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Intelligent Group Ltd

Intelligent Group LtdINTJ财报

Nasdaq · 可选消费 · 服务-管理咨询服务

Intelligent Systems Co., Ltd. is a Japanese video game developer best known for developing games published by Nintendo with the Paper Mario, Fire Emblem, WarioWare, and Wars video game series.

What changed in Intelligent Group Ltd's 20-F — 2024 vs 2025

Top changes in Intelligent Group Ltd's 2025 20-F

402 paragraphs added · 364 removed · 249 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

112 edited+47 added−19 removed242 unchanged
Additionally, if any existing shareholder or shareholders sell a substantial amount of our Ordinary Shares, this, in turn, could have a material adverse effect on their price. The dual-class structure of our Ordinary Shares has the effect of concentrating voting control with those shareholders who hold our Class B Ordinary Shares.
Additionally, if any existing shareholder or shareholders sell a substantial amount of our Class A Ordinary Shares, this, in turn, could have a material adverse effect on their price. The dual-class structure of our Ordinary Shares has the effect of concentrating voting control with those shareholders who hold our Class B Ordinary Shares.
Even if our Controlling Shareholder were to dispose of certain of its shares of our Class B Ordinary Shares such that it would control less than a majority of the voting power of our outstanding Ordinary Shares, it may be able to influence the outcome of corporate actions so long as it retains Class B Ordinary Shares.
Even if our Controlling Shareholder were to dispose of certain of its Class B such that it would control less than a majority of the voting power of our outstanding Ordinary Shares, it may be able to influence the outcome of corporate actions so long as it retains Class B.
A shareholder may also bring an action under statute if he feels that the affairs of the company have been or will be carried out in a manner that is unfairly prejudicial or discriminating or oppressive to him.
A shareholder may also bring an action under statute if he feels that the affairs of the company have been or will be carried out in a manner that is unfairly prejudicial or discriminating or oppressive to him.
The BVI Act also provides for certain other protections for minority shareholders, including in respect of investigation of the company and inspection of the company books and records.
The BVI Act also provides for certain other protections for minority shareholders, including in respect of investigation of the company and inspection of the company books and records.
New laws, regulations, and other government directives in the PRC may also be costly to comply with, and such compliance or any associated inquiries or investigations or any other government actions may: ● delay or impede our development; ● increase our operating costs; ● require significant management time and attention; ● result in negative publicity; and ● subject us to remedies, administrative penalties and even criminal liabilities that may harm our business, including fines assessed for our current or historical operations, or demands or orders that we modify or even cease our business practices.
New laws, regulations, and other government directives in the PRC may also be costly to comply with, and such compliance or any associated inquiries or investigations or any other government actions may: ● delay or impede our development; ● increase our operating costs; 1 ● require significant management time and attention; ● result in negative publicity; and ● subject us to remedies, administrative penalties and even criminal liabilities that may harm our business, including fines assessed for our current or historical operations, or demands or orders that we modify or even cease our business practices.
If we fail to comply with the applicable listing standards and Nasdaq delists our Ordinary Shares, we and our shareholders could face significant material adverse consequences, including : ● a limited availability of market quotations for our Ordinary Shares; ● reduced liquidity for our Ordinary Shares; ● a limited amount of news about us and analyst coverage of us; and ● a decreased ability for us to issue additional equity securities or obtain additional equity or debt financing in the future. 16 The U.S.
If we fail to comply with the applicable listing standards and Nasdaq delists our Class A Ordinary Shares, we and our shareholders could face significant material adverse consequences, including: ● a limited availability of market quotations for our Ordinary Shares; ● reduced liquidity for our Ordinary Shares; ● a limited amount of news about us and analyst coverage of us; and ● a decreased ability for us to issue additional equity securities or obtain additional equity or debt financing in the future. 16 The U.S.
For example, these shareholders could attempt to delay or prevent a change in control of us, even if such change in control would benefit our other shareholders, which could deprive our shareholders of an opportunity to receive a premium for their Ordinary Shares as part of a sale of us or our assets, and might affect the prevailing market price of our Ordinary Shares due to investors’ perceptions that conflicts of interest may exist or arise.
For example, these shareholders could attempt to delay or prevent a change in control of us, even if such change in control would benefit our other shareholders, which could deprive our shareholders of an opportunity to receive a premium for their Ordinary Shares as part of a sale of us or our assets, and might affect the prevailing market price of our Class A Ordinary Shares due to investors’ perceptions that conflicts of interest may exist or arise.
As a new public company, we may be slow to attract research coverage and the analysts who publish information about our Ordinary Shares will have had relatively little experience with us and possibly with our industry as well, which could affect their ability to accurately forecast our results and could make it more likely that we fail to meet their estimates.
As a new public company, we may be slow to attract research coverage and the analysts who publish information about our Class A Ordinary Shares will have had relatively little experience with us and possibly with our industry as well, which could affect their ability to accurately forecast our results and could make it more likely that we fail to meet their estimates.
If the Revised Review Measures is adopted into law in the future and if IJL or ITL are deemed to be an “operator of critical information infrastructure” or a “data processor” controlling personal information of no less than one million users, the operation of our subsidiaries and the listing of our Ordinary Shares in the U.S. could be subject to CAC’s cybersecurity review.
If the Revised Review Measures is adopted into law in the future and if IJL or ITL are deemed to be an “operator of critical information infrastructure” or a “data processor” controlling personal information of no less than one million users, the operation of our subsidiaries and the listing of our Class A Ordinary Shares in the U.S. could be subject to CAC’s cybersecurity review.
Therefore, you may have more difficulty protecting your interests in connection with actions taken by our directors and officers or our principal shareholders than you would as a shareholder of a corporation incorporated in the United States. 19 British Virgin Islands companies may not be able to initiate shareholder derivative actions, thereby depriving shareholders of the ability to protect their interests.
Therefore, you may have more difficulty protecting your interests in connection with actions taken by our directors and officers or our principal shareholders than you would as a shareholder of a corporation incorporated in the United States. British Virgin Islands companies may not be able to initiate shareholder derivative actions, thereby depriving shareholders of the ability to protect their interests.
Furthermore, trading in our Ordinary Shares may be prohibited under the HFCAA if the SEC subsequently determines our audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely, and as a result, U.S. national securities exchanges, such as the Nasdaq, may determine to delist our securities. On June 22, 2021, the U.S.
Furthermore, trading in our Class A Ordinary Shares may be prohibited under the HFCAA if the SEC subsequently determines our audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely, and as a result, U.S. national securities exchanges, such as the Nasdaq, may determine to delist our securities. On June 22, 2021, the U.S.
The future sales of Ordinary Shares by existing shareholders, including the sales pursuant to the Resale Prospectus, may adversely affect the market price of our Ordinary Share. As a relatively small-capitalization company with relatively small public float we may experience greater stock price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization companies.
The future sales of Class A Ordinary Shares by existing shareholders, including the sales pursuant to the resale prospectus, may adversely affect the market price of our Class A Ordinary Share. As a relatively small-capitalization company with relatively small public float we may experience greater stock price volatility, extreme price run-ups, lower trading volume and less liquidity than large-capitalization companies.
Moreover, our business and ability to operate could also be adversely affected by COVID-19, Ebola virus disease, Zika virus disease, H1N1 flu, H7N9 flu, avian flu, SARS or other epidemics. 13 Our headquarters are located in Hong Kong, where our directors and management and a majority of our employees currently reside.
Moreover, our business and ability to operate could also be adversely affected by COVID-19, Ebola virus disease, Zika virus disease, H1N1 flu, H7N9 flu, avian flu, SARS or other epidemics. Our headquarters are located in Hong Kong, where our directors and management and a majority of our employees currently reside.
Sales of our Ordinary Shares in the public market, or the perception that these sales could occur, could cause their market price to decline. Such sales also might make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate.
Sales of our Class A Ordinary Shares in the public market, or the perception that these sales could occur, could cause their market price to decline. Such sales also might make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate.
The absence of internal controls over financial reporting may inhibit investors from purchasing our Ordinary Shares and may make it more difficult for us to raise funds in a debt or equity financing. Additional material weaknesses or significant deficiencies may be identified in the future.
The absence of internal controls over financial reporting may inhibit investors from purchasing our Class A Ordinary Shares and may make it more difficult for us to raise funds in a debt or equity financing. Additional material weaknesses or significant deficiencies may be identified in the future.
In addition, our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules thereunder. Therefore, our shareholders may not know on a timely basis when our officers, directors and principal shareholders purchase or sell our Shares.
In addition, our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules thereunder. Therefore, our shareholders may not know on a timely basis when our officers, directors and principal shareholders purchase or sell our Ordinary Shares.
The SEC has adopted regulations which generally define a “penny stock” to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Depending on market fluctuations, our Ordinary Shares could be considered to be “penny stock”.
The SEC has adopted regulations which generally define a “penny stock” to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. Depending on market fluctuations, our Class A Ordinary Shares could be considered to be “penny stock”.
Senate passed the Accelerating Holding Foreign Companies Accountable Act and on December 29, 2022, the Consolidated Appropriations Act was signed into law by the then President Biden, which contained, among other things, an identical provision to Accelerating Holding Foreign Companies Accountable Act and amended the Holding Foreign Companies Accountable Act by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time before our Ordinary Shares may be prohibited from trading or delisted.
Senate passed the Accelerating Holding Foreign Companies Accountable Act and on December 29, 2022, the Consolidated Appropriations Act was signed into law by the then President Biden, which contained, among other things, an identical provision to Accelerating Holding Foreign Companies Accountable Act and amended the Holding Foreign Companies Accountable Act by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time before our Class A Ordinary Shares may be prohibited from trading or delisted.
Our failure to back up our data and information in a timely manner may cause material disruption of our business operation and may therefore adversely affect our business and results of operations. 12 We are subject to various risks due to potential violation of obligations and standards applicable to us.
Our failure to back up our data and information in a timely manner may cause material disruption of our business operation and may therefore adversely affect our business and results of operations. We are subject to various risks due to potential violation of obligations and standards applicable to us.
Prior to our initial public offering, there has not been a public market for our Ordinary Shares. An active public market for our Shares, however, may not develop or be sustained after the offering, in which case the market price and liquidity of our Shares will be materially and adversely affected.
Prior to our initial public offering, there has not been a public market for our Class A Ordinary Shares. An active public market for our Class A Ordinary Shares, however, may not develop or be sustained after the offering, in which case the market price and liquidity of our Class A Ordinary Shares will be materially and adversely affected.
The principal protection under statutory law is that shareholders may bring an action to enforce the constitutional documents of the company (i.e. the Memorandum and Articles of Association) as shareholders are entitled to have the affairs of the company conducted in accordance with the BVI Act and the Memorandum and Articles of Association of the company.
The principal protection under statutory law is that shareholders may bring an action to enforce the constitutional documents of the company (i.e. our memorandum and articles of association) as shareholders are entitled to have the affairs of the company conducted in accordance with the BVI Act and the memorandum and articles of association of the company.
As a result of this election, our financial statements may not be comparable to companies that comply with public company effective data. We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth company”.
As a result of this election, our financial statements may not be comparable to companies that comply with public company effective data. 21 We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an “emerging growth company”.
If a trading market for our Ordinary Shares develops, the trading market will be influenced to some extent by the research and reports that industry or financial analysts publish about us and our business. We do not control these analysts.
If a trading market for our Class A Ordinary Shares develops, the trading market will be influenced to some extent by the research and reports that industry or financial analysts publish about us and our business. We do not control these analysts.
As a result, our business, financial condition, results of operations and prospects, as well as the market for and trading price of our Ordinary Shares, may be materially and adversely affected if we do not have effective internal controls.
As a result, our business, financial condition, results of operations and prospects, as well as the market for and trading price of our Class A Ordinary Shares, may be materially and adversely affected if we do not have effective internal controls.
These factors may also materially and adversely affect our cash flows, working capital, financial condition and results of operations. We are also subject to the risk of payment deferral by our clients as part of our business operations.
These factors may also materially and adversely affect our cash flows, working capital, financial condition and results of operations. 9 We are also subject to the risk of payment deferral by our clients as part of our business operations.
We may not discover any problems in a timely manner and in such an event our shareholders could lose confidence in our financial reporting, which would harm our business and the trading price of our Ordinary Shares.
We may not discover any problems in a timely manner and in such an event our shareholders could lose confidence in our financial reporting, which would harm our business and the trading price of our Class A Ordinary Shares.
Any change in Hong Kong and PRC laws and regulations, such as additional restrictions or requirements on Financial PR services providers, or new regulations that impose new restrictions on the ability of companies to list on the HK Stock Exchange, or the abolishment of or amendment to disclosure requirements imposed on listed companies, may also adversely affect the demand for our services, which may in turn materially and adversely affect our business, financial condition and results of operations. 11 We face risks associated with pressure on the level of our service fees.
Any change in Hong Kong and PRC laws and regulations, such as additional restrictions or requirements on Financial PR services providers, or new regulations that impose new restrictions on the ability of companies to list on the HK Stock Exchange, or the abolishment of or amendment to disclosure requirements imposed on listed companies, may also adversely affect the demand for our services, which may in turn materially and adversely affect our business, financial condition and results of operations. 10 We face risks associated with pressure on the level of our service fees.
The Ordinary Shares registered for resale as part of the Resale Prospectus, once registered, will constitute a considerable percentage of our public float. Sales of a substantial number of our Ordinary Shares in the public market could occur at any time.
The Class A Ordinary Shares registered for resale as part of the resale prospectus, once registered, will constitute a considerable percentage of our public float. Sales of a substantial number of our Class A Ordinary Shares in the public market could occur at any time.
The sales of a substantial number of registered shares could result in a significant decline in the public trading price of our Ordinary Shares and could impair our ability to raise capital through the sale or issuance of additional Ordinary Shares.
The sales of a substantial number of registered shares could result in a significant decline in the public trading price of our Class A Ordinary Shares and could impair our ability to raise capital through the sale or issuance of additional Class A Ordinary Shares.
Our management has not completed an assessment of the effectiveness of our internal control over financial reporting and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting.
Our management had not completed an assessment of the effectiveness of our internal control over financial reporting and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting.
If the Chinese government chooses to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China based issuers, such action may significantly limit or completely hinder our ability to offer or continue to offer Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless.
If the Chinese government chooses to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China based issuers, such action may significantly limit or completely hinder our ability to offer or continue to offer Class A Ordinary Shares to investors and cause the value of our Class A Ordinary Shares to significantly decline or be worthless.
We may be required to restructure our operations to comply with such regulations or potentially cease operations in the PRC entirely. The CSRC, the CAC or other PRC regulatory agencies also may take actions requiring us, or making it advisable for us, to halt subsequent offering before settlement and delivery of our Ordinary Shares.
We may be required to restructure our operations to comply with such regulations or potentially cease operations in the PRC entirely. The CSRC, the CAC or other PRC regulatory agencies also may take actions requiring us, or making it advisable for us, to halt subsequent offering before settlement and delivery of our Class A Ordinary Shares.
If we identify such issues or if we are unable to produce accurate and timely financial statements, our stock price may decline and we may be unable to maintain compliance with the Nasdaq Listing Rules. 15 Risks Related to our Ordinary Shares An active trading market for our Shares may not be sustained.
If we identify such issues or if we are unable to produce accurate and timely financial statements, our stock price may decline and we may be unable to maintain compliance with the Nasdaq Listing Rules. 15 Risks Related to our Ordinary Shares An active trading market for our Class A Ordinary Shares may not be sustained.
In recent years, the stock markets generally have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of certain publicly traded companies. Broad market and industry factors may significantly affect the market price of our Ordinary Shares, regardless of our actual operating performance.
In recent years, the stock markets generally have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of certain publicly traded companies. Broad market and industry factors may significantly affect the market price of our Class A Ordinary Shares, regardless of our actual operating performance.
Despite such a decline in the public trading price, certain Selling Shareholders may still experience a positive rate of return on the Ordinary Shares due to the lower price that they purchased the Ordinary Shares compared to other public investors and may be incentivized to sell their Ordinary Shares when others are not. 23
Despite such a decline in the public trading price, certain selling shareholders may still experience a positive rate of return on the Class A Ordinary Shares due to the lower price that they purchased the Class A Ordinary Shares compared to other public investors and may be incentivized to sell their Class A Ordinary Shares when others are not.
Under the HFCAA, our securities may be prohibited from trading on the Nasdaq or other U.S. stock exchanges if our auditors are not inspected by the PCAOB for three consecutive years, and this ultimately could result in our Ordinary Shares being delisted.
Under the HFCAA, our securities may be prohibited from trading on the Nasdaq or other U.S. stock exchanges if our auditors are not inspected by the PCAOB for three consecutive years, and this ultimately could result in our Class A Ordinary Shares being delisted.
Further, if we were no longer listed on Nasdaq, our securities would not be covered securities and we would be subject to regulations in each state in which we offer our securities. Substantial future sales or perceived sales of our Ordinary Shares in the public market could cause the price of our Ordinary Shares to decline.
Further, if we were no longer listed on Nasdaq, our securities would not be covered securities and we would be subject to regulations in each state in which we offer our securities. Substantial future sales or perceived sales of our Class A Ordinary Shares in the public market could cause the price of our Class A Ordinary Shares to decline.
There is no assurance that the clients which have previously sought our services will continue to retain us for future business. For the years ended November 30, 2024, 2023 and 2022, part of our revenue from the provision of Financial PR services were project-based services.
There is no assurance that the clients which have previously sought our services will continue to retain us for future business. For the years ended November 30, 2025, 2024 and 2023, part of our revenue from the provision of Financial PR services were project-based services.
However, in connection with the audits of our consolidated financial statements for the years ended November 30, 2024 and 2023, we and our independent registered public accounting firms identified material weaknesses in our internal control over financial reporting as well as other control deficiencies for the above mentioned periods.
However, in connection with the audits of our consolidated financial statements for the years ended November 30, 2025 and 2024, we and our independent registered public accounting firms identified material weaknesses in our internal control over financial reporting as well as other control deficiencies for the above mentioned periods.
We have not used any forward contracts, futures, swaps or currency borrowings to hedge our exposure to foreign currency risk. 9 Risks Related to Our Business and Industry Our business performance is highly influenced by the conditions of the capital markets in Hong Kong.
We have not used any forward contracts, futures, swaps or currency borrowings to hedge our exposure to foreign currency risk. 8 Risks Related to Our Business and Industry Our business performance is highly influenced by the conditions of the capital markets in Hong Kong.
