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Intelligent Group (NASDAQ: INTJ) raises $7.5M in insider-linked share sale

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Intelligent Group Ltd reports an amended ownership filing tied to a completed private placement. On April 29, 2026, the company sold 600,000 Class B ordinary shares at US$12.5 per share to New Bay Development (Intel) Holding Co., Limited for total proceeds of US$7,500,000. These 600,000 Class B shares give New Bay Development, its parent New Bayarea Development Holding and XJ International sole voting and dispositive power over that block.

The filing shows total ordinary shares outstanding of 2,137,498 as of April 29, 2026, treated as a single class for percentage calculations. Based on this, New Bay Development’s 600,000 Class B shares represent 28.1% of the class, while Hong Kong investor Huiwu Wang is deemed to beneficially own 1,050,225 shares, or 49.1%, through a combination of direct holdings and layered ownership in related entities. Other entities, including Hope Education and Tequ Group affiliates, hold indirect economic interests in portions of the 600,000 Class B shares but do not control their voting. The reporting group states the investment is primarily for investment purposes and notes no other share transactions in the past 60 days.

Positive

  • None.

Negative

  • None.

Insights

Private placement raises $7.5M and concentrates Intelligent Group’s ownership among affiliated investors.

The filing describes a completed private placement where Intelligent Group Ltd issued 600,000 Class B ordinary shares at US$12.5 per share, raising US$7,500,000. These new shares account for a sizable portion of the 2,137,498 ordinary shares outstanding as of April 29, 2026, when Class A and Class B are treated as a single class.

Control is concentrated: New Bay Development (Intel) Holding, its upstream Cayman parent and XJ International have sole voting and dispositive power over the 600,000 Class B shares, representing 28.1% of the class. Through multiple holding structures and a family trust, Huiwu Wang is deemed to beneficially own 1,050,225 shares, or 49.1%, giving him substantial influence.

The filing emphasizes that many related entities, including Hope Education and Tequ Group affiliates, have indirect economic interests in portions of these shares but no power to vote them. The transaction is described as primarily for investment purposes, with no additional share trades by the reporting persons in the 60 days before the event. Future company filings may further clarify how this ownership structure interacts with governance and strategic decisions.

Private placement size 600,000 Class B ordinary shares Issued to New Bay Development (Intel) Holding on April 29, 2026
Issue price US$12.5 per share Purchase price for 600,000 Class B shares in private placement
Total consideration US$7,500,000 Aggregate purchase price paid by New Bay Development (Intel) Holding
Total ordinary shares outstanding 2,137,498 ordinary shares 1,462,498 Class A and 675,000 Class B as of April 29, 2026
New Bay stake 28.1% of class 600,000 Class B shares treated within single class of 2,137,498
Huiwu Wang beneficial ownership 1,050,225 shares (49.1%) Beneficial ownership of Intelligent Group ordinary shares as of April 29, 2026
Hope Education indirect interest 278,582 Class B shares Proportionate indirect economic interest via XJ International
Tequ Group HK indirect interest 3,165 Class B shares Proportionate indirect economic interest via direct XJ International holding
Securities Purchase Agreement financial
"the Issuer entered into a securities purchase agreement (the "Securities Purchase Agreement") with New Bay Development (Intel) Holding Co., Limited"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
Private Placement financial
"for a purchase price of US$12.5 per share and a total consideration of US$7,500,000 (the "Private Placement")"
A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.
beneficial ownership financial
"The ownership information presented herein represents beneficial ownership of Class A ordinary shares of the Issuer as of April 29, 2026"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
dispositive power financial
"is deemed, for purposes of Rule 13d-3 , to beneficially own the sole voting power and dispositive power with respect to the 600,000 Class B ordinary shares"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
sole voting power financial
"is deemed, for purposes of Rule 13d-3 , to beneficially own the sole voting power and dispositive power with respect to the 600,000 Class B ordinary shares"
Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.
Schedule 13D regulatory
"amends and supplements the statement on originally filed with the Securities and Exchange Commission (the "SEC") on March 2, 2026"
A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.





