CLPS / CLPS Incorporation - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

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 March 2025 Commission File No. 001-38505 CL

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 March 2025 Commission File No. 001-38505 CLPS Incorporation c/o Unit 1000, 10th Floor, Millennium City III 370 Kwun Tong Road, Kwun Tong, Kowloon Hong Kong SAR Tel: (852) 37073600 (ADDRESS OF P

CLPS Incorporation Reports Financial Results for the First Half of Fiscal Year 2025

Exhibit 99.1 CLPS Incorporation Reports Financial Results for the First Half of Fiscal Year 2025 Hong Kong, March 5, 2025 /PRNewswire/ - CLPS Incorporation (the “Company” or “CLPS”) (Nasdaq: CLPS), today announced its unaudited financial results for the six months ended December 31, 2024, or the first half of the Company’s fiscal year 2025. This period marked significant progress for CLPS as we ex

CLPS Incorporation Declares Special Cash Dividend of $0.13 Per Share for Third Consecutive Fiscal Years

Exhibit 99.1 CLPS Incorporation Declares Special Cash Dividend of $0.13 Per Share for Third Consecutive Fiscal Years HONG KONG, Oct. 24, 2024 /PRNewswire/ — CLPS Incorporation (the “Company” or “CLPS”) (Nasdaq: CLPS), today announced that its Board of Directors has declared a special cash dividend of $0.13 per share of common stock, marking the third consecutive fiscal year of such a payment. It i

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 October 2024 Commission File No. 001-38505

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 October 2024 Commission File No. 001-38505 CLPS Incorporation c/o Unit 1000, 10th Floor, Millennium City III 370 Kwun Tong Road, Kwun Tong, Kowloon Hong Kong SAR Tel: (852) 37073600 (ADDRESS OF

Contract for Loans of Working Capital Bank of Communications Co., Ltd.

Exhibit 10.23 No.: Z2310LN15659080 Contract for Loans of Working Capital Bank of Communications Co., Ltd. No.: Z2310LN15659080 Contract for Loans of Working Capital Important Notes Please read the full text of this contract carefully, especially those articles marked with ▲▲. Please inquire the loaner in case of any question. Whereas, the borrower applies to the loaner for the line of credit of cu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark one) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark one) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANG

Contract for Loans of Working Capital Bank of Communications Co., Ltd.

Exhibit 10.24 No.: Z2310LN15659134 Contract for Loans of Working Capital Bank of Communications Co., Ltd. No.: Z2310LN15659134 Contract for Loans of Working Capital Important Notes Please read the full text of this contract carefully, especially those articles marked with ▲▲. Please inquire the loaner in case of any question. Whereas, the borrower applies to the loaner for the line of credit of cu

Serial Number: Working Capital Loan Contract

Exhibit 10.17 Serial Number: Working Capital Loan Contract Contract Version Number: SPDB 20 2109 Working Capital Loan Contract Working Capital Loan Contract Borrower: CLPS Shanghai Co., Ltd. Principal Business Address: 2F, Building 18, 498 Guoshoujing Road, Pudong, Shanghai, China Contact Person: Huanzhen Wu Telephone: 15040094890 Fax: / Email: [email protected] Lender: Shanghai Pudong Develo

As adopted on July ___, 2018 CLPS INCORPORATION 内部交易和信息披露政策 本政策于 2018 年7月__日起实施

Exhibit 11.1 As adopted on July , 2018 CLPS INCORPORATION 内部交易和信息披露政策 本政策于 2018 年7月日起实施 制度编号： 序号 制度版本 变更说明 更新人/ 提审日期 审批人/ 审批日期 合规人/ 审批日期 1 V1.0 新建 徐建/2018 林明辉/2018 2 V2.0 1. 首段介绍中修改 CFO的名字； 2. 政策适用性中能获取到内部信息的表述； 3. 信息泄露中举例的第一条表述； 4. 内部交易责任的表述； 5. 信息泄露责任的表述; 6. 开放窗口期表述； 7. 例外条款的表述； 8. 信息披露的表述； CLPS No Trading Calendar删除，加入条款“具体窗口期可咨询CFO或公司秘书” 杨卉/2021.01.25 林明辉/2021.01.28 徐建/2021.01.27 3 V2.1 1. 删除“

Credit Agreement (applicable in the case of working capital loans where no separate loan contract is required)

Exhibit 10.20 Important Notes. Dear customer, in order to safeguard your rights and interests, please read this agreement in its entirety, especially the bolded and highlighted clauses, carefully before signing it. If you have any doubts, please ask us to clarify them promptly. If you are still in doubt or unsure of anything, please consult your lawyer and relevant professionals. Credit Agreement

Special credit terms

Exhibit 10.22 Confidential To: JAJI (Shanghai) Co., Ltd. Date: June 21, 2023 To whom it may concern: Bank credit(Credit letter number: CN11095286399-230412-Jiaji SH) Based on our recent discussions with you, we hereby confirm that we agree to grant you the following uncommitted bank credit (“Credit”) in accordance with the specific terms and conditions stated in this letter, subject to the complet

Rental Contract for Shanghai Pudong Software Park Guo Shoujing Park

Exhibit 10.8 Rental Contract for Shanghai Pudong Software Park Guo Shoujing Park Contract No: ZL (N) 20230061 Both parties to this contract: Party A (Lessor): Shanghai Pudong Software Park Co., Ltd. Party B (Lessee):Shanghai Chenqin Information Technology Services Co., Ltd. According to Contract Law of the People’s Republic of China and Regulations of Shanghai Municipality on House Leasing, both p

NO. Guangzhou Fengxing Plaza office lease contract

Exhibit 10.11 NO. Guangzhou Fengxing Plaza office lease contract Lessor: Guangzhou Fengwei Decoration Engineering Co., Ltd. (hereinafter referred to as Party A) Address: 2807, No. 67, Tianhe East Road, Tianhe District, Guangzhou Tel: 020-38394333 Postal Code: 510620 Legal representative: Li Buyun Lessee: CLPS Guangzhou Co., Ltd. (hereinafter referred to as Party B) Address: Unit 01-11, 20th floor,

Pursuant to Rule 13a-14(a) of the Exchange Act

Exhibit 12.2 Certification Pursuant to Rule 13a-14(a) of the Exchange Act I, Rui Yang, certify that: 1. I have reviewed this annual report on Form 20-F of CLPS Incorporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements

EX-21.1

Exhibit 21.1 Name of the Entity Jurisdiction Qinheng Co., Limited Hong Kong Qiner Co., Limited Hong Kong Shanghai Qincheng Information Technology Co., Ltd. PRC CLPS Shanghai Co., Ltd. PRC CLPS Dalian Co., Ltd. PRC CLPS Beijing Hengtong Co., Ltd. PRC JAJI (Shanghai) Co., Ltd. PRC JAJI (Shanghai) Human Resource Co., Ltd. PRC Ridik Technology (Australia) Pty. Ltd. Australia CLPS Technology (Singapore

Serial Number: Working Capital Loan Contract

Exhibit 10.19 Serial Number: Working Capital Loan Contract Contract Version Number: SPDB 20 2109 Working Capital Loan Contract Working Capital Loan Contract Borrower: CLPS Shanghai Co., Ltd. Principal Business Address: 2F, Building 18, 498 Guoshoujing Road, Pudong, Shanghai, China Contact Person: Huanzhen Wu Telephone: 15040094890 Fax: / Email: [email protected] Lender: Shanghai Pudong Develo

Contract for loans of working capital Contract number: DD6232023130

Exhibit 10.26 July 2023 edition 20231213125150-110317 Contract for loans of working capital Contract number: DD6232023130 Lender：Industrial Bank Co., Ltd Shanghai Pudong Branch Address：No. 710 Dongfang Road, China (Shanghai) Pilot Free Trade Zone Legal representative/person in charge：Jianping Meng Borrower：JAJI (Shanghai) Co., Ltd. Address： Room 5107, Building 5, No. 555 Dongchuan Road, Minhang Di

CLPS Incoproration (“the Company”) CLAWBACK POLICY

Exhibit 97.1 CLPS Incoproration (“the Company”) CLAWBACK POLICY Introduction The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted this

Rental Contract for Shanghai Pudong Software Park Guo Shoujing Park

Exhibit 10.9 Rental Contract for Shanghai Pudong Software Park Guo Shoujing Park NO:ZL(R)20230108 Both parties to this contract: Party A (Lessor): Shanghai Pudong Software Park Co., Ltd. Party B (Lessee): CLPS Shanghai Co., Ltd. According to Contract Law of the People’s Republic of China and Regulations of Shanghai Municipality on House Leasing, both parties conclude the contract on the basis of e

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Exhibit 10.21 Industrial and Commercial Finance - Accounts Receivable Financing CN11095286399-230412-CLPS GZ-FTG Date: June 21, 2023 CLPS Guangzhou Co., Ltd.(the “customer”) To whom it may concern: Credit Letter - Accounts Receivable Financing Agreement Based on recent discussions with your company, our bank, HSBC Bank (China) Limited Guangzhou Branch (the “Bank”), hereby provides debt purchase se

Housing lease Contract (Office space project) Date of contract. Year Month Day

Exhibit 10.10 Housing lease Contract (Office space project) Date of contract. Year Month Day Party A: 【Dalian Software Park Rong Yuan Development Co. 】 Registered office.【Room 202H, 2/F, Jinhuai Building, No. 33 Hongchuan East Road, Dalian Hi-Tech Industrial Park, Liaoning Province】 Tel.【0411-84756943】 Fax 【116023】 Postcode. 【 】 Party B: 【CLPS Dalian Co., Ltd. 】 Registered office.【Room #01-01/02/0

Pursuant to 18 U.S.C. Section 1350

Exhibit 13.1 Certification Pursuant to 18 U.S.C. Section 1350 Pursuant to U.S.C. Section 1350 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of CLPS Incorporation (the “Company”), does hereby certify, to such officer’s knowledge, that the Annual Report on Form 20-F for the year ended June 30,

Certification Pursuant to Rule 13a-14(a) of the Exchange Act

Exhibit 12.1 Certification Pursuant to Rule 13a-14(a) of the Exchange Act I, Raymond Ming Hui Lin, certify that: 1. I have reviewed this annual report on Form 20-F of CLPS Incorporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such

Serial Number: Working Capital Loan Contract

Exhibit 10.18 Serial Number: Working Capital Loan Contract Contract Version Number: SPDB 20 2109 Working Capital Loan Contract Working Capital Loan Contract Borrower: CLPS Shanghai Co., Ltd. Principal Business Address: 2F, Building 18, 498 Guoshoujing Road, Pudong, Shanghai, China Contact Person: Huanzhen Wu Telephone: 15040094890 Fax: / Email: [email protected] Lender: Shanghai Pudong Develo

Contract for loans of working capital (2021 edition)

Exhibit 10.25 Contract No:30241000056 Contract for loans of working capital (2021 edition) Special Reminder: This contract is negotiated and concluded by both parties on an equal and voluntary basis in accordance with the law. All terms of the contract represent the true intentions of both parties. In order to safeguard the legitimate rights and interests of the borrower, the lender hereby request

Guangzhou Fengxing Plaza office lease contract

Exhibit 10.12 NO. Guangzhou Fengxing Plaza office lease contract Lessor: Guangzhou Fengwei Decoration Engineering Co., Ltd. (hereinafter referred to as Party A) Address: 2807, No. 67, Tianhe East Road, Tianhe District, Guangzhou Tel: 020-38394333 Postal Code: 510620 Legal representative: Li Buyun Lessee: CLPS Guangzhou Co., Ltd. (hereinafter referred to as Party B) Address: Unit 01-11, 21th floor,