We may be adversely affected by changes in the laws and regulations governing the companies listed on the HK Stock Exchange. For the years ended November 30, 2024, 2023 and 2022, a large number of our clients were companies to be listed or already listed on the HK Stock Exchange.
We may be adversely affected by changes in the laws and regulations governing the companies listed on the HK Stock Exchange. For the years ended November 30, 2025, 2024 and 2023, a large number of our clients were companies to be listed or already listed on the HK Stock Exchange.
Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of the ordinary shares.
Such volatility, including any stock-run up, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of the Class A Ordinary Shares.
We are an “emerging growth company,” as defined in the JOBS Act and will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Ordinary Shares that is held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.
We are an “emerging growth company,” as defined in the JOBS Act and will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A Ordinary Shares that is held by non-affiliates exceeds $700 million as of the prior May 31, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.
President’s Working Group on Financial Markets issued recommendations for actions that can be taken by the executive branch, the SEC, the PCAOB or other federal agencies and departments with respect to Chinese companies listed on U.S. stock exchanges and their audit firms, in an effort to protect investors in the United States.
Additionally, in July 2020, the U.S. President’s Working Group on Financial Markets issued recommendations for actions that can be taken by the executive branch, the SEC, the PCAOB or other federal agencies and departments with respect to Chinese companies listed on U.S. stock exchanges and their audit firms, in an effort to protect investors in the United States.
However, due to certain long arm provisions in the current PRC laws and regulations, there remains regulatory uncertainty with respect to the implementation and interpretation of laws in China as they may affect Hong Kong.
In addition, due to certain long arm provisions in the current PRC laws and regulations, there remains regulatory uncertainty with respect to the implementation and interpretation of laws in China as they may affect Hong Kong.
To the extent any new or more stringent measures are implemented, our business, financial condition and results of operations could be adversely affected, and the value of our Ordinary Shares could decrease or become worthless.
To the extent any new or more stringent measures are implemented, our business, financial condition and results of operations could be adversely affected, and the value of our Class A Ordinary Shares could decrease or become worthless.
As a result, our Shares would be known as a “penny stock”, which are subject to various regulations involving disclosures to be given to you prior to the purchase of any penny stock.
As a result, our Class A Ordinary Shares would be known as a “penny stock”, which are subject to various regulations involving disclosures to be given to you prior to the purchase of any penny stock.
On May 18, 2020, Nasdaq filed three proposals with the SEC to (i) apply minimum offering size requirement for companies primarily operating in “Restrictive Market”, (ii) adopt a new requirement relating to the qualification of management or board of director for Restrictive Market companies, and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company’s auditors. 6 On May 20, 2020, the U.S.
On May 18, 2020, Nasdaq filed three proposals with the SEC to (i) apply minimum offering size requirement for companies primarily operating in “Restrictive Market”, (ii) adopt a new requirement relating to the qualification of management or board of director for Restrictive Market companies, and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company’s auditors.
We do not currently expect the Revised Review Measures to have an impact on our business our operations or subsequent offerings as we do not believe that either IJL or ITL would be deemed to be an “operator of critical information infrastructure” or a “data processor” controlling personal information of no less than one million users, that would be required to file for cybersecurity review before listing in the U.S., because (i) IJL and ITL are organized and operating in Hong Kong and the Revised Review Measures remains unclear whether it shall be applied to Hong Kong companies; (ii) IJL and ITL operate without any subsidiary or VIE structure in Mainland China; (iii) as of date of this annual report, IJL and ITL have collected and stored personal information of less than 100 PRC individual clients, which is far less than one million users; and (iv) as of the date of this annual report, IJL and ITL have not been informed by any PRC governmental authority of any requirement that they file for a cybersecurity review.
We do not currently expect the Revised Review Measures to have an impact on our business our operations or subsequent offerings as we do not believe that either IJL or ITL would be deemed to be an “operator of critical information infrastructure” or a “data processor” controlling personal information of no less than one million users, that would be required to file for cybersecurity review before listing in the U.S., because (i) IJL and ITL are organized and operating in Hong Kong and the Revised Review Measures remains unclear whether it shall be applied to Hong Kong companies; (ii) save for Shenzhen Huiyue Technology Limited, a wholly owned subsidiary of IJL, IJL and ITL operate without any other subsidiary or VIE structure in Mainland China; (iii) as of the date of this annual report, IJL and ITL have collected and stored personal information of less than 100 PRC individual clients, which is far less than one million users; and (iv) as of the date of this annual report, IJL and ITL have not been informed by any PRC governmental authority of any requirement that they file for a cybersecurity review.
Securities litigation brought against us following any volatility in the price of our Shares, regardless of the merit or ultimate results of such litigation, could result in substantial costs, which would hurt our financial condition and operating results and divert management’s attention and resources from our business.
Securities litigation brought against us following any volatility in the price of our Class A Ordinary Shares, regardless of the merit or ultimate results of such litigation, could result in substantial costs, which would hurt our financial condition and operating results and divert management’s attention and resources from our business.
The initial public offering price for our Ordinary Shares will be determined through negotiations between the underwriters and us and may vary from the market price of our Ordinary Shares following our initial public offering.
The initial public offering price for our Class A Ordinary Shares will be determined through negotiations between the underwriters and us and may vary from the market price of our Class A Ordinary Shares following our initial public offering.
Senate passed the HFCAA, which includes requirements for the SEC to identify issuers whose audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely because of a restriction imposed by a non-U.S. authority in the auditor’s local jurisdiction. The HFCAA was signed into law on December 18, 2020. Additionally, in July 2020, the U.S.
On May 20, 2020, the U.S. Senate passed the HFCAA, which includes requirements for the SEC to identify issuers whose audit work is performed by auditors that the PCAOB is unable to inspect or investigate completely because of a restriction imposed by a non-U.S. authority in the auditor’s local jurisdiction. The HFCAA was signed into law on December 18, 2020.
All our business operations were concentrated in the capital markets sector in Hong Kong for the years ended November 30, 2024, 2023 and 2022. Any material deterioration in the financial and economic conditions of the capital markets in Hong Kong could materially and adversely affect our business and prospects.
Substantially all our business operations were concentrated in the capital markets sector in Hong Kong for the years ended November 30, 2025, 2024 and 2023. Any material deterioration in the financial and economic conditions of the capital markets in Hong Kong could materially and adversely affect our business and prospects.
If you purchase our Ordinary Shares in our initial public offering, you may not be able to resell those shares at or above the initial public offering price.
If you purchase our Class A Ordinary Shares in our initial public offering, you may not be able to resell those shares at or above the initial public offering price.
We are unable to predict the effect that such sales may have on the prevailing market price of our Ordinary Shares.
We are unable to predict the effect that such sales may have on the prevailing market price of our Class A Ordinary Shares.
According to the BVI Business Companies Act 2004 (as amended), a BVI company may make dividends distribution to the extent that immediately after the distribution, the value of the company’s assets exceeds its liabilities and that such company is able to pay its debts as they fall due.
According to the BVI Act, a BVI company may make dividends distribution to the extent that immediately after the distribution, the value of the company’s assets exceeds its liabilities and that such company is able to pay its debts as they fall due.
In addition, because of the fifty-to-one voting ratio between our Class B and Class A Ordinary Shares, the holders of our Class B Ordinary Shares could continue to control a majority of the combined voting power of our Ordinary Shares and therefore control all matters submitted to our shareholders for approval until converted by the holders of our Class B Ordinary Shares.
In addition, because of the voting ratios between our Class B and Class A Ordinary Shares, the holders of our Class B Ordinary Shares could continue to control a majority of the combined voting power of our Ordinary Shares and therefore control all matters submitted to our shareholders for approval until converted by the holders of our Class B Ordinary Shares.
However, the number of newly listed companies for the year ended December 31, 2024 decreased to 71 companies as compared to 73 companies for the same period in 2023 (source: https://www.hkex.com.hk/Market-Data/Statistics/Consolidated-Reports/Annual-Market-Statistics?sc_lang=en) mainly as a result of volatility in the performance of the capital markets in Hong Kong.
However, the number of newly listed companies for the year ended December 31, 2025 increased to 119 companies as compared to 73 companies for the same period in 2024 (source: https://www.hkex.com.hk/Market-Data/Statistics/Consolidated-Reports/Annual-Market-Statistics?sc_lang=en) mainly as a result of volatility in the performance of the capital markets in Hong Kong.
Such a judgment may not, in any event, be so enforced in Hong Kong if (a) it was obtained by fraud; (b) the proceedings in which the judgment was obtained were opposed to natural justice; (c) its enforcement or recognition would be contrary to the public policy of Hong Kong; (d) the court of the U.S. was not jurisdictionally competent; or (e) the judgment was in conflict with a prior Hong Kong judgment.
Such a judgment may not, in any event, be so enforced in Hong Kong if (a) it was obtained by fraud; (b) the proceedings in which the judgment was obtained were opposed to natural justice; (c) its enforcement or recognition would be contrary to the public policy of Hong Kong; (d) the court of the U.S. was not jurisdictionally competent; or (e) the judgment was in conflict with a prior Hong Kong judgment. 18 Hong Kong has no arrangement for the reciprocal enforcement of judgments with the U.S.
In addition, foreign private issuers are not required to file their annual report on Form 20-F until one hundred twenty (120) days after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within seventy-five (75) days after the end of each fiscal year.
In addition, foreign private issuers are not required to file their annual report on Form 20-F until four months after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within seventy-five (75) days after the end of each fiscal year.
The market price of our Ordinary Shares may fluctuate significantly in response to numerous factors, many of which are beyond our control, including: ● actual or anticipated fluctuations in our revenue and other operating results; ● the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections; ● actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors; ● announcements by us or our competitors of significant services or features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments; ● price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; ● lawsuits threatened or filed against us; and ● other events or factors, including those resulting from war or incidents of terrorism, or responses to these events.
The market price of our Class A Ordinary Shares may fluctuate significantly in response to numerous factors, many of which are beyond our control, including: ● actual or anticipated fluctuations in our revenue and other operating results; ● the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections; ● actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors; ● announcements by us or our competitors of significant services or features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments; ● price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; ● lawsuits threatened or filed against us; and ● other events or factors, including those resulting from war or incidents of terrorism, or responses to these events. 22 In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies.
Senate passed the Accelerating Holding Foreign Companies Accountable Act and on December 29, 2022, the Consolidated Appropriations Act was signed into law by the then President Biden, which contained, among other things, an identical provision to Accelerating Holding Foreign Companies Accountable Act and amended the Holding Foreign Companies Accountable Act by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time before our Ordinary Shares may be prohibited from trading or delisted. 7 The delisting of our Ordinary Shares, or the threat of their being delisted, may materially and adversely affect the value of your investment.
Senate passed the Accelerating Holding Foreign Companies Accountable Act and on December 29, 2022, the Consolidated Appropriations Act was signed into law by the then President Biden, which contained, among other things, an identical provision to Accelerating Holding Foreign Companies Accountable Act and amended the Holding Foreign Companies Accountable Act by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time before our Class A Ordinary Shares may be prohibited from trading or delisted.
If there is any significant decline in Hong Kong’s economy and we are unable to generate business in other geographic locations, our revenue, profitability and business prospects will be materially affected.
Economic conditions in Hong Kong are sensitive to global economic conditions. If there is any significant decline in Hong Kong’s economy and we are unable to generate business in other geographic locations, our revenue, profitability and business prospects will be materially affected.
In addition, the current and future actions or escalations by either the United States or China that affect trade relations may cause global economic turmoil and potentially have a negative impact on our markets, our business, or our results of operations, as well as the financial condition of our clients, and we cannot provide any assurances as to whether such actions will occur or the form that they may take. 8 A downturn in the Hong Kong, China or global economy, or a change in economic and political policies of China could materially and adversely affect our business and financial condition.
In addition, the current and future actions or escalations by either the United States or China that affect trade relations may cause global economic turmoil and potentially have a negative impact on our markets, our business, or our results of operations, as well as the financial condition of our clients, and we cannot provide any assurances as to whether such actions will occur or the form that they may take.
As of December 31, 2024, the total number of listed companies in the HK Stock Exchange was 2,631, compared to 2,609 listed companies as of December 31, 2023.
As of December 31, 2025, the total number of listed companies in the HK Stock Exchange was 2,686, compared to 2,631 listed companies as of December 31, 2024.
National Securities Markets Improvement Act of 1996 prevents or pre-empts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because we expect that our Ordinary Shares will be listed on Nasdaq, such securities will be covered securities.
National Securities Markets Improvement Act of 1996 prevents or pre-empts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our Class A Ordinary Shares are listed on Nasdaq, such securities are covered securities.
While the Group has no current operations in China, should we have any future operations in China these regulatory agencies may also impose fines and penalties on our operations in China, as well as limit our ability to pay dividends outside of China, limit our operations in China, delay or restrict the repatriation of the proceeds from our offering into China or take other actions that could have a material adverse effect on our business as well as the trading price of our Ordinary Shares.
These regulatory agencies may also impose fines and penalties on our operations in China, as well as limit our ability to pay dividends outside of China, limit our operations in China, delay or restrict the repatriation of the proceeds from our offering into China or take other actions that could have a material adverse effect on our business as well as the trading price of our Class A Ordinary Shares.
While the Group has no current operations in China, should we have any future operations in China and should we (i) fail to receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and require us to obtain such permissions or approvals in the future, we may face sanctions by the CSRC, the CAC or other PRC regulatory agencies.
Should we (i) fail to receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and require us to obtain such permissions or approvals in the future, we may face sanctions by the CSRC, the CAC or other PRC regulatory agencies.
We may be subject to litigation, arbitration or other legal proceeding risk. We may be subject to arbitration claims and lawsuits in the ordinary course of our business.
We, our directors and senior management may be subject to litigation, arbitration or other legal proceeding risk. We, our directors and senior management may, from time to time, be subject to arbitration claims and lawsuits in the ordinary course of our business.
On September 22, 2021, the PCAOB adopted a final rule implementing the HFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether the Board is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.
On September 22, 2021, the PCAOB adopted a final rule implementing the HFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether the Board is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. 5 On November 5, 2021, the SEC approved the PCAOB’s Rule 6100, Board Determinations Under the Holding Foreign Companies Accountable Act.
Based on management’s internal assessment that the Company and its subsidiaries currently have no material operations in the PRC, the Management understands that as of the date of this annual report, the Company is not required to obtain any permissions or approvals from PRC authorities before listing in the U.S. and to issue our Ordinary Shares to foreign investors, including the Cyberspace Administration of China (the “CAC”) or the China Securities Regulatory Commission (the “CSRC”) because (i) the CSRC currently has not issued any definitive rule or interpretation concerning whether out listing is subject to this regulation; and (ii) the Company operates in Hong Kong and is not included in the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC.
However, uncertainties still exist, due to the possibility that laws, regulations, or policies in Hong Kong could change rapidly in the future. 3 Based on management’s internal assessment that the Company and its subsidiaries currently have no material operations in the PRC, the Management understands that as of the date of this annual report, the Company is not required to obtain any permissions or approvals from PRC authorities to issue our Class A Ordinary Shares to foreign investors, including the Cyberspace Administration of China (the “CAC”) or the China Securities Regulatory Commission (the “CSRC”) because (i) the CSRC currently has not issued any definitive rule or interpretation concerning whether out listing is subject to this regulation; and (ii) the Company operates in Hong Kong and is not included in the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC.
Any prolonged slowdown in the global and/or Hong Kong economy may have a negative impact on our business, results of operations and financial condition, and continued turbulence in the international markets may adversely affect our ability to access the capital markets to meet liquidity needs.
Any prolonged slowdown in the global and/or Hong Kong economy may have a negative impact on our business, results of operations and financial condition, and continued turbulence in the international markets may adversely affect our ability to access the capital markets to meet liquidity needs. 13 The business of our Group is exclusively concentrated in Hong Kong, and is therefore heavily dependent on Hong Kong’s economy.
After the completion of our initial public offering, we will incur significant legal, accounting and other expenses as a public company that we did not incur as a private company. Sarbanes-Oxley, as well as rules subsequently implemented by the SEC, impose various requirements on the corporate governance practices of public companies.
We are a public company and expect to incur significant legal, accounting and other expenses that we did not incur as a private company. Sarbanes-Oxley, as well as rules subsequently implemented by the SEC, impose various requirements on the corporate governance practices of public companies.
The PCAOB is currently unable to conduct inspections without the approval of the Chinese government authorities. Our U.S. auditors have been inspected by the PCAOB on a regular basis, and we have no operations in Mainland China.
The PCAOB is currently unable to conduct inspections without the approval of the Chinese government authorities. Our U.S. auditors have been inspected by the PCAOB on a regular basis.
If we become subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed China-based companies, we may have to expend significant resources to investigate and/or defend any allegations which could harm our business operations, our reputation and could result in a loss of your investment in our Ordinary Shares, in particular if such matter cannot be addressed and resolved favorably.
Additionally, continued turbulence in the international markets may adversely affect our ability to access the capital markets to meet liquidity needs. 7 If we become subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed China-based companies, we may have to expend significant resources to investigate and/or defend any allegations which could harm our business operations, our reputation and could result in a loss of your investment in our Class A Ordinary Shares, in particular if such matter cannot be addressed and resolved favorably.
Our corporate affairs are governed by our memorandum and articles of association, as amended and restated from time to time, the BVI Business Companies Act, 2004 (as amended), referred to below as the “BVI Act”, and the common law of the BVI.
Our corporate affairs are governed by our memorandum and articles of association, as amended and restated from time to time, the BVI Act and the common law of the BVI.
Each Class B Ordinary Share has fifty votes per share, and our Class A Ordinary Shares have one vote per share. Our Controlling Shareholder, which holds 100% of our issued and outstanding Class B Ordinary Shares, owns shares representing approximately 93.62% of the voting power of our outstanding Ordinary Shares.
Each Class A Ordinary Share and Class B Ordinary Share has one vote and fifty votes, respectively. Our Controlling Shareholder, which holds 100% of our issued and outstanding Class B Ordinary Shares and 29.28% of our issued, owns shares representing approximately 79.14% of the voting power of our outstanding Ordinary Shares.
Our lack of effective internal controls over financial reporting may affect our ability to accurately report our financial results or prevent fraud which may affect the market for and price of our Ordinary Share.
Our lack of effective internal controls over financial reporting may affect our ability to accurately report our financial results or prevent fraud which may affect the market for and price of our Ordinary Share. We have limited accounting personnel and other resources for addressing our internal control over financial reporting.
