Exhibit 99.1
TECHNICAL DEVELOPMENT SERVICE AGREEMENT
(LLM-Based Learning APP System)
This Technical Development Service Agreement (the "Agreement") is entered into on May 6, 2026 by and between:
Party A: NETCLASS TECHNOLOGY INC
Address: 4th Floor, Harbour Place, 103 South Church Street, PO Box 10240, Grand Cayman, Cayman Islands
Party B: Bangyuan Liu
Address: NO.7-202, 261 LUOYANG ROAD, MINHANG DISTRICT, SHANGHAI 201104, CHINA
WHEREAS:
1. Party A intends to develop the “LLM-Based Learning APP System”;
2. Party B possesses the relevant technical capabilities to provide software development services;
3. The Parties agree that Party B shall provide technical development services and Party A shall compensate Party B with shares.
Article 1 – System Name
The system to be developed under this Agreement shall be named the “LLM-Based Learning APP System” (the “System”).
Article 2 – Scope of Services
Party B shall design, develop, deploy, and provide related technical support services for the System, including but not limited to the following modules:
| Backend Functional Modules | |
| Module | Function |
| APP Management | Version management, configuration updates, version list |
| Marketing Management | Campaigns, promotions, notifications |
| Operations Management | Package & redemption code management |
| User Management | Account info, profile, points, purchase records |
| Community Management | UGC management, content moderation |
| Customer Service System | Ticketing, issue tracking |
| Order Management | Order CRUD, status updates |
| Permission Management | Role-based access, admin settings |
| Textbook Management | Course material upload/management |
| Course Management | Course listing, CRUD, details |
| Teacher Management | Teacher profiles, audio/video integration |
| Assessment Management | Test configuration, questions setup |
| Front-End Functional Modules | |
| Module | Function |
| Recent Learning | Display and navigate recently accessed courses |
| Course List | Course display and detail navigation |
| Community Interaction | User community posts, likes, comments |
| Textbook List | List of textbooks and course materials |
| Textbook Details | Detailed view of textbooks and units |
| Course Details | Detailed view of course content |
| Teacher List | Display list of teachers |
| Personal Center | Profile, learning data, QR code, cards |
| Introductory Assessment | User placement and initial assessment |
The Parties may supplement or reasonably adjust functional details through written confirmation.
Article 3 – Service Term
The service term under this Agreement shall be from May 6, 2026 to May 5, 2027.
Party B shall continuously perform system development, optimization, and technical support obligations during the service term.
The obligations under this Agreement constitute continuing performance obligations, and fulfillment shall be determined based on actual development and support work completed during the service period.
Article 4 – Service Consideration and Share Issuance
1. As consideration for Party B’s continuous provision of technical development and related services during the service term, Party A agrees to issue 2,800,000 ordinary shares of NetClass Technology Inc. to Party B.
2. All such shares shall be issued and registered no later than May 31, 2026.
3. The Parties acknowledge that:
(a) The shares correspond to Party B’s continuing performance obligations during the period from May 6, 2026 to May 5, 2027;
(b) The timing of share issuance shall not affect Party B’s ongoing performance obligations throughout the service term;
(c) The shares constitute service consideration and do not represent an investment, financing arrangement, or loan.
4. The share issuance shall comply with applicable securities laws and regulatory requirements.
Article 5 – Service Confirmation
Party B shall submit periodic development reports or technical deliverables according to the development progress.
Party A shall have the right to conduct testing and confirmation of system functions.
Service completion shall be determined based on actual development results and technical support provided during the service term.
Article 6 – Performance Liability
If Party B fails to complete its development obligations as agreed, Party B shall rectify or supplement development within a reasonable period.
If Party B fails to fully perform its obligations, Party B shall provide equivalent technical services as compensation, or the Parties may otherwise agree upon a mutually acceptable compensation arrangement.
Article 7 – Intellectual Property
All source codes, database structures, and development results of the System shall belong to Party A.
Party B retains ownership of its general development tools and underlying technologies, provided that such retention does not affect Party A’s use of the System.
Party B shall not disclose core technologies of the System to any third party without Party A’s written consent.
Article 8 – Confidentiality
Both Parties shall keep confidential any business information obtained during the performance of this Agreement.
Article 9 – Governing Law and Dispute Resolution
This Agreement shall be governed by the laws of the Hong Kong Special Administrative Region.
Any dispute arising from this Agreement shall be submitted to arbitration in Hong Kong.
| Signature | |||
| Party A: NETCLASS TECHNOLOGY INC | |||
| Authorized Signature: | |||
| Party B: | |||
| Authorized Signature: | |||