waivers of statutes of limitation with respect to the
returns or collection of taxes have been given by or requested from the Company or its Subsidiaries. The term “taxes”
mean all federal, state, local, foreign, and other net income, gross income, gross receipts, sales, use, ad valorem, transfer, franchise,
profits, license, lease, service, service use, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property,
windfall profits, customs, duties or other taxes, fees, assessments, or charges of any kind whatever, together with any interest and any
penalties, additions to tax, or additional amounts with respect thereto. The term “returns” means all returns, declarations,
reports, statements, and other documents required to be filed with relevant taxing authorities in respect to taxes.
(cc) Data. The
statistical, industry-related and market-related data included in the Registration Statement and the Prospectus are based on or derived
from sources which the Company reasonably and in good faith believes are reliable and accurate, and such data agree with the sources from
which they are derived. The Company has obtained the consent required for the inclusion of such statistical, industry-related and market-related
data in each of the Registration Statement and the Prospectus to the extent necessary.
(dd) The Company’s
Board of Directors has an audit committee whose composition satisfies the requirements of the rules and regulations of Nasdaq and
the Board of Directors and/or audit committee has adopted a charter that satisfies the requirements of the rules and regulations
of Nasdaq. Except as disclosed in the Registration Statement and the Prospectus, neither the Board of Directors nor the audit committee
has been informed, nor is any director of the Company aware, of any significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to
record, process, summarize and report financial information.
(ee) Neither the Company
nor the Subsidiaries has, prior to the date hereof, made any offer or sale of any securities which are required to be “integrated”
pursuant to the Act or the Regulations with the offer and sale of the Underwriter pursuant to the Registration Statement. Except as disclosed
in the Registration Statement, neither the Company nor the Subsidiaries has sold or issued any Class A Ordinary Shares or any securities
convertible into, exercisable or exchangeable for Class A Ordinary Shares, or other equity securities, or any rights to acquire any
Class A Ordinary Shares or other equity securities of the Company, during the six-month period preceding the date of the Prospectus,
including but not limited to any sales pursuant to Rule 144A or Regulation D or S under the Act, other than Class A Ordinary
Shares issued pursuant to employee benefit plans, qualified stock option plans or the employee compensation plans or pursuant to outstanding
options, rights or warrants as described in the Registration Statement.
(ff) PRC Representation
and Warranties.
(i) Organization.
(1) Shanghai Zhima Information
Technology Co., Ltd. (“WFOE”) has been duly organized and is validly existing as a company under the laws of the PRC,
and its business license is in full force and effect; WFOE has been duly qualified as a foreign invested enterprise with the following
approvals and certificates: (A) Certificate of Filing and (B) Business License. 100% of the equity interests of WFOE are owned,
through DragonSoft Group (China) Limited (“NetClass HK”), by the Company as described in the Prospectus, and such equity
interests are free and clear of all liens, encumbrances, equities or claims; the bylaws, the business license and other constituent documents
of WFOE comply in all material respects with the requirements of applicable laws of the PRC and are in full force and effect; WFOE has
full power and authority (corporate and other) and all consents, approvals, authorizations, permits, licenses, orders, registrations,
clearances and qualifications of or with any governmental agency having jurisdiction over WFOE or any of its properties required for the
ownership or lease of property by it and the conduct of its business in accordance with its registered business scope, except for such
that would not reasonably be expected to have a Material Adverse Effect and has the legal right and authority to own, use, lease and operate
its assets and to conduct its business in the manner presently conducted and as described in the Prospectus; and the registered capital
of WFOE has not been paid, which does not violate the articles of association and applicable PRC Laws.
(2) Reserved
(3) Each of WFOE and
its subsidiaries has legal and valid title to all of its properties and assets, free and clear of all liens, charges, encumbrances, equities,
claims, options and restrictions; each lease agreement to which it is a party is duly executed and legally binding; its leasehold interests
are set forth in and governed by the terms of any lease agreements, and, to the best of the Company’s knowledge, such agreements
are valid, binding and enforceable in accordance with their respective terms under PRC law, except where the invalidity of such lease
agreements would not reasonably be expected to have a Material Adverse Effect on the Company or the Subsidiaries, taken as a whole; and,
neither of WFOE nor its subsidiary owns, operates, manages or has any other right or interest in any other material real property of any
kind, which would reasonably result in a Material Adverse Effect to the Company and the Subsidiaries, taken as a whole, except as described
in the Prospectus.
(ii) PRC Taxes.
Except as disclosed in the Registration Statement, the Disclosure Materials and Prospectus, including the risk factor set forth in “Risk
Factors—Risks Relating to Doing Business in the PRC—Risks Related to Doing Business in China – If we are classified
as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our
non-PRC shareholders.”, no transaction, stamp, capital or other issuance, registration, transaction, transfer or withholding
taxes or duties are payable in China, Hong Kong or the Cayman Islands to any Chinese, Hong Kong or Cayman Islands taxing authority in
connection with (A) the issuance, sale and delivery of the Securities to or for the account of the purchasers, and (B) the purchase
from the Company and the sale and delivery of the Securities to purchasers thereof, save that Cayman Islands stamp duty will be payable
on any document that is executed in, brought into or produced before a court of the Cayman Islands.
(iii) Dividends and
Distributions. Except as disclosed in the Registration Statement and Disclosure Materials, no Subsidiary of the Company is currently
prohibited or restricted, directly or indirectly, from paying any dividends to the Company, from making any other distribution on such
Subsidiary’s capital stock, from repaying to the Company any loans or advances to such Subsidiary from the Company or from transferring
any of such Subsidiary’s property or assets to the Company or any other Subsidiary of the Company.
(iv) Money Laundering.
The operations of the Company, its Subsidiaries are and have been conducted at all times in all material respects in compliance with applicable
financial recordkeeping and reporting requirements of money laundering statutes and the rules and regulations thereunder and any
related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money
Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any
arbitrator involving the Company, any of its Subsidiaries.
(v) Office of Foreign
Assets Control. None of the Company, any of its Subsidiaries, or, to the Company’s knowledge, any director, officer, or employee
of the Company, any of its Subsidiaries has conducted or entered into a contract to conduct any transaction with the governments or any
subdivision thereof, residents of, or any entity based or resident in the countries that are currently subject to any U.S. sanctions administered
by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); none of the Company, any of its Subsidiaries
is currently subject to any U.S. sanctions administered by OFAC (including but not limited to the designation as a “specially designated
national or blocked person” thereunder), the United Nations Security Council, or the European Union, or is located, organized or
resident in a country or territory that is the subject of OFAC-administered sanctions, including, without limitation, Burma/Myanmar, Cuba, Iran,
North Korea, Sudan and Syria; and the Company will not knowingly directly or indirectly use the proceeds of the offering, or lend, contribute
or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing
the activities of any person currently subject to any U.S. sanctions administered by OFAC.
(vi) No Immunity.
None of the Company, its Subsidiaries, or any of its or their properties or assets has any immunity from the jurisdiction of any court
or from any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution or otherwise)
under the laws of the Cayman Islands, Hong Kong, the PRC, New York or United States federal law; and, to the extent that the Company,
its Subsidiaries, or any of their respective properties, assets or revenues may have or may hereafter become entitled to any such right
of immunity in any such court in which proceedings may at any time be commenced, each of the Company and its Subsidiaries waives or will
waive such right to the extent permitted by law and has consented to such relief and enforcement under New York law as provided under
this Agreement.
(vii) Dividends
or Distributions. Except as disclosed in the Registration Statement and the Disclosure Materials, all dividends and other distributions
declared and payable on the Class A Ordinary Shares may, under the current laws of the Cayman Islands, be paid to the holders of
Securities in United States dollars and may be converted into foreign currency that may be transferred out of the Cayman Islands in accordance
with, and all such dividends and other distributions made to holders thereof or therein who are non-residents of the Cayman Islands, will
not be subject to income, withholding or other taxes under the laws of the Cayman Islands and may be paid without obtaining any approval
or license from or making any filing with any governmental authority in the Cayman Islands.
(vi) Not a PFIC.
Except as disclosed in the Disclosure Materials, Registration Statement and Prospectus, the Company does not expect that it will be treated
as a Passive Foreign Investment Company (“PFIC”) within the meaning of Section 1297 of the United States Internal
Revenue Code of 1986, as amended, for its current taxable year. The Company has no plan or intention to operate in such a manner that
would reasonably be expected to result in the Company becoming a PFIC in future taxable years.
(vii) Compliance
with SAFE Regulations. The Company has taken all reasonable steps to cause all of the Company’s shareholders and option holders
who are residents or citizens of the PRC, to comply with any applicable rules and regulations of the State Administration of Foreign
Exchange (SAFE) relating to such shareholders’ and option holders’ shareholding with the Company (the “SAFE
Rules and Regulations”), including, without limitation, taking reasonable steps to require each shareholder or option holder
that is, or is directly or indirectly owned or controlled by, a resident or citizen of the PRC to complete any registration and other
procedures required under applicable SAFE Rules and Regulations.