We are a “controlled company” as defined under the Nasdaq Stock Market Rules because our Controlling Shareholder owns 68.61% of our total issued and outstanding Shares, representing 93.62% of the total voting power.
We are a “controlled company” as defined under the Nasdaq Stock Market Rules because our Controlling Shareholder owns 29.28% of our total issued and outstanding Ordinary Shares, representing 79.14% of the total voting power.
We have established, maintained and relied on an internal control system comprising a series of policies and procedures. There is no assurance that the internal control system in place will prove at all times adequate and effective to deal with all the possible risks given the fast changing financial, regulatory and technological environment in which we operate.
There is no assurance that the internal control system in place will prove at all times adequate and effective to deal with all the possible risks given the fast changing financial, regulatory and technological environment in which we operate.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Concurrently with the Re-designation, the Company and the majority shareholder approved certain amendments to the Company’s currently effective memorandum and articles of association, including (a) amending Clause 5.1 of the memorandum of association of the Company currently in effect to reflect the changes set forth in the Redesignation, and (b) amending and restating its memorandum and articles of association of the Company (the “Amended and Restated M&A”) in substitution for the Company’s currently effective memorandum and articles of association to reflect the Redesignation and set out the rights and privileges of Class A Ordinary Shares and Class B Ordinary Shares; The Redesignation and the Amended and Restated M&A took effect on November 27, 2024, when the necessary filings were completed with the Registry of Corporate Affairs of the British Virgin Islands.
Concurrently with the Re-designation, the Company and the majority shareholder approved certain amendments to the Company’s then effective memorandum and articles of association, including (a) amending Clause 5.1 of the memorandum of association of the Company currently in effect to reflect the changes set forth in the Redesignation, and (b) amending and restating its memorandum and articles of association of the Company (the “Amended and Restated M&A”) in substitution for the Company’s currently effective memorandum and articles of association to reflect the Redesignation and set out the rights and privileges of Class A Ordinary Shares and Class B Ordinary Shares; The Redesignation and the Amended and Restated M&A took effect on November 27, 2024, when the necessary filings were completed with the Registry of Corporate Affairs of the British Virgin Islands.
Our mature information platform periodically generates informational videos and articles that are targeted to different brokerage firms and media platforms. This coverage allows us to be alert to the latest market news and make timely notifications to the client. 3.
Our mature information platform periodically generates informational videos and articles that are targeted to different brokerage firms and media platforms. This coverage allows us to be alert to the latest market news and make timely notifications to the client. 30 3.
The Company has complied with the Mandatory Provident Fund Schemes as of the date of this annual report. 31 Regulations related to Taxation Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong) Under the Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong), where an employer commences to employ in Hong Kong an individual who is or is likely to be chargeable to tax, or any married person, the employer shall give a written notice to the Commissioner of Inland Revenue not later than three months after the date of commencement of such employment.
The Company has complied with the Mandatory Provident Fund Schemes as of the date of this annual report. 34 Regulations related to Taxation Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong) Under the Inland Revenue Ordinance (Chapter 112 of the Laws of Hong Kong), where an employer commences to employ in Hong Kong an individual who is or is likely to be chargeable to tax, or any married person, the employer shall give a written notice to the Commissioner of Inland Revenue not later than three months after the date of commencement of such employment.
The Company conducts its operations in Hong Kong through its operating subsidiaries IJL and ITL and management believes it is not subject to the PRC regulations on dividend withholding tax. 32 Regulations on Enterprise Income Tax The Enterprise Income Tax Law and the Implementing Rules impose a uniform 25% enterprise income tax rate to both foreign invested enterprises and domestic enterprises, except where tax incentives are granted to special industries and projects.
The Company conducts its operations in Hong Kong through its operating subsidiaries IJL and ITL and management believes it is not subject to the PRC regulations on dividend withholding tax. 35 Regulations on Enterprise Income Tax The Enterprise Income Tax Law and the Implementing Rules impose a uniform 25% enterprise income tax rate to both foreign invested enterprises and domestic enterprises, except where tax incentives are granted to special industries and projects.
Reclassification of Class A and Class B ordinary Shares On November 25, 2024, pursuant to and in accordance with the provisions of British Virgin Islands laws and the currently effective memorandum and articles of association of Company, the Board of Directors of the Company approved certain corporate actions (the “Corporate Actions”) as described herein at a meeting of the Board of Directors (the “Meeting”).
Reclassification of Class A and Class B Ordinary Shares On November 25, 2024, pursuant to and in accordance with the provisions of British Virgin Islands laws and the then effective memorandum and articles of association of Company, the Board of Directors of the Company approved certain corporate actions (the “Corporate Actions”) as described herein at a meeting of the Board of Directors (the “Meeting”).
Employees As of November 30, 2024, we had 22 employees, all of whom were full-time employees, comprising of 4 management personnel, 5 finance and administrative staff, 4 marketing staff and 9 accounting executive staff. We enter into standard confidentiality and employment agreements with our employees.
Employees As of November 30, 2025, we had 22 employees, all of whom were full-time employees, comprising of 4 management personnel, 5 finance and administrative staff, 4 marketing staff and 9 accounting executive staff. We enter into standard confidentiality and employment agreements with our employees.
See “Recent Regulatory Developments in the PRC” on page 6 of this annual report for more information on the CAC and the Revised Draft. C.
See “Recent Regulatory Developments in the PRC” on page 4 of this annual report for more information on the CAC and the Revised Draft. 37 C.
The number of clients who are listed companies on the HK Stock Exchange increased from 31 companies for the year ended November 30, 2022 to 36 and 41 companies for the year ended November 30, 2023 and 2024, respectively.
The number of clients who are listed companies on the HK Stock Exchange increased from 36 companies for the year ended November 30, 2023 to 41 and 49 companies for the year ended November 30, 2024 and 2025, respectively.
Our top five clients accounted for approximately 30.15%, 39.8% and 42.2% of our revenue for the years ended November 30, 2024, 2023 and 2022, respectively. Sales and Marketing The sales and marketing function is performed by our Financial PR execution team.
Our top five clients accounted for approximately 25.39%, 30.15% and 39.8% of our revenue for the years ended November 30, 2025, 2024 and 2023, respectively. Sales and Marketing The sales and marketing function is performed by our Financial PR execution team.
You can also find information on our website http://www.intelligentjoy.com . Information contained on, or that can be accessed through, our website is not a part of, and shall not be incorporated by reference into, this annual report. Increase in authorized shares and share split IGL was established under the laws of British Virgin Islands on July 5, 2018.
Information contained on, or that can be accessed through, our website is not a part of, and shall not be incorporated by reference into, this annual report. Increase in authorized shares and share split IGL was established under the laws of British Virgin Islands on July 5, 2018.
Since our establishment in 2016, we have been engaged by 174 clients, among which 87 are listing applicants or listed companies on the HK Stock Exchange.
Since our establishment in 2016, we have been engaged by 196 clients, among which 109 are listing applicants or listed companies on the HK Stock Exchange.
The services that we provide during an IPO in Hong Kong includes (i) roadshows: we offer roadshow services including coordinating and managing the overall logistics of investor presentations to ensure that the investor presentations run smoothly; (ii) investor luncheons: we coordinate investor luncheons to disseminate listing information of our IPO clients; (iii) press conference/media briefings: we assist the client in organizing and holding special meetings with investors, and potential investors, financial journalists and analysts to convey positive messages of our clients, an issuer; (iv) listing ceremonies: we assist the client in coordination of the listing ceremony, which involves arranging media interviews at the ceremony, the preparation of congratulation speeches for our clients; (v) site visit/business tours: we assist the client with arranging for site visits for fund managers, securities analysts and reporters; and (vi) congratulatory advertisements: upon our client’s listing, we arrange for congratulatory advertisements to be published on various sources including financial newspapers, online media and various promotional platforms. 28 Salient Terms of Client Contract Scope of services Our client contract sets out the scope of services to be provided by us, with regard at all times to our obligations under relevant laws and regulations.
The services that we provide during an IPO in Hong Kong includes (i) roadshows: we offer roadshow services including coordinating and managing the overall logistics of investor presentations to ensure that the investor presentations run smoothly; (ii) investor luncheons: we coordinate investor luncheons to disseminate listing information of our IPO clients; (iii) press conference/media briefings: we assist the client in organizing and holding special meetings with investors, and potential investors, financial journalists and analysts to convey positive messages of our clients, an issuer; (iv) listing ceremonies: we assist the client in coordination of the listing ceremony, which involves arranging media interviews at the ceremony, the preparation of congratulation speeches for our clients; (v) site visit/business tours: we assist the client with arranging for site visits for fund managers, securities analysts and reporters; and (vi) congratulatory advertisements: upon our client’s listing, we arrange for congratulatory advertisements to be published on various sources including financial newspapers, online media and various promotional platforms.
We grant 30 days credit terms to our clients. Indemnity We generally require our client to indemnify us where we suffer any loss, damage or claims in connection with our representation of the client, unless such loss, damage or claims are caused by our fraud, negligence or willful default.
Indemnity We generally require our client to indemnify us where we suffer any loss, damage or claims in connection with our representation of the client, unless such loss, damage or claims are caused by our fraud, negligence or willful default.
The Company has complied the PDPO as at the date of this annual report. 34 Measures for Cybersecurity Review (PRC) Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.
Measures for Cybersecurity Review (PRC) Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.
Property Plant and Equipment During the years ended November 30, 2022, 2023 and 2024, we leased the following properties to support our business activities and operations: Our principal executive office is located at 1203C, Level 12, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong, consisting of approximately 1,040 square feet gross floor area.
Property Plant and Equipment During the years ended November 30, 2023, 2024 and 2025, we leased the following properties to support our business activities and operations: Our principal executive office is located at 1203C, Level 12, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong, consisting of approximately 1,040 square feet gross floor area. 38 Prior to our current lease, our principal executive office as located at unit 2803, Level 28, Admiralty Centre, Tower 1, 18 Harcourt Road, Admiralty, Hong Kong.
We believe that our current facilities are adequate to meet our needs for the immediate future, and that, should it be needed, suitable additional space will be available on commercially reasonable terms to accommodate any expansion of our operations.
We believe that our current facilities are adequate to meet our needs for the immediate future, and that, should it be needed, suitable additional space will be available on commercially reasonable terms to accommodate any expansion of our operations. Item 4A. Unresolved Staff Comments Not applicable
New local public relations companies may emerge in the marketplace and lead to intense competition within the industry. In addition, large international public relations companies may leverage the advantages of their international background and diversified businesses to compete with our Group by building a presence in Hong Kong or acquiring existing Financial PR companies in Hong Kong.
In addition, large international public relations companies may leverage the advantages of their international background and diversified businesses to compete with our Group by building a presence in Hong Kong or acquiring existing Financial PR companies in Hong Kong.
A copy of the Amended and Restated M&A is attached hereto as Exhibit 1.1. As approved by the Company’s Board of Directors and the Majority Shareholder, the Company, for good and valuable consideration, repurchased 1,500,000 shares of the Majority Shareholder’s Class A Ordinary Shares and issued 1,500,000 Class B Ordinary Shares to the Majority Shareholder.
As approved by the Company’s Board of Directors and the Majority Shareholder, the Company, for good and valuable consideration, repurchased 1,500,000 shares of the Majority Shareholder’s Class A Ordinary Shares and issued 1,500,000 Class B Ordinary Shares to the Majority Shareholder.
An individual who suffers damage, including injured feelings, by reason of a contravention of the PDPO in relation to his or her personal data may seek compensation from the data user concerned.
An individual who suffers damage, including injured feelings, by reason of a contravention of the PDPO in relation to his or her personal data may seek compensation from the data user concerned. The Company has complied the PDPO as at the date of this annual report.
In June 2018, ITL was organized under the laws of Hong Kong to support our provision of Financial PR services. ITL is our operating subsidiary and engaged in technology related operations including maintaining the Company’s website. In July 2018, IGL was incorporated under the BVI Act, as a holding company of our business.
In June 2018, ITL was organized under the laws of Hong Kong to support our provision of Financial PR services. ITL is our operating subsidiary and engaged in technology related operations including maintaining the Company’s website.
Regulations related to Personal Data Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) The Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong), or the PDPO, imposes a statutory duty on data users to comply with the requirements of the six data protection principles (the “Data Protection Principles”) contained in Schedule 1 to the PDPO.
The Company has complied with the UNATMO as at the date of this annual report. 36 Regulations related to Personal Data Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) The Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong), or the PDPO, imposes a statutory duty on data users to comply with the requirements of the six data protection principles (the “Data Protection Principles”) contained in Schedule 1 to the PDPO.
We provide a substantial number of holistic and comprehensive Financial PR services to our clients through IJL, our key operating entity in Hong Kong. We advise our clients on their communications and reputation management efforts.
Business Overview Overview We are a professional services provider in Hong Kong that principally engages in the provision of Financial PR services. We provide a substantial number of holistic and comprehensive Financial PR services to our clients through IJL, our key operating entity in Hong Kong. We advise our clients on their communications and reputation management efforts.
The UNATMO also requires a person to report his knowledge or suspicion of terrorist property to an authorized officer, and failure to make such disclosure constitutes an offence under the UNATMO. The Company has complied with the UNATMO as at the date of this annual report.
The UNATMO also requires a person to report his knowledge or suspicion of terrorist property to an authorized officer, and failure to make such disclosure constitutes an offence under the UNATMO.
We may collaborate with suitable service providers in the U.S., including through strategic alliances and joint ventures, and may establish our offices and recruit suitable talent in the U.S. to better serve our clients and to capture the rising demand. However, at this time we have no intention to acquire any other businesses.
We may collaborate with suitable service providers in the U.S., including through strategic alliances and joint ventures, and may establish our offices and recruit suitable talent in the U.S. to better serve our clients and to capture the rising demand.
The Majority Shareholder, the holder of 9,004,500 ordinary shares of the Company, approved the Corporate Actions, representing 68.61% of the total outstanding shares of the Company). 24 Nasdaq Deficiency On February 20, 2025, we received a letter from the Listing Qualifications staff of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that based on the closing bid price of the Company for the period from January 6, 2025 to February 19, 2025, the Company no longer meets the continued listing requirement of Nasdaq under Nasdaq Listing Rules 5550(a)(2), to maintain a minimum bid price of $1 per share.
Nasdaq Deficiency On February 20, 2025, we received a letter from the Listing Qualifications staff of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that based on the closing bid price of the Company for the period from January 6, 2025 to February 19, 2025, the Company no longer meets the continued listing requirement of Nasdaq under Nasdaq Listing Rules 5550(a)(2), to maintain a minimum bid price of $1 per share.
Our projects generally originate from the networks of our directors, referrals from existing clients or other professional parties and direct approaches by clients due to our market reputation or previous business relationships. We maintain a company website which showcases our completed projects. 29 Seasonality Our operating results and operating cash flows historically have not been subject to seasonal variations.
Our projects generally originate from the networks of our directors, referrals from existing clients or other professional parties and direct approaches by clients due to our market reputation or previous business relationships. We maintain a company website which showcases our completed projects.
We also hold press conferences upon our clients’ request to release news or promote specific matters. With our business relationships with the media, we can communicate with the media to convey our clients’ messages to the public and investors in an effective way. The following are the major services which we provide to our clients: 1.
With our business relationships with the media, we can communicate with the media to convey our clients’ messages to the public and investors in an effective way. The following are the major services which we provide to our clients: 1.
We provide extensive coverage in our media monitoring and promotion services for our clients We provide extensive coverage for our clients in our media monitoring services including news briefings and newspaper clippings gathered from a wide variety media outlets across the Greater Asia region, as well as daily reporting of share trading performance information consolidated from pricing apps of various funds.
We believe our ability to provide comprehensive Financial PR services to our clients not only fulfils their varying needs at different stages, but also fosters our solid long-term relationship with them. 28 We provide extensive coverage in our media monitoring and promotion services for our clients We provide extensive coverage for our clients in our media monitoring services including news briefings and newspaper clippings gathered from a wide variety media outlets across the Greater Asia region, as well as daily reporting of share trading performance information consolidated from pricing apps of various funds.
The Company conducts its operations in Hong Kong through its operating subsidiaries IJL and ITL and management believes it is not subject to the PRC regulations on Enterprise Income Tax. 33 Regulations related to anti-money laundering and counter-terrorist financing Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Chapter 615 of the Laws of Hong Kong) The Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Chapter 615 of the Laws of Hong Kong), or the AMLO, imposes requirements relating to client due diligence and record-keeping and provides regulatory authorities with the powers to supervise compliance with the requirements under the AMLO.
Regulations related to anti-money laundering and counter-terrorist financing Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Chapter 615 of the Laws of Hong Kong) The Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Chapter 615 of the Laws of Hong Kong), or the AMLO, imposes requirements relating to client due diligence and record-keeping and provides regulatory authorities with the powers to supervise compliance with the requirements under the AMLO.
Client responsibilities Our client contract also specifies the client’s responsibilities for assisting us in performing our duties and for meeting our obligations under the relevant laws and regulations. Term Our client contracts are generally for a period ranging from three to twenty four months.
Client responsibilities Our client contract also specifies the client’s responsibilities for assisting us in performing our duties and for meeting our obligations under the relevant laws and regulations.
Enhance our automation and establishment of virtual Financial PR services We plan to enhance the automation of our Financial PR services to increase our operational efficiency and competitiveness.
However, at this time we have no intention to acquire any other businesses. 29 Enhance our automation and establishment of virtual Financial PR services We plan to enhance the automation of our Financial PR services to increase our operational efficiency and competitiveness.
IJL, our key operating entity in Hong Kong, has an insurance policy in compliance with the relevant regulations, and there has not been any employee compensation action against the Company as at the date of this annual report.
IJL, our key operating entity in Hong Kong, has an insurance policy in compliance with the relevant regulations, and there has not been any employee compensation action against the Company as at the date of this annual report. 33 Legal Proceedings As of the date of this annual report, we are not a party to, and we are not aware of any threat of, any legal proceeding that, in the opinion of our management, is likely to have a material adverse effect on our business, financial condition.
As part of our media promotion services, we have also partnered with Key Opinion Leaders in the field of finance from Hong Kong and China on various online platforms to act as effective promoters for our clients. 27 Furthermore, we coordinate shareholders meetings and press conferences of our clients and we also monitor question and answer sessions and media interviews.
We have also established an extensive network of hedge funds and private equity funds, for which we periodically hold private road shows. As part of our media promotion services, we have also partnered with Key Opinion Leaders in the field of finance from Hong Kong and China on various online platforms to act as effective promoters for our clients.