CLPS Incorporation Regains Compliance with Nasdaq Minimum Bid Price Requirement

Exhibit 99.1 CLPS Incorporation Regains Compliance with Nasdaq Minimum Bid Price Requirement HONG KONG, Sep. 9, 2024 / PRNewswire / — CLPS Incorporation (the “Company” or “CLPS”) (Nasdaq: CLPS) today announced that it has received a written notice (“Notification”) from the Nasdaq Stock Market LLC (“Nasdaq”) informing that the Company has regained compliance with the Nasdaq’s minimum bid price requ

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 September 2024 Commission File No. 001-3850

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 September 2024 Commission File No. 001-38505 CLPS Incorporation c/o Unit 1000, 10th Floor, Millennium City III 370 Kwun Tong Road, Kwun Tong, Kowloon Hong Kong SAR Tel: (852) 37073600 (ADDRESS

CLPS / CLPS Incorporation / QINHUI LTD. - AMENDMENT NO. 7 TO SCHEDULE 13D Activist Investment

SC 13D/A 1 ea0210247-sc13da7huilinclps.htm AMENDMENT NO. 7 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 7) Under the Securities Exchange Act of 1934 CLPS Incorporation (Name of Issuer) Common Stock (Title of Class of Securities) G31642 (CUSIP Number) Raymond Ming Hui Lin c/o Unit 1000, 10th Floor, Millennium City III 370 Kwun T

CLPS Incorporation Announces Promotion of Chief Operating Officer Mr. Henry Li Li to President

Exhibit 99.1 CLPS Incorporation Announces Promotion of Chief Operating Officer Mr. Henry Li Li to President HONG KONG, July 2, 2024 / PRNewswire / — CLPS Incorporation (the “Company” or “CLPS”) (Nasdaq: CLPS) today announced the organizational restructuring with the appointment of Chief Operating Officer (“COO”), Mr. Henry Li Li, as the President of the Company, effective immediately. Mr. Li will

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 July 2024 Commission File No. 001-38505 CLP

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 July 2024 Commission File No. 001-38505 CLPS Incorporation c/o Unit 1000, 10th Floor, Millennium City III 370 Kwun Tong Road, Kwun Tong, Kowloon Hong Kong SAR Tel: (852) 37073600 (ADDRESS OF PR

CLPS Incorporation Receives Nasdaq Notification Regarding Minimum Bid Price Requirements

Exhibit 99.1 CLPS Incorporation Receives Nasdaq Notification Regarding Minimum Bid Price Requirements HONG KONG, June 14, 2024 / PRNewswire / — CLPS Incorporation (the “Company” or “CLPS”) (Nasdaq: CLPS) today announced that it received a written notice from The Nasdaq Stock Market LLC (“Nasdaq”) dated June 10, 2024, indicating that the Company’s closing bid price for its common shares fell below

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 June 2024 Commission File No. 001-38505 CLP

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 June 2024 Commission File No. 001-38505 CLPS Incorporation c/o Unit 1000, 10th Floor, Millennium City III 370 Kwun Tong Road, Kwun Tong, Kowloon Hong Kong SAR Tel: (852) 37073600 (ADDRESS OF PR

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 May 2024 Commission File No. 001-38505 CLPS

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 May 2024 Commission File No. 001-38505 CLPS Incorporation c/o Unit 1000, 10th Floor, Millennium City III 370 Kwun Tong Road, Kwun Tong, Kowloon Hong Kong SAR Tel: (852) 37073600 (ADDRESS OF PRI

Pursuant to Rule 13a-14(a) of the Exchange Act

Exhibit 12.2 Certification Pursuant to Rule 13a-14(a) of the Exchange Act I, Rui Yang, certify that: 1. I have reviewed this annual report on Form 20-F, as amended by Amendment No. 1 thereto, of CLPS Incorporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the ci

Certification Pursuant to Rule 13a-14(a) of the Exchange Act

Exhibit 12.1 Certification Pursuant to Rule 13a-14(a) of the Exchange Act I, Raymond Ming Hui Lin, certify that: 1. I have reviewed this annual report on Form 20-F, as amended by Amendment No. 1 thereto, of CLPS Incorporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in lig

Supplemental Submission Pursuant to Item 16I(a) of Form 20-F

Exhibit 15.1 Supplemental Submission Pursuant to Item 16I(a) of Form 20-F On November 18, 2022, the Company was conclusively identified by the U.S. Securities and Exchange Commission (the “SEC”) as a “Commission-Identified Issuer” pursuant to the HFCAA because it filed an annual report on Form 20-F for the year ended June 30, 2022 with the SEC on October 20, 2022 with an audit report issued by Ern

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F/A (Amendment No. 1) (Mark one) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F/A (Amendment No. 1) (Mark one) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF TH

Pursuant to 18 U.S.C. Section 1350

Exhibit 13.1 Certification Pursuant to 18 U.S.C. Section 1350 Pursuant to U.S.C. Section 1350 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of CLPS Incorporation (the “Company”), does hereby certify, to such officer’s knowledge, that the Annual Report on Form 20-F for the year ended June 30,

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 March 2024 Commission File No. 001-38505 CL

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 March 2024 Commission File No. 001-38505 CLPS Incorporation c/o Unit 1000, 10th Floor, Millennium City III 370 Kwun Tong Road, Kwun Tong, Kowloon Hong Kong SAR Tel: (852) 37073600 (ADDRESS OF P

CLPS Incorporation Reports Financial Results for the First Half of Fiscal Year 2024

Exhibit 99.1 CLPS Incorporation Reports Financial Results for the First Half of Fiscal Year 2024 Hong Kong, March 5, 2024 /PRNewswire/ — CLPS Incorporation (the “Company” or “CLPS”) (Nasdaq: CLPS), today announced its unaudited financial results for the six months ended December 31, 2023, or the first half of the Company’s fiscal year 2024. During this period, CLPS navigated a challenging global e

Via Edgar

Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Main Fax 212.407.4000 212.407.4990 Via Edgar February 26, 2024 Charlie Guidry and Jennifer Gowetski Division of Corporation Finance Disclosure Review Program U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: CLPS Incorporation Form 20-F for Fiscal Year ended June 30, 2023 Response Dated January 29, 2024 File No.

Via Edgar

Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Main 212.407.4000 Fax 212.407.4990 Via Edgar January 29, 2024 Charlie Guidry and Jennifer Gowetski Division of Corporation Finance Disclosure Review Program U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: CLPS Incorporation Form 20-F for Fiscal Year ended June 30, 2023 File No. 001-38505 Dear Mr. Guidry and Ms

As filed with the Securities and Exchange Commission on November 15, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Including registrat

Registration No. 333-271860 As filed with the Securities and Exchange Commission on November 15, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Including registration of shares for resale by means of a reoffer prospectus) CLPS Incorporation (Exact name of registrant as

Current Fund Loan Contract Bank of Communications Co., Ltd.

Exhibit 10.22 No.: Z2212LN15642416 Current Fund Loan Contract Bank of Communications Co., Ltd. No.: Z2212LN15642416 Current Fund Loan Contract Important Notes Please read the full text of this contract carefully, especially those articles marked with ▲▲. Please inquire the loaner in case of any question. Whereas, the borrower applies to the loaner for the line of credit of current fund, both parti

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark one) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark one) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANG

Credit Agreement (applicable in the case of working capital loans where no separate loan contract is required)

Exhibit 10.23 Important Notes. Dear customer, in order to safeguard your rights and interests, please read this agreement in its entirety, especially the bolded and highlighted clauses, carefully before signing it. If you have any doubts, please ask us to clarify them promptly. If you are still in doubt or unsure of anything, please consult your lawyer and relevant professionals. Credit Agreement

Rental Contract for Shanghai Pudong Software Park Guo Shoujing Park

Exhibit 10.11 Rental Contract for Shanghai Pudong Software Park Guo Shoujing Park Contract No: ZL (N) 20230061 Both parties to this contract: Party A (Lessor): Shanghai Pudong Software Park Co., Ltd. Party B (Lessee):Shanghai Chenqin Information Technology Services Co., Ltd. According to Contract Law of the People’s Republic of China and Regulations of Shanghai Municipality on House Leasing, both

Pursuant to 18 U.S.C. Section 1350

Exhibit 13.1 Certification Pursuant to 18 U.S.C. Section 1350 Pursuant to U.S.C. Section 1350 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of CLPS Incorporation (the "Company"), does hereby certify, to such officer's knowledge, that the Annual Report on Form 20-F for the year ended June 30,

Certification Pursuant to Rule 13a-14(a) of the Exchange Act

Exhibit 12.1 Certification Pursuant to Rule 13a-14(a) of the Exchange Act I, Raymond Ming Hui Lin, certify that: 1. I have reviewed this annual report on Form 20-F of CLPS Incorporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such

Guangzhou Fengxing Plaza office lease contract

Exhibit 10.14 NO. Guangzhou Fengxing Plaza office lease contract Lessor: Guangzhou Fengwei Decoration Engineering Co., Ltd. (hereinafter referred to as Party A) Address: 2807, No. 67, Tianhe East Road, Tianhe District, Guangzhou Tel: 020-38394333 Postal Code: 510620 Legal representative: Li Buyun Lessee: CLPS Guangzhou Co., Ltd. (hereinafter referred to as Party B) Address: Unit 01-11, 20th floor,

SPD BANK contract for loans of working capital contract for loans of working capital

Exhibit 10.20 No: 98842023280447 SPD BANK contract for loans of working capital contract for loans of working capital Borrower: ChinaLink Professional Services Co., Ltd. Principal business address: 2nd floor, building 18, No. 498, GuoShouJing Road, Pudong New Area, Shanghai The contact: Lisa Wu Tell: 18516502856 Fax: / Email: [email protected] Lender: Shanghai Pudong Development Bank Co., LTD

Pursuant to Rule 13a-14(a) of the Exchange Act

Exhibit 12.2 Certification Pursuant to Rule 13a-14(a) of the Exchange Act I, Rui Yang, certify that: 1. I have reviewed this annual report on Form 20-F of CLPS Incorporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements

Rental Contract for Shanghai Pudong Software Park Guo Shoujing Park

Exhibit 10.12 Rental Contract for Shanghai Pudong Software Park Guo Shoujing Park NO:ZL(R)20210069 Both parties to this contract: Party A (Lessor): Shanghai Pudong Software Park Co., Ltd. Party B (Lessee): ChinaLink Professional Services Co., Ltd. According to Contract Law of the People’s Republic of China and Regulations of Shanghai Municipality on House Leasing, both parties conclude the contrac

EX-21.1

Exhibit 21.1 Name of the Entity Jurisdiction Qinheng Co., Limited Hong Kong Qiner Co., Limited Hong Kong Shanghai Qincheng Information Technology Co., Ltd. PRC CLPS Shanghai Co., Ltd. PRC CLPS Dalian Co., Ltd. PRC CLPS Ruicheng Co., Ltd. PRC CLPS Beijing Hengtong Co., Ltd. PRC JAJI (Shanghai) Co., Ltd. PRC JAJI (Shanghai) Human Resource Co., Ltd. PRC Ridik Technology (Australia) Pty. Ltd. Australi

Guangzhou Fengxing Plaza office lease contract

Exhibit 10.15 NO. Guangzhou Fengxing Plaza office lease contract Lessor: Guangzhou Fengwei Decoration Engineering Co., Ltd. (hereinafter referred to as Party A) Address: 2807, No. 67, Tianhe East Road, Tianhe District, Guangzhou Tel: 020-38394333 Postal Code: 510620 Legal representative: Li Buyun Lessee: CLPS Guangzhou Co., Ltd. (hereinafter referred to as Party B) Address: Unit 01-11, 21th floor,

