网班科技 2026年年度报告和过渡报告

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered bythe annual report: 18,487,030 ClassA ordinary shares, par value $0.00025 per share (the “Class A Ordinary Shares”) and 2,000,000 ClassBordinary shares, par value $0.00025 per share (the “Class B Ordinary Shares”) issued and outstanding as of September 30, 2025. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes☐No☒ 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 to Section13 or15(d)of the Securities Exchange Act of 1934. Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities ExchangeAct of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)hasbeen 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 be submitted pursuant toRule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant wasrequired 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 an emerging growthcompany. See definition of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule12b-2 of the ExchangeAct. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting 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 Accounting Standards Board toits 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 the effectiveness of itsinternal control over financial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting 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 the registrantincluded 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-basedcompensation 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 filing: ☐International Financial Reporting Standards as issuedby the International Accounting Standards Board If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant haselected 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 the Exchange 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 Comments74Item5.Operating and Financial Review and Prospects74Item6.Directors, Senior Management and Employees87Item7.Major Shareholders and Related Party Transactions94Item8.Financial Information96Item9.The Offer and Listing96Item10.Additional Information97Item11.Quantitative and Qualitative Disclosures About Market Risk118Item12.Description of Securities Other Than Equity Securities118PARTII119Item13.Defaults, Dividend Arrearages and Delinquencies119Item14.Material Modifications to the Rights of Security Holders and Use of Proceeds119Item15.Controls and Procedures120Item16.[Reserved]121Item16A.Audit Committee Financial Expert121Item16B.Code of Ethics121Item16C.Principal Accountant Fees and Services121Item16D.Exemptions From the Listing Standards for Audit Committees122Item16E.Purchases of Equity Securities by the Issuer and Affiliated Purchasers122Item16F.Change In Registrant’s Certifying Accountant122Item16G.Corporate Governance123Item16H.Mine Safety Disclosure124Item16I.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections124Item16J.Insider Tradin