网班科技 2025年年度报告和过渡报告

FORM20-F OR Date of event requiring this shell company report: NETCLASS TECHNOLOGY INC (Translation of Registrant’s name into English) Securities registered or to be registered pursuant to Section12(g)of the Act: None(Title of Class) Securities for which there is a reporting obligation pursuant to Section15(d)of the Act: None(Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of theperiod covered by the annual report:13,760,000ClassA ordinary shares, par value $0.00025 per share and2,000,000ClassBordinary shares, par value $0.00025 issued and outstanding as of September30, 2024. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Table of Contents If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant toSection13 or 15(d)of the Securities Exchange Act of 1934. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of theSecurities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required tofile such reports), and (2)has been subject to such filing requirements for the past 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for suchshorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or anemerging growth company. See definition of “large accelerated filer,” “accelerated filer” and “emerging growth company” inRule12b-2 of the Exchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check markif the registrant has elected not to use the extended transition period for complying with any new or revised financialaccounting standards† provided pursuant to Section13(a)of the Exchange Act.☐ †The term “new or revised financial accounting standard” refers to any update issued by the Financial AccountingStandards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section12(b)of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☒ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this ☐International Financial Reporting Standards as issuedby the International Accounting Standards Board ☐Other If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item theregistrant has elected to follow: Item17☐Item18☐ If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of theExchange Act). Yes☐No☒ NETCLASSTECHNOLOGY INCANNUAL REPORT ON FORM20-F TABLE OF CONTENTS PageCERTAIN TERMS AND CONVENTIONSiiFORWARD LOOKING STATEMENTSivPARTIItem1.Identity of Directors, Senior Management and Advisers1Item2.Offer Statistics and Expected Timetable1Item3.Key Information1Item4.Information on the Company44Item4A.Unresolved Staff Comments67Item5.Operating and Financial Review and Prospects68Item6.Directors, Senior Management and Employees82Item7.Major Shareholders and Related Party Transactions88Item8.Financial Information90Item9.The Offer and Listing90Item10.Additional Information91Item11.Quantitative and Qualitative Disclosures About Market Risk109Item12.Description of Securities Other Than Equity Securities109PARTII110Item13.Defaults, Dividend Arrearages and Delinquencies110Item14.Material Modifications to the Rights of Security Holders and Use of Proceeds110Item15.Controls and Procedures110Item16.[Reserved]112Item16A.Audit Committee Financial Expert112Item16B.Code of Ethics112Item16C.Principal Accountant Fees and Services112Item16D.Exemptions From the Listing Standards for Audit Committees113Item16E.Purchases of Equity