Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement

On November 18, 2024, Jingbo Technology, Inc. (the "Company") entered into a Share Exchange Agreement (the "Share Exchange Agreement"), Xinghe Technology Limited, a British Virgin Islands company ("Xinghe"), and Handu Technology Limited, a British Virgin Islands company and the sole shareholder of Xinghe ("Hangdu").

Under the terms and conditions of the Share Exchange Agreement, the Company will issue 550,000,000 shares of common stock of the Company to Hangdu, in consideration for all the issued and outstanding shares in Xinghe. Hangdu will transfer all the issued and outstanding shares of Xinghe at the closing of the Share Exchange Agreement. The parties to the Share Exchange Agreement have agreed that the closing of the acquisition shall occur as soon as possible, subject to the closing conditions provided in the Share Exchange Agreement.