Exhibit 10.1
JOINT VENTURE FORMATION AGREEMENT
Date: October 1, 2026
Party A: NETCLASS TECHNOLOGY INC
Party B: Wang Xiangdong
Party C: Future Science and Education Development Foundation Limited
Cooperation Background
Party A, as a Nasdaq-listed company, has strong capabilities in software development, the research, development and application of artificial intelligence-related technologies, and access to capital markets. Party B and Party C have corresponding advantages in market development and commercial resources. Based on the complementary strengths of the Parties, the Parties intend to cooperate in the development of the relevant business..
The Parties agree to jointly establish Linkee AI Company Limited in Hong Kong on the following terms:
1. Company and Ownership
Company Name: Linkee AI Company Limited (领羿人工智能有限公司)
Place of Incorporation: Hong Kong Special Administrative Region
Initial Capital Arrangement: HKD 10,000
Principal Business: overseas sales, marketing, operation and related technology services for AI companion smart toys.
Initial Shareholding:
Wang Xiangdong - 49%
NETCLASS TECHNOLOGY INC - 40%
Future Science and Education Development Foundation Limited - 11%
2. Initial Directors
The intended initial directors are Wang Xiangdong and Dai Jianbiao.
3. Further Arrangements
Any further investment or commercial arrangement among the Parties or with the Company shall be separately agreed in writing.
4. Records, Effect and Governing Law
For statutory and audit purposes, the Company's official corporate records shall prevail. This Agreement takes effect upon execution by all Parties and is governed by the laws of the Hong Kong Special Administrative Region.
SIGNATURES
Party A: NETCLASS TECHNOLOGY INC
| Signature: | /s/ Jianbiao Dai | |
| Name: | Jianbiao Dai | |
| Title: | Chief Executive Officer |
Party B: Wang Xiangdong
| Signature: | /s/ Wang Xiangdong |
Party C: Future Science and Education Development Foundation Limited
| Signature: | /s/ Sze Kok | |
| Name: | Sze Kok | |
| Title: | Director |
Date: October 1, 2026