Legal Proceedings As of the date of this annual report, we are not a party to, and we are not aware of any threat of, any legal proceeding that, in the opinion of our management, is likely to have a material adverse effect on our business, financial condition. 30 REGULATIONS Regulations Related to our Business Operations in Hong Kong Hong Kong Regulations Related to Consulting Services Providers Business registration requirement The Business Registration Ordinance (Chapter 310 of the Laws of Hong Kong) requires every person carrying on any business to make an application to the Commissioner of Inland Revenue in the prescribed manner for the registration of that business.
Regulations Related to our Business Operations in Hong Kong Hong Kong Regulations Related to Consulting Services Providers Business registration requirement The Business Registration Ordinance (Chapter 310 of the Laws of Hong Kong) requires every person carrying on any business to make an application to the Commissioner of Inland Revenue in the prescribed manner for the registration of that business.
Together with our senior management team, our professional staff enables us to implement our business strategies, provide quality services to clients, identify and capture business opportunities, maintain relationships with clients and procure new clients. 26 Our Strategies Our principal business objective is to further strengthen our position in the Financial PR services industry in Hong Kong and to replicate our success in Hong Kong in international capital markets, in particular in the US.
Together with our senior management team, our professional staff enables us to implement our business strategies, provide quality services to clients, identify and capture business opportunities, maintain relationships with clients and procure new clients.
Our competitors are local and international public relations companies. Financial PR agencies typically compete for customers and market share on the basis of price, past experience, service varieties and qualities. As the operation of a public relations company does not require substantial capital investment or any professional qualifications, barriers to entry are relatively low for new entrants into this market.
As the operation of a public relations company does not require substantial capital investment or any professional qualifications, barriers to entry are relatively low for new entrants into this market. New local public relations companies may emerge in the marketplace and lead to intense competition within the industry.
Service fee and payment terms Our client contracts specify the terms of our service fee including the payment schedule or a provision that payment is required to be made after issue of an invoice. Our client contract generally state that out-of-pocket expenses incurred by us during the course of provision of our services will be reimbursed by the client.
Term Our client contracts are generally for a period ranging from three to twenty four months. 31 Service fee and payment terms Our client contracts specify the terms of our service fee including the payment schedule or a provision that payment is required to be made after issue of an invoice.
Our principal executive office is located at Unit 1203C, Level 12, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong. Our telephone number is (+852) 3618 8460. Our registered office in the BVI is located at the office of Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.
In July 2018, IGL was incorporated under the BVI Act, as a holding company of our business. 24 Our principal executive office is located at Unit 1203C, Level 12, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong. Our telephone number is (+852) 3618 8460.
Organizational Structure The following diagram illustrates our corporate structure, including our principal subsidiaries, consolidated affiliated entities and subsidiaries of consolidated affiliated entities as of the date of this annual report: The charts below illustrate our corporate structure and identifies our subsidiaries as of the date of this annual report: Subsidiary Name Background Ownership Intelligent Joy Limited — A Hong Kong company 100% owned by IGL — Formed on October 24, 2016 — Provision of Financial PR services Intelligent Tech Limited — A Hong Kong company 100% owned by IGL — Formed on June 16, 2018 — Provision of Financial PR services D.
Organizational Structure The following diagram illustrates our corporate structure, including our principal subsidiaries, consolidated affiliated entities and subsidiaries of consolidated affiliated entities as of the date of this annual report: Subsidiary Name Background Ownership Intelligent Joy Limited — A Hong Kong company — Formed on October 24, 2016 — Provision of Financial PR services 100% owned by IGL Intelligent Tech Limited — A Hong Kong company — Formed on June 16, 2018 — Provision of Financial PR services 100% owned by IGL LQ Capital Limited — A Hong Kong company — Formed on March 2, 2020 — Holder of a money lender’s license 100% owned by IGL Shenzhen Huiyue Technology Limited — A PRC company — Formed on March 30, 2018 — Provision of Financial PR services and support 100% owned by IJL We are a “controlled company” as defined under the Nasdaq Stock Market Rules because, as of the date of this annual report, our Controlling Shareholder owns 25.66% and 100% of our total issued and outstanding Class A Ordinary Shares, Class B Ordinary Shares, respectively, representing approximately 79.14% of the total voting power.
Intellectual Property We believe our rights to our trademark contributes to our brand reputation and competitive advantage. As of the date of this annual report, we have intellectual property consisting of 1 registered trademark. To date, we do not own any patents, copyrights, or license agreements. Competition We face keen competition in the Financial PR industry in Hong Kong.
Seasonality Our operating results and operating cash flows historically have not been subject to seasonal variations. 32 Intellectual Property We believe our rights to our trademark contributes to our brand reputation and competitive advantage. As of the date of this annual report, we have intellectual property consisting of 1 registered trademark.
All shares and per share amounts used elsewhere in this annual report and the consolidated financial statements have been retroactively restated to reflect the reclassification of Class A and Class B ordinary shares. 25 B. Business Overview Overview We are a professional services provider in Hong Kong that principally engages in the provision of Financial PR services.
All shares and per share amounts used elsewhere in this annual report and the consolidated financial statements, where appropriate, have been retroactively restated to reflect the Reverse Share Split.
Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42 nd Street, 18 th Floor New York, NY 10168. SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC on www.sec.gov .
Our registered office in the BVI is located at the office of Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands. Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42 nd Street, 18 th Floor, New York, NY 10168.
We intend to continuously monitor the closing bid price of our Ordinary Shares. Receipt of the Nasdaq Notification has no effect on our business operations. Pursuant to the Board and shareholder resolutions, the Company adopted the following resolutions regarding the Corporate Actions: 1.
The Majority Shareholder, the holder of 9,004,500 ordinary shares of the Company, approved the Corporate Actions, representing 68.61% of the total outstanding shares of the Company). 25 Pursuant to the Board and shareholder resolutions, the Company adopted the following resolutions regarding the Corporate Actions: 1.
If at any time during the Compliance Period, the closing bid price per share of the Company’s Class A ordinary shares is at least $1.00 for a minimum of ten (10) consecutive business days, Nasdaq will provide the Company a written confirmation of compliance and the matter will be closed.
On July 18, 2025, Nasdaq formally notified the Company that the prior bid-price deficiency has been cured. The confirmation followed a 10 consecutive business day period commencing July 3, 2025, and ending July 17, 2025, during which the closing bid price of INTJ’s Class A ordinary shares remained at or above US$1.00 per share.
Removed
Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of one hundred eighty (180) calendar days, or until August 19, 2025 (the “Compliance Period”), to regain compliance with Nasdaq’s minimum bid price requirement.
Added
SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC on www.sec.gov . You can also find information on our website http://www.intelligentjoy.com .
Removed
In the event that the Company does not regain compliance in the compliance period, the Company may be eligible for an additional 180 calendar days, should the Company meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and is able to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary.
Added
Consequently, Nasdaq considers the matter closed and the Company’s listing fully compliant with Rule 5550(a)(2).
Removed
We believe our ability to provide comprehensive Financial PR services to our clients not only fulfils their varying needs at different stages, but also fosters our solid long-term relationship with them.
Added
On September 23, 2025, we received another letter from Nasdaq notifying the Company that based on the closing bid price of the Company for the period from August 11, 2025 to September 22, 2025, the Company no longer meets the continued listing requirement of Nasdaq under Nasdaq Listing Rules 5550(a)(2), to maintain a minimum bid price of $1 per share.
Removed
We have also established an extensive network of hedge funds and private equity funds, for which we periodically hold private road shows.
Added
On March 3, 2026, Nasdaq formally notified the Company that the prior bid-price deficiency has been cured. The confirmation followed a 10 consecutive business day period commencing February 17, 2026, and ending March 2, 2026, during which the closing bid price of INTJ’s Class A Ordinary Shares remained at or above US$1.00 per share.
Removed
Prior to our current lease, our principal executive office as located at unit 2803, Level 28, Admiralty Centre, Tower 1, 18 Harcourt Road, Admiralty, Hong Kong.
Added
Consequently, Nasdaq considers the matter closed and the Company’s listing fully compliant with Rule 5550(a)(2).
Added
Adoption of 2025 Stock Incentive Plan On June 12, 2025, the board of directors of the Company approved the adoption of the 2025 Stock Incentive Plan, to attract and retain the best available personnel, to provide additional incentives to employees, directors and consultants and to promote the success of the Company’s business.
Added
The maximum aggregate number of Class A ordinary shares issuable pursuant to the 2025 Stock Incentive Plan is 2,625,000.
Added
As of the date of this annual report, all such share awards have been granted and vested. 26 PIPE On June 17, 2025, we entered into a securities purchase agreement with certain investors, pursuant to which the investors agreed to subscribe, and we agreed to issue and sell an aggregate of 15,000,000 Class A ordinary shares, each with a par value of US$0.00001, through a private investment in public equity (“PIPE”) transaction, at a price of US$0.2615 per Class A ordinary share.
Added
Concurrently with the signing of the said securities purchase agreement, we also entered into a registration rights agreement with the investors, pursuant to which we agree to provide certain registration rights with respect to the shares issued and sold. The PIPE transaction was consummated on July 14, 2025.
Added
The Company issued an aggregate of 15,000,000 Class A ordinary shares to the investors. Following this placement, the Company’s total outstanding shares stand at 28,125,000 ordinary Shares, comprising of 26,625,000 Class A ordinary Shares and 1,500,000 Class B ordinary Shares.
Added
Acquisition of LQ Capital Limited On August 7, 2025, we completed acquisition from our controlling shareholder its entire equity interest in LQ Capital Limited (“LQ Capital”) for total consideration of approximately HK$130,000. LQ Capital holds a money lender’s license issued by the Hong Kong Special Administrative Region. LQ Capital Limited currently is a wholly-owned subsidiary of the Company.
Added
The acquisition is expected to leverage the capital strength and diversified financing channels of the Company to expand LQ Capital’s credit capacity and enhance its lending capabilities. The acquisition has been approved by the Company’s board of directors and audit committee.
Added
Acquisition of Shenzhen Huiyue Technology Limited On August 21, 2025, we completed acquisition a 40% equity stake from the controlling shareholder and a 60% equity stake from a third party in Shenzhen Huiyue Technology Limited, for a total consideration of HK$1.
Added
This acquisition aims to strengthen our mainland China team and expand local business opportunities, leveraging the current strong momentum in the Hong Kong IPO market. The acquisition has been approved by the Company’s board of directors and audit committee.
Added
Reverse Share Split On January 15, 2026, the Board of Directors of the Company approved a share stock split of all the Company’s issued and unissued shares at an exchange ratio of one (1) share for twenty (20) shares (“Reverse Share Split”).
Added
The Reverse Share Split took effect on February 17, 2026 and the Company’s Class A Ordinary Shares began trading on the Nasdaq on a split-adjusted basis at the opening of market on February 17, 2026.
Added
Following the Reverse Share Split, the Company is authorized to issue a maximum of 25,000,000 shares each with a par value of US$0.0002 divided into (i) 22,500,000 Class A Ordinary Shares each with a par value of US$0.0002 and (ii) 2,500,000 Class B Ordinary Shares each with a par value of US$0.0002. 27 Increase of Authorized Share Capital and Creation of Class C Ordinary Shares On March 31, 2026, we held an extraordinary general meeting of shareholders (the “EGM”).
Added
The shareholders passed and approved as resolutions of members that: 1. the Company’s maximum number of authorized shares be increased and a new class C Ordinary Shares each with a par value of US$0.0002 and five hundred (500) votes per share at a meeting of the members of the Company be created such that the Company will be authorized to issue a maximum of 10,000,000,000 shares each with a par value of US$0.0002 divided into (i) 9,800,000,000 Class A Ordinary Shares each with a par value of US$0.0002, (ii) 190,000,000 Class B Ordinary Shares each with a par value of US$0.0002 and (iii) 10,000,000 Class C Ordinary Shares each with a par value of US$0.0002. 2. the current memorandum and articles of association of the Company be amended and restated by the adoption of the amended and restated memorandum and articles of association, and the amended and restated memorandum and articles of association be adopted as the new memorandum and articles of association of the Company, in substitution for the current memorandum and articles of association, to set out the rights and restrictions of the newly created class C Ordinary Shares.
Added
The amended and restated memorandum and articles of association, together with the creation of Class C ordinary shares, will take effect upon completion of the BVI filing, which is currently in process as of the date of this Report. B.
Added
Our Strategies Our principal business objective is to further strengthen our position in the Financial PR services industry in Hong Kong and to replicate our success in Hong Kong in international capital markets, in particular in the US.
Added
Furthermore, we coordinate shareholders meetings and press conferences of our clients and we also monitor question and answer sessions and media interviews. We also hold press conferences upon our clients’ request to release news or promote specific matters.
Added
Salient Terms of Client Contract Scope of services Our client contract sets out the scope of services to be provided by us, with regard at all times to our obligations under relevant laws and regulations.
Added
Our client contract generally state that out-of-pocket expenses incurred by us during the course of provision of our services will be reimbursed by the client. We grant 30 days credit terms to our clients.
Added
To date, we do not own any patents, copyrights, or license agreements. Competition We face keen competition in the Financial PR industry in Hong Kong. Our competitors are local and international public relations companies. Financial PR agencies typically compete for customers and market share on the basis of price, past experience, service varieties and qualities.
Added
The Company conducts its operations in Hong Kong through its operating subsidiaries IJL and ITL and management believes it is not subject to the PRC regulations on Enterprise Income Tax.
Added
Our Controlling Shareholder will have the ability to control the outcome of certain matters submitted to shareholders for approval through her controlling ownership of the company, such as the election of directors, amendments to our organizational documents and any merger, consolidation, sale of all or substantially all of our assets or other major corporate transactions. D.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

59 edited+52 added−53 removed20 unchanged
Intensified competition may cause us to reduce our service fees in order to compete with other market players, which could place significant pressure on our ability to maintain profitability and is particularly acute during market will in turn materially and adversely affect our market share, financial condition and results of operations.
Intensified competition may cause us to reduce our service fees in order to compete with other market players, which could place significant pressure on our ability to maintain profitability and is particularly acute during market slowdowns, and will in turn materially and adversely affect our market share, financial condition and results of operations.
RESULTS OF OPERATIONS The following table sets forth a summary of our consolidated statements of operations for the years ended November 30, 2022, 2023 and 2024.
RESULTS OF OPERATIONS The following table sets forth a summary of our consolidated statements of operations for the years ended November 30, 2025, 2024 and 2023.
Accounts receivable Accounts receivable mainly represent amounts due from clients for Financial PR services which are recorded net of allowance for the Group’s doubtful accounts. The Group grants 30 days credit terms to the clients.
Accounts receivable Accounts receivable mainly represent amounts due from clients for Financial PR services and are recorded net of allowance for the Group’s doubtful accounts. The Group generally grants credit terms of 30 days to its clients.
The net other income increased by HK$952,055, or 166%, from HK$574,127 for the year ended November 30, 2023 to HK$1,526,182 (US$196,155) for the year ended November 30, 2024, mainly due to the increase in bank interest income arising from the fixed term deposit during the year ended November 30, 2024. Our financial expense mainly represents interest expenses on bank borrowings.
Net other income increased by HK$952,055, or 166%, from HK$574,127 for the year ended November 30, 2023 to HK$1,526,182 (US$196,155) for the year ended November 30, 2024, mainly due to the increase in bank interest income arising from the fixed term deposit during the year ended November 30, 2024.
For the year ended November 30, 2023, we had net cash provided by financing activities of HK$7,082,765, primarily consisting of the HK$6,358,430 funds from director, HK$1,177,928 funds from related parties and the repayment of bank loan of HK$453,593.
For the year ended November 30, 2023, we had net cash provided by financing activities of HK$7,082,765, primarily consisting of funds from directors of HK$6,358,430, funds from related parties of HK$1,177,928, partially offset by repayment of bank borrowings of HK$453,593.
For the year ended November 30, 2024, we had net cash provided by financing activities of HK$48,580,126, primarily consisting of HK$49,040,843 funds from issuance of ordinary shares and the repayment of bank loan of HK$460,717.
For the year ended November 30, 2024, we had net cash provided by financing activities of HK$48,580,126, primarily consisting of proceeds from issuance of ordinary shares of HK$49,040,843, partially offset by repayment of bank borrowings of HK$460,717.
Our staff costs amounted to HK$5,767,541 (US$741,282), HK$3,160,163, and HK$2,096,145 for the years ended November 30, 2024, 2023 and 2022, respectively. Our staff costs consist primarily of salaries, bonuses and mandatory provident fund contribution. Any upward changes in our staff costs that are not in proportion to an increase in our revenues would impact our results of operations negatively.
Our staff costs amounted to HK$3,387,808 (US$435,060), HK$5,767,541 and HK$3,160,163 for the years ended November 30, 2025, 2024 and 2023, respectively. Our staff costs consist primarily of salaries, bonuses and mandatory provident fund contribution. Any upward changes in our staff costs that are not in proportion to an increase in our revenues would impact our results of operations negatively.
Our critical accounting policies and practices include the following: (i) revenue recognition. See Note 2 — Summary of Significant Accounting Policies to our consolidated financial statements for the disclosure of these accounting policies. We believe the following accounting estimates involve the most significant judgments used in the preparation of our consolidated financial statements.
See Note 2 — Summary of Significant Accounting Policies to our consolidated financial statements for the disclosure of these accounting policies. We believe the following accounting estimates involve the most significant judgments used in the preparation of our consolidated financial statements.
During the year ended November 30, 2024, HK$3,890,793 of accounts receivable were recorded provision for allowance for credit loss of accounts receivables, HK$982,061 of accounts receivable have been written off, due to lower recovery possibility; and during the year ended November 30, 2023, HK$2,154,945 of accounts receivable made as allowance of doubtful debts, due to lower recovery possibility.
During the year ended November 30, 2024, HK$3,890,793 of accounts receivable were provided for as allowance for doubtful debts and HK$982,061 of accounts receivable were written off due to lower recovery possibility; and during the year ended November 30, 2023, HK$2,154,945 of accounts receivable were provided for as allowance for doubtful debts due to lower recovery possibility.
Adjustments for non-cash items consisted of (i) depreciation charge of HK$6,421; (ii) amortization of right-of-use assets of HK$828,723; (iii) interest on lease liabilities of HK$23,531; (iv) provision for doubtful accounts HK$4,872,854, due to receivable aging greater than a year being considered as less possibility to recovery; and (v) change in deferred income tax HK$804,021.