G48047115

(CUSIP Number)
Huiwu Wang
Unit 221, 2/F, Mirror Tower, 61 Mody Rd, Tsim Sha Tsui East
Kowloon, K3, 000000
852 64369596

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
04/29/2026

(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




schemaVersion:


SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Representing 375,225 Class A ordinary shares and 75,000 Class B ordinary shares directly held by VL Prime Capital Limited, a limited liability company incorporated in British Virgin Islands, which is owned by Spring Cow Capital Limited, a limited liability company incorporated in British Virgin Islands, as to 99% and Hong Kong Maysunshine Investment Management Co., Limited as to 1%, respectively. Spring Cow Capital Limited is owned by Ms. Wai Lau as to 99% and Hong Kong Maysunshine Investment Management Co., Limited as to 1%, respectively. (2) Calculated based on 2,137,498 ordinary shares, being the sum of 1,462,498 Class A ordinary shares and 675,000 Class B ordinary shares as a single class issued and outstanding as of April 29, 2026, according to the Issuer's report on Form 6-K filed with the Securities and Exchange Commission on April 30, 2026. The Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose of calculating the percentage ownership.


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Comment for Type of Reporting Person:
(1) Representing (i) 375,225 Class A ordinary shares and 75,000 Class B ordinary shares directly held by VL Prime Capital Limited, a limited liability company incorporated in British Virgin Islands, which is owned by Spring Cow Capital Limited, a limited liability company incorporated in British Virgin Islands, as to 99% and Hong Kong Maysunshine Investment Management Co., Limited as to 1%, respectively. Spring Cow Capital Limited is owned by Ms. Wai Lau as to 99% and Hong Kong Maysunshine Investment Management Co., Limited as to 1%, respectively. Hong Kong Maysunshine Investment Management Co., Limited is wholly owned by Mr. Huiwu Wang, and (ii) 600,000 Class B ordinary shares directly held by New Bay Development (Intel) Holding Co., Limited. New Bay Development (Intel) Holding Co., Limited is wholly owned by New Bayarea Development Holding Co., Ltd, which is in turn wholly owned by XJ International. By virtue of Mr. Huiwu Wang's deemed interest in 4,205,588,794 ordinary shares of XJ International, representing approximately 48.49% of the issued share capital of XJ International, his positions as an executive director, chief executive officer and president of XJ International, and his ability to influence the management, policies and voting decisions of XJ International and its wholly-owned subsidiaries, Mr. Wang may be deemed to share voting power with respect to the 600,000 Class B ordinary shares of the Issuer held of record by New Bay Development (Intel) Holding Co., Limited. (2) Calculated based on 2,137,498 ordinary shares, being the sum of 1,462,498 Class A ordinary shares and 675,000 Class B ordinary shares as a single class issued and outstanding as of April 29, 2026, according to the Issuer's report on Form 6-K filed with the Securities and Exchange Commission on April 30, 2026. The Class B ordinary shares are treated as converted into Class A ordinary shares only for the purpose of calculating the percentage ownership.


