Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On May 8, 2025, ZW Data Action Technologies Inc. (the "Company") entered into a Securities Purchase Agreement (the "Agreement 1") with Golden Harvest Trust Limited (Business Registration Number: 75554628) in its capacity as trustee of InfiniteReach Investment Group Limited Trust (the "Purchaser 1"), pursuant to which the Purchaser 1 agreed to purchase 119,100 shares of common stock of the Company, par value $0.001 per share for an aggregate purchase price of US$250,110, representing a purchase price of US$2.1 per share. The closing shall take place on the date mutually agreed by the parties, subject to the closing conditions contained in the Agreement. On the date that the Agreement 1 was signed, the Purchaser 1 also entered into a lock-up agreement with the Company, whereby the Purchaser 1 agreed not to transfer the shares until six-month anniversary of the date of the Agreement 1.

On May 8, 2025, the Company entered into a Securities Purchase Agreement (the "Agreement 2") with BlackSilver Trust (Hong Kong) Limited (Business Registration Number: 74239285) in its capacity as trustee of the VividHorizon Trust (the "Purchaser 2"), pursuant to which the Purchaser 2 agreed to purchase 119,100 shares of common stock of the Company, par value $0.001 per share for an aggregate purchase price of US$250,110, representing a purchase price of US$2.1 per share. The closing shall take place on the date mutually agreed by the parties, subject to the closing conditions contained in the Agreement 2. On the date that the Agreement 2 was signed, the Purchaser 2 also entered into a lock-up agreement with the Company, whereby the Purchaser 2 agreed not to transfer the shares until six-month anniversary of the date of the Agreement 2.

On May 13, 2025, the Company entered into a Securities Purchase Agreement (the "Agreement 3") with Chaucer Investment & Consulting Limited, a Hong Kong business company (Business Registration Number: 50180682) (the "Purchaser 3"), pursuant to which the Purchaser 3 agreed to purchase 119,100 shares of common stock of the Company, par value $0.001 per share for an aggregate purchase price of US$250,110, representing a purchase price of US$2.1 per share. The closing shall take place on the date mutually agreed by the parties, subject to the closing conditions contained in the Agreement 3. On the date that the Agreement 3 was signed, the Purchaser 3 also entered into a lock-up agreement with the Company, the Purchaser 3 agreed not to transfer the shares until six-month anniversary of the date of the Agreement 3.

Copies of the securities purchase agreements and the lock-op agreements are attached to this Current Report on Form 8-K as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5 and 10.6, and are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure required by this Item and included in Item 1.01 of this Current Report is incorporated herein by reference. The shares were sold without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and Regulations D and S promulgated thereunder as sales to accredited investors and in reliance on similar exemptions under applicable state laws.