Adjustments for non-cash items consisted of: (i) depreciation charge of HK$6,421; (ii) amortization of right-of-use assets of HK$828,723; (iii) interest on lease liabilities of HK$23,531; (iv) provision for doubtful accounts of HK$4,872,854, due to receivable aging being assessed as having a lower recovery probability; and (v) deferred income tax credit of HK$804,021.
For the year ended November 30, 2023, we had HK$6,560 cash provided by investing activities, which primarily consisting of the purchase of equipment of HK$31,377 and director repayment of HK$37,938. For the year ended November 30, 2024, we had net cash used in investing activities of HK$9,093,124, which primarily consisting of an amount advanced to a director of HK$9,093,124.
For the year ended November 30, 2024, we had net cash used in investing activities of HK$9,093,124, primarily consisting of amounts advanced to a director. For the year ended November 30, 2023, we had net cash provided by investing activities of HK$6,560, primarily consisting of repayment from a director of HK$37,938, partially offset by purchases of equipment of HK$31,377.
See the risk factor “A severe or prolonged downturn in the global economy, whether caused by economic or political instability, could materially and adversely affect our business and results of operations.” for more details.
The extent and duration of these effects remain uncertain and difficult to predict. See the risk factor “A severe or prolonged downturn in the global economy, whether caused by economic or political instability, could materially and adversely affect our business and results of operations.” for more details.
Some of our accounting policies require a higher degree of judgment than others in their application. 47 When reading our consolidated financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions.
When reading our consolidated financial statements, you should consider our selection of critical accounting policies, the judgment and other uncertainties affecting the application of such policies and the sensitivity of reported results to changes in conditions and assumptions. Our critical accounting policies and practices include the following: (i) revenue recognition.
Adjustments for non-cash items consisted of (i) depreciation charge of HK$171,527; (ii) amortization of right-of-use assets of HK$727,315; (iii) deferred offering costs of HK$628,100 for recognizing the listing expenses paid to the previous underwriter; and (iv) interest on lease liabilities of HK$35,832, (v) provision for doubtful accounts HK$2,154,945, due to receivable aging greater than a year being considered as less possibility to recovery (vi) change in deferred income tax HK$355,566.
Adjustments for non-cash items consisted of: (i) depreciation charge of HK$171,527; (ii) amortization of right-of-use assets of HK$727,315; (iii) deferred offering costs of HK$628,100; (iv) interest on lease liabilities of HK$35,832; (v) provision for doubtful accounts of HK$2,154,945; and (vi) deferred income tax expense of HK$355,566.
Referral fee amounted to HK$290,000 for the year ended November 30, 2023. The referral fee decreased by HK$170,000, or 59%, to HK$ 120,000 (US$ 15,423) for the year ended November 30, 2024, mainly due to decrease in business activities.
Referral fees decreased by HK$170,000, or approximately 59%, from HK$290,000 for the year ended November 30, 2023 to HK$120,000 for the year ended November 30, 2024, primarily due to a decrease in business activities during the year. Advertisement expense.
The amount of contract liability will be recognized as revenue when our performance obligation is satisfied; and (ii) an increase in taxes payable of HK$880,075. 45 For the year ended November 30, 2024, we had net cash used in operating activities of HK$1,247,966, mainly arising from net loss of HK$425,709 as adjusted for non-cash items and changes in operating assets and liabilities.
For the year ended November 30, 2024, we had net cash used in operating activities of HK$1,247,966, mainly arising from net loss of HK$425,709 as adjusted for non-cash items and changes in operating assets and liabilities.
Our Financial PR services revenue decreased by HK$ 4,995,701 or 32%, from HK$15,427,899 for the year ended November 30, 2023 to HK$10,432,198 (US$1,340,813) for the year ended November 30, 2024, due to some clients adjusting their strategic positioning and canceling their plans to go public in Hong Kong and overseas, and thus the Company is no longer required to provide them with ongoing financial PR services.
Financial PR services revenue decreased by HK$4,995,701, or approximately 32%, from HK$15,427,899 for the year ended November 30, 2023 to HK$10,432,198 for the year ended November 30, 2024, primarily due to certain clients adjusting their strategic positioning and cancelling or postponing their plans to pursue initial public offerings in Hong Kong and overseas.
Our one-off PR service revenue insignificantly decreased by HK$140,032 or 5.6%, from HK$2,503,764 for the year ended November 30, 2023 to HK$2,363,732 (US$303,802) for the year ended November 30, 2024. Direct cost of revenues Direct cost of revenues included employee compensation, related employee benefits and director’s remuneration.
One-off PR services revenue amounted to HK$2,503,764 for the year ended November 30, 2023, HK$2,363,732 for the year ended November 30, 2024, and HK$2,143,610 (US$275,281) for the year ended November 30, 2025. 41 Direct cost of revenues Direct cost of revenues included employee compensation, related employee benefits and director’s remuneration.
Our administrative expenses increased by HK$1,550,077, or 22%, from HK$7,073,360 for the year ended November 30, 2022 to HK$8,623,437 for the year ended November 30, 2023; and increased by HK$5,251,719, or 61%, to HK$13,875,156 (US$1,783,324) for the year ended November 30, 2024, mainly due to increase in provision of doubtful accounts. Staff Costs.
Administrative expenses increased by HK$5,251,719, or approximately 61%, from HK$8,623,437 for the year ended November 30, 2023 to HK$13,875,156 for the year ended November 30, 2024, mainly due to a substantial increase in provision for doubtful accounts, higher staff costs and professional and consultancy fees. Share-Based Compensation Expense.
Our selling expenses are HK$957,546, HK$3,276,562 and HK$967,473 (US$124,346) for the years ended November 30, 2022, 2023 and 2024, respectively. Entertainment expense.
Our total selling expenses amounted to HK$1,590,959 (US$204,310), HK$967,473, and HK$3,276,562 for the years ended November 30, 2025, 2024 and 2023, respectively. Entertainment expense.
Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates.
Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application.
Our cash outflow used in operating activities was principally for payment of staff costs and operating expenses. For the year ended November 30, 2022, we had net cash generated from operating activities of HK$7,066,941, mainly arising from net income of HK$3,479,011 as adjusted for non-cash items and changes in operating assets and liabilities.
Our cash outflows used in operating activities were principally for payment of staff costs and operating expenses. For the year ended November 30, 2025, we had net cash used in operating activities of HK$178,028 (US$22,862), mainly arising from net loss of HK$18,175,575 as adjusted for non-cash items and changes in operating assets and liabilities.
For normal Financial PR services, the Group generally receives (i) fixed service fees in respect of our provision of Financial PR services, which are payable in stages; and (ii) periodic (monthly, quarterly or semi-annually) fixed services fees in respect of our provision of retainer services to clients. 38 For the years ended November 30, 2022, 2023, and 2024, Financial PR services revenue constitutes a significant source of our revenues, which representing 92%, 75%, and 51% of our total revenues, respectively.
The revenue is recognized ratably over the service period. For normal Financial PR services, the Group generally receives (i) fixed service fees in respect of our provision of Financial PR services, which are payable in stages; and (ii) periodic (monthly, quarterly or semi-annually) fixed services fees in respect of our provision of retainer services to clients.
The following table sets forth a summary of our cash flows information for the years indicated: For the Years Ended November 30, 2022 2023 2024 HK$ HK$ HK$ US$ Net cash provided by (used in) operating activities 7,066,941 2,728,981 (1,247,966 ) (160,396 ) Net cash (used in) provided by investing activities (50,067 ) 6,560 (9,093,124 ) (1,168,707 ) Net cash (used in) provided by financing activities (4,547,805 ) 7,082,765 48,580,126 6,243,831 NET CHANGE IN CASH AND CASH EQUIVALENTS 2,469,069 9,818,306 38,239,036 4,914,728 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 13,009,436 15,478,505 25,296,811 3,251,309 CASH AND CASH EQUIVALENTS AT END OF YEAR 15,478,505 25,296,811 63,535,847 8,166,037 Operating activities Our cash inflows from operating activities were principally from the receipt of revenue.
The following table sets forth a summary of our cash flows information for the years indicated: For the Years Ended November 30, 2023 2024 2025 HK$ HK$ HK$ US$ Net cash provided by (used in) operating activities 2,728,981 (1,247,966 ) (178,028 ) (22,862 ) Net cash provided by (used in) investing activities 6,560 (9,093,124 ) (20,548,102 ) (2,638,770 ) Net cash provided by financing activities 7,082,765 48,580,126 24,653,005 3,165,918 EFFECT OF EXCHANGE RATE CHANGES — — 5,501 706 NET CHANGE IN CASH AND CASH EQUIVALENTS 9,818,306 38,239,036 3,932,376 504,992 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 15,478,505 25,296,811 63,535,847 8,159,220 CASH AND CASH EQUIVALENTS AT END OF YEAR 25,296,811 63,535,847 67,468,223 8,664,212 Operating activities Our cash inflows from operating activities were principally from the receipt of revenue.
Our professional and consultancy fee increased by HK$1,157,815, or 44%, from HK$2,628,447 for the year ended November 30, 2023 to HK$3,786,262 (US$486,635) for the year ended November 30, 2024, mainly due to the increase in consultancy fee and audit fee in relation to our daily operation. Rent and rates.
Professional and consultancy fees increased by HK$1,157,815, or approximately 44%, from HK$2,628,447 for the year ended November 30, 2023 to HK$3,786,262 for the year ended November 30, 2024, mainly attributable to higher audit fees and consultancy expenses incurred in connection with daily operations. Provision for doubtful accounts.
The following table sets forth the breakdown of the balances due from related parties as of the dates indicated: Relationship As of November 30, with the Group 2022 2023 2024 2024 HK$ HK$ HK$ US$ Ms. Wai Lau Ms.
The Group is not anticipated to have any material capital expenditure in the next 12 months. 49 RELATED PARTY TRANSACTIONS AND BALANCES The following table sets forth the breakdown of the balances due from related parties as of the dates indicated: As of November 30, Relationship with the Group 2024 2025 2025 HK$ HK$ US$ Ms. Wai Lau Ms.
Our Project-based financial PR services revenue increased by HK$4,883,105 or 187%, from HK$2,607,555 for the year ended November 30, 2023 to HK$7,490,660 (US$ 962,748) for the year ended November 30, 2024, mainly due to increase in roadshow services, exhibition services and listing ceremonies provided for clients who are seeking listing on the HK Stock Exchange. One-off Financial PR services .
Project-based Financial PR services revenue increased by HK$4,883,105, or approximately 187%, from HK$2,607,555 for the year ended November 30, 2023 to HK$7,490,660 for the year ended November 30, 2024.
Changes in operating assets and liabilities mainly included: (i) an increase in accounts receivable of HK$1,810,476 as we gained numerous new customers and slight delay in settlement from our customers; (ii) an decrease in contract liabilities of HK$1,391,183 mainly due to the amount of advance from customers is recognized as revenue during the year when our performance obligation is satisfied; (iii) decrease in operating lease liabilities of HK$887,040 for our Hong Kong office; (iv) a decrease in taxes payable of HK$785,991; and (v) an increase in prepayments and other receivables of HK$2,000,364 mainly due to the prepayment of a consultancy fee to an external third party; partially offset by an increase in accruals and other payables of HK$1,125,289 mainly due to provision for audit fees and receive an listing ceremony deposit from a client and will be repaid to the client after completion of listing ceremony.
Changes in operating assets and liabilities mainly included: (i) an increase in accounts receivable of HK$1,810,476; (ii) an increase in prepayments and other receivables of HK$2,000,364, mainly due to prepayment of consultancy fees to external third parties; (iii) a decrease in contract liabilities of HK$1,391,183 as advance payments from customers were recognized as revenue; (iv) a decrease in operating lease liabilities of HK$887,040; and (v) a decrease in taxes payable of HK$785,991; partially offset by an increase in accruals and other payables of HK$1,125,289, mainly due to provisions for audit fees and listing ceremony deposits received from customers. 48 For the year ended November 30, 2023, we had net cash generated from operating activities of HK$2,728,981, mainly arising from net income of HK$4,068,979 as adjusted for non-cash items and changes in operating assets and liabilities.
For the Years Ended November 30, 2022 2023 2024 HK$ HK$ HK$ US$ REVENUE 14,331,576 20,539,218 20,286,590 2,607,363 Operating expenses Direct cost of revenues 2,492,304 4,505,483 7,970,194 1,024,381 Selling expenses 957,546 3,276,562 967,473 124,346 General and administrative expenses 7,073,360 8,623,437 13,875,156 1,783,324 Income (loss) from operation 3,808,366 4,133,736 (2,526,233 ) (324,688 ) Financial expense (97,167 ) (108,259 ) (101,711 ) (13,073 ) Other income, net 280,241 574,127 1,526,182 196,155 INCOME ( Loss ) BEFORE INCOME TAXES 3,991,440 4,599,604 (1,101,762 ) (141,606 ) Income tax expenses (benefits) 512,429 530,625 676,053 86,891 NET INCOME (LOSS) 3,479,011 4,068,979 (425,709 ) (54,715 ) Comparison of Years Ended November 30, 2022, 2023, and 2024 Revenue For the Years Ended November 30, 2022 2023 2024 HK$ % HK$ % HK$ US$ % Revenues: Financial PR Services 13,248,243 92 15,427,899 75 10,432,198 1,340,813 51 Project-based PR Services 1,083,333 8 2,607,555 13 7,490,660 962,748 37 One-off Financial PR Services — — 2,503,764 12 2,363,732 303,802 12 Total Revenue 14,331,576 100 20,539,218 100 20,286,590 2,607,363 100 Financial PR services include regular media press posting, shareholder list and investor relationship maintains, press conference and annual shareholder meeting holding.
For the Years Ended November 30, 2023 2024 2025 HK$ HK$ HK$ US$ REVENUE 20,539,218 20,286,590 18,481,149 2,373,334 Operating expenses Direct cost of revenues 4,505,483 7,970,194 6,688,156 858,887 Selling expenses 3,276,562 967,473 1,590,959 204,310 General and administrative expenses 8,623,437 13,875,156 30,198,088 3,878,013 Income (loss) from operation 4,133,736 (2,526,233 ) (19,996,053 ) (2,567,876 ) Financial expense (108,259 ) (101,711 ) (70,929 ) (9,109 ) Other income, nets 574,127 1,526,182 1,381,817 177,452 INCOME (LOSS) BEFORE INCOME TAXES 4,599,604 (1,101,762 ) (18,685,165 ) (2,399,533 ) Income tax expenses(benefits) 530,625 (676,053 ) (509,590 ) (65,441 ) NET INCOME (LOSS) 4,068,979 (425,709 ) (18,175,575 ) (2,334,092 ) Comparison of Years Ended November 30, 2025, 2024 and 2023 40 Revenue For the Years Ended November 30, 2023 2024 2025 HK$ % HK$ % HK$ US$ % Revenues: Financial PR Services 15,427,899 75 10,432,198 51 10,543,318 1,353,964 57 Project-based PR Services 2,607,555 13 7,490,660 37 5,794,221 744,089 31 One-off PR Services 2,503,764 12 2,363,732 12 2,143,610 275,281 12 Total Revenues 20,539,218 100 20,286,590 100 18,481,149 2,373,334 100 Financial PR services include regular media press posting, shareholder list and investor relationship maintains, press conference and annual shareholder meeting holding.
The frequency of business travel and business entertainment are increased. The entertainment expense decreased by HK$1,894,805, or 71%, from HK$2,680,360 for the year ended November 30, 2023 to HK$785,555 (US$100,965) for the year ended November 30, 2024, mainly due to the decrease in capital market activities. Advertisement expense.
The entertainment expense decreased by HK$1,894,805, or approximately 71%, from HK$2,680,360 for the year ended November 30, 2023 to HK$785,555 for the year ended November 30, 2024, primarily attributable to a lower level of capital market activities and reduced client-related entertainment activities during the year. Referral fee.
As a result, revenue from this business line has declined compared to last year. Project-based Financial PR services . We generally receive payment of the total pre-agreed or pre-endorsed fee in full before the Group performs the relevant project-based Financial PR services.
The increase was primarily attributable to a stabilization in demand for ongoing Financial PR services and continued contributions from existing clients during the year. Project-based Financial PR services . We generally receive payment of the total pre-agreed or pre-endorsed fee in full before the Group performs the relevant project-based Financial PR services.
Our staff costs increased by HK$1,815,907, or 121%, from HK$1,506,800 for the year ended November 30, 2023 to HK$3,322,707 (US$427,056) for the year ended November 30, 2024, mainly due to the appointment of independent executive directors during this period, and employed more staff to maintain the business operation. IT expenses.
Staff costs increased significantly by HK$1,815,907, or approximately 121%, from HK$1,506,800 for the year ended November 30, 2023 to HK$3,322,707 for the year ended November 30, 2024, primarily due to the appointment of independent executive directors and an increase in headcount to support daily operations. 43 Professional fee and consultancy fee.
Administrative expenses The following table set forth the breakdown of our administrative expenses for the years indicated: For the Years Ended November 30, 2022 2023 2024 HK$ HK$ HK$ US$ Staff costs 1,035,572 1,506,800 3,322,707 427,056 IT expenses 154,141 66,923 29,065 3,736 Professional and consultancy fee 3,442,002 2,628,447 3,786,262 486,635 Rent and rates 494,500 772,529 869,720 111,782 Depreciation 411,742 171,527 6,421 825 Office expenses 413,251 1,059,942 245,772 31,588 Provision for doubtful accounts 540,000 2,154,945 4,872,854 626,291 Insurance 41,540 41,540 450,719 57,929 Others 540,612 220,784 291,636 37,482 Total Administrative expense 7,073,360 8,623,437 13,875,156 1,783,324 40 Our administrative expenses mainly represented staff costs, IT expenses, professional and consultancy fee, rent and rates, depreciation, office expenses, provision for doubtful accounts, insurance and others.
Administrative expenses The following table sets forth the breakdown of our administrative expenses for the years indicated: For the Years Ended November 30, 2023 2024 2025 HK$ HK$ HK$ US$ Staff costs 1,506,800 3,322,707 3,387,808 435,060 IT expenses 66,923 29,065 3,890 500 Professional and consultancy fee 2,628,447 3,786,262 3,334,221 428,178 Rent and rates 772,529 869,720 936,161 120,221 Depreciation 171,527 6,421 8,701 1,117 Office expenses 1,059,942 245,772 81,429 10,457 Provision for doubtful accounts 2,154,945 4,872,854 1,200,187 154,127 Insurance 41,540 450,719 443,076 56,899 Share base compensation expense — — 18,706,734 2,402,303 Others 220,784 291,636 2,095,881 269,151 Total Administrative expense 8,623,437 13,875,156 30,198,088 3,878,013 Our administrative expenses mainly consisted of staff costs, IT expenses, professional and consultancy fees, rent and rates, depreciation, office expenses, provision for doubtful accounts, share-based compensation expense and other administrative expenses.
