Datasea : Private Placement - Form 8-K

Item 3.02 Unregistered Sales of Equity Securities.

As disclosed in the Current Reports on Form 8-K filed on August 7, 2023 and September 14, 2023, Datasea Inc. (referred to as the "Company") entered into two subscription agreements (referred to as the "Agreements") and supplementary agreement dated September 10, 2023 (the "Supplementary Agreement") with a non-U.S. investor (referred to as the "Investor A"). These Agreements outline the terms by which the Company will sell, and the Investor will purchase, a total of 4,760,000 shares of common stock (referred to as the "Shares") at a per-share purchase price of $1.20. These Shares are subject to a mandatory holding period of 365 days.

Pursuant to the terms of these two Agreements and the Supplementary Agreement, Investor A committed to making payments totaling $5,712,000, to be paid in the aggregate amount of RMB40,000,000, as consideration for the Shares. The payments under the two Agreements and the Supplementary Agreement of RMB40,000,000 were received by the Company on September 21, 2023.

As disclosed in the Current Report on Form 8-K filed on August 16, 2023, the Company entered into a subscription agreement dated August 15, 2023 with a non-U.S. investor (referred to as the "Investor B"), pursuant to which the Company agreed to sell and Investor B agreed to purchase an aggregate of 2,962,963 Shares at a $1.35 per share purchase price, with a total subscription price of $4,000,000. Such Shares must be held for a period of 180 days. Within 5 business days after the signing of such agreement, Investor B shall pay the amount of $714,286 to the Company, which has been received by the Company, and additionally and before October 15, 2023, Investor B shall pay the remainder amount of $3,285,714 to the Company.

The Company has on September 21, 2023 issued 4,760,000 Shares to Investor A and 529,101 Shares to Investor B, prior to which the Company had a total of 32,784,133 issued and outstanding shares of common stock. Following such issuances, the Company will have a total of 38,073,234 issued and outstanding shares of common stock, of which the Investor A will hold 4,760,000 Shares, constituting approximately 12.5% of the total issued and outstanding shares of the Company, and Investor B will hold 529,101 Shares, constituting approximately 1.4% of the total issued and outstanding shares of the Company.