(viii) M&A and
CSRC Rules. The Company is aware of and has been advised as to the content of the Rules on Mergers and Acquisitions of Domestic
Enterprises by Foreign Investors jointly promulgated by the Ministry of Commerce, the State Assets Supervision and Administration Commission,
the State Tax Administration, the State Administration of Industry and Commerce, the China Securities Regulatory Commission (CSRC)
and SAFE on August 8, 2006 and amended on June 22, 2009 (the “M&A Rules”), in particular the relevant
provisions thereof that purport to require offshore special purpose vehicles formed for the purpose of obtaining a stock exchange listing
outside of the PRC and controlled directly or indirectly by companies or natural persons of the PRC, to obtain the approval of the CSRC
prior to the listing and trading of their securities on a stock exchange located outside of the PRC; the Company has received legal advice
specifically with respect to the M&A Rules from its PRC counsel and based on such legal advice, the Company confirms with the
Underwriter:
(1) Except as disclosed
in the Disclosure Materials, Registration Statement and the Prospectus, the issuance and sale of the Securities, the listing and trading
of the Securities on Nasdaq and the consummation of the transactions contemplated by this Agreement are not and will not be, as of the
date hereof or on the Closing Date, affected by the M&A Rules or any official clarifications, guidance, interpretations or implementation
rules in connection with or related to the M&A Rules, including the guidance and notices issued by the CSRC on September 8,
2006 and September 21, 2006, as amended (collectively, the “M&A Rules and Related Clarifications”).
(2) Except as disclosed
in the Disclosure Materials, Registration Statement and the Prospectus, as of the date hereof, the M&A Rules and Related Classifications
did not and do not require the Company to obtain the approval of the CSRC prior to the issuance and sale of the Securities, the listing
and trading of the Securities on Nasdaq, or the consummation of the transactions contemplated by this Agreement
(ix) Foreign Private
Issuer Status. The Company is a “foreign private issuer” within the meaning of Rule 405 under the Act.
(xii) Choice of Law.
Except as disclosed in the Disclosure Materials, Registration Statement and the Prospectus, the choice of law provision set forth in this
Agreement constitutes a legal and valid choice of law under the laws of the Cayman Islands, Hong Kong and the PRC and will be upheld by
the courts in the Cayman Islands, Hong Kong and the PRC, subject to compliance with relevant civil procedural requirements (that do not
involve a re-examination of the merits of the claim) in the Cayman Islands, Hong Kong and the PRC. The Company has the power to submit,
and pursuant to Section 14 of this Agreement, has legally, validly, effectively and submitted, to the personal jurisdiction
of each of the New York Courts, and the Company has the power to designate, appoint and authorize, and pursuant to Section 14 of
this Agreement, has legally, validly, effectively and irrevocably designated, appointed an authorized agent for service of process in
any action arising out of or relating to this Agreement or the Securities in any New York Court, and service of process effected on such
authorized agent will be effective to confer valid personal jurisdiction over the Company as provided in Section 14 of
this Agreement.
(xiii) Enforcement
of Judgments. Any final and conclusive monetary judgment for a definite sum obtained against the Company in a New York Court in respect
of this Agreement would be treated by the courts of the Cayman Islands as a cause of action in itself and sued upon as a debt at common
law so that no retrial of the issues would be necessary; provided that (A) the New York Court had jurisdiction in the matter and
the Company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served
with process; (B) the judgment given by the New York Court was not in respect of penalties, fines, taxes or similar fiscal or revenue
obligations; (C) in obtaining judgment there was no fraud on the part of the person in whose favour judgment was given or on the
part of the New York Court; (D) recognition or enforcement in the Cayman Islands would not be contrary to public policy; and (E) the
proceedings pursuant to which judgment was obtained were not contrary to the principles of natural justice.
(gg) MD&A.
The section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the
Preliminary Prospectus included in the Disclosure Materials and the Prospectus accurately and fully describes in all material respects
(A) accounting policies that the Company believes are the most important in the portrayal of the Company’s financial condition
and results of operations and that require management’s most difficult, subjective or complex judgments (“Critical Accounting
Policies”); (B) judgments and uncertainties affecting the application of the Critical Accounting Policies; and (C) the
likelihood that materially different amounts would be reported under different conditions or using different assumptions and an explanation
thereof; and the Company’s management have reviewed and agreed with the selection, application and disclosure of the Critical Accounting
Policies as described in the Disclosure Materials and the Prospectus and have consulted with its independent accountants with regard to
such disclosure.
(hh) RESERVED.
3. Offering. Upon authorization
of the release of the Securities by the Underwriters, the Underwriters intend to offer the Securities for sale to the public upon the
terms and conditions set forth in the Prospectus.
4. Covenants of the Company.
The Company acknowledges, covenants and agrees with the Underwriter that:
(a) The Registration
Statement has been declared effective, and if Rule 430A is used or the filing of the Prospectus is otherwise required under Rule 424(b),
the Company will file the Prospectus (properly completed if Rule 430A has been used) pursuant to Rule 424(b) within the
prescribed time period and will provide evidence satisfactory to the Underwriter of such timely filing.
(b) During the period
beginning on the date hereof and ending on the later of the Closing Date or such date as, in the reasonable opinion of Underwriter’s
Counsel, the Prospectus is no longer required by law to be delivered (or in lieu thereof the notice referred to in Rule 173(a) under
the Act is no longer required to be provided) in connection with sales by an underwriter or dealer (the “Prospectus Delivery
Period”), prior to amending or supplementing the Registration Statement, the General Disclosure Package or the Prospectus, the
Company shall furnish to the Underwriter and Underwriter’s Counsel for review a copy of each such proposed amendment or supplement,
and the Company shall not file any such proposed amendment or supplement to which the Underwriter reasonably objects within 36 hours of
delivery thereof to Underwriter’s Counsel. The term “General Disclosure Package” means, collectively, the Issuer Free
Writing Prospectus(es) (as defined below) issued at or prior to the date hereof, the most recent preliminary prospectus related to this
offering, and the information included on Schedule A hereto.
(c) After the date of
this Agreement, the Company shall promptly advise the Underwriter in writing of: (i) the receipt of any comments of, or requests
for additional or supplemental information from, the Commission; (ii) the time and date of any filing of any amendment or supplement
to any prospectus, the General Disclosure Package or the Prospectus; (iii) the time and date that the Registration Statement becomes
effective; and (iv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or
of any order preventing or suspending its use or the use of any prospectus, the General Disclosure Package, the Prospectus or any issuer
free writing prospectus as defined in Rule 433 of the Regulations (the “Issuer Free Writing Prospectus”), or the
initiation of any proceedings to remove, suspend or terminate from listing the Shares from any securities exchange upon which the Shares
are listed for trading, or of the threatening of initiation of any proceedings for any of such purposes. If the Commission shall enter
any such stop order at any time, the Company will use its reasonable efforts to obtain the lifting of such order at the earliest possible
moment. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b), 430A and 430B, as applicable,
under the Act and will use its reasonable efforts to confirm that any filings made by the Company under Rule 424(b) or Rule 433
were received in a timely manner by the Commission (without reliance on Rule 424(b)(8) or Rule 164(b)).
(d) (i) During
the Prospectus Delivery Period, the Company will comply in all material respects with all requirements imposed upon it by the Act as now
in effect and as may be hereafter amended, and by the Regulations, as from time to time in force, so far as necessary to permit the continuance
of sales of or dealings in the Securities as contemplated by the provisions hereof, the General Disclosure Package, the Registration Statement,
and the Prospectus. If during such period any event or development occurs as a result of which the Prospectus (or if the Prospectus is
not yet available to prospective purchasers, the General Disclosure Package) would include an untrue statement of a material fact or omit
to state a material fact necessary to make the statements therein, in light of the circumstances then existing, not misleading, or if
during such period it is necessary or appropriate in the opinion of the Company or its counsel or the Underwriter or Underwriter’s
Counsel to amend the Registration Statement or supplement the Prospectus (or if the Prospectus is not yet available to prospective purchasers,
the General Disclosure Package) to comply with the Act, the Company will promptly notify the Underwriter and will promptly amend the Registration
Statement or supplement the Prospectus (or if the Prospectus is not yet available to prospective purchasers, the General Disclosure Package)
or file such document (at the expense of the Company) so as to correct such statement or omission or effect such compliance.
(ii) If at any time
following the issuance of an Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free
Writing Prospectus would conflict with the information contained in the Registration Statement or the Prospectus or would include an untrue
statement of a material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the
circumstances there existing, not misleading, the Company will promptly notify the Representative and will promptly amend or supplement,
at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.