Housing lease Contract (Office space project) Date of contract. Year Month Day

Exhibit 10.13 Housing lease Contract (Office space project) Date of contract. Year Month Day Party A: [Dalian Software Park Rong Yuan Development Co. ] Registered office. [Room 202H, 2/F, Jinhuai Building, No. 33 Hongchuan East Road, Dalian Hi-Tech Industrial Park, Liaoning Province] Tel. [0411-84756943] Fax [116023] Postcode. [ ] Party B: [CLPS Dalian Co., Ltd. ] Registered office. [Room #01-01/0

SPD BANK contract for loans of working capital contract for loans of working capital

Exhibit 10.21 No: SPD BANK contract for loans of working capital contract for loans of working capital Borrower: ChinaLink Professional Services Co., Ltd. Principal business address: 2nd floor, building 18, No. 498, GuoShouJing Road, Pudong New Area, Shanghai The contact: Lisa Wu Tell: 021-31268010 Fax: / Email: [email protected] Lender: Shanghai Pudong Development Bank Co., LTD. Jinqiao Bran

CLPS / CLPS Inc / QINHUI LTD. - AMENDMENT NO. 6 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 6) Under the Securities Exchange Act of 1934 CLPS Incorporation (Name of Issuer) Common Stock (Title of Class of Securities) G31642 (CUSIP Number) Raymond Ming Hui Lin c/o Unit 1000, 10th Floor, Millennium City III 370 Kwun Tong Road Kwun Tong, Kowloon Hong Kong SAR Tel: +852 37073600 (Name, Address

CLPS / CLPS Inc / QINHUI LTD. - AMENDMENT NO. 5 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 5) Under the Securities Exchange Act of 1934 CLPS Incorporation (Name of Issuer) Common Stock (Title of Class of Securities) G31642 (CUSIP Number) Raymond Ming Hui Lin c/o Unit 1000, 10th Floor, Millennium City III 370 Kwun Tong Road Kwun Tong, Kowloon Hong Kong SAR Tel: +852 37073600 (Name, Address

CLPS / CLPS Inc / QINRUI LTD. - AMENDMENT NO. 3 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 3) Under the Securities Exchange Act of 1934 CLPS Incorporation (Name of Issuer) Common Stock (Title of Class of Securities) G31642 (CUSIP Number) Xiao Feng Yang c/o Unit 1000, 10th Floor, Millennium City III, 370 Kwun Tong Road Kwun Tong, Kowloon Hong Kong SAR Tel: +852 37073600 (Name, Address and

As filed with the Securities and Exchange Commission on May 12, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CLPS Incorporation (Exact name of registrant

Registration No. 333- As filed with the Securities and Exchange Commission on May 12, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CLPS Incorporation (Exact name of registrant as specified in its charter) Cayman Islands Not applicable (State or other jurisdiction (I.R.S. Employer of incorporation or or

Calculation of Filing Fee Tables (Form Type) CLPS Incorporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables S-8 (Form Type) CLPS Incorporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common Stock at par value $0.

CLPS INCORPORATION 2023 Equity Incentive Plan ______________________

Exhibit 10.1 CLPS INCORPORATION 2023 Equity Incentive Plan Section 1. Establishment and Purpose. 1.1 The purpose of the Plan is to attract and retain outstanding individuals as Employees, Directors and Consultants of the Company and its Subsidiaries, to recognize the contributions made to the Company and its Subsidiaries by Employees, Directors and Consultants, and to provide such Employees, Direc

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 2023 Commission File No. 001-38505 CL

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 2023 Commission File No. 001-38505 CLPS Incorporation c/o Unit 1102, 11th Floor, Millennium City III 370 Kwun Tong Road, Kwun Tong Kowloon Hong Kong SAR (ADDRESS OF PRINCIPAL EXECUTIVE OF

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 March 2023 Commission File No. 001-38505 CLPS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 March 2023 Commission File No.

CLPS Incorporation c/o Unit 1102, 11th Floor, Millennium City III 370 Kwun Tong Road Kwun Tong, Kowloon Hong Kong SAR NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To be held on April 24, 2023

Exhibit 99.1 CLPS Incorporation c/o Unit 1102, 11th Floor, Millennium City III 370 Kwun Tong Road Kwun Tong, Kowloon Hong Kong SAR NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To be held on April 24, 2023 To the Shareholders of CLPS Incorporation: Notice is hereby given that the Annual Meeting of the Shareholders of CLPS Incorporation (the “Company”) will be held on April 24, 2023 at 10 AM China time

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 March 2023 Commission File No. 001-38505 CL

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 March 2023 Commission File No. 001-38505 CLPS Incorporation c/o Unit 1102, 11th Floor, Millennium City III 370 Kwun Tong Road, Kwun Tong Kowloon Hong Kong SAR (ADDRESS OF PRINCIPAL EXECUTIVE OF

CLPS Incorporation Reports Financial Results for the First Half of Fiscal Year 2023

Exhibit 99.1 CLPS Incorporation Reports Financial Results for the First Half of Fiscal Year 2023 Hong Kong, March 3, 2023 /PRNewswire/ - CLPS Incorporation (the “Company” or “CLPS”) (Nasdaq: CLPS), today announced its unaudited financial results for the six months ended December 31, 2022, or the first half of the Company’s fiscal year 2023. During this period, the global economy and international

CLPS Incorporation c/o Unit 1102, 11th Floor, Millennium City III 370 Kwun Tong Road, Kwun Tong, Kowloon Hong Kong SAR

CORRESP 1 filename1.htm CLPS Incorporation c/o Unit 1102, 11th Floor, Millennium City III 370 Kwun Tong Road, Kwun Tong, Kowloon Hong Kong SAR December 22, 2022 Via EDGAR Matthew Crispino Staff Attorney Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: CLPS Inc. Amendment No. 4 to Registration Statement on Form F-3 Filed on December

CLPS Incorporation c/o Unit 1102, 11th Floor, Millennium City III 370 Kwun Tong Road, Kwun Tong, Kowloon Hong Kong SAR

CORRESP 1 filename1.htm CLPS Incorporation c/o Unit 1102, 11th Floor, Millennium City III 370 Kwun Tong Road, Kwun Tong, Kowloon Hong Kong SAR December 21, 2022 Via EDGAR Matthew Crispino Staff Attorney Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: CLPS Inc. Amendment No. 4 to Registration Statement on Form F-3 Filed on December

As filed with the Securities and Exchange Commission on December 19, 2022

As filed with the Securities and Exchange Commission on December 19, 2022 Registration No.

Re: List of Shareholders

CORRESP 1 filename1.htm Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Tel. 212.407.4000 Fax 212.407.4990 December 9, 2022 Via Email and EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: CLPS Inc. Holding Foreign Companies Accountable Act (“HFCCA”) Dear Madam/Sir: This letter is submitted on behalf of CLPS Inc. (the “Company” or “we”) in response to the

Loeb & Loeb LLP

Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Tel. 212.407.4000 Fax 212.407.4990 November 29, 2022 Via Email and EDGAR Jan Woo Legal Branch Chief Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: CLPS Inc. Amendment No. 2 to Registration Statement on Form F-3 Filed on November 10, 2022 Commission File No. 333-266951 Dear Ms. Wo

As filed with the Securities and Exchange Commission on November 29, 2022

As filed with the Securities and Exchange Commission on November 29, 2022 Registration No.

2

CORRESP 1 filename1.htm Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Tel. 212.407.4000 Fax 212.407.4990 November 10, 2022 Via Email and EDGAR Jan Woo Legal Branch Chief Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: CLPS Inc. Amendment No. 1 to Registration Statement on Form F-3 Filed on October 12, 2022 Commission File No.

As filed with the Securities and Exchange Commission on November 10, 2022

As filed with the Securities and Exchange Commission on November 10, 2022 Registration No.

Credit Agreement with Bank of Shanghai Pudong Development Bank Co. Ltd-10 million

Exhibit 10.20 No: 98842022280249 SPD BANK contract for loans of working capital Contract for loans of working capital Borrower: ChinaLink Professional Services Co., Ltd. Principal business address?2nd floor, building 18, No. 498, GuoShouJing Road, Pudong New Area, Shanghai The contact?Lisa Wu Tell?021-31268010 Fax?/ [email protected] Lender?Shanghai Pudong Development Bank Co., LTD. Jin

Credit Agreement with Bank of Shanghai Pudong Development Bank Co. Ltd-10 million

Exhibit 10.19 No: 98842022280318 SPD BANK contract for loans of working capital contract for loans of working capital Borrower: ChinaLink Professional Services Co., Ltd. Principal business address: 2nd floor, building 18, No. 498, GuoShouJing Road, Pudong New Area, Shanghai The contact: Lisa Wu Tell: 021-31268010 Fax: / Email: [email protected] Lender: Shanghai Pudong Development Bank Co., LT

Certification of the Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended.

Exhibit 12.1 Certification Pursuant to Rule 13a-14(a) of the Exchange Act I, Raymond Ming Hui Lin, certify that: 1. I have reviewed this annual report on Form 20-F of CLPS Incorporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 13.1 Certification Pursuant to 18 U.S.C. Section 1350 Pursuant to U.S.C. Section 1350 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of CLPS Incorporation (the ?Company?), does hereby certify, to such officer?s knowledge, that the Annual Report on Form 20-F for the year ended June 30,

Master Lease Agreement - Shanghai Pudong Software Park Co., Ltd.

Exhibit 10.11 Rental Contract for Shanghai Pudong Software Park Guo Shoujing Park NO:ZL(R)20210069 Both parties to this contract: Party A (Lessor): Shanghai Pudong Software Park Co., Ltd. Party B (Lessee): ChinaLink Professional Services Co., Ltd. According to Contract Law of the People?s Republic of China and Regulations of Shanghai Municipality on House Leasing, both parties conclude the contrac

Credit Agreement with Bank of Shanghai Pudong Development Bank Co. Ltd-10 million

Exhibit 10.18 No: SPD BANK contract for loans of working capital contract for loans of working capital Borrower: ChinaLink Professional Services Co., Ltd. Principal business address: 2nd floor, building 18, No. 498, GuoShouJing Road, Pudong New Area, Shanghai The contact: Lisa Wu Tell: 021-31268010 Fax: / Email: [email protected] Lender: Shanghai Pudong Development Bank Co., LTD. Jinqiao Bran

Master Lease Agreement - Dalian High-Tech Park

Exhibit 10.12 Housing lease Contract (Office space project) Date of contract. ? ?Year Month Day Party A: ?Dalian Software Park Rong Yuan Development Co. ? Registered office.?Room 202H, 2/F, Jinhuai Building, No. 33 Hongchuan East Road, Dalian Hi-Tech Industrial Park, Liaoning Province? Tel.?0411-84756943? Fax ?116023? Postcode. ? ? Party B: ?CLPS Dalian Co., Ltd. ? Registered office.?Room #01-01/0

Credit Agreement with China Merchants Bank Co., Ltd.-7.7 million

Exhibit 10.22 Important: Dear customer, in order to safeguard the rights and interests of your company, please read the full text of this application carefully before signing this application, especially the black and bold clauses. If there is any doubt, please ask our bank to explain it in time. If you still have any questions or doubts, please consult your lawyers and relevant professionals. No.

Credit Agreement with Bank of Shanghai Pudong Development Bank Co. Ltd-10 million

Exhibit 10.17 No:98842022280035 SPD BANK contract for loans of working capital contract for loans of working capital Borrower: ChinaLink Professional Services Co., Ltd. Principal business address?2nd floor, building 18, No. 498, GuoShouJing Road, Pudong New Area, Shanghai The contact?Lisa Wu Tell?021-31268010 Fax?/ [email protected] Lender?Shanghai Pudong Development Bank Co., LTD. Jinq

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark one) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark one) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANG

Credit Agreement with Bank of Communications Bank Co., Ltd.-10 million.