We have historically financed our operations primarily through our cash flow generated from our operations.
CASH FLOWS Our use of cash primarily related to investing activities, net proceeds from issuance of ordinary shares. We have historically financed our operations primarily through our cash flow generated from our operations.
Changes in operating assets and liabilities mainly included: (i) an increase in accounts receivable of HK$4,889,609 as we gained numerous new customers and slight delay in settlement from our customers and few PRC registered clients faced the restrictions on outbound international remittance; (ii) an decrease in accruals and other payables of HK$139,705 mainly due to settlements of accrual reimbursements; (iii) an increase in prepayments and other receivables of HK$148,330; and (iv) decrease in operating lease liabilities of HK$757,329 for our Hong Kong office; partially offset by (i) an increase in contract liabilities of HK$352,747 mainly due to increase in number of customers we serve, and new corporate clients generally paid the services fee in advanced according to contract terms.
Changes in operating assets and liabilities mainly included: (i) an increase in accounts receivable of HK$4,889,609, due to business expansion, slight settlement delays and outbound remittance restrictions faced by certain PRC customers; (ii) an increase in prepayments and other receivables of HK$148,330; and (iii) a decrease in operating lease liabilities of HK$757,329; partially offset by an increase in contract liabilities of HK$352,747 and an increase in taxes payable of HK$880,075.
The One-off PR services mainly include writing press release; arrange media interview; re-post business articles. Service revenue is recognized at the point in time when the service is transferred to the customer.
Revenue from One-off PR services is recognized at a point in time when the related services are transferred to the customer.
We grant 30 days of credit terms to our clients. We issue an invoice to our clients upon achievement of milestone specified in our service agreement or upon completion of the transaction. Our accounts receivable, net balance decreased by HK$3,062,378, or 56% from HK$5,420,540 as of November 30, 2023 to HK$2,358,162 (US$303,086) as of November 30, 2024.
We generally grant 30 days of credit terms to our clients and issue invoices upon the achievement of milestones specified in the service agreements or upon completion of the relevant transactions. Our accounts receivable balance increased by HK$12,275, or approximately 0.52%, from HK$2,358,162 as of November 30, 2024 to HK$2,370,437 (US$304,410) as of November 30, 2025.
The direct cost of revenues also included media and promotion services we provided for our clients. Our direct cost of revenues increased by HK$2,013,179, or 81%, from HK$2,492,304 for the year ended November 30, 2022 to HK$4,505,483 for the year ended November 30, 2023. Such increase was mainly due to the increase in staff costs and employee compensation.
Direct cost of revenues increased by HK$3,464,711, or 76.90%, from HK$4,505,483 for the year ended November 30, 2023 to HK$7,970,194 for the year ended November 30, 2024, mainly due to the increase in staff costs, employee compensation and supplier procurement costs for various activities undertaken.
The amount due to Shenzhen Huiyue Technology Co., Ltd of HK$1,177,929 as of November 30, 2023 has been settled in December 2023. OFF-BALANCE SHEET ARRANGEMENTS The Company has no off-balance sheet arrangements, including arrangements that would affect its liquidity, capital resources, market risk support, and credit risk support or other benefits.
OFF-BALANCE SHEET ARRANGEMENTS The Company has no off-balance sheet arrangements, including arrangements that would affect its liquidity, capital resources, market risk support, and credit risk support or other benefits. C. Research and development, patents and licenses, etc.
Direct cost of revenues increased by HK$3,464,711, or 77%, from HK$4,505,483 for the year ended November 30, 2023 to HK$7,970,194 (US$1,024,381) for the year ended November 30, 2024, mainly due to the increase in staff costs, employee compensation and supplier procurement costs for various activities undertaken. 39 Selling expenses The following table set forth the breakdown of our selling expenses for the years indicated: For the Year Ended November 30, 2022 2023 2024 HK$ HK$ HK$ US$ Entertainment expense 354,652 2,680,360 785,555 100,965 Advertisement expense 28,374 80,785 — — Referral fee 235,122 290,000 120,000 15,423 Others 339,398 225,417 61,918 7,958 Total Selling expenses 957,546 3,276,562 967,473 124,346 Our selling expenses mainly represented entertainment expense, advertisement expense, referral fees and others.
Selling expenses The following table sets forth the breakdown of our selling expenses for the years indicated: For the Year Ended November 30, 2023 2024 2025 HK$ HK$ HK$ US$ Entertainment expense 2,680,360 785,555 1,356,478 174,198 Referral fee 290,000 120,000 219,239 28,154 Advertisement expense 80,785 — 15,242 1,957 Others 225,417 61,918 — — Total Selling expenses 3,276,562 967,473 1,590,959 204,310 Our selling expenses mainly consisted of entertainment expenses, referral fees, advertisement expenses and other selling-related expenses.
Our effective tax rate increased by 49.9% from 11.5% to 61.4%, for the years ended November 30, 2023 and 2024, mainly due to the deferred tax assets recognized in relation to the provision for doubtful debts during the year. 42 LIQUIDITY AND CAPITAL RESOURCES The following table set forth our current assets and current liabilities as of the dates indicated: As of November 30, 2023 2024 2024 HK$ HK$ US$ Current assets Cash and cash equivalents 25,296,811 63,535,847 8,166,037 Accounts receivable, net 5,420,540 2,358,162 303,086 Prepayments and other receivables 80,000 1,846,344 237,304 Due from related parties, net — 1,556,765 200,085 Escrow receivable — 391,056 50,261 Total current assets 30,797,351 69,688,174 8,956,773 Current liabilities Accruals and other payables 150,940 1,276,229 164,029 Contract liabilities 1,519,584 128,400 16,503 Bank borrowings 460,502 480,619 61,772 Operating lease liabilities 863,508 293,792 37,760 Due to related parties 7,536,359 — — Taxes payables 3,718,174 2,932,183 376,864 Total current liabilities 14,249,067 5,111,223 656,928 Working Capital 16,548,284 64,576,951 8,299,845 Accounts Receivable, net Our accounts receivable represented receivables from clients of our Financial PR services.
Liquidity and Capital Resources The following table set forth our current assets and current liabilities as of the dates indicated: As of November 30, 2024 2025 2025 HK$ HK$ US$ Current assets Cash and cash equivalents 63,535,847 67,468,223 8,664,212 Accounts receivable, net 2,358,162 2,370,437 304,410 Prepayments and other receivables 1,846,344 2,653,771 340,795 Due from related parties, net 1,556,765 21,264,851 2,730,814 Escrow receivable 391,056 — — Total current assets 69,688,174 93,757,282 12,040,231 Current liabilities Accruals and other payables 1,276,229 899,753 115,546 Contract liabilities 128,400 — — Bank borrowings 480,619 501,522 64,405 Operating lease liabilities 293,792 499,296 64,119 Due to related parties — — — Taxes payables 2,932,183 1,536,569 197,325 Total current liabilities 5,111,223 3,437,140 441,395 Working Capital 64,576,951 90,320,142 11,598,836 Accounts Receivable Our accounts receivable represent receivables from clients of our Financial PR services.
Our provision for doubtful accounts increased by HK$2,717,909, or 126%, from HK$2,154,945 for the year ended November 30, 2023 to HK$4,872,854 (US$626,291) for the year ended November 30, 2024, mainly due to receivable aging greater than a year being considered as less possibility to recovery, therefore some receivable from customers being valued as provision for doubtful debts. Insurance.
Provision for doubtful accounts increased significantly by HK$2,717,909, from HK$2,154,945 for the year ended November 30, 2023 to HK$4,872,854 for the year ended November 30, 2024, primarily because certain long-outstanding receivables with aging exceeding one year were assessed as having a lower likelihood of recovery. Rent and rates.
Others mainly represented our traveling expenses and internet maintenance cost which at HK$339,398, HK$225,417 and HK61,918 (US$7,958) and for the years ended November 30, 2022, 2023 and 2024, respectively.
The increase in 2025 reflected selective advertising activities undertaken during the year. Others. Other selling expenses mainly represented travelling expenses and internet maintenance costs. Other expenses amounted to nil, HK$61,918, and HK$225,417 for the years ended November 30, 2025, 2024 and 2023, respectively.
The financial expenses decreased insignificantly by HK$6,548, or 6%, from HK$108,259 for the year ended November 30, 2023 to HK$101,711 (US$13,073) for the year ended November 30, 2024. Income tax We are subjected to income tax on an entity basis on profit arising in or derived from the jurisdiction in which members of our Group domicile or operate.
The decrease was partially offset by an increase in other gains of HK$205,497, which was primarily attributable to a bargain purchase gain recognized in connection with the acquisition of Shenzhen Huiyue Technology Co., Ltd. during the year ended November 30, 2025. 44 Income tax We are subject to income tax on an entity basis on profit arising in or derived from the jurisdiction in which members of our Group domicile or operate.
Our IT expenses decreased by HK$37,858, or 57%, from HK$66,923 for the year ended November 30, 2023 to HK$29,065 (US$3,736) for the year ended November 30, 2024, the expense is mainly contributed by daily IT maintenance. Professional fee and consultancy fee.
Our IT expenses decreased to HK$3,890 (US$500) for the year ended November 30, 2025 from HK$29,065 for the year ended November 30, 2024, and HK$66,923 for the year ended November 30, 2023.The decrease in IT expenses over the years was mainly attributable to the completion of the development of the Company’s online platform and website content enhancement in prior years, with subsequent expenses primarily relating to routine IT maintenance.
The depreciation charge decreased by HK$165,106, or 96%, from HK$171,527 for the year ended November 30, 2023 to HK$6,421 (US$825) for the year ended November 30, 2024, mainly due to majority of the property and equipment had been fully depreciated. Office expenses. Our office expenses mainly represented office cleansing, post and courier, printing and stationery, telephone and communication and utilities.
Our Depreciation expense amounted to HK$8,701 (US$1,117), HK$6,421, and HK$171,527 for the years ended November 30, 2025, 2024 and 2023, respectively. Depreciation expense remained at a relatively low level in 2024 and 2025, as the majority of the Company’s property and equipment had been fully depreciated in prior years. IT expenses.
The decrease was mainly affected by provision of allowance of doubtful debts due to lower recovery possibility. We strictly control outstanding receivables to contain credit risk and an impairment analysis is performed at the end of each year. Following the identification of doubtful debts, we will discuss with the relevant customers and report on their recoverability.
The balance remained relatively stable. We strictly control outstanding receivables to manage credit risk, and an impairment assessment is performed at the end of each reporting period. Following the identification of doubtful debts, we communicate with the relevant customers regarding recoverability. Accounts receivable considered uncollectible are written off against allowances after exhaustive collection efforts.
Investing activities Our cash (used in) provided by investing activities was principally for the purchase of property and equipment and amounts due from a director and related parties.
Financing activities Our cash provided by or used in financing activities was principally related to proceeds from issuance of ordinary shares and repayment of bank borrowings.
Our insurance increased by HK$409,179, or 985%, from HK$41,540 for the year ended November 30, 2023 to HK$450,719 (US$57,929) for the year ended November 30, 2024, mainly due to the director insurance for one year. 41 Other income (expense), net Our other income mainly represents exchange gain (or loss), government subsidies and bank interest income.
Others. Other administrative expenses amounted to HK$2,095,882 (US$269,151), HK$291,636, and HK$220,784 for the years ended November 30, 2025, 2024 and 2023, respectively, and mainly represented miscellaneous administrative expenses. Other income/(expense), net Our other income mainly represents exchange gain (or loss), bank interest income and bargain purchase gain.
Contract liabilities Our contract liabilities represented the upfront payments received from our clients upon signing of the contract for our clients. These payments are non-refundable and are recognized as revenue when our performance obligation is satisfied. Our contract liabilities decreased by HK$1,391,183, or 92% from HK$1,519,584 as of November 30, 2023 to HK$128,400 (US$16,503) as of November 30, 2024.
Contract liabilities Our contract liabilities represent advance payments received from customers upon signing service contracts. These payments are non-refundable and are recognized as revenue when the related performance obligations are satisfied.
The decrease was mainly due to the amount of advance from customers is recognized as revenue during the year when our performance obligation is satisfied. Operating lease liabilities Our operating lease liabilities represented the current portion of the operating lease of our Hong Kong office.
Contract liabilities decreased from HK$128,400 as of November 30, 2024 to nil as of November 30, 2025, primarily because advance payments received in prior periods were recognized as revenue during the year as performance obligations were fulfilled. Operating lease liabilities Our operating lease liabilities represent the current portion of lease obligations for our Hong Kong office premises.
Advertisement expense decreased by HK$80,785, or 100%, from HK$80,785 for the year ended November 30, 2023 to HK$nil (US$nil) for the year ended November 30, 2024, mainly due to the company has established a reputation in the industry and attracts customers through our high-quality services, rather than use of external advertisement. Referral fee.
Advertisement expense amounted to HK$15,242 (US$1,957) for the year ended November 30, 2025, compared to nil for the year ended November 30, 2024 and HK$80,785 for the year ended November 30, 2023. 42 The absence of advertisement expense in 2024 was primarily due to the Company’s reliance on its established market reputation and client referrals rather than paid advertising.
The office expenses decreased by HK$814,170, or 77%, from HK$1,059,942 for the year ended November 30, 2023 to HK$245,772 (US$31,588) for the year ended November 30, 2024. Provision for doubtful accounts .
Provision for doubtful accounts decreased by HK$3,763,366, or approximately 77%, from HK$4,872,854 for the year ended November 30, 2024 to HK$1,200,187 (US$154,127) for the year ended November 30, 2025, mainly due to improvements in credit risk management and collection efforts.
Wai Lau is a director, CEO and Controlling Shareholder of the Company 37,937 — 1,556,765 200,085 Total 37,937 — 1,556,765 200,085 The following table sets forth the breakdown of the balances due to related parties as of the dates indicated: Relationship As of November 30, with the Group 2022 2023 2024 2024 HK$ HK$ HK$ US$ Ms. Wai Lau Ms.
Wai Lau is a director and Controlling Shareholder of the Company 1,556,765 21,264,851 2,730,814 Total 1,556,765 21,264,851 2,730,814 Balances represent amounts due from Ms. Wai Lau, a director and controlling shareholder of the Company. The balances are unsecured, interest-free and repayable on demand. As of November 30, 2024 and 2025, the amounts due from Ms.
The invasion of Ukraine and the retaliatory measures that have been taken, or could be taken in the future, by the United States, NATO, and other countries have created global security concerns that could result in a regional conflict and otherwise have a lasting impact on regional and global economies, any or all of which could adversely affect the Hong Kong capital markets and our operations, even though we do not have any direct exposure to Russia or the adjoining geographic regions.
While we do not have direct operations or exposure in the affected regions, such geopolitical events and their potential escalation may adversely affect global and regional market sentiment, including that of the Hong Kong capital markets, and could have a negative impact on our business, financial condition and results of operations.
During the year ended November 30, 2024, HK$3,890,793 of accounts receivable were recorded provision for allowance for credit loss of accounts receivables, HK$982,061 of accounts receivable have been written off; and during the year ended November 30, 2023, HK$2,154,945 of accounts receivable were made as allowance of doubtful debts.
During the year ended November 30, 2025, HK$1,200,187 of accounts receivable were provided for as allowance for doubtful debts due to lower recovery possibility. HK$5,642,032 of accounts receivable were written off during the year ended November 30, 2025.
The income tax decreased by HK$1,206,678 or 227%, from income tax expense of HK$530,625 for the year ended November 30, 2023 to income tax credit of HK$676,053 (US$86,891) for the year ended November 30, 2024, primarily due to decrease in income before income taxes and increase against with deferred tax expense.
Our income tax expense (benefit) amounted to a tax benefit of HK$509,590 (US$65,441), a tax benefit of HK$676,053, and an income tax expense of HK$530,625 for the years ended November 30, 2025, 2024 and 2023, respectively.
Our effective tax rate remained relatively stable at 11.5% and 12.8% for the years ended November 30, 2023 and 2022, respectively.
The Group’s effective tax rate for the years ended November 30, 2025, 2024 and 2023 was approximately 2.7%, 61.4%, and 11.5%, respectively. The effective tax rate for 2025 remained low due to the recognition of deferred tax assets and the impact of deductible temporary differences.
Financing activities Our cash (used in) provided by financing activities was principally for dividend payments and proceeds from bank loan. For the year ended November 30, 2022, we had net cash used in financing activities of HK$4,547,805, primarily consisting of the payment of dividend of HK$2,300,186, deferred offering costs of HK$2,172,377 and the repayment of bank loan of HK$75,242.
Investing activities Our cash (used in) or provided by investing activities was principally related to payments to or receipts from directors and purchases of equipment. For the year ended November 30, 2025, we had net cash used in investing activities of HK$20,548,102 (US$2,638,770), primarily attributable to balance due from director of HK$19,708,086,and purchases of equipment of HK$840,016.
Removed
As of December 31, 2024, the total number of listed companies in the HK Stock Exchange was 2,631, compared to 2,609 listed companies as of December 31, 2023.
Added
As of December 31, 2025, the number of companies listed on The Stock Exchange of Hong Kong Limited remained broadly stable compared to prior years, while the pace of new listings continued to be affected by market sentiment, regulatory developments and macroeconomic conditions.
Removed
The number of newly listed companies in 2024 up to December 31, 2024 increased to 22 companies as compared to 14 companies for the same period in 2023 (source: https://www.hkex.com.hk/Market-Data/Statistics/Consolidated-Reports/HKEX-Monthly-Market-Highlights?sc_lan&sc_lang=en&select={6EA87B6C-938A-48B1-8CDA-6960712E4C54}) mainly as a result of strong rebound on hopes of policy support and the recovering in the performance of the capital markets in Hong Kong.
Added
During 2025, capital market activities in Hong Kong showed periods of improvement, supported in part by policy measures aimed at enhancing market liquidity and investor confidence. However, overall market conditions remained subject to volatility, and certain issuers continued to adopt a cautious approach toward capital market transactions.