(e) The Company will
deliver to the Underwriters and Underwriters’ Counsel a copy of the Registration Statement, as initially filed, and all amendments
thereto, including all consents and exhibits filed therewith, and will maintain in the Company’s files manually signed copies of
such documents for at least five (5) years after the date of filing thereof. The Company will promptly deliver to the Underwriters
such number of copies of any Preliminary Prospectus, the Prospectus, the Registration Statement and all amendments of and supplements
to such documents, if any, and all documents which are exhibits to the Registration Statement and any Preliminary Prospectus or Prospectus
or any amendment thereof or supplement thereto, as the Underwriters may reasonably request. On the Business Day next succeeding the date
of this Agreement, and from time to time thereafter, the Company will furnish to the Underwriters copies of the Prospectus in such quantities
as the Underwriters may reasonably request.
(f) The Company consents
to the use and delivery of the Preliminary Prospectus by the Underwriters in accordance with Rule 430 and Section 5(b) of
the Act.
(g) If the Company elects
to rely on Rule 462(b) under the Act, the Company shall both file a Rule 462(b) Registration Statement with the Commission
in compliance with Rule 462(b) by the earlier of: (i) 10:00 P.M., Eastern time, on the date of this Agreement, and (ii) the
time that confirmations are given or sent, as specified by Rule 462(b)(2), and pay the applicable fees in accordance with Rule 111
of the Act.
(h) The Company will
use its reasonable best efforts, in cooperation with the Underwriters, at or prior to the time of effectiveness of the Registration Statement,
to qualify the Securities for offering and sale under the securities laws relating to the offering or sale of the Securities of such jurisdictions
as the Underwriters may reasonably designate and to maintain such qualifications in effect for so long as required for the distribution
thereof; except that in no event shall the Company be obligated in connection therewith to qualify as a foreign corporation or to execute
a general consent to service of process or to subject itself to taxation if it is otherwise not so subject.
(i) The Company will
make generally available (which includes filings pursuant to the Exchange Act made publicly through the Electronic Data Gathering, Analysis
and Retrieval (“EDGAR”) system) to its security holders as soon as practicable, but in any event not later than four
months and fifteen days after the end of the Company’s current fiscal year, an earnings statement (which need not be audited) covering
a 12-month period that shall satisfy the provisions of Section 11(a) of the Act and Rule 158 of the Regulations.
(j) Except with respect
to (i) the Securities to be sold hereunder, (ii) the issuance by the Company of Securities upon the exercise of an option or
warrant or the conversion of a security outstanding on the date hereof of, provided that the Representative has been advised in writing
of such issuance prior to the date hereof, (iii) the issuance by the Company of option to purchase or shares of Securities, capital
stock or restricted stock of the Company under any stock compensation plan of the Company outstanding on the date hereof, (iv) any
registration statement on Form S-8, or (v) the issuance of securities in connection with mergers, acquisitions, joint ventures,
licensing arrangements or any other similar non-capital raising transactions provided such shares are not registered pursuant to a registrations
statement during the 180 days following the Closing Date, the Company or any successor to the Company shall not undertake any public
or private offerings of any equity securities of the Company (including equity-linked securities) without the prior written consent of
the Underwriters, which shall not be unreasonably withheld.
(k) Following the date
of the Prospectus, any of the entities and individuals listed on Schedule B hereto (the “Lock-Up Parties”),
without the prior written consent of the Representative, shall not sell or otherwise dispose of any securities of the Company, except
for such number of Class A Ordinary Shares registered for resale under the Registration Statement, whether publicly or in a private
placement, during the period that their respective lock-up agreements are in effect. The Company will deliver to the Underwriter the agreements
of the Lock-Up Parties to the foregoing effect prior to the Closing Date, which agreements shall be substantially in the form attached
hereto as Annex I.
(l) The Company will
not issue press releases or engage in any other publicity without the Representative’s prior written consent, for a period ending
at 5:00 P.M., Eastern time, on the first Business Day following the forty-fifth (45th) day following the Closing Date, other than normal
and customary releases issued in the ordinary course of the Company’s business, or as required by law.
(m) The Company will
apply the net proceeds from the sale of the Securities substantially in the manner set forth under the caption “Use of Proceeds”
in the Prospectus. Without the prior written consent of the Representative, except as disclosed in the Registration Statement, the General
Disclosure Package and the Prospectus, no proceeds of the Offering will be used to pay outstanding loans from officers, directors or shareholders
or to pay any accrued salaries or bonuses to any employees or former employees.
(n) The Company will
use its reasonable best efforts to effect and maintain the listing of the Shares on the NASDAQ Capital Market or other Trading Market
for at least two (2) years after the Effective Date, unless such listing is terminated as a result of a transaction approved by the
holders of a majority of the voting securities of the Company. If the Company fails to maintain such listing of its Shares on the NASDAQ
Capital Market or other Trading Market, for a period of two (2) years from the Effective Date, the Company, at its expense, shall
obtain and keep current a listing of such securities in the Standard & Poor’s Corporation Records Services or Mergent’s
Industrial Manual; provided that Mergent’s OTC Industrial Manual is not sufficient for these purposes. “Trading Market”
means any of the following markets or exchanges on which the Class A Ordinary Shares is listed or quoted for trading on the date
in question: the NYSE American, the Nasdaq Stock Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock
Exchange (or any successors to any of the foregoing).
(o) The Company will
use its reasonable best efforts to do and perform all things required to be done or performed under this Agreement by the Company prior
to the Closing Date, and to satisfy all conditions precedent to the delivery of the Securities.
(p) The Company will
not take, and will cause its affiliates not to take, directly or indirectly, any action which constitutes or is designed to cause or result
in, or which could reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security
to facilitate the sale or resale of any of the Securities.
(q) The Company shall
cause to be prepared and delivered to the Underwriters, at its expense, within two (2) Business Days from the date of this Agreement,
an Electronic Prospectus to be used by the Underwriters in connection with the Offering. As used herein, the term “Electronic Prospectus”
means a form of prospectus, and any amendment or supplement thereto, that meets each of the following conditions: (i) it shall be
encoded in an electronic format, satisfactory to the Underwriters, that may be transmitted electronically by the Underwriters to offerees
and purchasers of the Securities for at least the period during which a Prospectus relating to the Securities is required to be delivered
under the Act or the Exchange Act; (ii) it shall disclose the same information as the paper prospectus and prospectus filed pursuant
to EDGAR, except to the extent that graphic and image material cannot be disseminated electronically, in which case such graphic and
image material shall be replaced in the electronic prospectus with a fair and accurate narrative description or tabular representation
of such material, as appropriate; and (iii) it shall be in or convertible into a paper format or an electronic format, satisfactory
to the Underwriters, that will allow recipients thereof to store and have continuously ready access to the prospectus at any future time,
without charge to such recipients (other than any fee charged for subscription to the Internet as a whole and for online time).
(r) RESERVED
5. Representations and Warranties
of the Underwriters.
Each Underwriter, severally
and not jointly, represents and agrees that, unless it obtains the prior written consent of the Company, it has not made and will not
make any offer relating to the Securities that would constitute a “free writing prospectus,” as defined in Rule 405 under
the Act, required to be filed with the Commission; provided that the prior written consent of the parties hereto shall
be deemed to have been given in respect of the free writing prospectuses included in Schedule C. Any such free writing prospectus
consented to by such Underwriter is herein referred to as a “Permitted Free Writing Prospectus.” Each Underwriter, severally
and not jointly, represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer
free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable
to any Permitted Free Writing Prospectus, including timely Commission filing where required, legending and record keeping.
6. Consideration; Payment of Expenses.
(a) In consideration
of the services to be provided for hereunder, the Company shall pay to the Underwriters or its designee(s) the following compensation
(or pro rata portion thereof, if applicable) with respect to the Securities purchased from the Company in this Offering:
(i) an underwriting discount
equal to seven and one half percent (7.5%) of the aggregate gross proceeds raised in the Offering;
(ii) a non-accountable
expense allowance of one percent (1%) of the gross proceeds of the Offering;
(iii) an accountable
expense allowance of up to $250,000, of which $160,000 has already been paid to Revere Securities LLC as an advance against accountable
expenses;
(iv) an advisory fee
of $200,000 payable at the closing of the offering in connection with the Underwriters providing the Company with advisory services (“Services”),
which services shall include:
a) Advice on addressing institutional
investors not already known to the Company;
b) Advisory services to expand
the shareholder base of the Company and to meet listing requirements;
c) Non-deal road show services
as requested to introduce the Company to institutional investors throughout Europe and North America; and
d) Advice in regard to meeting
the Company’s initial and continued listing requirements on Nasdaq, including monitoring shareholder counts (including the number
of round lot holders) and providing such certifications and information to Nasdaq as may be necessary or requested with respect to the
share holdings of accounts and customers of Revere.
e) Advice including without
limitation: analysis on product, technology, market, customers and demands, supply chain as well as competitor(s); future outlook regarding
both international and domestic financial markets; assistance with IPO related issues; other incidental services upon the Company’s
reasonable request.