Exhibit 10.21 No.: Z2205LN15641967 Current Fund Loan Contract Bank of Communications Co., Ltd. No.: Z2205LN15641967 Current Fund Loan Contract Important Notes Please read the full text of this contract carefully, especially those articles marked with ??. Please inquire the loaner in case of any question. Whereas, the borrower applies to the loaner for the line of credit of current fund, both parti

Master Lease Agreement - Shanghai Pudong Software Park Co., Ltd.

Exhibit 10.10 Rental Contract for Shanghai Pudong Software Park Guo Shoujing Park Contract No: ZL (C) 20210016 Both parties to this contract: Party A (Lessor): Shanghai Pudong Software Park Co., Ltd. Party B (Lessee): Jaji (Shanghai) Co., Ltd. According to Contract Law of the People?s Republic of China and Regulations of Shanghai Municipality on House Leasing, both parties conclude the contract on

Credit Agreement with China Merchants Bank Co., Ltd.-8 million

Exhibit 10.23 Important Notes. Dear customer, in order to safeguard your rights and interests, please read this agreement in its entirety, especially the bolded and highlighted clauses, carefully before signing it. If you have any doubts, please ask us to clarify them promptly. If you are still in doubt or unsure of anything, please consult your lawyer and relevant Credit Agreement (applicable in

Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended.

Exhibit 12.2 Certification Pursuant to Rule 13a-14(a) of the Exchange Act I, Rui Yang, certify that: 1. I have reviewed this annual report on Form 20-F of CLPS Incorporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements

List of Subsidiaries of the Registrant.

Exhibit 21.1 Name of the Entity Jurisdiction Qinheng Co., Limited Hong Kong Qiner Co., Limited Hong Kong Shanghai Qincheng Information Technology Co., Ltd. PRC ChinaLink Professional Services Co., Ltd. PRC CLPS Dalian Co., Ltd. PRC CLPS Ruicheng Co., Ltd. PRC CLPS Beijing Hengtong Co., Ltd. PRC JAJI (Shanghai) Co., Ltd. PRC JAJI (Shanghai) Human Resource Co., Ltd. PRC CLPS-Ridik Technology (Austra

Form of Indenture

Exhibit 4.3 CLPS Incorporation INDENTURE Dated as of [ ] [ ] TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.1 Definitions 1 Section 1.2 Other Definitions 3 Section 1.3 Incorporation by Reference of Trust Indenture Act 4 Section 1.4 Rules of Construction 4 ARTICLE II THE SECURITIES Section 2.1 Issuable in Series 4 Section 2.2 Establishment of Terms of Series o

As filed with the Securities and Exchange Commission on October 12, 2022

As filed with the Securities and Exchange Commission on October 12, 2022 Registration No.

2

CORRESP 1 filename1.htm Loeb & Loeb LLP 345 Park Avenue New York, NY 10154 Tel. 212.407.4000 Fax 212.407.4990 October 12, 2022 Via Email and EDGAR Jan Woo Legal Branch Chief Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: CLPS Inc. Registration Statement F-3 Filed on August 18, 2022 Commission File No. 333-266951 Dear Ms. Woo: Thi

August 22, 2022

August 22, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

Calculation of Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables ???..F-3???.. (Form Type) ???????????????????..CLPS Incorporation???????????????????.. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering

As filed with the Securities and Exchange Commission on August 18, 2022

As filed with the Securities and Exchange Commission on August 18, 2022 Registration No.

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 May 2022 Commission File No. 001-38505 CLPS

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 May 2022 Commission File No. 001-38505 CLPS Incorporation c/o Unit 1102, 11th Floor, Millennium City III 370 Kwun Tong Road, Kwun Tong Kowloon Hong Kong SAR (ADDRESS OF PRINCIPAL EXECUTIVE OFFI

CLPS Incorporation c/o Unit 1102, 11th Floor, Millennium City III 370 Kwun Tong Road Kwun Tong, Kowloon Hong Kong SAR NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To be held on May 17, 2022

Exhibit 99.1 CLPS Incorporation c/o Unit 1102, 11th Floor, Millennium City III 370 Kwun Tong Road Kwun Tong, Kowloon Hong Kong SAR NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To be held on May 17, 2022 To the Shareholders of CLPS Incorporation: Notice is hereby given that the Annual Meeting of the Shareholders of CLPS Incorporation (the ?Company?) will be held on May 17, 2022 at 10 AM China time (or

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 2022 Commission File No. 001-38505 CLPS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 2022 Commission File No.

CLPS Incorporation Reports Financial Results for the First Half of Fiscal Year 2022

Exhibit 99.1 CLPS Incorporation Reports Financial Results for the First Half of Fiscal Year 2022 Hong Kong, March 4, 2022 /PRNewswire/ ? CLPS Incorporation (the ?Company? or ?CLPS?) (Nasdaq: CLPS), today announced its unaudited financial results for the six months ended December 31, 2021, or the first half of the Company?s fiscal year 2022. First Half of Fiscal 2022 Highlights (all results compare

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 March 2022 Commission File No. 001-38505 CL

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 March 2022 Commission File No. 001-38505 CLPS Incorporation c/o Unit 1102, 11th Floor, Millennium City III 370 Kwun Tong Road, Kwun Tong Kowloon Hong Kong SAR (ADDRESS OF PRINCIPAL EXECUTIVE OF

CLPS / CLPS Incorporation / QINHUI LTD. - AMENDMENT NO. 4 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 4) Under the Securities Exchange Act of 1934 CLPS Incorporation (Name of Issuer) Common Stock (Title of Class of Securities) G31642 (CUSIP Number) Raymond Ming Hui Lin c/o Unit 1102, 11th Floor, Millennium City III 370 Kwun Tong Road Kwun Tong, Kowloon Hong Kong SAR Tel: +852 37073600 (Name, Address

CLPS / CLPS Incorporation / QINRUI LTD. - AMENDMENT NO. 2 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 2) Under the Securities Exchange Act of 1934 CLPS Incorporation (Name of Issuer) Common Stock (Title of Class of Securities) G31642 (CUSIP Number) Xiao Feng Yang c/o Unit 1102, 11th Floor, Millennium City III, 370 Kwun Tong Road Kwun Tong, Kowloon Hong Kong SAR Tel: +852 37073600 (Name, Address and

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 December 2021 Commission File No. 001-38505

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 December 2021 Commission File No. 001-38505 CLPS Incorporation c/o Unit 1102, 11th Floor, Millennium City III, 370 Kwun Tong Road Kwun Tong, Kowloon Hong Kong SAR (ADDRESS OF PRINCIPAL EXECUTIV

CLPS INCORPORATION ® NASDAQ: CLPS DISCLAIMER All statements contained herein other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our ob

Exhibit 99.1 CLPS INCORPORATION ? NASDAQ: CLPS DISCLAIMER All statements contained herein other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward - looking statements . The words ?believe,? ?may,? ?will,? ?estimate,? ?continue,? ?anticipat

Credit Agreement with Bank of Communications Co., Ltd.- 8 million.

Exhibit 10.18 No: Z2106LN15654078 contract for loans of working capital Bank of Communications Co., Ltd NO: Z2106LN15654078 contract for loans of working capital Important tips The borrower is requested to carefully read the full text of this contract, especially the clauses marked with ??. In case of any doubt, please timely submit it to the lender for explanation. In view of the borrower?s appli

Employment Agreement between the Company and Li Li.

Exhibit 10.8 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?) is entered into as of June 11, 2019 with the effective date of June 11, 2019 (the ?Effective Date?), by and between CLPS INCORPORATION, a Cayman Islands corporation (the ?Company?) having its principal place of business at c/o 2nd Floor, Building 18, Shanghai Pudong Software Park, 498 Guoshoujin Road, Pudong, Shanghai 20

Credit Agreement with Bank of Shanghai Pudong Development Co. Ltd-10 million

Exhibit 10.16 No: 9884201280129 SPD BANK contract for loans of working capital contract for loans of working capital Borrower: ChinaLink Professional Services Co., Ltd. Principal business address?2nd floor, building 18, No. 498, GuoShouJing Road, Pudong New Area, Shanghai The contact?Lisa Wu Tell?18516502856 Fax?/ [email protected] Lender?Shanghai Pudong Development Bank Co., LTD. Jinqi

List of Subsidiaries of the Registrant.

Exhibit 21.1 Name of the Entity Jurisdiction Qinheng Co., Limited Hong Kong Qiner Co., Limited Hong Kong Shanghai Qincheng Information Technology Co., Ltd. PRC ChinaLink Professional Services Co., Ltd. PRC CLPS Dalian Co., Ltd. PRC CLPS Ruicheng Co., Ltd. PRC CLPS Beijing Hengtong Co., Ltd. PRC JAJI (Shanghai) Co., Ltd. PRC JAJI (Shanghai) Human Resource Co., Ltd. PRC CLPS-Ridik Technology (Austra

Certification of the Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended.

Exhibit 12.1 Certification Pursuant to Rule 13a-14(a) of the Exchange Act I, Raymond Ming Hui Lin, certify that: 1. I have reviewed this annual report on Form 20-F of CLPS Incorporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such

Credit Agreement with Bank of Shanghai Pudong Development Co. Ltd-10 million

Exhibit 10.17 No: 9884201280129 SPD BANK Contract for Loans of Working Capital Contract for Loans of Working Capital Borrower: ChinaLink Professional Services Co., Ltd. Principal business address?2nd floor, Building 18, No. 498, GuoShouJing Road, Pudong New Area, Shanghai The contact?Lisa Wu Tell?18516502856 Fax?/ [email protected] Lender?Shanghai Pudong Development Bank Co., LTD. Jinqi

Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended.

Exhibit 12.2 Certification Pursuant to Rule 13a-14(a) of the Exchange Act I, Rui Yang, certify that: 1. I have reviewed this annual report on Form 20-F of CLPS Incorporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 13.1 Certification Pursuant to 18 U.S.C. Section 1350 Pursuant to U.S.C. Section 1350 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of CLPS Incorporation (the ?Company?), does hereby certify, to such officer?s knowledge, that the Annual Report on Form 20-F for the year ended June 30,

Master Lease Agreement - Shanghai Pudong Software Park Co., Ltd.

Exhibit 10.11 Rental Contract for Shanghai Pudong Software Park Guo Shoujing Park Contract No: ZL (C) 20210016 Both parties to this contract: Party A (Lessor): Shanghai Pudong Software Park Co., Ltd. Party B (Lessee): Jaji (Shanghai) Co., Ltd. According to Contract Law of the People?s Republic of China and Regulations of Shanghai Municipality on House Leasing, both parties conclude the contract on

Credit Agreement with Bank of Communications Co., Ltd.- 12 million

Exhibit 10.19 No: Z2103LN15613701 contract for loans of working capital Bank of Communications Co., Ltd No.: Z2103LN15613701 contract for loans of working capital Important tips The borrower is requested to carefully read the full text of this contract, especially the clauses marked with ??. In case of any doubt, please timely submit it to the lender for explanation. In view of the borrower's appl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark one) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECUR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark one) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANG

Master Lease Agreement - Shanghai Pudong Software Park Co., Ltd.

