UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
REPORT
OF FOREIGN PRIVATE ISSUER
PURSUANT
TO RULE 13A-16 OR 15D-16 UNDER
THE
SECURITIES EXCHANGE ACT OF 1934
For
the month of April 2025
Commission
file number: 001-39360
SKILLFUL
CRAFTSMAN EDUCATION TECHNOLOGY LIMITED
Floor
4, Building 1, No. 311, Yanxin Road
Huishan
District, Wuxi
Jiangsu
Province, PRC 214000
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F
☐
INFORMATION
CONTAINED IN THIS FORM 6-K REPORT
On
March 31, 2025, Shenzhen Qianhai Jisen Information Technology Co., Ltd. (“Jisen”), a wholly owned subsidiary of Skillful
Craftsman Education Technology Limited, a Cayman Islands exempted company (the “Company”) entered into a Technology Consulting
Service Agreement (“Puda Agreement”) with Beijing Puda Education Technology Co., Ltd. (“Puda”), pursuant to which
Jisen will provide professional skill training classes and support to Puda’s employees, design training programs based on the skill
and career development needs of the employees and Puda, provide advices on use of education technology products, provide vocational education
related consulting services and maintenance of educational training materials and equipment for Puda. The term of the Puda Agreement
is from April 1, 2025 to March 31, 2026 and the total consulting service fee is RMB 5.2 million (approximately $707,482) including
taxes, of which RMB 2.08 million (approximately $282,993) should be paid before September 30, 2025 and the remaining RMB 3.12 million
(approximately $424,489) should be paid before March 31, 2026.
On
March 31, 2025, Shenzhen Qianhai Jisen Information Technology Co., Ltd. entered into a Technology Service Agreement (“Prepshine
Agreement”) with Prepshine Holdings Co., Limited (“Prepshine”), pursuant to which Jisen will provide technology development
and consulting services to Prepshine, including data system technology development services and technology consulting services for optimizing
information technology decision-making plan, risk control strategies and information comparison needs. The term of the Prepshine Agreement
is from April 1, 2025 to March 31, 2026 and the consulting service fee is RMB 10 million (approximately $1.36 million) including taxes,
of which RMB 4 million (approximately $544,218) should be paid before September 30, 2025 and the remaining RMB 6 million (approximately
$816,327) should be paid before March 31, 2026.
On
April 2, 2025, the Board of Directors of the Company approved to move its principal executive offices from Floor 4, Building l, No. 3ll,
Yanxin Road, Huishan District, Wuxi, Jiangsu Province, PRC 214000 to 7th Floor, West Lobby, Building 7B, Shenzhen Bay Science and Technology
Ecological Park, Nanshan District, Shenzhen, Guangdong Province, PRC 518000 as the Company currently conducts its business primarily
through Shenzhen Qianhai Jisen Information Technology Ltd., a wholly owned subsidiary of the Company, located in Shenzhen China. The
Company’s main phone number is also changed to 86- 0755 26652763.
The
foregoing description is merely a summary of the Puda Agreement and Prepshine Agreement (“Agreements”) and therefore does
not purport to be complete and is qualified in its entirety by reference to the Agreements, copies of which are attached hereto as Exhibit
10.1 and Exhibit 10.2 and are incorporated by reference herein.
Exhibits
Index
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
|
SKILLFUL
CRAFTSMAN EDUCATION TECHNOLOGY LIMITED |
|
(Registrant) |
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|
|
|
By: |
/s/
Bin Fu |
|
Name: |
Bin
Fu |
|
Title: |
Chief
Executive Officer |
Date:
April 4, 2025
Exhibit
10.1
Technology
Consulting Services Agreement
Party
A: Beijing Puda Education Technology Co. Ltd.
Address:
No. 75 Suzhou Street, Haidian District, Beijing 010-82605578
Party
B: Shenzhen Qianhai Jisen Information Technology Co. Ltd.