For the avoidance of doubt,
the Services which are to be provided by the Underwriters do not include the provision of tax, legal, regulatory, actuarial or other specialist
or strategic advice or the provision of any other services and the Underwriters does not assume liability or responsibility for any such
advice in connection with the provision of the Services. The term of the Services shall begin on the closing date for the offering and
shall end twelve months thereafter.
(iv) The Representative
reserves the right to reduce any item of compensation or adjust the terms thereof as specified herein in the event that a determination
shall be made by FINRA to the effect that the Underwriter’s aggregate compensation is in excess of FINRA Rules or that the
terms thereof require adjustment.
(v) Whether or not the
transactions contemplated by this Agreement, the Registration Statement and the Prospectus are consummated or this Agreement is terminated,
the Company hereby agrees to pay all costs and expenses incident to the Offering, including the following:
| |
(a) |
the costs of preparing, printing and filing the Registration Statement with the SEC, amendments and supplements thereto, and post effective amendments, as well as the filing with FINRA, and payment of all necessary fees in connection therewith and the printing of a sufficient quantity of preliminary and final prospectuses as the Underwriters may reasonably request; |
| |
(b) |
the costs of preparing, printing and delivering exhibits thereto, in such quantities as the Underwriters may reasonably request; |
| |
(c) |
all fees, expenses and disbursements relating to the registration, qualification or exemption of securities offered under the securities laws of foreign jurisdictions designated by the Underwriters; |
| |
(e) |
and accountants for the Company, including fees associated with any blue sky filings where applicable; |
| |
(f) |
fees associated with the Company's transfer agent; |
| |
(g) |
fees, if necessary, associated with translation services; |
| |
(h) |
expenses related to road shows; |
| |
(i) |
the costs of any pre-approved due diligence meetings; |
(vi) It is understood,
however, that except as provided in this Section 6, and Sections 8, 9 and 11(d) hereof,
the Underwriters will pay all of their own costs and expenses. Notwithstanding anything to the contrary in this Section 6,
in the event that this Agreement is terminated pursuant to Section 11(b) hereof, or subsequent to a Material Adverse
Change, the Company will pay $250,000, less any advances previously paid which as of the date hereof is $160,000 as an advance to be applied
towards the accountable expenses allowance (the “Advance”). On the Closing Date, the Company shall pay the Underwriters
$90,000, such that as of the Closing Date the Company shall have paid the Underwriters a total of no more than $250,000 in respect of
such accountable expenses pursuant to this Section 6(e). All documented out-of-pocket expenses of the Underwriters (including but
not limited to tombstone, fees and disbursements of Underwriters’ Counsel, and reasonable and accountable travel) incurred in connection
herewith which shall be limited to expenses which are actually incurred as allowed under FINRA Rule 5110(g)(4)(A) and in any
event, the aggregate amount of such expenses to be reimbursed by the Company shall not exceed $250,000, including the Advances. To the
extent that the Underwriters’ out-of-pocket expenses are less than the Advance, the Underwriters will return to the Company that
portion of the Advances not offset by actual expenses, regardless of whether the offering is terminated.
7. Conditions of Underwriters’
Obligations. The obligations of the Underwriters to purchase and pay for the Firm Shares as provided herein shall be subject to: (i) the
accuracy of the representations and warranties of the Company herein contained, as of the date hereof and as of the Closing Date, (ii) the
absence from any certificates, opinions, written statements or letters furnished to the Underwriters or to Underwriters’ Counsel
pursuant to this Section 7 of any misstatement or omission, (iii) the performance by the Company of its obligations
hereunder, and (iv) each of the following additional conditions. For purposes of this Section 7, the terms “Closing
Date” and “Closing” shall refer to the Closing Date for the Firm Shares and each of the foregoing and following conditions
must be satisfied as of each Closing.
(a) If the Company
shall have elected to rely upon Rule 430A under the Act, the Prospectus shall have been filed with the Commission in a timely fashion
in accordance with the terms thereof and a form of the Prospectus containing information relating to the description of the Securities
and the method of distribution and similar matters shall have been filed with the Commission pursuant to Rule 424(b) within
the applicable time period; and, at or prior to the Closing Date and the actual time of the Closing, no stop order suspending or preventing
the use of the General Disclosure Package, the Prospectus or any Issuer Free Writing Prospectus shall have been issued; no proceedings
for the issuance of such an order shall have been initiated or threatened; all requests of the Commission for additional information (to
be included in the Registration Statement, the General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus or otherwise)
shall have been complied with to the Representative’s satisfaction.
(b) The Representative
shall not have reasonably determined, and advised the Company, that the Registration Statement, the General Disclosure Package or the
Prospectus, or any amendment thereof or supplement thereto, or any Issuer Free Writing Prospectus, contains an untrue statement of fact
which, in the Representative reasonable opinion, is material, or omits to state a fact which, in the Representative’s reasonable
opinion, is material and is required to be stated therein or necessary to make the statements therein not misleading.
(c) The Underwriters
shall have received legal opinions, in form and substance reasonably satisfactory to the Underwriters and Underwriters’ Counsel
of (i) Harney Westwood & Riegels, the Cayman Islands counsel to the Company dated as of the Closing Date and addressed to
the Underwriters, (ii) Ortoli Rosenstadt LLP, U.S. legal counsel for the Company, dated as of the Closing Date and addressed to the
Underwriters; and (iii) Grandall Law Firm, PRC legal counsel to the Company, dated as of the Closing Date and addressed to the Company.
(d) The Underwriters
shall have received a certificate from the Chief Executive Officer and Chief Financial Officer of the Company, dated as of the Closing
Date, to the effect that: (i) the conditions set forth in subsection (a) of this Section 7 have been satisfied,
(ii) as of the date hereof and as of the Closing Date, the representations and warranties of the Company set forth in Section 2 hereof
are accurate, (iii) as of the Closing Date, all agreements, conditions and obligations of the Company to be performed or complied
with hereunder on or prior thereto have been duly performed or complied with, (iv) except as disclosed in the Registration Statement,
the General Disclosure Package or the Prospectus, the Company has not sustained any material loss or interference with its businesses,
whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding, (v) no stop order suspending
the effectiveness of the Registration Statement has been issued and no proceedings therefor have been initiated or threatened by the Commission,
(vi) there are no pro forma or as adjusted financial statements that are required to be included in the Registration Statement and
the Prospectus pursuant to the Regulations which are not so included, and (vii) subsequent to the respective dates as of which information
is given in the Registration Statement and the Prospectus, there has not been any Material Adverse Change or any development involving
a prospective Material Adverse Change, whether or not arising from transactions in the ordinary course of business.
(e) At each of the Closing
Date and any Option Closing Date, the Underwriters shall have received a certificate of the Company signed by a duly authorized executive
officer of the Company, dated the Closing Date and Option Closing Date (if such date is other than the Closing Date), certifying: (i) that
the M&A has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors
approving the Offering are in full force and effect and have not been modified; (iii) the good standing of the Company; and (iv) as
to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate.
(f) On the date of this
Agreement and on the Closing Date, the Underwriters shall have received a “comfort” letter from Marcum as of each such date,
addressed to the Underwriter and in form and substance satisfactory to the Underwriters and Underwriters’ Counsel, confirming that
they are independent certified public accountants with respect to the Company within the meaning of the Act and all applicable Regulations,
and stating, as of such date (or, with respect to matters involving changes or developments since the respective dates as of which specified
financial information is given in the Prospectus, as of a date not more than five (5) days prior to such date), the conclusions and
findings of such firm with respect to the financial information and other matters relating to the Registration Statement covered by such
letter.
(g) Subsequent to the
execution and delivery of this Agreement and prior to the Closing Date or the Option Closing Date or, if earlier, the dates as of which
information is given in the Registration Statement (exclusive of any amendment thereof), and the Prospectus (exclusive of any supplement
thereto), there shall not have been any change in the capital stock or long-term debt of the Company or any change or development involving
a change, whether or not arising from transactions in the ordinary course of business, in the business, condition (financial or otherwise),
results of operations, shareholders’ equity, or properties of the Company, taken as a whole, including but not limited to the occurrence
of any fire, flood, storm, explosion, accident, act of war or terrorism or other calamity, the effect of which, in any such case described
above, is, in the reasonable judgment of the Underwriter, so material and adverse as to make it impracticable or inadvisable to proceed
with the sale of Securities or Offering as contemplated hereby.
(h) The Underwriters
shall have received a lock-up agreement from each Lock-Up Party, duly executed by the applicable Lock-Up Party, in each case substantially
in the form attached as Annex I.
(i) The Shares are registered
under the Exchange Act and, as of the Closing Date, the Shares shall be listed and admitted and authorized for trading on the NASDAQ Capital
Market and satisfactory evidence of such action shall have been provided to the Underwriter. The Company shall have taken no action designed
to terminate, or likely to have the effect of terminating, the registration of the Shares under the Exchange Act or delisting or suspending
the Shares from trading on the NASDAQ Capital Market, nor will the Company have received any information suggesting that the Commission
or the NASDAQ Capital Market is contemplating terminating such registration or listing. The Firm Shares and the Additional Shares shall
be DTC eligible.
