JIADE LIMITED (NASDAQ:JDZG) ("JIADE" or the "Company"), a provider of one-stop comprehensive education support services for adult education institutions through its subsidiaries in the People's Republic of China, today announced that the Company has entered into a definitive securities purchase agreement (the "Agreement") with each of certain purchasers. Pursuant to the Agreement, the Company has agreed to sell up to an aggregate of up to $12.0 million of its Class A ordinary shares in a registered direct offering.

The Class A ordinary shares, par value $0.0025 per share, are being sold at a purchase price of $0.24 per share.

The Company intends to use the net proceeds from the sale of the securities for general corporate purposes, including working capital. The proceeds will not be used for the satisfaction of any portion of the Company's outstanding debt (other than payment of trade payables in the ordinary course of business), the redemption of any shares, the settlement of any outstanding litigation, or in violation of FCPA or OFAC regulations.

The offering is expected to have an initial closing of $3.36 million of its Class A ordinary shares on or about May 5, 2026, and the second closing of $8.64 million of the Company's Class A ordinary shares on a date to be determined by the Company but no later than June 30, 2026 (the "Second Closing"), subject, in each case, to the satisfaction of customary and other closing conditions. In addition to the customary closing conditions, no Second Closing may occur unless the Company has effectuated a share consolidation and has further amended its Amended and Restated Memorandum and Articles of Association.