Exhibit 10.10 Rental Contract for Shanghai Pudong Software Park Guo Shoujing Park NO:ZL(R)20210069 Both parties to this contract: Party A (Lessor): Shanghai Pudong Software Park Co., Ltd. Party B (Lessee): ChinaLink Professional Services Co., Ltd. According to Contract Law of the People?s Republic of China and Regulations of Shanghai Municipality on House Leasing, both parties conclude the contrac

Description of Securities registered under Section 12 of the Exchange Act

Exhibit 2 DESCRIPTION OF COMMON SHARES We are a Cayman Islands company and our affairs are governed by our Memorandum and Articles of Association and Companies Law of the Cayman Islands, which we refer to as the Companies Law below.

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 June 2021 Commission File No. 001-38505 CLP

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 June 2021 Commission File No. 001-38505 CLPS Incorporation c/o Unit 1102, 11th Floor, Millennium City III, 370 Kwun Tong Road Kwun Tong, Kowloon Hong Kong SAR (ADDRESS OF PRINCIPAL EXECUTIVE OF

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 3) Under the Securities Exchange Act of 1934 CLPS Incorporation (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) Raymond Mi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 3) Under the Securities Exchange Act of 1934 CLPS Incorporation (Name of Issuer) Common Stock (Title of Class of Securities) G31642 (CUSIP Number) Raymond Ming Hui Lin c/o Unit 1102, 11th Floor, Millennium City III 370 Kwun Tong Road Kwun Tong, Kowloon Hong Kong SAR Tel: +852 37073600 (Name, Address

-

CLPS Incorporation c/o Unit 1102, 11th Floor, Millennium City III 370 Kwun Tong Road, Kwun Tong, Kowloon Hong Kong SAR April 7, 2021 VIA EDGAR Jeff Kauten Attorney-Adviser United States Securities and Exchange Commission Division of Corporation Finance, Office of Technology 100 F.

- AMENDMENT NO. 1 TO FORM F-3

As filed with the Securities and Exchange Commission on April 7, 2021 Registration No.

- REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on March 31, 2021 Registration No.

Form 6-K

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 March 2021 Commission File No. 001-38505 CLPS Incorporation c/o Unit 1102, 11th Floor, Millennium City III 370 Kwun Tong Road, Kwun Tong Kowloon Hong Kong SAR (ADDRESS OF PRINCIPAL EXECUTIVE OF

Form 6-K

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 March 2021 Commission File No. 001-38505 CLPS Incorporation c/o Unit 702, 7th Floor, Millennium City II 378 Kwun Tong Road, Kwun Tong Kowloon Hong Kong SAR (ADDRESS OF PRINCIPAL EXECUTIVE OFFIC

CLPS Incorporation Reports Financial Results for the First Half of Fiscal Year 2021

EX-99.1 2 ea137099ex99-1clpsincorp.htm PRESS RELEASE Exhibit 99.1 CLPS Incorporation Reports Financial Results for the First Half of Fiscal Year 2021 Hong Kong, March 5, 2021 /PRNewswire/ - CLPS Incorporation (the “Company” or “CLPS”) (Nasdaq: CLPS), today announced its unaudited financial results for the six months ended December 31, 2020, or the first half of the Company’s fiscal year 2021. Firs

Form 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 6-K/A REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2021 Commission File No. 001-38505 CLPS Incorporation c/o Unit 702, 7th Floor, Millennium City II, 378 Kwun Tong Road Kwun Tong, Kowloon Hong Kong SAR (ADDRESS OF PRINCIPAL EXECUTIVE OF

CLPS INCORPORATION 2,666,666 Common Shares

Prospectus Supplement (To Prospectus dated June 20, 2019) Filed pursuant to Rule 424(b)(5) Registration No.

CLPS Incorporation Announces Pricing of Approximately $16.0 Million Registered Direct Offering Priced At-The-Market

Exhibit 99.1 CLPS Incorporation Announces Pricing of Approximately $16.0 Million Registered Direct Offering Priced At-The-Market HONG KONG, March 1, 2021 /PRNewswire/ — CLPS Incorporation (Nasdaq: CLPS) ("CLPS" or "the Company"), announced today that it has entered into a securities purchase agreement on February 28, 2021 with certain accredited investors to purchase approximately $16.0 million wo

Form of Securities Purchase Agreement dated February 28, 2021, by and among CLPS Incorporation and certain institutional investors

Exhibit 4.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of February 28, 2021, between CLPS Incorporation, a Cayman Islands exempt company (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?). WHEREAS, subject to the terms and cond

Form 6-K

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 March 2021 Commission File No. 001-38505 CLPS Incorporation c/o Unit 702, 7th Floor, Millennium City II, 378 Kwun Tong Road Kwun Tong, Kowloon Hong Kong SAR (ADDRESS OF PRINCIPAL EXECUTIVE OFFI

Letter Agreement, dated February 23, 2021 between CLPS Incorporation and Maxim Group

EX-4.1 2 ea136718ex4-1clpsincorp.htm LETTER AGREEMENT, DATED FEBRUARY 23, 2021 BETWEEN CLPS INCORPORATION AND MAXIM GROUP Exhibit 4.1 CONFIDENTIAL February 23, 2021 VIA ELECTRONIC DELIVERY Raymond Ming Hui Lin Chief Executive Officer CLPS Incorporation c/o Unit 702, 7th Floor, Millennium City II 378 Kwun Tong Road, Kwun Tong, Kowloon Hong Kong SAR Dear Mr. Lin: This letter (the “Agreement”) consti

Form of Common Share Purchase Warrant incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 6-K filed with the SEC on March 1, 2021.

EX-4.3 4 ea136718ex4-3clpsincorp.htm FORM OF STOCK PURCHASE WARRANT Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY

Form of Lock-Up Agreement by and among CLPS Incorporation and certain individuals

EX-4.4 5 ea136718ex4-4clpsincorp.htm FORM OF LOCK-UP AGREEMENT BY AND AMONG CLPS INCORPORATION AND CERTAIN INDIVIDUALS Exhibit 4.4 FORM OF LOCK-UP AGREEMENT March [ ], 2021 Maxim Group LLC 405 Lexington Avenue New York, NY 10174 Re: Placement of CLPS Incorporation Ladies and Gentlemen: The undersigned, a holder of securities of CLPS Incorporation (the “Company”), understands that you are the place

CLPS Incorporation c/o Unit 702, 7th Floor, Millennium City II 378 Kwun Tong Road Kwun Tong, Kowloon Hong Kong SAR . NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To be held on March 23, 2021

EX-99.1 2 ea136501ex99-1clpsincorp.htm PROXY STATEMENT Exhibit 99.1 CLPS Incorporation c/o Unit 702, 7th Floor, Millennium City II 378 Kwun Tong Road Kwun Tong, Kowloon Hong Kong SAR . NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To be held on March 23, 2021 To the Shareholders of CLPS Incorporation: Notice is hereby given that the Annual Meeting of the Shareholders of CLPS Incorporation (the “Company

Form 6-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 February 2021 Commission File No.

Form 6-K

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 December 2020 Commission File No. 001-38505 CLPS Incorporation c/o Unit 702, 7th Floor, Millennium City II, 378 Kwun Tong Road Kwun Tong, Kowloon Hong Kong SAR (ADDRESS OF PRINCIPAL EXECUTIVE O

Form 6-K

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 December 2020 Commission File No. 001-38505 CLPS Incorporation c/o Unit 702, 7th Floor, Millennium City II, 378 Kwun Tong Road Kwun Tong, Kowloon Hong Kong SAR (ADDRESS OF PRINCIPAL EXECUTIVE O

- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8

Registration No. 333-237846 As filed with the Securities and Exchange Commission on November 6, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Including registration of shares for resale by means of a reoffer prospectus) CLPS Incorporation (Exact name of registrant as s

Master Lease Agreement - Sun Hung Kai Real Estate Agency Ltd..

Exhibit 10.12

Description of Securities registered under Section 12 of the Exchange Act

Exhibit 2 DESCRIPTION OF COMMON SHARES We are a Cayman Islands company and our affairs are governed by our Memorandum and Articles of Association and Companies Law of the Cayman Islands, which we refer to as the Companies Law below.

Certification of the Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended.

Exhibit 12.1 Certification Pursuant to Rule 13a-14(a) of the Exchange Act I, Raymond Ming Hui Lin, certify that: 1. I have reviewed this annual report on Form 20-F of CLPS Incorporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such

Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended.

Exhibit 12.2 Certification Pursuant to Rule 13a-14(a) of the Exchange Act I, Rui Yang, certify that: 1. I have reviewed this annual report on Form 20-F of CLPS Incorporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements

Master Lease Agreement - Shanghai Pudong Software Park Co., Ltd..

Exhibit 10.11 Rental Contract for Shanghai Pudong Software Park Guo Shoujing Park Contract No.ZL (N) 20180016 Both parties to this contract: Party A (Lessor): Shanghai Pudong Software Park Co., Ltd. Party B (Lessee): ChinaLink Professional Services Co., Ltd. According to Contract Law of the People’s Republic of China and Regulations of Shanghai Municipality on House Leasing, both parties conclude

List of Subsidiaries of the Registrant.

Exhibit 21.1 Name of the Entity Jurisdiction Qinheng Co., Limited Hong Kong Qiner Co., Limited Hong Kong CLIVST Ltd. British Virgin Islands FDT-CL Financial Technology Services Limited Hong Kong JQ Technology Co., Limited Hong Kong JIALIN Technology Limited Taiwan Shanghai Qincheng Information Technology Co., Ltd. PRC ChinaLink Professional Services Co., Ltd. PRC CLPS Dalian Co., Ltd. PRC CLPS Rui

Master Lease Agreement - Shanghai Pudong Software Park Co., Ltd..

EX-10.10 4 f20f2020ex10-10clpsincorp.htm MASTER LEASE AGREEMENT - SHANGHAI PUDONG SOFTWARE PARK CO., LTD. Exhibit 10.10 Rental Contract for Shanghai Pudong Software Park Guo Shoujing Park Both parties to this contract: Party A (Lessor): Shanghai Pudong Software Park Co., Ltd. Party B (Lessee): ChinaLink Professional Services Co., Ltd. According to Contract Law of the People’s Republic of China and

Employment Agreement between the Company and Li Li.

Exhibit 10.8 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of June 11, 2019 with the effective date of June 11, 2019 (the “Effective Date”), by and between CLPS INCORPORATION, a Cayman Islands corporation (the “Company”) having its principal place of business at c/o 2nd Floor, Building 18, Shanghai Pudong Software Park, 498 Guoshoujin Road, Pudong, Shanghai 20

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 13.1 Certification Pursuant to 18 U.S.C. Section 1350 Pursuant to U.S.C. Section 1350 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of CLPS Incorporation (the “Company”), does hereby certify, to such officer's knowledge, that the Annual Report on Form 20-F for the year ended June 30,

Form 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark one) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANG

Credit Agreement with Bank of Communications Co., Ltd.