(j) FINRA shall have
confirmed that it has not raised any objection with respect to the fairness and reasonableness of the underwriting terms and arrangements.
(k) No action shall
have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign
governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction
or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale
of the Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the
Company.
(l) The Company shall
have furnished the Underwriters and Underwriters’ Counsel with such other certificates, opinions or documents as they may have reasonably
requested.
8. Indemnification.
(a) The Company agrees
to indemnify and hold harmless the Underwriters and each Person, if any, who controls the Underwriters within the meaning of Section 15
of the Act or Section 20 of the Exchange Act, against any losses, liabilities, claims, damages and expenses whatsoever, as incurred
(including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in investigating,
preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts paid in settlement
of any claim or litigation), joint or several, to which they or any of them may become subject under the Act, the Exchange Act or otherwise
(including in settlement of any litigation if such settlement is effected with the written consent of the Company), insofar as such losses,
liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon: (i) an untrue statement
or alleged untrue statement of a material fact contained in (A) the Registration Statement, including the information deemed to be
a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the
Regulations, any Preliminary Prospectus, the General Disclosure Package, the Prospectus, or any amendment or supplement to any of them
or (B) any Issuer Free Writing Prospectus or any materials or information provided to investors by, or with the approval of, the
Company in connection with the marketing of the offering of the Securities (“Marketing Materials”), including any road
show or investor presentations made to investors by the Company (whether in person or electronically), or arise out of or are based upon
the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein
not misleading and will reimburse such indemnified party for any legal or other expenses reasonably incurred by it in connection with
investigations or defending against such losses, liabilities, claims, damages or expenses (or actions in respect thereof); or (ii) in
whole or in part upon any inaccuracy in the representations and warranties of the Company contained herein; or (iii) in whole or
in part upon any failure of the Company to perform its obligations hereunder; provided, however, that the Company shall not
be liable in any such case to the extent that any such loss, liability, claim, damage or expense (or action in respect thereof) arises
out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement
any Preliminary Prospectus, the General Disclosure Package, the Prospectus, or any such amendment or supplement to any of them, or any
Issuer Free Writing Prospectus or any Marketing Materials in reliance upon and in conformity with the Underwriters’ Information.
(b) Each Underwriter,
severally and not jointly, agrees to indemnify and hold harmless the Company, each of the directors of the Company, each of the officers
of the Company who shall have signed the Registration Statement, and each other Person, if any, who controls the Company within the meaning
of Section 15 of the Act or Section 20 of the Exchange Act, against any losses, liabilities, claims, damages and expenses whatsoever,
as incurred (including but not limited to reasonable attorneys’ fees and any and all reasonable expenses whatsoever, incurred in
investigating, preparing or defending against any litigation, commenced or threatened, or any claim whatsoever, and any and all amounts
paid in settlement of any claim or litigation), joint or several, to which they or any of them may become subject under the Act, the Exchange
Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of the Underwriter),
insofar as such losses, liabilities, claims, damages or expenses (or actions in respect thereof) arise out of or are based upon an untrue
statement or alleged untrue statement of a material fact contained in the Registration Statement, at the time of effectiveness and at
any subsequent time pursuant to Rules 430A and 430B of the Regulations, any Preliminary Prospectus, the General Disclosure Package,
the Prospectus, any amendment or supplement to any of them or any Marketing Materials, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading,
and will reimburse such indemnified party for any legal or other expenses reasonably incurred by it in connection with investigating or
defending against such losses, liabilities, claims, damages or expenses (or actions in respect thereof), in each case to the extent, but
only to the extent, that any such loss, liability, claim, damage or expense (or action in respect thereof) arises out of or is based upon
any such untrue statement or alleged untrue statement or omission or alleged omission made in the Underwriters’ Information.
(c) Promptly after receipt
by an indemnified party under subsection (a) or (b) above of notice of any claim or the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify each party against
whom indemnification is to be sought in writing thereof (but the failure so to notify an indemnifying party shall not relieve the indemnifying
party from any liability which it may have under this Section 8 to the extent that it is not materially prejudiced as a
result thereof and in any event shall not relieve it from any liability that such indemnifying party may have otherwise than on account
of the indemnity agreement hereunder). In case any such claim or action is brought against any indemnified party, and it so notifies an
indemnifying party thereof, the indemnifying party will be entitled to participate at its own expense in the defense of such action, and
to the extent it may elect by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof with counsel satisfactory to such indemnified party; provided however, that
counsel to the indemnifying party shall not (except with the written consent of the indemnified party) also be counsel to the indemnified
party. Notwithstanding the foregoing, the indemnified party or parties shall have the right to employ its or their own counsel in any
such case, but the fees and expenses of such counsel shall be at the expense of such indemnified party or parties unless: (i) the
employment of such counsel shall have been authorized in writing by one of the indemnifying parties in connection with the defense of
such action; (ii) the indemnifying parties shall not have employed counsel to have charge of the defense of such action within a
reasonable time after notice of the claim or the commencement of the action; (iii) the indemnifying party does not diligently defend
the action after assumption of the defense; or (iv) such indemnified party or parties shall have reasonably concluded that a conflict
may arise between the positions of the indemnifying party and the indemnified party, or any of them, in conducting the defense of any
such action or there may be legal defenses available to it or them which are different from or additional to those available to any of
the indemnifying parties (in which case the indemnifying parties shall not have the right to direct the defense of such action on behalf
of the indemnified party or parties), in any of which events such fees and expenses shall be borne by the indemnifying parties and shall
be paid as incurred. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party
in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the fees and expenses of more than one
separate firm (in addition to any local counsel) of the indemnified party or parties unless such separate representations are required
under applicable ethics rules that govern the representations of the indemnified party or parties by such legal counsel. In the case
of any separate firm for the Underwriter and such control persons and affiliates of any Underwriter, such firm shall be designated in
writing by the Underwriter. In the case of more than one separate firm (in addition to any local counsel) for the Company, and such directors,
officers and control persons of the Company, such firm shall be designated in writing by the Company. No indemnifying party shall, without
the prior written consent of the indemnified parties, effect any settlement or compromise of, or consent to the entry of judgment with
respect to, any pending or threatened claim, investigation, action or proceeding in respect of which indemnity or contribution may be
or could have been sought by an indemnified party under this Section 8 or Section 9 hereof (whether or not
the indemnified party is an actual or potential party thereto), unless (x) such settlement, compromise or judgment (i) includes
an unconditional release of the indemnified party from all liability arising out of such claim, investigation, action or proceeding and
(ii) does not include a statement as to or an admission of fault, culpability or any failure to act, by or on behalf of the indemnified
party, and (y) the indemnifying party confirms in writing its indemnification obligations hereunder with respect to such settlement,
compromise or judgment.
9. Contribution. In
order to provide for contribution in circumstances in which the indemnification provided for in Section 8 is for any reason
held to be unavailable from any indemnifying party or is insufficient to hold harmless a party indemnified thereunder, the Company and
the Underwriter shall contribute to the aggregate losses, claims, damages, liabilities and expenses of the nature contemplated by such
indemnification provision (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement
of, any action, suit or proceeding or any claims asserted, but after deducting in the case of losses, claims, damages, liabilities and
expenses suffered by the Company, any contribution received by the Company from Persons, other than the Underwriter, who may also be liable
for contribution, including Persons who control the Company within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act, officers of the Company who signed the Registration Statement and directors of the Company), as incurred, to which the Company
and one or more of the Underwriter may be subject, in such proportions as is appropriate to reflect the relative benefits received by
the Company on the one hand and the Underwriter on the other hand from the Offering and sale of the Securities or, if such allocation
is not permitted by applicable law, in such proportions as are appropriate to reflect not only the relative benefits referred to above
but also the relative fault of the Company and the Underwriter in connection with the statements or omissions which resulted in such losses,
claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the
Company and the Underwriter shall be deemed to be in the same proportion as (x) the total proceeds from the Offering (net of underwriting
discount and commission but before deducting expenses) received by the Company bears to (y) the underwriting discount and commissions
received by the Underwriter, in each case as set forth in the table on the cover page of the Prospectus. The relative fault of the
Company and the Underwriter shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of
a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Underwriter
and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.
The Company and the Underwriter agree that it would not be just and equitable if contribution pursuant to this Section 9 were
determined by pro rata allocation (even if the Underwriter were treated as one entity for such purpose) or by any other method
of allocation which does not take account of the equitable considerations referred to above in this Section 9. The aggregate
amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 9 shall
be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending
against any litigation, or any investigation or proceeding by any judicial, regulatory or other legal or governmental agency or body,
commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.