Removed
While our operations have not yet been directly affected by supply chain disruptions or inflationary pressures, continued pressure from the economic conditions may disrupt the Hong Kong capital markets in the future and in turn, affect our operations. 36 In addition, at the end of 2021 and into 2022, tensions between the United States and Russia escalated when Russia amassed large numbers of military ground forces and support personnel on the Ukraine-Russia border and, in February 2022, Russia invaded Ukraine.
Added
Although our business has not been materially impacted by supply chain disruptions or inflationary pressures to date, ongoing economic uncertainties, including fluctuations in interest rates and changes in global financial conditions, may continue to affect capital market activities in Hong Kong and, in turn, demand for our services. 39 In addition, geopolitical tensions, including the ongoing conflict between Russia and Ukraine and related sanctions imposed by various governments, as well as other regional and global geopolitical developments, continue to contribute to uncertainty in the global economy and financial markets.
Removed
In response, NATO has deployed additional military forces to Eastern Europe, and the Biden administration announced certain sanctions against Russia. The conflict in Ukraine and the imposition of broad economic sanctions on Russia could disrupt global markets. Unrest, terrorist threats, and the potential for war in the Middle East and elsewhere may increase market volatility across the globe.
Added
For the years ended November 30, 2025, 2024 and 2023, Financial PR services revenue remained a significant source of our revenues, representing approximately 57%, 51% and 75% of our total revenues, respectively.
Removed
The extent and duration of the military action, sanctions, and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions caused by Russian military action or resulting sanctions may magnify the impact of other risks described in this section.
Added
As a result, the Company was no longer required to provide ongoing Financial PR services to such clients, leading to a decline in revenue from this business line. Financial PR services revenue slightly increased by HK$111,121, or approximately 1%, from HK$10,432,198 for the year ended November 30, 2024 to HK$10,543,319 (US$1,353,964) for the year ended November 30, 2025.
Removed
We cannot predict the progress or outcome of the situation in Ukraine, as the conflict and governmental reactions are rapidly developing and beyond their control.
Added
The increase was primarily attributable to a higher level of project-based activities, including roadshow services, exhibition services and listing ceremonies provided to clients seeking listings on The Stock Exchange of Hong Kong Limited.
Removed
Prolonged unrest, intensified military activities, or more extensive sanctions impacting the region could have a material adverse effect on the global economy, and such effect could in turn have a material adverse effect on the operations, results of operations, financial condition, liquidity and business outlook of our business.
Added
Project-based Financial PR services revenue decreased by HK$1,696,439, or approximately 23%, from HK$7,490,660 for the year ended November 30, 2024 to HK$5,794,221 (US$744,089) for the year ended November 30, 2025.
Removed
Impact of an occurrence of a widespread health epidemic or other outbreaks on our business and operations There were surges of cases in many cities during that time, and there remains uncertainty as to the future impact of the virus, especially in light of China’s recent change in policy.
Added
The decrease was mainly due to a reduction in the number and scale of project-based engagements during the year, as certain clients adjusted the timing of their capital market activities amid continued market uncertainties. One-off Financial PR services . One-off PR services are provided as add-on services to our recurring Financial PR services customers.
Removed
We cannot assure you that more lockdowns and other restrictive measures will not be implemented in the future. Some other countries, including the U.S., also introduced various restrictions in response to the swine flu and avian influenza. There are many challenges, and the future is uncertain to say the least.
Added
Such services are typically offered as optional purchases separately agreed under the recurring Financial PR services agreements, pursuant to which customers may elect to purchase additional services at separately agreed service prices. One-off PR services mainly include writing press releases, arranging media interviews and re-posting business-related articles.
Removed
We will continue to watch the economy unfold carefully. 37 This outbreak of an occurrence of a widespread health epidemic or other outbreaks has caused companies like us and our business partners to implement temporary adjustments to work schedules and travel plans, mandating employees to work from home and collaborate remotely.
Added
One-off PR services revenue decreased by HK$140,032, or approximately 6%, from HK$2,503,764 for the year ended November 30, 2023 to HK$2,363,732 for the year ended November 30, 2024, and further decreased by HK$220,122, or approximately 9%, to HK$2,143,610 for the year ended November 30, 2025.
Removed
As a result, we may have experienced lower efficiency and productivity, internally and externally, which may adversely affect our service quality. Moreover, our business depends on our employees.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

31 edited+26 added−32 removed24 unchanged
The audit committee is responsible for, among other things: ● selecting the independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm; 52 ● reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s responses; ● reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; ● discussing the annual audited financial statements with management and the independent registered public accounting firm; ● reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any special steps taken to monitor and control major financial risk exposures; ● annually reviewing and reassessing the adequacy of our audit committee charter; ● meeting separately and periodically with management and the independent registered public accounting firm; ● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance; and ● reporting regularly to the board.
The audit committee is responsible for, among other things: ● selecting the independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by the independent registered public accounting firm; ● reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s responses; ● reviewing and approving all proposed related party transactions, as defined in Item 404 of Regulation S-K under the Securities Act; ● discussing the annual audited financial statements with management and the independent registered public accounting firm; ● reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any special steps taken to monitor and control major financial risk exposures; ● annually reviewing and reassessing the adequacy of our audit committee charter; ● meeting separately and periodically with management and the independent registered public accounting firm; ● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance; and ● reporting regularly to the board.
The nominating and corporate governance committee is responsible for, among other things: ● recommending nominees to the board for election or re-election to the board, or for appointment to fill any vacancy on the board; ● reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience, expertise, diversity and availability of service to us; 53 ● selecting and recommending to the board the names of directors to serve as members of the audit committee and the compensation committee, as well as of the nominating and corporate governance committee itself; ● developing and reviewing the corporate governance principles adopted by the board and advising the board with respect to significant developments in the law and practice of corporate governance and our compliance with such laws and practices; and ● evaluating the performance and effectiveness of the board as a whole.
The nominating and corporate governance committee is responsible for, among other things: ● recommending nominees to the board for election or re-election to the board, or for appointment to fill any vacancy on the board; ● reviewing annually with the board the current composition of the board with regards to characteristics such as independence, knowledge, skills, experience, expertise, diversity and availability of service to us; ● selecting and recommending to the board the names of directors to serve as members of the audit committee and the compensation committee, as well as of the nominating and corporate governance committee itself; ● developing and reviewing the corporate governance principles adopted by the board and advising the board with respect to significant developments in the law and practice of corporate governance and our compliance with such laws and practices; and ● evaluating the performance and effectiveness of the board as a whole.
The restriction shall cease to apply to information or knowledge which may come into the public domain. D. Employees As of November 30, 2024, we had 22 employees, all of whom were full-time employees, comprising of 4 management personnel, 5 finance and administrative staff, 4 marketing staff and 9 accounting executive staff.
The restriction shall cease to apply to information or knowledge which may come into the public domain. D. Employees As of November 30, 2025, we had 22 employees, all of whom were full-time employees, comprising of 4 management personnel, 5 finance and administrative staff, 4 marketing staff and 9 accounting executive staff.
The ultimate decision of the appointment will be based on merit and the contribution which the selected candidates will bring to our Board. Our directors have a balanced mix of knowledge and skills. We have four independent directors with different industry backgrounds, representing a majority of the members of our board.
The ultimate decision of the appointment will be based on merit and the contribution which the selected candidates will bring to our Board. Our directors have a balanced mix of knowledge and skills. We have three independent directors with different industry backgrounds, representing a majority of the members of our board.
Share Ownership The following table sets forth information with respect to the beneficial ownership of our shares as of the date of this annual report by: ● each of our current directors and executive officers; and ● each person known to us to own beneficially 5% or more of our shares.
Share Ownership The following table sets forth information with respect to the beneficial ownership of our Ordinary Shares as of the date of this annual report by: ● each of our current directors and executive officers; and ● each person known to us to own beneficially 5% or more of each class of our Ordinary Shares.
You should refer to “Description of Securities — Differences in Corporate Law” for additional information on our standard of corporate governance under BVI law. 54 Employment Agreements We have entered into employment agreements with each of our executive officers.
You should refer to “Description of Securities — Differences in Corporate Law” for additional information on our standard of corporate governance under BVI law. 55 Employment Agreements We have entered into employment agreements with each of our executive officers.
There are no prohibitions to cumulative voting under the laws of the Cayman Islands, but our Memorandum and Articles do not provide for cumulative voting. None of our shareholders has informed us that it is affiliated with a registered broker-dealer or is in the business of underwriting securities.
There are no prohibitions to cumulative voting under the laws of the British Virgin Islands, but our Memorandum and Articles do not provide for cumulative voting. None of our shareholders has informed us that it is affiliated with a registered broker-dealer or is in the business of underwriting securities.
Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable.
Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable. 57
Subject to making appropriate disclosures to the board of directors in accordance with our post-offering amended and restated memorandum and articles of association, a director may vote with respect to any contract, proposed contract, or arrangement in which he or she is interested, in voting in respect of any such matter, such director should take into account his or her directors duties.
Subject to making appropriate disclosures to the board of directors in accordance with our currently effective amended and restated memorandum and articles of association, a director may vote with respect to any contract, proposed contract, or arrangement in which he or she is interested, in voting in respect of any such matter, such director should take into account his or her directors duties.
The compensation committee is responsible for, among other things: ● reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers; ● reviewing and recommending to the board for determination with respect to the compensation of our non-employee directors; ● reviewing periodically and approving any incentive compensation or equity plans, programs or other similar arrangements; and ● selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management.
The compensation committee is responsible for, among other things: ● reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers; ● reviewing and recommending to the board for determination with respect to the compensation of our non-employee directors; ● reviewing periodically and approving any incentive compensation or equity plans, programs or other similar arrangements; and ● selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management. 54 Nominating and Corporate Governance Committee Our nominating and corporate governance committee consists of Ms.
Compensation Committee Our compensation committee consists of Mr. Gung, Mr. SK Wong and Ms. Yeung and is chaired by Mr. SK Wong. We have determined that each of these directors satisfies the “independence” requirements of the Nasdaq Listing Rules.
Compensation Committee Our compensation committee consists of Ms. Ye, Mr. Wang and Ms. Yeung, and is chaired by Ms. Ye. We have determined that each of these directors satisfies the “independence” requirements of the Nasdaq Listing Rules.
Item 6. Directors, Senior Management and Employees A. Directors and Senior Management The following table sets forth information regarding our directors and executive officers as of the date of this annual report. MANAGEMENT Directors and Executive Officers (3) Age Position Ms. Wai Lau 32 Executive Director, Chief executive officer and chairlady of the Board Mr.
Item 6. Directors, Senior Management and Employees A. Directors and Senior Management The following table sets forth information regarding our directors and executive officers as of the date of this annual report. Directors and Executive Officers Age Position Ms. Wai Lau 33 Executive Director and chairlady of the Board Mr. Xuan He 56 Chief financial officer Mr.
Lau was a program host at Metro Radio in Hong Kong. Ms. Lau holds a bachelor’s degree of arts with major in journalism from Hunan University in June 2014 and holds a master’s degree of arts with major in communication of new media from City University of Hong Kong in June 2015. Mr. Law Wing Tak Jack (“Mr.
Lau was a program host at Metro Radio in Hong Kong. Ms. Lau holds a bachelor’s degree of arts with major in journalism from Hunan University in June 2014 and holds a master’s degree of arts with major in communication of new media from City University of Hong Kong in June 2015. 51 Mr. Xuan He (“Mr.
The calculations in the table below are based on 13,125,000 Class A Ordinary Shares outstanding as of the date of this annual report. Beneficial ownership is determined in accordance with the rules and regulations of the SEC.
The calculations in the table below are based on 1,462,498 Class A ordinary shares and 75,000 Class B ordinary shares outstanding as of the date of this annual report. Beneficial ownership is determined in accordance with the rules and regulations of the SEC.
(2) Based on 13,125,000 Class A Ordinary Shares outstanding as at the date of this annual report. 55 At each general meeting, each shareholder who is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative) will have one vote for each Ordinary Share that such shareholder holds.
At each general meeting, each shareholder who is present in person or by proxy (or, in the case of a shareholder being a corporation, by its duly authorized representative) will have one vote for each Ordinary Share that such shareholder holds.
These shares, however, are not included in the computation of the percentage ownership of any other person. See “—B. Compensation” for more details on options and restricted shares granted to our directors and executive officers. Directors and executive officers(1) Number of Class A Ordinary Shares Approximate percentage of outstanding Class A Ordinary Shares Ms. Wai Lau 9,004,500 68.61 % Mr.
These shares, however, are not included in the computation of the percentage ownership of any other person. 56 See “—B. Compensation” for more details on options and restricted shares granted to our directors and executive officers.
Yeung held various positions in Ernst & Young Hong Kong, where she last served as a manager in the assurance and advisory business services department, specializing in auditing companies listed in Hong Kong. From August 2009 to May 2017, Ms.
Yeung held various positions at Ernst & Young Hong Kong, where she last served as a manager in the assurance and advisory business services department, specializing in auditing companies listed in Hong Kong. Since May 2017, she has been practicing in Noble Partners CPA Company, a certified public accounting firm in Hong Kong. Ms.
We will also achieve gender diversity by having one female independent director out of the total of four independent directors, as well as a female executive director, Ms. Lau, being one of the two executive directors. Our board is well balanced and diversified in alignment with the business development and strategy of our Group.
We will also achieve gender diversity by having one female independent director out of the total of three independent directors, as well as a female executive director, Ms. Lau, being one of the two executive directors.
Wai Lau 9,004,500 68.61 % (1) Beneficial ownership information disclosed herein represents direct and indirect holdings of entities owned, controlled or otherwise affiliated with the applicable holder as determined in accordance with the rules and regulations of the SEC.
Wai Lau (2) 375,225 25.66 % 75,000 100.0 % 79.14 % Mr. Huiwu Wang (3) 375,225 25.66 % 75,000 100.0 % 79.14 % (1) Beneficial ownership information disclosed herein represents direct and indirect holdings of entities owned, controlled or otherwise affiliated with the applicable holder as determined in accordance with the rules and regulations of the SEC.
Yeung graduated from The Hong Kong University of Science and Technology in November 2003 with a Bachelor of Business Administration in Accounting degree. She was admitted as a member and fellow of the Association of Chartered Certified Accountants in February 2007 and February 2012, respectively.
Yeung graduated from The Hong Kong University of Science and Technology in November 2003 with a Bachelor of Business Administration in Accounting degree.
Nominating and Corporate Governance Committee Our nominating and corporate governance committee consists of Mr. Gung, Mr. H Wong and Ms. Yeung and is chaired by Mr. Gung. We have determined that each of these directors satisfies the “independence” requirements of the Nasdaq Listing Rules.
Ye, Mr. Wang and Ms. Yeung, and is chaired by Ms. Ye. We have determined that each of these directors satisfies the “independence” requirements of the Nasdaq Listing Rules. The nominating and corporate governance committee assists the board in selecting individuals qualified to become our directors and in determining the composition of the board and its committees.
Committees of the Board of Directors We have established an audit committee, a compensation committee and a nominating and corporate governance committee under the board of directors upon the effectiveness of the registration statement of which this annual report forms a part. We have adopted a charter for each of the three committees upon the establishment of the committees.
Our board is well balanced and diversified in alignment with the business development and strategy of our Group. 53 Committees of the Board of Directors We have established an audit committee, a compensation committee and a nominating and corporate governance committee under the board of directors upon the effectiveness of the registration statement of which this annual report forms a part.
Jing received an undergraduate degree in broadcasting and television directing from the Shanghai Theatre Academy in 2011. Ms. Josephine Yan Yeung (“Ms. Yeung”) is our independent director. Ms. Yeung has over 19 years of experience in auditing, financial management, internal control and corporate governance, and is a practicing certified public accountant in Hong Kong.
Josephine Yan Yeung (“Ms. Yeung”) is our independent director. Ms. Yeung has over 19 years of experience in auditing, financial management, internal control and corporate governance, and is a practicing certified public accountant in Hong Kong. She has been an independent director of Neo-Concept International Group Holdings Limited (NASDAQ: NCI) since April 2024.
A director is not required to hold any shares in our Company to qualify to serve as a director.
Board Practices Board of Directors Our board of directors consists of five directors, comprising of two executive directors and three independent directors. A director is not required to hold any shares in our Company to qualify to serve as a director.
Yeung worked in Verdant Capital Group Limited, a China focused private investment firm based in Hong Kong with her last position as group finance director. Since May 2017, she has been practicing in Noble Partners CPA Company, a certified public accounting firm in Hong Kong. Ms.
Yeung worked in Verdant Capital Group Limited, a China-focused private investment firm based in Hong Kong, with her last position as group finance director. From September 2003 to July 2009, Ms.
Each committee’s members and functions are described below. Audit Committee Our audit committee consists of Mr. Gung, Mr. H Wong and Ms. Yeung and is chaired by Ms. Yeung.
We have adopted a charter for each of the three committees upon the establishment of the committees. Each committee’s members and functions are described below. Audit Committee Our audit committee consists of Ms. Yeung, Mr. Wang and Ms. Ye, and is chaired by Ms. Yeung.
We have not made any agreements with our directors or executive officers to provide benefits upon termination of employment. C.
Our Hong Kong subsidiary is required by law to contribute amounts equal to certain percentages of each employee’s salary for his or her mandatory provident fund. We have not made any agreements with our directors or executive officers to provide benefits upon termination of employment.
Wong Heung Ming Henry as an independent Director and a member of each of the Audit Committee and NCG Committee, and (4) Mr. Wong Siu Ki as an independent Director and a member of the Compensation Committee. Below is a summary of the business experience of each our executive officers and directors: Ms. Wai Lau (“Ms.
Nianci Yuan 27 Executive Director and Chief executive officer Ms. Josephine Yan Yeung 44 Independent Director Mr. Zhongwei Wang 56 Independent Director Ms. Sha Ye 40 Independent Director Below is a summary of the business experience of each our executive officers and directors: Ms. Wai Lau (“Ms.
She was admitted as a member and fellow of the Hong Kong Institute of Certified Public Accountants in February 2008 and October 2017, respectively. Ms. Yeung has been serving as a joint company secretary member of Sunlight (1977) Holdings Limited, the shares of which are listed on the HK Stock Exchange (HKSE: 8451), from April 2018 to May 2019. Ms.
She served as a joint company secretary member of Sunlight (1977) Holdings Limited (HKSE: 8451) from April 2018 to May 2019, and as company secretary of Tu Yi Holding Company Limited (HKSE: 1701) from June 2019 to June 2020. From August 2009 to May 2017, Ms.
