课标科技美股招股说明书(2025-09-12版)

JIADE LIMITED We are offering in a best efforts self-underwritten public offering under this prospectus of up to20,000,000 ClassA ordinary shares, par value US$0.0001 per share (“ClassA Ordinary Shares”). We areoffering the ClassA Ordinary Shares at an offering price of $0.58 per share. The ClassA Ordinary Shares are being sold in this offering to certain purchasers under one or moresecurities purchase agreements between the respective purchasers and us. Our ClassA Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “JDZG.” OnSeptember11, 2025, the closing trading price of our ClassA Ordinary Shares, as reported on the NasdaqCapital Market, was $2.15 per ClassA Ordinary Share. Any proceeds from the sale of ClassA Ordinary Shares offered by us will be available for ourimmediate use, despite uncertainty about whether we would be able to use such funds to effectivelyimplement our business plan. See “Risk Factors” on page12 and “Item3. Key Information — D. RiskFactors” in our annual report on Form 20-F for the year ended December31, 2024 (the “2024 AnnualReport”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on April25, 2025 for moreinformation. We intend to complete one closing of this offering but may undertake one or more additionalclosings for the sale of the additional ClassA Ordinary Shares to the investors in the initial closing. We haveagreed to offer and sell the securities offered hereby to the purchasers through self-underwritten efforts. TheCompany will use its reasonable efforts to solicit offers to purchase the Class A Ordinary Shares offered bythis prospectus; however, there is no minimum offering amount required as a condition to closing thisoffering, we may sell fewer than all of the Class A Ordinary Shares offered hereby. This may significantlyreduce the amount of proceeds received by us, and investors in this offering will not receive a refund in theevent that we do not sell an amount of Class A Ordinary Shares sufficient to pursue the business goalsdescribed in this prospectus. Investing in our ClassA Ordinary Shares involves a high degree of risk. See “Risk Factors” beginning onpage12and “Item3. Key Information — D. Risk Factors” in our 2024 Annual Report for a discussion ofinformation that should be considered in connection with an investment in our ClassA Ordinary Shares. Unless otherwise stated, as used in this prospectus, the terms “we,” “us,” “our,” “Jiade Cayman,” “ourCompany,” or the “Company” refer to JIADE LIMITED, an exempted company with limited liabilityincorporated under the laws of the Cayman Islands; “Jiadezhigao HK” refers to JIADEZHIGAO LIMITED,a Hong Kong corporation and a wholly owned subsidiary of Jiade Cayman; “Shenzhen Kebiao” refers toShenzhen Kebiao Technology Co., Ltd., a limited liability company organized under the laws of thePeople’s Republic of China (the “PRC”), which is 99.9472% owned by Jiadezhigao HK; “WISMASS HK”refers to WISMASS INTERNATIONAL HOLDINGS LIMITED, a Hong Kong corporation and a whollyowned subsidiary of Jiade Cayman; “Jiade Zhigao” refers to Sichuan Jiade Zhigao Technology Co., Ltd., alimited liability company organized under the laws of the PRC, which is 82.4444% owned by ShenzhenKebiao and 17.5556% owned by WISMASS HK; and “Kebiao Technology” refers to Sichuan KebiaoTechnology Co., Ltd., a PRC limited liability company, which is wholly owned by Jiade Zhigao. We are an exempted company with limited liability incorporated in the Cayman Islands with nomaterial operations of our own and are not a Chinese operating company. This corporate structure involvesunique risks to investors, as we conduct substantially all of our operations through our PRC subsidiaries.The ClassA Ordinary Shares offered in this prospectus are shares of the Cayman Islands exempted companyinstead of ClassA Ordinary Shares of our operating entities in the PRC. Holders of our shares do notdirectly own any equity interests in our PRC subsidiaries, but will instead own shares of a Cayman Islandsexempted company. The Chinese regulatory authorities could disallow our corporate structure, which wouldlikely result in a material change in our operations and/or a material change in the value of our ClassAOrdinary Shares, including that it could cause the value of our ClassA Ordinary Shares to significantlydecline or become worthless. See “Item3. Key Information — D. Risk Factors — Risks Relating to DoingBusiness in the PRC — Chinese regulatory authorities could disallow our holding company structure, whichmay result in a material change in our operations and/or a material change in the value of the securities weare registering for sale, including that it could cause the value of such securities to significantly decline orbecome worthless.” We are subject to certain legal and operational risks associated with the business operations of our PRCsubsidiaries being based in China, which could cause the value of our securities to significant