Notwithstanding the provisions of this Section 9: (i) no Underwriter shall be required to contribute any amount in excess
of the underwriting discounts applicable to the Securities underwritten by it and distributed to the public and (ii) no Person guilty
of fraudulent misrepresentation (within the meaning of Section 12(f) of the Act) shall be entitled to contribution from any
Person who was not guilty of fraudulent misrepresentation (within the meaning of Section 12(f) of the Act). For purposes of
this Section 9, each Person, if any, who controls an Underwriter within the meaning of Section 15 of the Act or Section 20
of the Exchange Act shall have the same rights to contribution as such Underwriter, and each Person, if any, who controls the Company
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, each officer of the Company who shall have signed
the Registration Statement and each director of the Company shall have the same rights to contribution as the Company, subject in each
case to clauses (i) and (ii) of the immediately preceding sentence. Any party entitled to contribution will, promptly after
receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may
be made against another party or parties, notify each party or parties from whom contribution may be sought, but the omission to so notify
such party or parties shall not relieve the party or parties from whom contribution may be sought from any obligation it or they may have
under this Section 9 or otherwise. As used herein, a “Person” refers to an individual or entity.
10. Survival of Representations
and Agreements. All representations, warranties, covenants and agreements of the Company and the Underwriters contained in this Agreement
or in certificates of officers of the Company submitted pursuant hereto, including, without limitation, the agreements contained in Sections
6, 14 and 15, the indemnity agreements contained in Section 8 and the contribution
agreements contained in Section 9, shall remain operative and in full force and effect regardless of any investigation
made by or on behalf of the Underwriters or any controlling Person thereof or by or on behalf of the Company, any of its officers or directors
or any controlling Person thereof, and shall survive delivery of and payment for the Securities to and by the Underwriters. The representations
and warranties contained in Section 2 and Section 5 and the covenants and agreements contained
in Sections 4, 6, 8, 9, 14 and 15 shall survive any termination
of this Agreement, including termination pursuant to Sections 11. For the avoidance of doubt, in the event of termination
the Underwriters will receive only out-of-pocket accountable expenses actually incurred subject to the limit in Section 11below,
in compliance with FINRA Rules 5110.
11. Effective Date of Agreement;
Termination.
(a) This Agreement shall
become effective upon the execution of this Agreement. Notwithstanding any termination of this Agreement, the provisions of this Section 12 and
of Sections 1, 4, 6, 8, 9, 14 and 15 shall
remain in full force and effect at all times after the execution hereof to the extent they are in compliance with FINRA Rule 5110.
(b) The Representative
shall have the right to terminate this Agreement at any time prior to the consummation of the Closing if: (i) any domestic or international
event or act or occurrence has materially disrupted, or in the reasonable opinion of the Representative will in the immediate future materially
disrupt, the market for the Company’s securities or securities in general; or (ii) trading on the New York Stock Exchange or
the NASDAQ Stock Market has been suspended or made subject to material limitations or minimum or maximum prices for trading have been
fixed, or maximum ranges for prices for securities have been required, on the NYSE Euronext or the NASDAQ Stock Market or by order of
the Commission, FINRA or any other governmental authority having jurisdiction; or (iii) a banking moratorium has been declared by
any state or federal authority or any material disruption in commercial banking or securities settlement or clearance services has occurred;
or (iv) (A) there has occurred any outbreak or escalation of hostilities or acts of terrorism involving the United States or
there is a declaration of a national emergency or war by the United States or (B) there has been any other calamity or crisis or
any change in political, financial or economic conditions, if the effect of any such event in (A) or (B), in the reasonable judgment
of the Underwriter, is so material and adverse that such event makes it impracticable or inadvisable to proceed with the offering, sale
and delivery of the Firm Shares on the terms and in the manner contemplated by the Prospectus.
(c) Except as otherwise
stated in this section, the Agreement may not be terminated by the Company shall have the right to terminate this Agreement at any time
prior to the consummation of the Closing prior to the completion of the Engagement Period, other than for “Cause.” “Cause,”
for the purpose of this Agreement, shall mean, as determined by a court of competent jurisdiction, willful misconduct, gross negligence
or a material breach of the Agreement by the Underwriters. In the event that the Company believes that the Underwriter has engaged conduct
constituting Cause, it must first notify the Underwriters in writing of the facts and circumstances supporting such an assertion(s) and
allow the Underwriters twenty five (25) days to cure such alleged conduct.
(d) Any notice of termination
pursuant to this Section 11 shall be in writing and delivered in accordance with Section 12.
(e) If this Agreement
shall be terminated pursuant to any of the provisions hereof (other than pursuant to Section 11(b) hereof), or if
the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriter set forth
herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or
comply with any provision hereof, the Company will, subject to demand by the Underwriters, reimburse the Underwriters for only those documented
out-of-pocket expenses (including the reasonable fees and expenses of their counsel), actually incurred by the Underwriters in connection
herewith as allowed under FINRA Rule 5110(g)(4)(A) less any amounts previously paid by the Company); provided, however, that
all such expenses, including the costs and expenses set forth in Section 6(d) which were actually paid, shall not
exceed $250,000 in the aggregate, including any advances.
12. Notices. All communications
hereunder, except as may be otherwise specifically provided herein, shall be in writing, and:
(a) if sent to the Representative,
shall be mailed, delivered, or emailed, to:
Newbridge Securities Corporation
1200 North Federal Highway,
Suite 400
Boca Raton, Florida 33432
Attention: Chad D. Champion, Senior
Managing Director, Head of Equity Capital Markets and Investment Banking
Email: cchampion@newbridgesecurities.com
with a copy to Underwriters’
Counsel at:
Sichenzia Ross Ference Carmel
LLP
1185 Avenue of the Americas,
31st Floor
New York, New York 10036
Attention:
Huan Lou, Esq.
Email: hlou@srfc.law
David B. Manno, Esq.
Email: dmanno@srfc.law
(b) if sent to the Company,
shall be mailed, delivered, or emailed, to the Company with a copy to its counsel, at the addresses set forth in the Registration Statement.
13 Parties; Limitation of Relationship.
This Agreement shall inure solely to the benefit of, and shall be binding upon, the Underwriters, the Company and the controlling Persons,
directors, officers, employees and agents referred to in Sections 8 and 9 hereof, and their respective
successors and assigns, and no other Person shall have or be construed to have any legal or equitable right, remedy or claim under or
in respect of or by virtue of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof
are intended to be for the sole and exclusive benefit of the parties hereto and such Persons and their respective successors and assigns,
and not for the benefit of any other Person. The term “successors and assigns” shall not include a purchaser, in its capacity
as such, of Securities from the Underwriters.
14. Governing Law. This Agreement
shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the conflict of laws
principles thereof. Each of the parties hereto hereby submits to the exclusive jurisdiction of the federal and state courts in the Borough
of Manhattan in The City of New York (each, a “New York Court”) in any suit or proceeding arising out of or relating to this
Agreement or the transactions contemplated hereby. Each of the parties hereto irrevocably waives any objection to the laying of venue
of any suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby in the New York Courts,
and irrevocably waives and agrees not to plead or claim in any such court that any such suit or proceeding in any such court has been
brought in an inconvenient forum. The Company irrevocably appoints Cogency Global Inc. , as its authorized agent (the “Authorized
Agent”) in the Borough of Manhattan in The City of New York, upon which process may be served in any such suit or proceeding, and
agrees that service of process in any manner permitted by applicable law upon such agent shall be deemed in every respect effective service
of process in any manner permitted by applicable law upon the Company in any such suit or proceeding. The Company further agrees to take
any and all actions as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period
of three years from the date of this Agreement.
15. Entire Agreement. This
Agreement, together with the schedules and annexes attached hereto and as the same may be amended from time to time in accordance with
the terms hereof, contains the entire agreement among the parties hereto relating to the subject matter hereof and there are no other
or further agreements outstanding not specifically mentioned herein. This Agreement supersedes any prior agreements or understandings
among or between the parties hereto, including the engagement entered into between the parties on February 27, 2024 and the assignment
and assumption agreement dated August 2, 2024.
16. Severability. If any term
or provision of this Agreement or the performance thereof shall be invalid or unenforceable to any extent, such invalidity or unenforceability
shall not affect or render invalid or unenforceable any other provision of this Agreement and this Agreement shall be valid and enforceable
to the fullest extent permitted by law.
17. Amendment. This Agreement
may only be amended by a written instrument executed by each of the parties hereto.
18. Waiver, etc. The
failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to
be a waiver of any such provision, nor to in any way affect the validity of this Agreement or any provision hereof or the right of any
of the parties hereto to thereafter enforce each and every provision of this Agreement. No waiver of any breach, non-compliance or non-fulfillment
of any of the provisions of this Agreement shall be effective unless set forth in a written instrument executed by the party or parties
against whom or which enforcement of such waiver may be sought; and no waiver of any such breach, non-compliance or non-fulfillment shall
be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.