Address:
Room 201, Building A, No. 1 Qianwan 1st Road, Qianhai Shenzhen Shenzhen-Hong Kong Cooperation Zone, Shenzhen, China
Party
A is satisfied with the technology consulting service provided by Party B after the cooperation from November 1, 2024 to March 31, 2025,
and plans to continue to cooperate with Party B. According to the relevant laws and regulations, the following agreement is reached and
abided by both parties. Parties agree to sign this agreement in accordance with the following terms.
|
1、 |
Party
B agrees to provide to Party A, and Party A agrees to accept from Party B, the services set out in this agreement. |
|
|
|
|
2、 |
Any
party may not assign its rights, obligations and/or liabilities under this agreement to a third party without the prior written permission
of the other party; |
|
|
|
|
3、 |
Party
A agrees that it will provide Party B with the relevant data and necessary information necessary for the completion of the cooperation,
and will operate in accordance with the program provided by Party B; |
|
|
|
|
4、 |
Party
B agrees to provide Party A with standard services within its capacity to meet Party A’s reasonable needs in information technology
matters. |
The
technical consulting services provided by Party B to Party A include:
|
1. |
Provide
professional skill training classes and support to PartyA’s employees, both face-to-face and online; |
|
|
|
|
2. |
According
to the employee’s skill and career development needs and the company’s current situation, design the training program
to match the career development needs, provide the employees what they need for development, and help the company complete its talent
strategy |
|
|
|
|
3. |
Provide
advice on the use of educational technology products; |
|
|
|
|
4. |
Provide
counseling services on vocational education; |
|
|
|
|
5. |
Provide
educational training materials and educational equipment maintenance services. |
|
1、 |
Term
of Service: April 1, 2025 to March 31, 2026 |
|
|
|
|
2、 |
The
agreement will be automatically terminated upon expiration if there are no objections from both parties. |
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|
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3、 |
Both
parties have the right to initiate termination of this Agreement by giving 30 working days’ written notice to the other party
and reaching a unanimous written agreement. |
|
1、 |
Party
A shall pay Party B the consulting fee required for the provision of the consulting service in a timely manner, and the “Total
Service Fee” shall be RMB5,200,000.00 (five million two hundred thousand rounds) inclusive of tax. |
|
|
|
|
2、 |
Party
A shall pay the service fee in the amount of RMB 2,080,000.00 (two million eight hundred thousand rounds) by September
30, 2025; and RMB 3,120,000.00 (three million one hundred and twenty thousand rounds) by March 31, 2026; and Party
B shall issue a VAT invoice of the corresponding amount to Party A within five working days after receiving the service fee. |
|
|
|
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3、 |
Both
parties agree that the relevant VAT amount shall be borne by Party A; the applicable VAT rate is the then effective rate by the General
Administration of Taxation. In case of small differences in the VAT amount, the actual invoiced amount shall prevail. |
|
|
|
|
4、 |
Your
bank account information is as follows: |
Account
Name: Shenzhen Qianhai Jisen Information Technology Co. Ltd.
Bank
of deposit: Shenzhen Construction Bank Yuanboyuan Sub-branch
Account
number:
|
1、 |
Changes
to this agreement must be agreed upon by both parties to be effective. Either party may request changes to the Data Processing and
Analysis Services. Any request for changes must be submitted in writing; |
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|
|
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2、 |
Depending
on the scope and complexity of the change request, Party A and Party B may negotiate the costs to be incurred in realizing the change
request; |
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3、 |
The
party requesting the change shall submit a written request describing the change, the reasons for the change and the effect the change
will have, and submit it to the other party for discussion, and the receiving party shall notify the proposing party of its decision
within three weeks of receipt of the request. |
|
1、 |
Ownership
of Data: Party B acknowledges that all Customer Data and rights relating thereto shall remain the sole property of Party A that will
retain all rights subsisting in such data; |
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|
|
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2、 |
Protection:
Party B shall take all necessary measures to safeguard the data for a specified period of time in accordance with current accepted
business practices and guidelines issued by regulatory bodies with adjudicative powers to ensure the security and integrity of all
data and to prevent the destruction, modification and loss of data; |
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|
|
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3、 |
Party
B must keep the data and all information related to the services confidential at all times and shall not use the data for any purpose
other than the fulfillment of its obligations under this Agreement (except as otherwise provided by the laws, regulations and regulatory
requirements of the PRC); |
|
|
|
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4、 |
Without
Party A prior written consent, Party B shall not disclose the Data (whether in whole or in part) to any person except as may be necessary
for the consideration and purpose of this Agreement or as may be required by the laws and/or legal requirements of the PRC. |
Either
party will treat all information relating to the business of the other party as business secrets and is obliged to keep it confidential
and not to disclose any information obtained at the time of the negotiation of this agreement or during the agreement period to any third
party (unless otherwise provided for by PRC laws and regulations and regulatory requirements).