Exhibit 10.19 China Merchants Bank Co., Ltd. Shanghai Branch Credit Granting Agreement Credit Granting Agreement （It is applicable to the situation that the working capital loan does not need to sign another loan contract） No.:121XY2019029438 Credit grantor: China Merchants Bank Co., Ltd., Shanghai Century Avenue Branch (hereinafter referred to as “Party A”) Credit applicant: CLPS Incorporation (h

Credit Agreement with China Merchants Bank Co. Ltd.-3 million

Exhibit 10.17 No. Z1912LN15693732 Current Fund Loan Contract (Applicable to 531) Bank of Communications Co., Ltd. No. Z1912LN15693732 Current Fund Loan Contract Important Notes Please read the full text of this contract carefully, especially those articles marked with ▲▲. Please inquire the loaner in case of any question. Whereas, the borrower applies to the loaner for the line of credit of curren

Credit Agreement with China Merchants Bank Co. Ltd.-5 million

Exhibit 10.18 No. Z1911LN15664330 Current Fund Loan Contract (Applicable to 531) Bank of Communications Co., Ltd. Current Fund Loan Contract Important Notes Please read the full text of this contract carefully, especially those articles marked with ▲▲. Please inquire the loaner in case of any question. Whereas, the borrower applies to the loaner for the line of credit of current fund, both parties

August 27, 2020

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 August 2020 Commission File No. 001-38505 CLPS Incorporation c/o Unit 702, 7th Floor, Millennium City II, 378 Kwun Tong Road Kwun Tong, Kowloon Hong Kong SAR (ADDRESS OF PRINCIPAL EXECUTIVE OFF

CLPS INCORPORATION ® NASDAQ: CLPS © 2020 C L PS Inc. All rights reserved. Any unauthorized copying or distribution of this material is prohibited. © 2020 C L PS Inc. All rights reserved. Any unauthorized copying or distribution of this material is pr

Exhibit 99.1 CLPS INCORPORATION ® NASDAQ: CLPS © 2020 C L PS Inc. All rights reserved. Any unauthorized copying or distribution of this material is prohibited. © 2020 C L PS Inc. All rights reserved. Any unauthorized copying or distribution of this material is prohibited. 2 / 16 DISCLAIMER All statements contained herein other than statements of historical fact, including statements regarding our

August 21

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 August 2020 Commission File No. 001-38505 CLPS Incorporation c/o Unit 702, 7th Floor, Millennium City II, 378 Kwun Tong Road Kwun Tong, Kowloon Hong Kong SAR (ADDRESS OF PRINCIPAL EXECUTIVE OFF

CLPS Incorporation Company Number 322728 Resignation as President

EX-99.1 2 ea125874ex99-1clps.htm RESIGNATION LETTER Exhibit 99.1 CLPS Incorporation Company Number 322728 Resignation as President To: CLPS Incorporation (Company) 89 Nexus Way Camana Bay Grand Cayman KY1-9009 Cayman Islands I, Xiaofeng Yang, hereby tender my resignation as President of the Company. This notice of resignation is tendered subject to being accepted by the board of directors of the C

June 29

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 June 2020 Commission File No. 001-38505 CLPS Incorporation c/o Unit 702, 7th Floor, Millennium City II, 378 Kwun Tong Road Kwun Tong, Kowloon Hong Kong SAR (ADDRESS OF PRINCIPAL EXECUTIVE OFFIC

INDEPENDENT DIRECTOR AGREEMENT

EX-99.1 2 ea123561ex99-1clpscorp.htm INDEPENDENT DIRECTOR AGREEMENT Exhibit 99.1 INDEPENDENT DIRECTOR AGREEMENT THIS AGREEMENT (the “Agreement”) is made as of July 1, 2020, and is by and between CLPS INCOPORATION, a Cayman Islands corporation (hereinafter referred to as the “Company”), and Zhaohui Feng (hereinafter referred to as the “Director”). BACKGROUND The Board of Directors of the Company de

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 2) Under the Securities Exchange Act of 1934 CLPS Incorporation (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) Raymond Mi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 2) Under the Securities Exchange Act of 1934 CLPS Incorporation (Name of Issuer) Common Stock (Title of Class of Securities) G31642 (CUSIP Number) Raymond Ming Hui Lin c/o Unit 702, 7th Floor, Millennium City II, 378 Kwun Tong Road Kwun Tong, Kowloon Hong Kong SAR Tel: +852 37073600 (Name, Address a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 CLPS Incorporation (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) Xiao Feng

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 CLPS Incorporation (Name of Issuer) Common Stock (Title of Class of Securities) G31642 (CUSIP Number) Xiao Feng Yang c/o Unit 702, 7th Floor, Millennium City II, 378 Kwun Tong Road Kwun Tong, Kowloon Hong Kong SAR Tel: +852 37073600 (Name, Address and Tel

2020 Equity Incentive Plan(4)

Exhibit 10.1 CLPS INCORPORATION 2020 Equity Incentive Plan Section 1. Establishment and Purpose. 1.1 The purpose of the Plan is to attract and retain outstanding individuals as Employees, Directors and Consultants of the Company and its Subsidiaries, to recognize the contributions made to the Company and its Subsidiaries by Employees, Directors and Consultants, and to provide such Employees, Direc

- REGISTRATION STATEMENT

Registration No. 333- As filed with the Securities and Exchange Commission on April 24, 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CLPS Incorporation (Exact name of registrant as specified in its charter) Cayman Islands Not applicable (State or other jurisdiction of (I.R.S. Employer incorporation or

April 7

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 2020 Commission File No. 001-38505 CLPS Incorporation c/o 2nd Floor, Building 18, Shanghai Pudong Software Park 498 Guoshoujing Road, Pudong, Shanghai 201203 People?s Republic of China (A

CLPS Incorporation Reports Financial Results for the First Half of Fiscal Year 2020

Exhibit 99.1 CLPS Incorporation Reports Financial Results for the First Half of Fiscal Year 2020 SHANGHAI, March 6, 2020 /PRNewswire/ - CLPS Incorporation (the ?Company? or ?CLPS?) (Nasdaq: CLPS), today announced its unaudited financial results for the six months ended December 31, 2019, or the first half of the Company?s fiscal year 2020. First Half of Fiscal 2020 Highlights (all results compared

March 12

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 March 2020 Commission File No. 001-38505 CLPS Incorporation c/o 2nd Floor, Building 18, Shanghai Pudong Software Park 498 Guoshoujing Road, Pudong, Shanghai 201203 People?s Republic of China (A

March 9

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 March 2020 Commission File No.

CLPS Incorporation c/o 2nd Floor, Building 18, Shanghai Pudong Software Park, 498 Guoshoujing Road, Pudong, Shanghai 201203, People’s Republic of China. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To be held on April 3, 2020

Exhibit 99.1 CLPS Incorporation c/o 2nd Floor, Building 18, Shanghai Pudong Software Park, 498 Guoshoujing Road, Pudong, Shanghai 201203, People?s Republic of China. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To be held on April 3, 2020 To the Shareholders of CLPS Incorporation: Notice is hereby given that the Annual Meeting of the Shareholders of CLPS Incorporation (the ?Company?) will be held on A

March 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 March 2020 Commission File No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 CLPS Incorporation (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Number) Raymond Mi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 CLPS Incorporation (Name of Issuer) Common Stock (Title of Class of Securities) G31642 (CUSIP Number) Raymond Ming Hui Lin c/o 2nd Floor, Building 18, Shanghai Pudong Software Park, 498 Guoshoujing Road, Pudong, Shanghai 201203 People?s Republic of China

EMPLOYMENT AGREEMENT

Exhibit 99.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?) is entered into as of November 1, 2019 with the effective date of November 1, 2019 (the ?Effective Date?), by and between CLPS INCORPORATION, a Cayman Islands corporation (the ?Company?) having its principal place of business at c/o 2nd Floor, Building 18, Shanghai Pudong Software Park, 498 Guoshoujin Road, Pudong, Shang

November 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 November 2019 Commission File No.

Form 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark one) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2019. OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHAN

Credit Agreement with China Merchants Bank Co. Ltd.

Exhibit 10.13 China Merchants Bank Co., Ltd. Shanghai Branch Credit Granting Agreement Credit Granting Agreement Credit grantor: China Merchants Bank Co., Ltd., Shanghai Century Avenue Branch (hereinafter referred to as ?Party A?) Person-in-charge: Chen Siqing Credit applicant: CLPS Incorporation (hereinafter referred to as ?Party B?) Legal representative/person-in-charge: Yang Xiaofeng Upon appli

Credit Agreement with Bank of Communications Co., Ltd.

Exhibit 10.14 No. z1811LN15624818 Current Fund Loan Contract (Applicable to 531) Bank of Communications Co., Ltd. 1 No. z1811LN15624818 Current Fund Loan Contract Important Notes Please read the full text of this contract carefully, especially those articles marked with ??. Please inquire the loaner in case of any question. Whereas, the borrower applies to the loaner for the line of credit of curr

Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended.

Exhibit 12.2 Certification Pursuant to Rule 13a-14(a) of the Exchange Act I, Tian van Acken, certify that: 1. I have reviewed this annual report on Form 20-F of CLPS Incorporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such state

Certification of the Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended.

Exhibit 12.1 Certification Pursuant to Rule 13a-14(a) of the Exchange Act I, Raymond Ming Hui Lin, certify that: 1. I have reviewed this annual report on Form 20-F of CLPS Incorporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 13.1 Certification Pursuant to 18 U.S.C. Section 1350 Pursuant to U.S.C. Section 1350 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of CLPS Incorporation (the “Company”), does hereby certify, to such officer’s knowledge, that the Annual Report on Form 20-F for the year ended June 30,

INDEPENDENT DIRECTOR AGREEMENT

Exhibit 99.1 INDEPENDENT DIRECTOR AGREEMENT THIS AGREEMENT (the ?Agreement?) is made as of 2019, and is by and between CLPS INCOPORATION, a Cayman Islands corporation (hereinafter referred to as the ?Company?), and Kee Chong Seng (hereinafter referred to as the ?Director?). BACKGROUND The Board of Directors of the Company desires to appoint or to ensure the continued appointment of the Director an

September 26

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 September 2019 Commission File No.

September 24

6-K 1 f6k092319clpsinc.htm CURRENT REPORT 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 September 2019 Commission File Number: 001-38505 CLPS INCORPORATION (Translation of registrant’s name into English) c/o 2nd Floor, Building 18, Shangha

CLPS Incorporation c/o 2nd Floor, Building 18, Shanghai Pudong Software Park 498 Guoshoujing Road, Pudong, Shanghai 201203 People’s Republic of China

CLPS Incorporation c/o 2nd Floor, Building 18, Shanghai Pudong Software Park 498 Guoshoujing Road, Pudong, Shanghai 201203 People?s Republic of China June 18, 2019 United States Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Request for Acceleration CLPS Incorporation - Registration Statement on Form F-3 SEC File No.

Form of Indenture

Exhibit 4.3 CLPS Incorporation INDENTURE Dated as of [ ] [ ] TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.1 Definitions 1 Section 1.2 Other Definitions 3 Section 1.3 Incorporation by Reference of Trust Indenture Act 4 Section 1.4 Rules of Construction 4 ARTICLE II THE SECURITIES Section 2.1 Issuable in Series 4 Section 2.2 Establishment of Terms of Series o

As filed with the Securities and Exchange Commission on June 14, 2019

As filed with the Securities and Exchange Commission on June 14, 2019 Registration No.

As filed with the Securities and Exchange Commission on May 29, 2019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Including registration o

Registration No. 333-226110 As filed with the Securities and Exchange Commission on May 29, 2019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE Amendment No. 1 to FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (Including registration of shares for resale by means of a reoffer prospectus) CLPS Incorporation (Exact name of registrant as speci

As filed with the Securities and Exchange Commission on May 29, 2019

As filed with the Securities and Exchange Commission on May 29, 2019 Registration No.