19. No Fiduciary Relationship.
The Company hereby acknowledges that the Underwriters are acting solely as Underwriters in connection with the offering of the Company’s
Securities. The Company further acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by
this Agreement entered into on an arm’s-length basis and in no event do the parties intend that the Underwriters act or be responsible
as a fiduciary to the Company, its management, shareholders, creditors or any other person in connection with any activity that the Underwriters
may undertake or have undertaken in furtherance of the offering of the Company’s Securities, either before or after the date hereof.
The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions
contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement
to that effect. The Company hereby further confirms its understanding that the Underwriters have not assumed an advisory or fiduciary
responsibility in favor of the Company with respect to the Offering contemplated hereby or the process leading thereto, including, without
limitation, any negotiation related to the pricing of the Securities; and the Company has consulted its own legal and financial advisors
to the extent it has deemed appropriate in connection with this Agreement and the Offering. The Company and the Underwriters agree that
they are each responsible for making their own independent judgments with respect to any such transactions, and that any opinions or views
expressed by the Underwriters to the Company regarding such transactions, including but not limited to any opinions or views with respect
to the price or market for the Company’s securities, do not constitute advice or recommendations to the Company. The Company hereby
waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect
to any breach or alleged breach of any fiduciary or similar duty to the Company in connection with the transactions contemplated by this
Agreement or any matters leading up to such transactions.
20. Counterparts. This Agreement
may be executed in any number of counterparts, each of which shall be deemed to be an original, and all such counterparts shall together
constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or other electronic transmission
shall constitute valid and sufficient delivery thereof.
21. Headings. The headings
herein are inserted for convenience of reference only and are not intended to be part of, or to affect the meaning or interpretation of,
this Agreement.
22. Time is of the Essence.
Time shall be of the essence of this Agreement. As used herein, the term “Business Day” shall mean any day other than a Saturday,
Sunday or any day on which any of the major U.S. stock exchanges are not open for business.
[Signature Page Follows]
If the foregoing correctly sets forth your understanding,
please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement among us.
| Very truly yours, |
|
| |
|
| NETCLASS TECHNOLOGY INC |
|
| |
|
|
| By: |
|
|
| |
Name: |
Jianbiao Dai |
|
| |
Title: |
Chief Executive Officer |
|
Confirmed as of the date first written above mentioned,
on behalf of itself and as Representative of the several Underwriters named on Schedule A hereto:
| NEWBRIDGE SECURITIES CORPORATION |
|
| |
|
|
| By: |
|
|
| |
Name: |
|
|
| |
Title: |
|
|
[Signature Page to Underwriting Agreement]
SCHEDULE A
| Underwriter |
Total Number of Firm Shares to be Purchased |
| Newbridge Securities Corporation |
900,000 |
| Revere Securities LLC |
900,00 |
| TOTAL |
1,800,000 |
SCHEDULE B
Issuer General Use Free Writing Prospectuses
Free Writing Prospectus filed with the SEC on June 12, 2024 and linked
to here: https://www.sec.gov/Archives/edgar/data/1927578/000110465924070773/tm2416989d1_fwp.htm
SCHEDULE C
Lock-Up Parties
| Lock-Up Parties |
|
Lock-up Shares (Class A Shares) |
| Jainbiao Dai(1) |
|
0 |
| Yuxing Chen |
|
0 |
| Lina Chen |
|
0 |
| Xianghong Zhou |
|
|
| Angel Colon |
|
|
| Xiao Fu |
|
|
| Dragonsoft Holding Limited(1) |
|
6,369,500 |
| Lang Wide Investment Inc. |
|
3,685,500 |
| |
(1) |
Jianbiao Dai is the sole shareholder and sole director of Dragonsoft Holding Limited and is deemed the beneficial owner of the 6,369,500 Class A ordinary shares held by Dragonsoft Holding Limited. |
ANNEX I
Lock-Up Agreement
Newbridge Securities Corporation
1200 North Federal Highway, Suite 400
Boca Raton, FL 33432
Ladies and Gentlemen:
The undersigned understands that Newbridge Securities
Corporation (the “Underwriter”) proposes to enter into an Underwriting Agreement (the “Underwriting Agreement”)
with NETCLASS TECHNOLOGY INC, a Cayman Islands exempted company (the “Company”), providing for the initial public offering
in the United States (the “Initial Public Offering”) of a certain number of the Company’s Class A Ordinary
Shares, par value $0.00025 per share (the “Securities”). For purposes of this letter agreement, “Shares”
shall mean shares of the Company’s Class A Ordinary Shares.
To induce the Underwriter to continue its efforts
in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Underwriter, the
undersigned will not, during the period commencing on the date hereof and ending one hundred and eighty (180) days after the date of the
final prospectus (the “Prospectus”) relating to the Initial Public Offering (the “Lock-Up Period”),
(1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any
option or contract to sell, grant any option, right or warrant to purchase, make any short sale, or otherwise transfer or dispose of,
directly or indirectly, any Shares or any securities convertible into or exercisable or exchangeable for or represent the right to receive
Shares, whether now owned or hereafter acquired by the undersigned (collectively, the “Lock-Up Securities”); (2) enter
into any swap or other agreement that transfers to another, in whole or in part, any of the economic consequences of ownership of the
Lock-Up Securities, whether any such transaction described in clause (1) above or this clause (2) is to be settled by delivery
of Shares or such other securities, in cash or otherwise; (3) make any written demand for or exercise any right with respect to the
registration of any Shares or any security convertible into or exercisable or exchangeable for Shares; or (4) publicly disclose the
intention to do any of the foregoing, except for such number of Class A Ordinary Shares held by the undersigned and registered for
resale under the Registration Statement (as defined in the Underwriting Agreement).
Notwithstanding the foregoing, and subject to
the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Underwriter in connection
with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Initial Public
Offering; (b) transfers of Lock-Up Securities as a bona fide gift, by will or intestacy or to a family member or
trust for the benefit of the undersigned and/or one or more family members (for purposes of this lock-up agreement, “family member”
means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to
a charity or educational institution or other not-for-profit organization; (d) if the undersigned, directly or indirectly, controls
a corporation, partnership, limited liability company or other business entity, any transfers of Lock-Up Securities to any such corporation,
partnership, limited liability company or other business entity, or any shareholder, partner or member of, or owner of similar equity
interests in, the same, as the case may be; (e) a sale or surrender to the Company of any options or Shares of the Company underlying
options in order to pay the exercise price or taxes associated with the exercise of options or (f) transfers or distributions pursuant
to any bona fide third-party tender offer, merger, acquisition, consolidation or other similar transaction made to all
holders of the Company’s Shares involving a Change of Control of the Company, provided that in the event that such tender offer,
merger, acquisition, consolidation or other such transaction is not completed, the Lock-Up Securities held by the undersigned shall remain
subject to the provisions of this lock-up agreement; provided that in the case of any transfer pursuant to the foregoing
clauses (b), (c) or (d), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign
and deliver to the Underwriter a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under
Section 16(a) of the U.S. Securities Exchange Act of 1934, as amended shall be required or shall be voluntarily made (collectively,
“Permitted Transfers”). For purposes of this paragraph, the term “Change of Control” shall mean any transaction
or series of related transactions pursuant to which any “person” or “group” (as such terms are used in Sections
13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as such term is defined in Rules 13d-3
and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of the total voting power of the Shares of the Company on
a fully diluted basis. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer
agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement.
The undersigned agrees that, prior to engaging
in any transaction or taking any other action that is subject to the terms of this lock-up agreement (for the avoidance of doubt, excluding
any transaction or other action in connection with a Permitted Transfer) during the period from the date hereof to and including the [●]
day following the expiration of the initial Lock-Up Period, the undersigned will give notice thereof to the Company and will not consummate
any such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period has
expired.
The undersigned agrees that (i) the foregoing
restrictions shall be equally applicable to any issuer-directed or “friends and family” Shares that the undersigned may purchase
in the Initial Public Offering, (ii) at least three (3) business days before the effective date of any release or waiver of
the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Underwriter will notify the Company of the impending
release or waiver. Any release or waiver granted by the Underwriter hereunder to any such officer or director shall only be effective
two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the
release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration or in connection with any other
Permitted Transfer and (b) the transferee has agreed in writing to be bound by a lock-up agreement substantially in the form of this
lock-up agreement.
No provision in this agreement shall be deemed
to restrict or prohibit the exercise, exchange or conversion by the undersigned of any securities exercisable or exchangeable for or convertible
into Shares, as applicable; provided that the undersigned does not transfer the Shares acquired on such exercise, exchange
or conversion during the Lock-Up Period, unless in connection with a Permitted Transfer or in a transfer otherwise permitted pursuant
to the terms of this lock-up agreement. In addition, no provision herein shall be deemed to restrict or prohibit the entry into or modification
of a so-called “10b5-1” plan at any time (other than the entry into or modification of such a plan in such a manner as to
cause the sale of any Lock-Up Securities within the Lock-Up Period).