In
case of national laws, policy adjustments and force majeure factors that make it impossible to continue the implementation of this agreement,
the two parties shall terminate the agreement by mutual agreement without assuming the responsibility for breach of agreement, and the
losses shall be borne by each party.
If
either party fails to fulfill or incompletely fulfills its obligations under the agreement, unless otherwise agreed, the other party
has the right to demand that the breaching party be held liable for the breach of agreement and pay a breaching fee at the rate of 10%
of the fee in the agreement, and to demand that the breaching party to pay compensation for the damages.
Any
disputes arising from the fulfillment of this agreement shall be resolved by Party A and Party B through friendly consultation. If the
negotiation fails, either party may file a lawsuit with the competent court in the place where Party B is located. The laws of mainland
China shall apply to this Agreement, its conclusion, entry into force, validity, interpretation and fulfillment, and all matters relating
to this Agreement.
1、Any
matters not covered in this agreement shall be resolved through consultation between the two parties and a supplementary agreement shall
be signed; the supplementary agreement shall have the same legal effect as this agreement.
2、Party
A’s contact person is: Xiaoxi Wang
3、Party
B’s contact person is: BinYu Bai
4、This
agreement shall enter into force after both parties have signed and sealed it. This agreement is in two copies and has
the same legal effect.
(no
text below)
(This
page is a agreement signature page)
Party
A: Beijing Puda Education Technology Co. Ltd.
(Stamped)
Legal
representative/authorized representative:
Date:
March 31, 2025
Party
B: Shenzhen Qianhai Jisen Information Technology Co. Ltd.
(Stamped)
Legal
representative/ authorized representative
Date:
March 31, 2025
Exhibit
10.2
Technology
Service Agreement
Party
A: Prepshine Holdings Co., Ltd.
Address:
5/F, Dingjun Building, No. 75 Suzhou Street, Haidian District, Beijing, China
Party
B: Shenzhen Qianhai Jisen Information Technology Co. Ltd.
Address:
Room 201, Building A, No. 1 Qianwan 1st Road, Qianhai Shenzhen Shenzhen-Hong Kong Cooperation Zone, Shenzhen, China
Party
A is satisfied with the technical consulting service provided by Party B after the cooperation from November 1, 2024 to March 31, 2025,
and plans to continue to cooperate with Party B. Now the two parties, in accordance with the provisions of the Civil Code of the People’s
Republic of China and relevant laws and regulations, and after friendly consultation, enter into this agreement for mutual compliance:
I.
Services
Party
A commissions Party B to provide technology development and technical consulting services for it, the specific services are as follows:
1.
Party B provides data system technology development services for Party A’s information technology development data;
2.
Party B provides technical consulting services for Party A’s optimizing information technology decision-making solutions, risk
control strategies and information comparison needs.
II.
Rights and obligations of the parties
(i)
Rights and obligations of Party A
1.
Party A guarantees that it has the right to sign this Agreement and use the services provided by Party B within the scope permitted by
law.
2.
Party A shall pay Party B the corresponding service fee in accordance with this Agreement.
3.
Party A shall provide Party B with the necessary support.
4.
Party A has the right to supervise Party B’s performance, and the means of supervision include, but are not limited to, regular
spot checks.
(ii)
Party B’s rights and obligations.
1.