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Hong Kong Maysunshine Investment Management Co., Limited
Signature:/s/ Huiwu Wang
Name/Title:Huiwu Wang/Director
Date:05/22/2026
New Bay Development (Intel) Holding Co., Limited
Signature:/s/ Qian Zhang
Name/Title:Qian Zhang/Director
Date:05/22/2026
New Bayarea Development Holding Co., Ltd
Signature:/s/ Qian Zhang
Name/Title:Qian Zhang/Director
Date:05/22/2026
XJ International Holdings Co., Ltd.
Signature:/s/ Bing Zhang
Name/Title:Bing Zhang/Chairman and executive Director
Date:05/22/2026
Hope Education Investment Limited
Signature:/s/ Huiwu Wang
Name/Title:Huiwu Wang/Director
Date:05/22/2026
Signature:/s/ Bing Zhang
Name/Title:Bing Zhang/Director
Date:05/22/2026
Maysunshine Limited
Signature:/s/ Huiwu Wang
Name/Title:Huiwu Wang/Director
Date:05/22/2026
Maysunshine Holdings Limited
Signature:/s/ Lau Lai Sze
Name/Title:Lau Lai Sze/Director
Date:05/22/2026
Cantrust Far East Limited
Signature:/s/ Lau Lai Sze
Name/Title:Lau Lai Sze/Director
Date:05/22/2026
Huiwu Wang
Signature:/s/ Huiwu Wang
Name/Title:Huiwu Wang
Date:05/22/2026
Tequ Group A Limited
Signature:/s/ Bing Zhang
Name/Title:Bing Zhang/Director
Date:05/22/2026
Tequ Group (Hong Kong) Company Limited
Signature:/s/ Bing Zhang
Name/Title:Bing Zhang/Director
Date:05/22/2026
Shanghai Yi Zeng Enterprise Management Co., Ltd.
Signature:/s/ Bing Zhang
Name/Title:Bing Zhang/Director
Date:05/22/2026
Sichuan Tequ Investment Group Limited
Signature:/s/ Bing Zhang
Name/Title:Bing Zhang/Director
Date:05/22/2026
Chengdu West Hope Group Limited
Signature:/s/ Bing Zhang
Name/Title:Bing Zhang/Director
Date:05/22/2026
Sichuan Puhua Agricultural Technology Development Limited
Signature:/s/ Bing Zhang
Name/Title:Bing Zhang/Director
Date:05/22/2026
Qiang Zhang
Signature:/s/ Qiang Zhang
Name/Title:Qiang Zhang
Date:05/22/2026
Degen Wang
Signature:/s/ Degen Wang
Name/Title:Degen Wang
Date:05/22/2026
Yuxin Chen
Signature:/s/ Yuxin Chen
Name/Title:Yuxin Chen
Date:05/22/2026
Guiqin Zhao
Signature:/s/ Guiqin Zhao
Name/Title:Guiqin Zhao
Date:05/22/2026

FAQ

What major transaction does Intelligent Group (INTJ) disclose in this Schedule 13D/A amendment?

The amendment discloses a completed private placement where Intelligent Group issued 600,000 Class B ordinary shares at US$12.5 per share to New Bay Development (Intel) Holding. This raised total cash proceeds of US$7,500,000 and created a new large shareholder group with significant voting power over those shares.

How many shares did New Bay Development buy from Intelligent Group (INTJ) and at what price?

New Bay Development (Intel) Holding agreed to purchase 600,000 Class B ordinary shares of Intelligent Group at a price of US$12.5 per share. The total consideration for this private placement was US$7,500,000, funded from New Bay Development’s internal cash reserves according to the filing.

What is Huiwu Wang’s reported beneficial ownership in Intelligent Group (INTJ)?

The filing states that Huiwu Wang is deemed to beneficially own 1,050,225 ordinary shares of Intelligent Group as of April 29, 2026. Based on 2,137,498 ordinary shares outstanding, this represents 49.1% of the single class, reflecting direct holdings and complex indirect interests through multiple entities.

What stake does New Bay Development (Intel) Holding have in Intelligent Group (INTJ) after the private placement?

New Bay Development (Intel) Holding directly owns 600,000 Class B ordinary shares of Intelligent Group following the private placement. When Class A and B are treated as a single class of 2,137,498 ordinary shares, this block represents 28.1% of the class, with sole voting and dispositive power reported.

What total share count does the Intelligent Group (INTJ) filing use for ownership percentages?

The amendment calculates ownership percentages based on 2,137,498 ordinary shares outstanding as of April 29, 2026. This total consists of 1,462,498 Class A ordinary shares and 675,000 Class B ordinary shares, treated as a single class solely for percentage ownership calculations in the disclosure.

Have the reporting persons traded Intelligent Group (INTJ) shares in the last 60 days?

The filing states that none of the reporting persons has effected any transaction in Intelligent Group’s Class A ordinary shares during the 60 days before April 29, 2026. The only activity highlighted is the completed private placement of 600,000 Class B shares purchased directly from the issuer.