Intelligent Group Limited SEC Filings

Intelligent Group Ltd Chief Financial Officer He Xuan has filed an initial insider ownership report on Form 3. The filing lists no reportable transactions and no reportable holdings or derivative positions in the company’s securities, establishing a baseline for any future insider activity disclosures.

Intelligent Group Ltd director files initial ownership report. Wang Zhongwei, a director of Intelligent Group Ltd, filed a Form 3, which is the initial statement of beneficial ownership for insiders. The filing reports no transactions or derivative positions and serves to formally register his insider status with regulators and investors.

Intelligent Group Limited reported that it has regained compliance with Nasdaq’s minimum bid price rule, removing a prior risk to its continued listing. Nasdaq confirmed that from February 17 through March 2, 2026, the company’s Class A ordinary shares closed at or above US$1.00 per share for ten consecutive business days.

To cure the earlier minimum bid price deficiency, Intelligent Group effected a 1-for-20 reverse share split on February 17, 2026 (U.S. Eastern Time). With Nasdaq’s written confirmation dated March 3, 2026, the minimum bid price matter is now closed.

Intelligent Group Limited has called an extraordinary general meeting of shareholders for March 31, 2026 in Hong Kong, with March 4, 2026 set as the record date for voting eligibility.

Shareholders are being asked to approve a large increase in authorised share capital to a total of 10,000,000,000 shares with a par value of US$0.0002 each, including a newly created Class C ordinary share carrying 500 votes per share. They are also asked to adopt amended and restated memorandum and articles of association to reflect the rights and restrictions of this new Class C class. The board recommends voting in favor of both proposals, and offers internet, email, mail, and in-person voting options.

Intelligent Group Ltd reports shared beneficial ownership positions by VL Prime Capital Limited, Spring Cow Capital Limited and Wai Lau totaling 450,225 ordinary shares each (representing 29.3% of the class per reporting-row calculations). The percentage calculations use 1,537,500 ordinary shares as of November 28, 2025 and reflect a 1-for-20 reverse stock split effective February 17, 2026.

The filing describes a Share Transfer on December 11, 2025 that changed ownership and governance of VL Prime and Spring Cow, giving Hong Kong Maysunshine Investment Management Co., Limited the ability to designate two directors on each board. The filing states that, following the transfer, the reporting persons together represent approximately 79.1% of total voting power at general shareholders meetings as of February 17, 2026.

Intelligent Group Ltd received a Schedule 13D from Hong Kong Maysunshine Investment Management Co., Limited and Mr. Huiwu Wang. They report beneficial ownership of 450,225 ordinary shares, consisting of 375,225 Class A shares and 75,000 Class B shares held of record by VL Prime Capital Limited.

This position represents 29.3% of the company’s 1,537,500 ordinary shares, calculated by treating Class B as Class A for ownership purposes after a 1-for-20 reverse stock split effective on February 17, 2026. Through governance rights at VL Prime and Spring Cow Capital Limited, the reporting persons state they share voting and dispositive power over these shares.

They indicate this block represents approximately 79.1% of total voting power at Intelligent Group’s general shareholder meeting as of February 17, 2026, giving them effective control over key corporate decisions. The shares were acquired primarily for investment, funded by internal cash reserves, and the investors state they may review and adjust their holdings over time but currently have no specific plans for corporate actions.

Intelligent Group Limited reported several leadership and board changes effective February 13, 2026. The company appointed Nianci Yuan as chief executive officer, replacing Wai Lau, who resigned as CEO. The company stated that her resignation did not result from any disagreement with the company.

The board also strengthened its committees. Zhongwei Wang joined the compensation committee, while Sha Ye joined both the audit committee and the nominating and corporate governance committee, and was designated chairperson of the nominating and corporate governance committee. Directors Yi Jing and Leut Ming Gung resigned. After these changes, the board consists of five members, including two executive directors and three independent directors.

Intelligent Group Limited filed a Form 6-K describing amendments to its amended and restated memorandum and articles of association effective February 4, 2026. The changes increase the minimum number of directors from one to three and lower the member voting threshold to remove a director from at least 75% to 51%.

The amendments also restrict company agents from appointing substitutes or delegates unless expressly authorized by board resolution, require agents to affix the company seal when executing documents, and clarify how the company must formally execute written instruments to make them enforceable and binding.

Intelligent Group Limited is implementing a 1‑for‑20 reverse stock split of its Class A Ordinary Shares. The change will take effect at 12:01 a.m. (ET) on February 17, 2026, when the shares begin trading on Nasdaq on a split-adjusted basis.

The reverse split will reduce outstanding Class A Ordinary Shares from 29,250,000 to approximately 1,462,500. The stock will continue trading under the symbol “INTJ” with a new CUSIP number G48047115. No shareholder vote was required, and any fractional entitlements will be rounded up to one full post-split share per affected participant.