Intelligent Group Limited Private Placement of 600,000 Class B Shares to Affiliate for $7.5 Million

Intelligent Group Limited entered into a securities purchase agreement on April 29, 2026 with New Bay Development (Intel) Holding Co., Limited, a wholly-owned subsidiary of XJ International Holdings Co., Ltd., which is controlled by existing shareholder Huiwu Wang. The agreement involves the sale of 600,000 Class B ordinary shares at $12.50 per share, generating gross proceeds of $7.5 million. The transaction is structured as a private placement to a non-U.S. person under Regulation S exemption from securities registration. Following the closing, the company will have 2,137,498 total ordinary shares outstanding, consisting of 1,462,498 Class A shares and 675,000 Class B shares. The agreement includes customary representations, warranties, and indemnification provisions, with the company providing indemnification against certain liabilities under securities laws. The shares will be restricted securities with transfer limitations and appropriate legends.