The undersigned understands that the Company and
the Underwriter are relying upon this lock-up agreement in proceeding toward consummation of the Initial Public Offering. The undersigned
further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal Underwriters,
successors and assigns.
The undersigned understands that, (1) if the Underwriting
Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall
terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder; (2) either the Underwriter, on
the one hand, or the Company, on the other hand, advising the other in writing, they have determined not to proceed with the Initial Public
Offering (as defined in the Underwriting Agreement); (3) the withdrawal of the Registration Statement (as defined in the Underwriting
Agreement), or (4) the Initial Public Offering has not closed by the termination date of the Initial Public Offering or such other date
as may be agreed as the final date of the Initial Public Offering if the Company and the Underwriter extend the Initial Public Offering,
then this lock-up agreement shall be void and of no further force or effect.
Whether or not the Initial Public Offering actually
occurs depends on a number of factors, including market conditions. The Initial Public Offering will only be made pursuant to an Underwriting
Agreement, the terms of which are subject to negotiation between the Company and the Underwriter.
This lock-up agreement shall be governed by and
construed in accordance with the internal laws of the State of New York, without regard to the conflict of laws principles thereof. Delivery
of a signed copy of this lock-up agreement by facsimile or e-mail/.pdf transmission shall be effective as the delivery of the original
hereof.
[SIGNATURE PAGE TO FOLLOW]
| Very truly yours, |
| |
| |
| (Signature) |
| |
| |
| Printed Name of Person Signing |
Exhibit 99.1
NETCLASS TECHNOLOGY INC. Announces Pricing of
Initial Public Offering
SHANGHAI and HONG KONG, December 13, 2024 –
NETCLASS TECHNOLOGY INC. (the “Company” or “NETCLASS”), a leading B2B smart education IT solutions provider with
offices in Shanghai, Hong Kong, and Singapore, today announced the pricing of its initial public offering (the “Offering”)
of 1,800,000 Class A ordinary shares at a public offering price of $5.00 per ordinary share, for total gross proceeds of $9,000,000, before
deducting underwriting discounts, commissions, and other related expenses. The ordinary shares have been approved for listing on the Nasdaq
Capital Market and are expected to commence trading on December 13, 2024, under the ticker symbol “NTCL.”
The Company has granted the underwriters a 45-day
option to purchase up to an additional 270,000 Class A ordinary shares at the initial public offering price, less underwriting discounts
to cover over-allotments, if any.
The Offering is being conducted on a firm commitment
basis. The Company intends to use the proceeds from the Offering for the courseware and online technology platform development, expansion
of application development service and subscription services, marketing and brand building, along with working capital and general corporate
purposes. The Offering is expected to close on or about December 16, 2024, subject to the satisfaction of customary closing conditions.
Newbridge Securities Corporation and Revere Securities,
LLC (the “Underwriters”) are acting as Underwriters to the Offering. Ortoli Rosenstadt LLP is acting as U.S. counsel to the
Company, and Sichenzia Ross Ference Carmel LLP is acting as U.S. counsel to Newbridge Securities Corporation, who is acting as the representative
of the Underwriters in connection with the Offering.
A registration statement on Form F-1 (File No.
333-278224) was filed with the Securities and Exchange Commission (“SEC”) and was declared effective by the SEC on December
12, 2024. A final prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s website at
www.sec.gov. Electronic copies of the final prospectus relating to this offering, when available, may be obtained from Newbridge Securities
Corporation, Attention: Equity Syndicate Department, 1200 North Federal Highway, Suite 400, Boca Raton, FL 33432, by email at syndicate@newbridgesecurities.com
or by telephone at (877) 447-9625.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction
in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction.
About NETCLASS TECHNOLOGY INC.
NETCLASS TECHNOLOGY INC. is a leading B2B smart
education specialist with offices in Shanghai, Hong Kong, and Singapore, providing innovative IT solutions to schools, training institutions,
corporations, public agencies, and other organizations. Our services include SaaS subscription services and application software development,
with solutions spanning teaching and campus management, online teaching, examinations, epidemic prevention, data storage, EDC (Education
Credit) blockchain systems, and lecturer evaluation services. Our mission is to deliver reliable, high-quality products that drive sustainable
growth for our customers. For more information, please visit the Company’s website: https://ir.netclasstech.com
Forward-Looking Statements
Certain statements in this announcement are
forward-looking statements, including, but not limited to, the Company's proposed Offering. These forward-looking statements involve known
and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that
the Company believes may affect its financial condition, results of operations, business strategy and financial needs, including the expectation
that the Offering will be successfully completed. Investors can identify these forward-looking statements by words or phrases such as
“approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,”
“projects,” “intends,” “plans,” “will,” “would,” “should,” “could,”
“may” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking
statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law.
Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you
that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from
the anticipated results and encourages investors to review other factors that may affect its future results in the Company's registration
statement and other filings with the U.S. Securities and Exchange Commission.
For investor and media inquiries, please contact:
NETCLASS TECHNOLOGY INC.
Investor Relations
Email: ir@netclasstech.com
Jackson Lin
Lambert by LLYC
Phone: +1 (646) 717-4593
Email: jian.lin@llyc.global
Exhibit 99.2
NETCLASS TECHNOLOGY INC. Announces Closing
of $9 Million Initial Public Offering
SHANGHAI and HONG KONG, December 16, 2024 –
NETCLASS TECHNOLOGY INC. (the “Company” or “NETCLASS”), a leading B2B smart education IT solutions provider with
offices in Shanghai, Hong Kong, and Singapore, today announced the closing of its initial public offering (the “Offering”)
of 1,800,000 Class A ordinary shares at a public offering price of $5.00 per ordinary share, for total gross proceeds of $9,000,000, before
deducting underwriting discounts, commissions, and other related expenses.
The Company has granted the underwriters an option,
exercisable within 45 days from the closing date of the Offering, to purchase up to an additional 270,000 Class A ordinary shares at the
initial public offering price, less underwriting discounts to cover over-allotments, if any. Shares of the Company’s stock began
trading on the Nasdaq Capital Market under the symbol “NTCL” on December 13, 2024.
The Offering was conducted on a firm commitment
basis. The Company intends to use the proceeds from the Offering for the courseware and online technology platform development, expansion
of application development service and subscription services, marketing and brand building, along with working capital and general corporate
purposes.
Newbridge Securities Corporation and Revere Securities,
LLC (the “Underwriters”) acted as Underwriters to the Offering. Ortoli Rosenstadt LLP acted as U.S. counsel to the Company,
and Sichenzia Ross Ference Carmel LLP acted as U.S. counsel to Newbridge Securities Corporation, who acted as the representative of the
Underwriters in connection with the Offering.
A registration statement on Form F-1 (File No.
333-278224) was filed with the Securities and Exchange Commission (“SEC”) and was declared effective by the SEC on December
12, 2024. A final prospectus relating to the offering was filed with the SEC is available on the SEC’s website at www.sec.gov.
Electronic copies of the final prospectus relating to this offering may be obtained from Newbridge Securities Corporation, Attention:
Equity Syndicate Department, 1200 North Federal Highway, Suite 400, Boca Raton, FL 33432, by email at syndicate@newbridgesecurities.com
or by telephone at (877) 447-9625.
Before you invest, you should read the prospectus
and other documents the Company has filed or will file with the SEC for more information about the Company and the Offering. This press
release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
About NETCLASS TECHNOLOGY INC.
NETCLASS TECHNOLOGY INC. is a leading B2B smart
education specialist with offices in Shanghai, Hong Kong, and Singapore, providing innovative IT solutions to schools, training institutions,
corporations, public agencies, and other organizations. Our services include SaaS subscription services and application software development,
with solutions spanning teaching and campus management, online teaching, examinations, epidemic prevention, data storage, EDC (Education
Credit) blockchain systems, and lecturer evaluation services. Our mission is to deliver reliable, high-quality products that drive sustainable
growth for our customers. For more information, please visit the Company’s website: https://ir.netclasstech.com
Forward-Looking Statements
Certain statements in this announcement are
forward-looking statements, including, but not limited to, the Company's proposed Offering. These forward-looking statements involve known
and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that
the Company believes may affect its financial condition, results of operations, business strategy and financial needs, including the expectation
that the Offering will be successfully completed. Investors can identify these forward-looking statements by words or phrases such as
“approximates,” “believes,” “hopes,” “expects,” “anticipates,” “estimates,”
“projects,” “intends,” “plans,” “will,” “would,” “should,” “could,”
“may” or other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking
statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law.
Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you
that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from
the anticipated results and encourages investors to review other factors that may affect its future results in the Company's registration
statement and other filings with the U.S. Securities and Exchange Commission.
For investor and media inquiries, please contact:
NETCLASS TECHNOLOGY INC.
Investor Relations
Email: ir@netclasstech.com
Jackson Lin
Lambert by LLYC
Phone: +1 (646) 717-4593
Email: jian.lin@llyc.global
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