Party B warrant that it has the right to sign this Agreement.
2.
Party B provides services to Party A in accordance with the program confirmed by both parties.
3.
Party B guarantees that the technical services provided by it are stable and can be operated well in the long term.
4.
Party B shall carry out data docking in accordance with Party A’s format requirements, and provide technology development services
and technical consulting services that meet Party A’s requirements.
5.
Party B has the right to collect service fees from Party A in accordance with this Agreement.
III.
Settlement of fees
1.
Payment of Service Fee: “Total Service Fee” is RMB 10,000,000.00 including tax (RMB 10,000,000); both parties
agree that the relevant VAT tax shall be borne by Party A; the applicable VAT rate is the then effective rate of the General Administration
of Taxation. In case of small differences in VAT amount, the actual invoiced amount shall prevail.
2.
The parties agree that: 1) Payment of service fee of RMB 4,000,000.00 by September 30, 2025, (RMB four hundred thousand
rounds); 2) Payment of service fee of RMB 6,000,000.00 by March 31, 2026, (RMB six hundred thousand rounds);
Party
B shall issue a VAT invoice of the corresponding amount to Party A within 5 working days after receiving the service fee.
3.
Party B’s collection account number is:
Account
Name: Shenzhen Qianhai Jisen Information Technology Co. Ltd.
Bank
of deposit: Shenzhen Construction Bank Yuanboyuan Sub-branch
Account
number:
IV.
Liability for breach of contract
1.
If one of the parties to the agreement refuses to fulfill its obligations or violates the agreement, the other party has the right to
suspend cooperation with it and request it to make corrections: If it suffers losses, it has the right to demand compensation for direct
economic losses.
2.
The defaulting party shall immediately stop and correct the defaulting behavior on the date of receiving the written notice from the
other party requesting it to correct the defaulting behavior. If the defaulting party continues the default behavior, the other party
has the right to unilaterally terminate this agreement after written notification, and retains all the rights to pursue the subsequent
liability, and has the right to demand the defaulting party to compensate for the complying party for the direct economic losses caused
by the breaching party and the related costs relating to the collections, including, but not limited to, the attorney’s fees, litigation
costs, and so on.
V.
Force majeure
1,
In this agreement, force majeure refers to unforeseen, cannot be avoided and cannot be overcome by objective circumstances, including:
war, fire, floods, typhoons, earthquakes, policy changes, the widespread spread of sudden infectious diseases, or other human force irresistible
events.
2,
Either party due to force majeure reasons cannot fulfill the agreement, should promptly notify the other party, and should provide written
proof within 15 days after the above force majeure is over.
VI.
Duration of cooperation
The
term of cooperation shall be from April 1, 2025 to March 31, 2026.
2,
Party A and Party B both have the right to terminate this agreement, but must be 30 working days in advance to the other party to send
a written notice, and reach a written agreement.
VII.
Dispute resolution
Disputes
between Party A and Party B in the course of the fulfillment of this Agreement shall be resolved through negotiation; in the event that
the negotiation fails to be resolved, the two parties agree to submit it to the Shenzhen International Arbitration Institute for arbitration
to be resolved under the confidential arbitration process.
VIII.
Other
l.
The two parties may sign a supplementary agreement on any matter not covered by this Agreement. Either party to this Agreement may propose
additions and amendments to the contents of this Agreement, but any additions and amendments can only be made in the form of a written
document jointly sealed by both parties to the Agreement, and such documents are an effective part of this Agreement.
2.
Party A’s contact person is: Xiaoxi Wang
3、Contact
person of Party B is: BinYu Bai
4,
This agreement in two copies, Party A and Party B both sides of one, with the same legal effect.
5.
This Agreement shall enter into force after the official seal or special seal of the contract is affixed by both parties.
(The
following is a signature page to the contract.)
Party
A: Prepshine Holdings Co., Ltd
(Stamped)
Date
of signing: March 31, 2025
Party
B: Shenzhen Qianhai Jisen Information Technology Co.
(Stamped)
Date
of signing: March 31, 2025
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