SCHEDULE: Netclass Technology Insider Gifts Shares, Ownership Shifts

Jianbiao Dai, through Dragonsoft Holding Limited, gifted 730,000 Class A ordinary shares of Netclass Technology Inc., reducing his direct Class A beneficial ownership to 32.82%.

Summary

• Jianbiao Dai, the sole shareholder and director of Dragonsoft Holding Limited, reported a change in his beneficial ownership of Netclass Technology Inc. Class A Ordinary Shares.
• Dragonsoft Holding Limited transferred a total of 730,000 Class A ordinary shares as gifts to two individuals.
• The transfers were completed on July 30, 2025, and were effected off-market through privately arranged transactions, without brokerage or exchange platforms.
• Following the transfer, Jianbiao Dai is deemed the beneficial owner of 5,639,500 Class A ordinary shares and 2,000,000 Class B ordinary shares held by Dragonsoft Holding Limited.
• The 5,639,500 Class A ordinary shares represent 32.82% of the 17,184,530 Class A ordinary shares issued and outstanding as of the filing date.

Sentiment

Score: 5

Explanation: The filing reports a gift transfer of shares by a major shareholder, which is a neutral event in terms of company performance or outlook. While it reduces the insider's direct stake, it does not imply a negative view of the company.

Risks

• A reduction in a significant insider's direct shareholding, even through a gift, could be perceived by some investors as a slight decrease in alignment between management and shareholder interests, though it does not imply a lack of confidence in the company.

Industry Context

This filing is a routine disclosure of a change in beneficial ownership by a significant insider and does not provide information related to broader industry trends or competitive landscape.

Related Party Transactions

• The transfer of shares as gifts from Dragonsoft Holding Limited, controlled by Jianbiao Dai, to two individuals could be considered a related party transaction.

Stakeholder Impact

• Shareholders: The transaction results in a slight reduction in the percentage of Class A ordinary shares directly beneficially owned by a key insider, Jianbiao Dai, through Dragonsoft Holding Limited. This does not involve the company receiving any proceeds.

Key Dates

Recommendation

The filing details a gift transfer of shares by a significant beneficial owner, Jianbiao Dai, through Dragonsoft Holding Limited. This transaction, while reducing the reported Class A beneficial ownership percentage, does not reflect on the operational performance or strategic direction of Netclass Technology Inc. As such, it provides no new fundamental information to warrant a change in investment thesis, leading to a 'hold' recommendation.

Keywords

Netclass Technology Inc., Jianbiao Dai, Dragonsoft Holding Limited, Beneficial Ownership, Class A Ordinary Shares, Share Transfer, Insider Ownership, Gift