He is a fellow member of the association of Chartered Certified Accountants and the Hong Kong institute of Certified Public Accountants. 50 Mr. Wong Siu Ki (“Mr. SK Wong”) is our independent director. Mr. SK Wong is experienced in corporate governance and compliance matters.
She was admitted as a member and fellow of the Association of Chartered Certified Accountants in February 2007 and February 2012, respectively, and as a member and fellow of the Hong Kong Institute of Certified Public Accountants in February 2008 and October 2017, respectively. Mr. Zhongwei Wang (“Mr. Wang”) serves as an independent director of the Company. Mr.
He obtained a master degree in corporate governance and compliance from the Hong Kong Baptist University in June 2019 and an additional master degree in philosophy from CUHK in June 2021. Family Relationships None of our directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K.
Ms. Ye obtained a master’s degree in science from University College London. Family Relationships None of our directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K. 52 B. Compensation For the year ended November 30, 2025, we paid an aggregate of HK$1,032,339 (US$132,691) (including salaries, bonus and mandatory provident fund) to our directors.
Removed
Law Wing Tak Jack (1) 71 Chief financial officer Mr. Yao Yao (4) 45 Executive Director Mr. Jing Yi (4) 37 Non-executive Director Mr. Leut Ming Gung (2) 34 Independent Director Ms. Josephine Yan Yeung 43 Independent Director Mr. Wong Heung Ming Henry (4) 55 Independent Director Mr.
Added
He”) serves as the chief financial officer of the Company. Mr. He has over 30 years of experience in financial management and listed company governance across various industries. From 1999 to 2017, Mr. He served at Huaxi Hope Group Co., Ltd.
Removed
Wong Siu Ki (4) 34 Independent Director (1) In April 2024, the Board of Directors of the Company received the resignation of Mr. Man Siu Hin (“Mr. Man”) from his position as Chief Financial Officer of INTJ. In his resignation, Mr.
Added
(Chengdu), where he successively held position of financial manager of subsidiary, and was responsible for group-wide financial management and fund control. From 2017, Mr. He served as chief financial officer of XJ International Holdings Co., Ltd. (HKEx: 01765, formerly known as Hope Education Group Co., Ltd.). From March 2021 to April 2025, Mr. He worked at Dingli Co., Ltd.
Removed
Man stated that he was resigning for personal reasons and not as the result of any dispute or disagreement with INTJ or the Board of Directors. In connection with Mr. Man’s resignation, the Company appointed Mr.
Added
(300050.SZ), serving as chief financial officer and non-independent director, where he was responsible for financial strategy, internal control and audit supervision. Since 2025, Mr. He has been serving at Hope College of Southwest Jiaotong University as vice president, overseeing the college’s financial affairs. Mr.
Removed
Law Wing Tak Jack as the Chief Financial Officer of the Company. 48 (2) In April 2024, the Board of Directors of the Company received the resignation of Mr. Kean Tat Che (“Mr.
Added
He graduated from Daxian Finance and Economics School in 1992, and subsequently graduated from Southwestern University of Finance and Economics in 1994. Mr. Nianci Yuan (“Mr. Yuan”) serves as an executive director of the Company. Mr. Yuan has extensive experience in the operation and management of listed companies across different capital markets. In 2023, Mr.
Removed
Che”) from his positions as an independent director, the chairman of the nominating and corporate governance committee, and member of the audit committee and compensation committee of INTJ. In his resignation, Mr. Che stated that he was resigning for personal reasons and not as the result of any dispute or disagreement with INTJ or the Board of Directors.
Added
Yuan joined XJ International Holdings Co., Ltd. (HKEx: 01765), a leading private higher education enterprise, as the assistant to the group president, where he participated in the management of major corporate projects and coordination of various corporate governance matters. Since 2024, Mr.
Removed
In connection with Mr. Che’s resignation, the Company appointed Mr. Mr. Leut Ming Gung as an independent member of the Board, as well as a member of the Audit Committee, member of the Compensation Committee and member of the Nominating and Corporate Governance Committee. (3) On December 12, 2024, Mr. Shiu Wing Joseph Chow (“Mr.
Added
Yuan has been serving at Gifore Agriculture Science & Technology Service Co., Ltd (300022.SZ) as the assistant to the general manager of the chain development and management center, where he is involved in strategic execution, nationwide operation management and administrative coordination. Mr. Yuan obtained a master’s degree in finance from Chongqing University and a bachelor’s degree from Northeast University. Ms.
Removed
Chow”) tendered his resignation letter to Board of Directors of the Company to resign as an independent director, and as a member of each of the audit committee, compensation committee and nominating and corporate governance committee of the Company. Mr.
Added
Wang has over 25 years of professional experience in banking operations, asset management, equity investment, M&A and restructuring, mezzanine financing & investment, and alternative investments, having participated in the management of investment and financing transactions. Mr.
Removed
Chow advised that his resignation was due to personal reasons and not a result of any dispute or disagreement with the Company or the Board. (4) On December 15, 2024, the Board of Directors of the Company appointed, (1) Mr. Yao Yao as an executive Director, (2) Mr. Jing Yi as a non-executive Director, (3) Mr.
Added
Wang is currently the president of Oceanwide Investment Group Co., Ltd., where he is responsible for overseeing investment projects spanning artificial intelligence, intelligent manufacturing, new energy and advanced materials. Mr. Wang has led investments in notable portfolio companies including QingCloud, Inspur Cloud, SICC, Huaguang Optoelectronics, CEC Cloud Link, Tianhe Magnetic Materials and XCMG Machinery.
Removed
Law”), is our chief financial officer. Mr. Law is a highly accomplished professional with a rich educational and professional background. He holds a BA degree in Economic and Accounting from Newcastle University in the U.K. and an MA degree in Philosophy from the Chinese University of Hong Kong. Mr.
Added
He has also established and managed multiple RMB-denominated and US dollar-denominated funds. Prior to joining Oceanwide Investment Group, Mr. Wang held various positions at several financial institutions, including Bank of China, China Orient Asset Management Co., Ltd., BOC Holdings Co., Ltd. and Minxin Capital Investment Management Co., Ltd., where he was engaged in equity investment, asset management and investment banking.
Removed
Law is a fellow member of the Institute of Chartered Accountants in England & Wales and the Hong Kong Institute of Certified Public Accountants. With over 45 years of experience, Mr. Law has excelled in management, accounting, finance, banking, and corporate affairs.
Added
Mr. Wang obtained a bachelor’s degree in public finance from Shandong University and holds securities and fund practice qualifications. Ms. Sha Ye (“Ms. Ye”) serves as an independent director of the Company. Ms.
Removed
He has worked at leading CPA firms in Hong Kong, including two of the Big 4, and held notable positions at HSBC. Throughout his career, he has served as chairman, CEO, CFO, and director in public and private companies across Hong Kong, the U.K., Singapore, the USA, and China. Currently, Mr.
Added
Ye has approximately 15 years of professional and management experience in private banking, investment banking, family wealth and asset management, industrial capital, and equity investment, with a financial career spanning Chinese banking institutions and international investment platforms. From 2011 to 2024, Ms.
Removed
Law is a senior director at a prominent U.K.-based firm of chartered accountants. His extensive expertise and dedication to the field of finance and accounting make him a valuable asset. Mr. Yao Yao (“Mr. Yao”) is an executive director of the Company. Mr.
Added
Ye worked at China Minsheng Bank, where she served as a member of the Investment Banking and Private Banking divisions at the head office, and subsequently as deputy general manager of the Private Banking Department at the Shenzhen Branch. In 2025, Ms.
Removed
Yao has over 20 years of experience in media sector, of which, over 10 years of experience gained in the financial public relations (“PR”) industry. Mr. Yao is experienced in providing PR strategies to listed companies, media operations and PR event planning. Mr. Yao currently holds several public positions.
Added
Ye joined EWpartners , an international investment institution within the ecosystem of the Saudi sovereign wealth fund, where she currently serves as an executive director, leading initiatives in global expansion strategies for multiple industrial groups, industrial co-development between Gulf sovereign wealth funds and China, cross-border investments, and bilateral funds in areas such as cutting-edge technology, biomedicine, entertainment and consumer sectors.
Removed
He is a director of the Hong Kong Qingpu Association, a director of the Hong Kong-Hangzhou Association, and executive vice president and secretary-general of the Shanghai-Hong Kong Cultural Exchange Association. Mr. Yao currently serves as a partner at Intelligent Joy Limited (“IJL”), a wholly owned subsidiary of the Company.
Added
Share Incentive Plan In June 2025, we adopted the 2025 Stock Incentive Plan, or 2025 Plan, to attract and retain the best available personnel, to provide additional incentives to employees, directors and consultants and to promote the success of our business.
Removed
Prior to joining Intelligent Joy Limited, My Yao served as the senior vice president at Porda Havas International Finance Communications Group during July 2013 to February 2024. Mr. Yao received a bachelor’s degree in international economics and trade from the Shanghai Jiao Tong University in June 2003. 49 Mr. Leut Ming Gung (“Mr. Gung”) is our independent director. Mr.
Added
The maximum aggregate number of shares that may be issued pursuant to all awards under the 2025 Plan is 2,625,000 (or 131,250 after retrospective application of the Reverse Share Splits on February 17, 2026), all of which have been granted and vested as of the date of this annual report.
Removed
Gung has a diverse work experience in the financial industry. From he held the role of Assistant Vice President in the Integrated Sales Department at Guotai Junan Securities International. Subsequently, he transitioned to Huian Fund, where he served as a Senior Manager in the Investment Management Center.
Added
The following paragraphs describe the principal terms of the 2025 Plan. Types of awards. The 2025 Plan permits the awards of the grant of an Option, the direct issuance of Shares or any other right or benefit. Plan administration. The 2025 Plan is administrated by the Board or one or more committees appointed by the Board or another committee.
Removed
Since 2021, he has taken on the role of Chief Executive Officer at Pushu Capital. Mr. Gung holds a bachelor’s degree in engineering from Nanjing University of Science and Technology and a master’s degree in industrial engineering and logistics management from the University of Hong Kong. Mr. Jing Yi (“Mr. Jing”) is our non-executive director. Mr.
Added
The administrator will determine the participants to receive awards, the type and number of awards to be granted to each participant, and the terms and conditions of each award grant. Award agreement. Awards granted under the 2025 Plan are evidenced by an award agreement that sets forth terms, conditions and limitations for each award. Eligibility.
Removed
Jing has more than 10 years of experience in the financial sector. Mr. Jing is experienced in developing investment strategies for companies in the capital markets. Mr. Jing is the founder and chairman of Hangking Group. He also serves as the chief executive officer and vice chairman of the Hangking Family Office.
Added
Awards may be granted to employees, directors and consultants. An employee, director or consultant who has been granted an award may, if otherwise eligible, be granted additional awards. Vesting schedule.
Removed
Hangking Family Office specializes in financial asset management, private equity investments, and secondary market investments. Mr. Jing served as a director partner at Smallville Capital, a China-based family office that specializes in private equity investments. He then co-founded an investment fund registered in Qianhai, China as a founding partner and vice chairman, successfully investing in numerous prominent companies. Mr.
Added
The awards to be issued to any grantee at such time prior to the registration date shall be subject to the vesting schedule as specified in the award agreement of such grantee. The administrator shall have the right to adjust the vesting schedule of the awards granted to the grantees. Exercise of options.
Removed
She has been an independent director of Neo-Concept International Group Holdings Limited, a company listed on NASDAQ (stock code: NCI) since April 2024. From September 2003 to July 2009, Ms.
Added
The exercise or purchase price, if any, for an award shall be determined by the administrator. Any award granted shall be exercisable at such times and under such conditions as determined by the administrator under the terms specified in the award agreement. Any award granted hereunder that has been vested may be exercised only during an exercise window. C.
Removed
Yeung has been serving as the company secretary of Tu Yi Holding Company Limited, the shares of which are listed on the HK Stock Exchange (HKSE: 1701) from June 2019 to June 2020. Mr. Wong Heung Ming Henry (“Mr. H Wong”) is our independent director. Mr.
Added
Number of Class A Ordinary Shares Approximate percentage of outstanding Class A Ordinary Shares Number of Class B Ordinary Shares Approximate percentage of outstanding Class B Ordinary Shares Voting power Directors and executive officers (1) : Ms. Wai Lau (2) 375,225 25.66 % 75,000 100.0 % 79.14 % Mr. Xuan He — — — — — Mr.
Removed
H Wong has over 20 years of experience in advising multinational companies on finance, accounting, internal control, and corporate governance matters. Since August 2024, Mr. Wong has served as an independent director of SAI.TECH Global Corporation (Nasdaq: SAIH). Since April 2023, Mr. Wong has served as the chief financial officer and director of Aimei Health Technology Co., Ltd. (Nasdaq: AFJK).
Added
Nianci Yuan — — — — — Ms. Josephine Yan Yeung — — — — — Mr. Zhongwei Wang — — — — — Ms. Sha Ye — — — — — All directors and executive officers as a group 375,225 25.66 % 75,000 100.0 % 79.14 % 5% principal shareholders: Ms.
Removed
Wong has also served as an independent director of Nature Wood Group Limited (NWGL) since September 2023, as an independent director of E-Home Household Service Holding Ltd (Nasdaq: EJH) March 2023, as an independent director of Ostin Technology Group Co., Ltd (Nasdaq: OST) since April 2022, as an independent director of Helens International Holdings Company Limited (9869HK) since August 2021, From June 2020 to March 2021, Mr.
Added
(2) 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, a limited liability company incorporated in Hong Kong, as to 1%, respectively.
Removed
Wong served as chief financial officer of Meten EdtechX Education Group Ltd. (currently known as BTC Digital Ltd.) (Nasdaq: BTCT). Mr. Wong has served as an independent director of Raffles Interior Ltd. (1376HK) since March 2020, and as the non-executive Chairman of the company since September 23, 2022. Prior to that, Mr.
Added
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.
Removed
Wong worked for Deloitte Touche Tohmatsu (China) and PricewaterhouseCoopers (China) for an aggregate of more than 11 years. Mr. Wong obtained his Bachelor’s degree in accountancy from the City University of Hong Kong in 1993 and his Master’s degree in electronic commerce from the Open University of Hong Kong in 2003.

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Item 7. Major Shareholders and Related Party Transactions A. Major Shareholders Please refer to “Item 6. Directors, Senior Management and Employees—E. Share Ownership.” B. Related Party Transactions Employment Agreements and Indemnification Agreements See “Item 6. Directors, Senior Management and Employees—C.
Item 7. Major Shareholders and Related Party Transactions A. Major Shareholders A. Major Shareholders Please refer to “Item 6. Directors, Senior Management and Employees—E. Share Ownership.” B. Related Party Transactions Employment Agreements and Indemnification Agreements See “Item 6. Directors, Senior Management and Employees—C.
Board Practices—Employment Agreements and Indemnification Agreements.” Other Related Party Transactions Set forth below are the related party transactions of our company that occurred during the past three fiscal years up to the date of this annual report: As of November 30, 2024, our group made payments on behalf of Ms.
Board Practices—Employment Agreements and Indemnification Agreements.” Other Related Party Transactions Set forth below are the related party transactions of our company that occurred during the past three fiscal years up to the date of this annual report: The following table sets forth the breakdown of the balances due from related parties as of the dates indicated: As of November 30, Relationship with the Group 2024 2025 2025 HK$ HK$ US$ Ms.
Wai Lau is a director, CEO and Controlling Shareholder of the Company 37,937 — 1,556,765 200,085 Total 37,937 — 1,556,765 200,085 The following table sets forth the breakdown of the balances due to related parties as of the dates indicated: Relationship As of November 30, with the Group 2022 2023 2024 2024 HK$ HK$ HK$ US$ Ms. Wai Lau Ms.
Wai Lau Ms. Wai Lau is a director and Controlling Shareholder of the Company 1,556,765 21,264,851 2,730,814 Total 1,556,765 21,264,851 2,730,814 Balances represent amounts due from Ms. Wai Lau, a director and controlling shareholder of the Company. The balances are unsecured, interest-free and repayable on demand. As of November 30, 2024 and 2025, the amounts due from Ms.
Removed
Wai Lau, net in HK$9,093,124 (USD$1,168,707), and the amount related to HK$7,536,359 has already been repaid by the company this year; and as of November 30, 2023, our Group had funds loaned from Ms. Wai Lau, a director, of HK$6,358,430, and had funds due to Shenzhen Huiyue Technology Co., Ltd, a related party, of HK$1,177,929.
Added
Wai Lau were HK$1,556,765 and HK$21,264,851 (US$2,730,814), respectively. During the year ended November 30, 2025, the Group made payments on behalf of Ms. Wai Lau, resulting in an increase in the outstanding balance. The entire outstanding balance as of November 30, 2025 was fully settled subsequent to the reporting date.
Removed
The following table sets forth the breakdown of the balances due from related parties as of the dates indicated: Relationship As of November 30, with the Group 2022 2023 2024 2024 HK$ HK$ HK$ US$ Ms. Wai Lau Ms.
Added
During the year ended November 30, 2025, Shenzhen Huiyue Technology Co., Ltd. became a consolidated subsidiary of the Group. Accordingly, all balances and transactions with Shenzhen Huiyue Technology Co., Ltd. have been eliminated upon consolidation, and no amounts due to or from this entity are presented in the consolidated financial statements as of November 30, 2025. 58 C.
Removed
Wai Lau is a director, CEO and Controlling Shareholder of the Company — 6,358,430 — — Shenzhen Huiyue Technology Co., Ltd An entity wholly owned by Ms. Wai Lau — 1,177,929 — — Total — 7,536,359 — — 56 Balances represented the funds advanced to (loaned from) Ms. Wai Lau and a related company which is wholly owned by Ms.
Removed
Wai Lau, who is the director, and Controlling Shareholder of the Company. The balance is unsecured and interest-free. The amount due from director of HK$37,937 as of November 30, 2022 has been fully settled in cash in February 2023. The amount due to director of HK$6,358,430 as of November 30, 2023 represented the funds advance from Ms. Wai Lau.
Removed
This year, the company made payments on behalf of Ms. Wai Lau, net in HK$9,093,124 (USD$1,168,707). The amount related to HK$7,536,359 has already been repaid by the company this year, while the remaining HK$1,556,765 has been fully repaid by Ms. Wai Lau in March 2025, which is used to expand company business.
Removed
The amount due to Shenzhen Huiyue Technology Co., Ltd of HK$1,177,929 as of November 30, 2023 has been settled in December 2023. C. Interests of Experts and Counsel Not applicable.

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