2019 Equity Incentive Plan (3).

Exhibit 10.1 CLPS INCORPORATION 2019 Equity Incentive Plan Section 1. Establishment and Purpose. 1.1 The purpose of the Plan is to attract and retain outstanding individuals as Employees, Directors and Consultants of the Company and its Subsidiaries, to recognize the contributions made to the Company and its Subsidiaries by Employees, Directors and Consultants, and to provide such Employees, Direc

As filed with the Securities and Exchange Commission on April 29, 2019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CLPS Incorporation (Exact name of registra

Registration No. 333- As filed with the Securities and Exchange Commission on April 29, 2019 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CLPS Incorporation (Exact name of registrant as specified in its charter) Cayman Islands Not applicable (State or other jurisdiction of (I.R.S. Employer incorporation or

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 2019 Commission File Number: 001-3850

6-K 1 f6k041619clpsincorporation.htm REPORT OF FOREIGN PRIVATE ISSUER 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 2019 Commission File Number: 001-38505 CLPS INCORPORATION (Translation of registrant’s name into English) c/o 2nd Flo

® ® CLPS INCORPORATION ® NASDAQ: CLPS 1 ® ® 2 DISCLAIMER All statements contained herein other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans

EX-99.1 2 f6k041619ex99-1clps.htm SLIDE PRESENTATION Exhibit 99.1 ® ® CLPS INCORPORATION ® NASDAQ: CLPS 1 ® ® 2 DISCLAIMER All statements contained herein other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward - looking statements . The w

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 March 2019 Commission File Number: 001-3850

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 March 2019 Commission File Number: 001-38505 CLPS INCORPORATION (Translation of registrant’s name into English) c/o 2nd Floor, Building 18, Shanghai Pudong Software Park, 498 Guoshoujing Road P

CLPS INCORPORATION UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

EX-99.1 2 f6k030619ex99-1clpsincorp.htm PRESS RELEASE, DATED FEBRUARY 22, 2019 Exhibit 99.1 CLPS Incorporation Reports Financial Results for the First Half of Fiscal Year 2019 SHANGHAI, Feb. 22, 2019 /PRNewswire/ - CLPS Incorporation (the “Company” or “CLPS”) (Nasdaq: CLPS), a leading information technology (“IT”) consulting and solutions service provider focusing on the banking, insurance and fin

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 February 2019 CLPS INCORPORATION (Translati

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 February 2019 CLPS INCORPORATION (Translation of registrant’s name into English) c/o 2nd Floor, Building 18, Shanghai Pudong Software Park, 498 Guoshoujing Road, Pudong, Shanghai, 201203, Peopl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. _)* Under the Securities Exchange Act of 1934 CLPS INCORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) G31642 (CUSIP Number) Ra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. )* Under the Securities Exchange Act of 1934 CLPS INCORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) G31642 (CUSIP Number) Raymond Ming Hui Lin c/o 2nd Floor, Building 18, Shanghai Pudong Software Park, 498 Guoshoujing Road, Pudong, Shanghai 201203, People?s Republic of China

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. _)* Under the Securities Exchange Act of 1934 CLPS INCORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) G31642 (CUSIP Number) Xi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. )* Under the Securities Exchange Act of 1934 CLPS INCORPORATION (Name of Issuer) Common Stock (Title of Class of Securities) G31642 (CUSIP Number) Xiao Feng Yang c/o 2nd Floor, Building 18, Shanghai Pudong Software Park, 498 Guoshoujing Road, Pudong, Shanghai 201203, People?s Republic of China Tel:

CLPS Incorporation c/o 2nd Floor, Building 18, Shanghai Pudong Software Park, 498 Guoshoujing Road, Pudong, Shanghai 201203, People’s Republic of China. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To be held on March 22, 2019

EX-99.1 2 f6k0219ex99-1clpsincorp.htm AGM 2019 PROXY STATEMENT AND NOTICE Exhibit 99.1 CLPS Incorporation c/o 2nd Floor, Building 18, Shanghai Pudong Software Park, 498 Guoshoujing Road, Pudong, Shanghai 201203, People’s Republic of China. NOTICE OF ANNUAL MEETING OF SHAREHOLDERS To be held on March 22, 2019 To the Shareholders of CLPS Incorporation: Notice is hereby given that the Annual Meeting

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 February 2019 Commission File Number: 001-3

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 February 2019 Commission File Number: 001-38505 CLPS INCORPORATION (Translation of registrant’s name into English) c/o 2nd Floor, Building 18, Shanghai Pudong Software Park, 498 Guoshoujing Roa

CLPS Appoints Ernst and Young as Auditor

EX-99.1 3 f6k1218ex99-1clpsincorp.htm PRESS RELEASE DATED DECEMBER 28, 2018. Exhibit 99.1 CLPS Appoints Ernst and Young as Auditor SHANGHAI, Dec. 27, 2018 /PRNewswire/ - CLPS Incorporation (the “Company” or “CLPS”) (Nasdaq: CLPS), a leading information technology (“IT”) consulting and solutions service provider focusing on the banking, insurance and financial sectors in China and globally, today a

Letter from Friedman LLP dated January 4, 2019.

Exhibit 16.1 January 4, 2019 United States Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: CLPS Incorporation File No. 001-38505 Dear Sir or Madam: We have read Form 6-K dated December 21, 2018 of CLPS Incorporation (“Registrant”) and are in agreement with the statements contained there as it pertains to our firm. We have no basis to agree to disagree with any other

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 December 2018 CLPS INCORPORATION (Translati

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 December 2018 CLPS INCORPORATION (Translation of registrant’s name into English) c/o 2nd Floor, Building 18, Shanghai Pudong Software Park, 498 Guoshoujing Road, Pudong, Shanghai, 201203, Peopl

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 November 2018 CLPS INCORPORATION c/o 2nd Fl

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 November 2018 CLPS INCORPORATION c/o 2nd Floor, Building 18, Shanghai Pudong Software Park, 498 Guoshoujing Road, Pudong, Shanghai, 201203, People’s Republic of China (Address of Principal Exec

® ® CLPS INCORPORATION ® NASDAQ: CLPS 1 ® ® 2 DISCLAIMER All statements contained herein other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans

Exhibit 99.1 ? ? CLPS INCORPORATION ? NASDAQ: CLPS 1 ? ? 2 DISCLAIMER All statements contained herein other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward - looking statements . The words ?believe,? ?may,? ?will,? ?estimate,? ?continue,

Form 20-F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark one) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2018. OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHAN

Certification of the Chief Financial Officer (Principal Financial Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended.

Exhibit 12.2 Certification Pursuant to Rule 13a-14(a) of the Exchange Act I, Tian van Acken, certify that: 1. I have reviewed this annual report on Form 20-F of CLPS Incorporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such state

Certification of the Chief Executive Officer (Principal Executive Officer) pursuant to Rule 13a-14(a) of the Securities Exchange Act, as amended.

Exhibit 12.1 Certification Pursuant to Rule 13a-14(a) of the Exchange Act I, Raymond Ming Hui Lin, certify that: 1. I have reviewed this annual report on Form 20-F of CLPS Incorporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Exhibit 13.1 Certification Pursuant to 18 U.S.C. Section 1350 Pursuant to U.S.C. Section 1350 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), each of the undersigned officers of CLPS Incorporation (the "Company"), does hereby certify, to such officer's knowledge, that the Annual Report on Form 20-F for the year ended June 30,

Credit Agreement with Bank of Communications Co., Ltd.

Exhibit 10.13 Current Fund Loan Contract (Applicable to 531) Bank of Communications Co., Ltd. No. Current Fund Loan Contract Important Notes Please read the full text of this contract carefully, especially those articles marked with ??. Please inquire the loaner in case of any question. Whereas, the borrower applies to the loaner for the line of credit of current fund, both parties hereby enter in

Credit Agreement with China Merchants Bank Co. Ltd.

Exhibit 10.12 China Merchants Bank Co., Ltd. Shanghai Branch Credit Granting Agreement Credit Granting Agreement Credit grantor: China Merchants Bank Co., Ltd., Shanghai Century Avenue Branch (hereinafter referred to as ?Party A?) Person-in-charge: Chen Siqing Credit applicant: CLPS Incorporation (hereinafter referred to as ?Party B?) Legal representative/person-in-charge: Yang Xiaofeng Upon appli

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 August 2018 CLPS INCORPORATION (Translation

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 August 2018 CLPS INCORPORATION (Translation of registrant’s name into English) c/o 2nd Floor, Building 18, Shanghai Pudong Software Park, 498 Guoshoujing Road, Pudong, Shanghai, 201203, People’

CLPS Expands South East Asia Footprint with Acquisition of InfoGain

Exhibit 99.1 CLPS Expands South East Asia Footprint with Acquisition of InfoGain Shanghai, China, August 27, 2018 (PR Newswire) - CLPS Incorporation (Nasdaq: CLPS) (?CLPS? or ?the Company?), a leading information technology consulting and solutions service provider focusing on the banking, insurance, and financial sectors in China and globally, today announced that, through its subsidiary CLPS Tec

As filed with the Securities and Exchange Commission on July 10, 2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CLPS Incorporation (Exact name of registran

Registration No. 333- As filed with the Securities and Exchange Commission on July 10, 2018 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CLPS Incorporation (Exact name of registrant as specified in its charter) Cayman Islands Not applicable (State or other jurisdiction (I.R.S. Employer of incorporation or o

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 June 2018 CLPS INCORPORATION (Translation o

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 June 2018 CLPS INCORPORATION (Translation of registrant’s name into English) c/o 2nd Floor, Building 18, Shanghai Pudong Software Park, 498 Guoshoujing Road, Pudong, Shanghai, 201203, People’s

CLPS Incorporation Reports Financial Results for the Third Quarter of 2018

Exhibit 99.1 CLPS Incorporation Reports Financial Results for the Third Quarter of 2018 Shanghai, China, June 27, 2018 (GLOBE NEWSWIRE) - CLPS Incorporation (the ?Company?, ?CLPS?, or Nasdaq: CLPS), a leading information technology (?IT?) consulting and solutions service provider focusing on the banking, insurance and financial sectors in China and globally, today announced its financial results f

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 June 2018 CLPS INCORPORATION (Translation o

6-K 1 f6k061918clpsinc.htm REPORT OF FOREIGN PRIVATE ISSUER 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 June 2018 CLPS INCORPORATION (Translation of registrant's name into English) c/o 2nd Floor, Building 18, Shanghai Pudong Software Par

CLPS Incorporation Releases Chairman’s Letter to the Company’s Shareholders

Exhibit 99.1 CLPS Incorporation Releases Chairman?s Letter to the Company?s Shareholders Shanghai, China, June 20, 2018 /PRNewswire/ - CLPS Incorporation (the ?Company?, ?CLPS?, or Nasdaq: CLPS), a leading information technology (?IT?) consulting and solutions service provider focusing on the banking, insurance and financial sectors in China and globally, today released a letter to shareholders fr

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 June 2018 CLPS INCORPORATION (Translation o

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 June 2018 CLPS INCORPORATION (Translation of registrant's name into English) c/o 2nd Floor, Building 18, Shanghai Pudong Software Park, 498 Guoshoujing Road, Pudong, Shanghai, 201203, People’s

CLPS Incorporation Announces Closing of $10.5 Million Firm Commitment Initial Public Offering

Exhibit 99.1 CLPS Incorporation Announces Closing of $10.5 Million Firm Commitment Initial Public Offering Shanghai, China, May 29, 2018 /Globe Newswire/ - CLPS Incorporation (the "Company" or Nasdaq: CLPS), a global leading information technology consulting and solutions service provider focusing on the banking, insurance and financial sectors in China and globally, today announced the closing of

Form of Underwriting Agreement (2).

