TJGC Group Limited’s board approved a share repurchase program on September 24, 2026, allowing the company to repurchase up to US$2,000,000 of its Class A ordinary shares through open-market purchases, block trades, privately negotiated transactions or other means, subject to applicable securities laws. Open-market repurchases are to comply with applicable laws, including Rule 10b-18 pricing and volume requirements. The program does not require the company to repurchase any specific number or dollar amount of shares. It has no time limit, and the board may modify, suspend or discontinue it at any time without notice. The company currently expects to fund repurchases from existing cash and cash equivalents and/or future cash flows, and may enter into Rule 10b5-1 plans to facilitate repurchases.
TJGC Group Limited (TJGC) is reshaping its business by appointing electronics manufacturing veteran Kalvin Kwok as executive director of its wholly owned Hong Kong subsidiary, Tongjiang Group Limited, to lead a transition into sourcing, trading and assembly of AI-related hardware components such as DRAM, SSDs, CPUs and integrated circuits. Under an Appointment, Business Transformation and Equity Incentive Agreement dated September 16, 2026, Mr. Kwok will provide customer resources, supplier relationships and assembly channels for this new business. As a performance-based equity incentive, TJGC agreed, for nil consideration, to transfer to him 49% of Tongjiang’s issued share capital as a separate non‑voting share class entitled only to dividends and other distributions, contingent on the subsidiary signing its first binding purchase order and satisfying agreement conditions, including board approval. The specific dividend and distribution rights, including any vesting or deferral, will be set in amended articles of association. TJGC states it will retain full control of Tongjiang, including financial management, banking mandates and reserved corporate matters, and may later consider providing investment or loans for machinery and equipment after three months of operation, at its discretion and subject to board approval.
TJGC Group Limited (TJGC), a British Virgin Islands holding company with operating subsidiaries in Hong Kong, filed a Form F-3 shelf registration to offer, from time to time, up to $100,000,000 of Class A Ordinary Shares, debt securities, warrants, rights, and units. The specific terms, pricing and use of proceeds for each issuance will be described in a future prospectus supplement.
The company’s Class A Ordinary Shares trade on Nasdaq under the symbol TJGC. On August 31, 2026, the last reported sale price was $10.08 per share and the public float was about $80.4 million, based on 7,976,688 Class A Ordinary Shares held by non‑affiliates. TJGC is both an emerging growth company and a foreign private issuer, allowing reduced U.S. disclosure and reporting requirements.
TJGC operates an integrated mobile‑game marketing and advertising business in Hong Kong through wholly owned subsidiaries and does not use a VIE structure or hold mainland China entities. The filing highlights significant legal, regulatory and political risks tied to operating in Hong Kong and potential PRC oversight, uncertainties around future PRC permissions for overseas offerings, cash transfer restrictions from Hong Kong, and the risk of U.S. trading prohibitions under the Holding Foreign Companies Accountable Act if PCAOB access to its auditor were curtailed.
TJGC GROUP Ltd disclosed that LIN JUNTENG has become a reporting person as a director, filing an initial statement of beneficial ownership on Form 3. The filing lists no reportable transactions or derivative positions in TJGC securities in this initial statement.
TJGC Group Limited reports that shareholders approved a change in the company’s authorised share structure and related share redesignations at an adjourned extraordinary general meeting held on August 7, 2026. The company’s authorised capital now consists of an unlimited number of shares divided into seven classes: Class A ordinary shares, Class B ordinary shares, and five series of preferred shares (Class A to Class E).
Contemporaneously with this change, 476,667 issued ordinary shares registered in the name of Wei Jinchan are being redesignated as 476,667 Class B Ordinary Shares, and the remaining 9,623,356 issued ordinary shares are being redesignated as Class A Ordinary Shares, all credited as fully paid with rights as set out in the Amended and Restated Memorandum and Articles of Association. These changes will be reflected on the Nasdaq Capital Market at the open of business on August 12, 2026, with the Class A shares continuing to trade under the symbol “TJGC”.
TJGC Group Limited reports that it is in negotiations with a robotics technology provider for a potential intellectual property license. The contemplated agreement would grant TJGC non-exclusive, worldwide rights to commercialize certain artificial intelligence and robotics technologies in intelligent automation products.
The company states that this potential license would align with its intelligent automation strategy and enhance its technology portfolio. TJGC also emphasizes there is no assurance the parties will reach a definitive agreement.
TJGC Group Limited held an adjourned extraordinary general meeting on August 7, 2026, where shareholders approved changes to the company’s share capital structure, effective on a date set by the board no later than August 31, 2026.
On the July 16, 2026 record date, 10,100,023 ordinary shares were outstanding and entitled to vote; 3,772,963 shares, representing 37.36% of votes, were present in person or by proxy. Shareholders approved redesignating 476,667 issued ordinary shares registered to Wei Jinchan as Class B Ordinary Shares and the remaining 9,623,356 issued ordinary shares as Class A Ordinary Shares, with rights set out in the amended and restated memorandum and articles of association. The updated governing documents were adopted, and directors were authorized to implement the share composition changes and related administrative steps. The resolutions passed with 3,752,202 votes for, 20,760 against, and no abstentions.
TJGC GROUP Ltd filed an initial statement of beneficial ownership for Tian Ke, identifying this individual as a director of the company. The statement does not report any transactions or current holdings in TJGC GROUP Ltd securities for this insider.
TJGC Group Limited is convening an extraordinary general meeting of shareholders at 15:00 on August 6, 2026 in Hong Kong. Shareholders will consider resolutions to adopt an Amended and Restated Memorandum and Articles of Association, including a Change of Authorised Share Composition and Share Redesignations, effective on a date set by the board no later than August 31, 2026.
The board set July 16, 2026 as the record date for determining who may receive notice, attend and vote, with one vote per ordinary share. A single shareholder or proxy holding not less than 50 per cent of voting power constitutes a quorum, and resolutions pass by a majority of votes cast. Shareholders may vote in person or by proxy; where the chairman acts as proxy with discretion, he is likely to vote the shares FOR the resolutions.