Exhibit 1.1 UNDERWRITING AGREEMENT between CLPS INCORPORATION and BENCHMARK COMPANY, LLC as Representative of the Several Underwriters CLPS INCORPORATION UNDERWRITING AGREEMENT May 23, 2018 Benchmark Company LLC 150 E 58th Street, 17th floor New York, NY 10155 As Representative of the several Underwriters named on Schedule 1 attached hereto Ladies and Gentlemen: The undersigned, CLPS Incorporation

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 May 2018 CLPS INCORPORATION (Translation of

6-K 1 f6k052918clpsincorporation.htm REPORT OF FOREIGN PRIVATE ISSUER 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 May 2018 CLPS INCORPORATION (Translation of registrant's name into English) c/o 2nd Floor, Building 18, Shanghai Pudong Sof

CLPS Incorporation 2,000,000 common shares

Filed Pursuant to Rule 424(b)(4) Prospectus File No. 333-223956 CLPS Incorporation 2,000,000 common shares This is the initial public offering of CLPS Incorporation. We are offering 2,000,000 common shares. The initial public offering price is $5.25 per common share. No public market currently exists for our common shares. Our common shares have been approved for listing on the NASDAQ Capital Mark

Form 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 CLPS INCORPORATION (Exact name of registrant as specified in its charter) Cayman Islands Not applicable (State of incorporation or organization) (I.R.S. Employer Identification No.) c/o 2nd Floor

The Benchmark Company, LLC

The Benchmark Company, LLC 150 E 58th Street, 17th Floor New York, New York 10155 May 22, 2018 VIA EDGAR Division of Corporation Finance SECURITIES AND EXCHANGE COMMISSION 100 F Street, N.

CLPS Incorporation c/o 2nd Floor, Building 18, Shanghai Pudong Software Park 498 Guoshoujing Road, Pudong, Shanghai 201203 People’s Republic of China

CLPS Incorporation c/o 2nd Floor, Building 18, Shanghai Pudong Software Park 498 Guoshoujing Road, Pudong, Shanghai 201203 People?s Republic of China May 22, 2018 United States Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attention: Katherine Wray, Attorney-Advisor Edwin S.

As filed with the Securities and Exchange Commission on May 18, 2018

As filed with the Securities and Exchange Commission on May 18, 2018 Registration No.

Form Lockup Agreement (2).

Exhibit 10.10 Lock-Up Agreement May [?], 2018 Benchmark Company, LLC 150 E 58th Street, 17th floor New York, NY 10155 Ladies and Gentlemen: The undersigned understands that Benchmark Company LLC (the ?Representative?) proposes to enter into an Underwriting Agreement (the ?Underwriting Agreement?) with CLPS Incorporation, a Cayman Islands company (the ?Company?), providing for the public offering (

Form Warrant Agreement (2).

Exhibit 10.9 FORM OF UNDERWRITERS? WARRANT AGREEMENT THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY

Form of Underwriting Agreement (2).

Exhibit 1.1 UNDERWRITING AGREEMENT between CLPS INCORPORATION and BENCHMARK COMPANY, LLC as Representative of the Several Underwriters CLPS INCORPORATION UNDERWRITING AGREEMENT [●], 2018 Benchmark Company LLC 150 E 58th Street, 17th floor New York, NY 10155 As Representative of the several Underwriters named on Schedule 1 attached hereto Ladies and Gentlemen: The undersigned, CLPS Incorporation.,

Escrow Indemnification Agreement (2).

Exhibit 10.11 ESCROW AGREEMENT THIS AGREEMENT (this ?Agreement?) is made this by and among CLPS Incorporation, a Cayman Islands company (the ?Issuer?), the Underwriter whose name and address appears on the Information Sheet (as defined herein) attached to this Agreement and Continental Stock Transfer & Trust Company, 1 State Street, 30th Floor, New York, New York 10004 (the ?Escrow Agent?). Capita

FWP Issuer Free Writing Prospectus

FWP Issuer Free Writing Prospectus Filed Pursuant to Rule 433 of the Securities Act of 1933, as amended Registration Statement No.

As filed with the Securities and Exchange Commission on April 24, 2018

As filed with the Securities and Exchange Commission on April 24, 2018 Registration No.

List of Subsidiaries of the Registrant (1).

Exhibit 21.1 Name of the Entity Jurisdiction Qinheng Co., Limited Hong Kong Qiner Co., Limited Hong Kong CLIVST Ltd. British Virgin Islands FDT-CL Financial Technology Services Limited Hong Kong JQ Technology Co., Limited Hong Kong JIALIN Technology Limited Taiwan Shanghai Qincheng Information Technology Co., Ltd. PRC ChinaLink Professional Services Co., Ltd. PRC CLPS Dalian Co., Ltd. PRC CLPS Rui

2017 Equity Incentive Plan (1).

Exhibit 10.1 CLPS Incorporation 2017 Equity Incentive Plan Section 1. Purpose. The purpose of the CLPS Incorporation 2017 Equity Incentive Plan (the ?Plan?) is to attract and retain outstanding individuals as Key Employees and Directors of the Company and its Subsidiaries, to recognize the contributions made to the Company and its Subsidiaries by Key Employees and Directors, and to provide such Ke

Charter of the Audit Committee (1).

Exhibit 99.1 CLPS Incorporation CHARTER OF THE AUDIT COMMITTEE Membership The Audit Committee (the ?Committee?) of the board of directors (the ?Board?) of CLPS Incorporation (the ?Company?) shall consist of three or more directors. Each member of the Committee shall be independent in accordance with the requirements of Rule 10A-3 of the Securities Exchange Act of 1934, as amended, and the rules of

Code of Conduct and Ethics (1).

Exhibit 14.1 CLPS Incorporation CODE OF BUSINESS CONDUCT AND ETHICS Introduction CLPS Incorporation and each of its subsidiaries (collectively, ?CLPS?) are committed to the highest standards of ethics and business conduct. CLPS conducts its business as a good corporate citizen and complies with all laws, rules and regulations applicable to it or the conduct of its business. This commitment and sta

ANZ Global Services and Operations (Chengdu) Company Limited Agreement (1).

Exhibit 10.6 ANZ CONTRACT NUMBER: 2014C217 SERVICE AGREEMENT for the provision of contracting services to ANZ GLOBAL SERVICES AND OPERATIONS (CHENGDU) COMPANY LIMITED CONTRACTOR AGREEMENT TABLE OF CONTENTS 1. interpretation 4 1.1 Definitions 4 1.2 General 8 1.3 Business Day 9 1.4 Consents and approvals 9 2. TERM and Termination 9 2.1 Term 9 2.2 Termination by ANZ for cause 9 2.3 Termination by the

Employment Agreement between the Company and Xiao Feng Yang (1).

Exhibit 10.3 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?) is entered into as of December 9, 2017 (the ?Effective Date?), by and between CLPS INCORPORATION., a Cayman Islands corporation (the ?Company?) having its principal place of business at c/o 2nd Floor, Building 18, Shanghai Pudong Software Park, 498 Guoshoujin Road, Pudong, Shanghai 201203, People?s Republic of China, and

**************

Schiff Hardin LLP 901 K Street NW Suite 700 Washington, DC 20001 T 202.778.6400 F 202.778.6460 schiffhardin.com March 27, 2018 Alec F. Orudjev (202) 724.6846 [email protected] VIA SEC EDGAR Mail Stop #4561 Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Katherine Wray, Attorney-Advisor Edwin Kim, Staff Attorne

Form Independent Director Agreement (1).

Exhibit 10.2 INDEPENDENT DIRECTOR AGREEMENT THIS AGREEMENT (the ?Agreement?) is made as of 2018, and is by and between CLPS Incorporation, a Cayman Islands corporation (hereinafter referred to as the ?Company?), and (hereinafter referred to as the ?Director?). BACKGROUND The Board of Directors of the Company desires to appoint or to ensure the continued appointment of the Director and to have or t

Charter of the Nominating Committee (1).

Exhibit 99.3 CLPS Incorporation CHARTER OF THE NOMINATION COMMITTEE Membership The Nominating Committee (the ?Committee?) of the board of directors (the ?Board?) of CLPS Incorporation (the ?Company?) shall consist of three or more directors. Each member of the Committee shall be independent in accordance with the rules of the Nasdaq Stock Market. The members of the Committee shall be appointed by

Form F-1

As filed with the Securities and Exchange Commission on March 27, 2018 Registration No.

Master Lease Agreement - Shanghai Pudong Software Park Co., Ltd. (1).

Exhibit 10.7 Rental Contract for Shanghai Pudong Software Park Guo Shoujing Park Both parties to this contract: Party A (Lessor): Shanghai Pudong Software Park Co., Ltd. Party B (Lessee): ChinaLink Professional Services Co., Ltd. According to Contract Law of the People's Republic of China and Regulations of Shanghai Municipality on House Leasing, both parties conclude the contract on the basis of

Charter of the Compensation Committee (1).

Exhibit 99.2 CLPS Incorporation CHARTER OF THE COMPENSATION COMMITTEE Membership The Compensation Committee (the ?Committee?) of the board of directors (the ?Board?) of CLPS Incorporation (the ?Company?) shall consist of three or more directors. Each member of the Committee shall be independent in accordance with the rules of the Nasdaq Stock Market. Each member of the Committee must qualify as ?n

Memorandum and Articles of Association (1).

Exhibit 3.1 Company Number: 322728 THE CAYMAN ISLANDS THE COMPANIES LAW (AS REVISED) amended and restated MEMORANDUM AND Articles of Association OF CLPS INCORPORATION (adopted by special resolutions dated 7 December 2017) 1 COMPANIES LAW (REVISED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF CLPS INCORPORATION (adopted by special resolution dated 7 December 2017) 1 T

Form of Framework Contract for Subcontracting (1).

Exhibit 10.8 Framework Contract of Subcontracting Technical Service Client (Party A): ChinaLink Professional Services Co., Ltd. Registered address: 2nd floor, building 18, Guo Shoujing Road No. 498, Pudong New District, Shanghai Legal Representative: Yang Xiaofeng Postcode: 201203 Tel: 021-31268010 Fax: 021-61682201 Trustee (Party B): Shanghai Zhouyi Information Technology Co., Ltd. Registered add

Employment Agreement between the Company and Tian van Acken (1).

Exhibit 10.5 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?) is effective as of December 9, 2017 (the ?Effective Date?), by and between CLPS INCORPORATION, a Cayman Islands corporation (the ?Company?) having its principal place of business at c/o 2nd Floor, Building 18, Shanghai Pudong Software Park, 498 Guoshoujin Road, Pudong, Shanghai 201203, People?s Republic of China, and Tia

Specimen Certificate for Common Shares (incorporated by reference to Exhibit 4.1 from Registration Statement on F-1 (File No. 333-223956) filed with the SEC on March 27, 2018).

EX-4.1 3 ff12018ex4-1clpsincorp.htm SPECIMEN SHARE CERTIFICATE Exhibit 4.1

Employment Agreement between the Company and Raymond Ming Hui Lin (1).

Exhibit 10.4 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?) is entered into as of December 9, 2017 (the ?Effective Date?), by and between CLPS INCORPORATION, a Cayman Islands corporation (the ?Company?) having its principal place of business at c/o 2nd Floor, Building 18, Shanghai Pudong Software Park, 498 Guoshoujin Road, Pudong, Shanghai 201203, People?s Republic of China, and

CLPS Incorporation 2017 Equity Incentive Plan

EX-10.1 2 filename2.htm Exhibit 10.1 CLPS Incorporation 2017 Equity Incentive Plan Section 1. Purpose. The purpose of the CLPS Incorporation 2017 Equity Incentive Plan (the “Plan”) is to attract and retain outstanding individuals as Key Employees and Directors of the Company and its Subsidiaries, to recognize the contributions made to the Company and its Subsidiaries by Key Employees and Directors

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Schiff Hardin LLP 901 K Street NW Suite 700 Washington, DC 20001 T 202.778.6400 F 202.778.6460 schiffhardin.com February 23, 2018 Alec F. Orudjev (202) 724.6846 [email protected] VIA SEC EDGAR Mail Stop #4561 Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Katherine Wray, Attorney-Advisor Edwin Kim, Staff Atto