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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 — 2023 vs 2024

Top changes in Intelligent Group Ltd's 2024 20-F

270 paragraphs added · 254 removed · 173 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

55 edited+26 added−16 removed292 unchanged
Although the audit report included in this annual report is prepared by U.S. auditors who are subject to inspections by the PCAOB, there is no guarantee that future audit reports will be prepared by auditors inspected by the PCAOB and, as such, in the future investors may be deprived of the benefits of such inspection.
Although the audit reports included in this annual report is prepared by U.S. auditors who are subject to inspections by the PCAOB, there is no guarantee that future audit reports will be prepared by auditors inspected by the PCAOB and, as such, in the future investors may be deprived of the benefits of such inspection.
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. 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.
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.
Senate passed the Accelerating Holding Foreign Companies Accountable Act and on December 29, 2022, the Consolidated Appropriations Act was signed into law by 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 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 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 Ordinary Shares may be prohibited from trading or delisted.
The lack of PCAOB inspections of audit work undertaken in Mainland China prevents the PCAOB from regularly evaluating auditors’ audits and their quality control procedures. As a result, if there is any component of our auditor’s work papers become located in Mainland China in the future, such work papers will not be subject to inspection by the PCAOB.
The lack of PCAOB inspections of audit work undertaken in Mainland China prevents the PCAOB from regularly evaluating auditors’ audits and their quality control procedures. As a result, if there is any component of our auditors’ work papers become located in Mainland China in the future, such work papers will not be subject to inspection by the PCAOB.
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.
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
Furthermore, there have been recent deliberations within the U.S. government regarding potentially limiting or restricting China-based companies from accessing U.S. capital markets. On April 21, 2020, SEC Chairman Jay Clayton and PCAOB Chairman William D.
Furthermore, there have been recent deliberations within the U.S. government regarding potentially limiting or restricting China-based companies from accessing U.S. capital markets. On April 21, 2020, the then SEC Chairman Jay Clayton and the then PCAOB Chairman William D.
Even if you are successful in bringing an action of this kind, the laws of the BVI or Hong Kong could render you unable to enforce a judgment against our assets or the assets of our directors and officers. 19 There is uncertainty as to whether the BVI courts would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or (ii) entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.
Even if you are successful in bringing an action of this kind, the laws of the BVI or Hong Kong could render you unable to enforce a judgment against our assets or the assets of our directors and officers. 18 There is uncertainty as to whether the BVI courts would (i) recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or (ii) entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.
As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States. 21 We qualify as a foreign private issuer and, as a result, we will not be subject to U.S. proxy rules and will be subject to Exchange Act reporting obligations that permit less detailed and less frequent reporting than that of a U.S. corporation.
As a result of all of the above, our public shareholders may have more difficulty in protecting their interests in the face of actions taken by our management, members of the board of directors or controlling shareholders than they would as public shareholders of a company incorporated in the United States. 20 We qualify as a foreign private issuer and, as a result, we will not be subject to U.S. proxy rules and will be subject to Exchange Act reporting obligations that permit less detailed and less frequent reporting than that of a U.S. corporation.
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. 17 The U.S.
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.
We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs. 23 The market price of our Ordinary Shares may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the initial public offering price.
We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs. 22 The market price of our Ordinary Shares may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the initial public offering price.
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. 20 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. 19 British Virgin Islands companies may not be able to initiate shareholder derivative actions, thereby depriving shareholders of the ability to protect their interests.
As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer, and accounting, reporting and other expenses in order to maintain a listing on a U.S. securities exchange. 22 We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.
As a U.S. listed public company that is not a foreign private issuer, we will incur significant additional legal, accounting and other expenses that we will not incur as a foreign private issuer, and accounting, reporting and other expenses in order to maintain a listing on a U.S. securities exchange. 21 We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.
However, if there is significant change to current political arrangements between Mainland China and Hong Kong, companies operated in Hong Kong like us may face similar regulatory risks as those operated in PRC and we cannot assure you that our auditor’s work will continue to be able to be inspected by the PCAOB.
However, if there is significant change to current political arrangements between Mainland China and Hong Kong, companies operated in Hong Kong like us may face similar regulatory risks as those operated in PRC and we cannot assure you that our auditors’ work will continue to be able to be inspected by the PCAOB.
Moreover, besides COVID-19, our business and ability to operate could also be adversely affected by 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.
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.
As a result, this concentration of ownership may not be in the best interests of our other shareholders. 18 Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud. After our initial public offering, we have become subject to the periodic reporting requirements of the Exchange Act.
As a result, this concentration of ownership may not be in the best interests of our other shareholders. 17 Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud. After our initial public offering, we have become subject to the periodic reporting requirements of the Exchange Act.
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. 16 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 Shares may not be sustained.
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, 2023, 2022 and 2021, 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, 2024, 2023 and 2022, 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, 2023 and 2022, 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, 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.
Notwithstanding the foregoing, in the event it is later determined that the PCAOB is unable to inspect or investigate completely our auditor, then such lack of inspection could cause our securities to be delisted from the stock exchange. On June 22, 2021, the U.S.
Notwithstanding the foregoing, in the event it is later determined that the PCAOB is unable to inspect or investigate completely our auditors, then such lack of inspection could cause our securities to be delisted from the stock exchange. On June 22, 2021, the U.S.
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, 2023, 2022 and 2021, 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, 2024, 2023 and 2022, a large number of our clients were companies to be listed or already listed on the HK Stock Exchange.
All our business operations were concentrated in the capital markets sector in Hong Kong for the years ended November 30, 2023, 2022 and 2021. 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.
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.
The PCAOB is currently unable to conduct inspections without the approval of the Chinese government authorities. Our U.S. auditor has 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, and we have no operations in Mainland China.
Under the HFCAA, our securities may be prohibited from trading on the Nasdaq or other U.S. stock exchanges if our auditor is 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 Ordinary Shares being delisted.
As an auditor of companies that are registered with the SEC and publicly traded in the United States and a firm registered with the PCAOB, our auditor is required under the laws of the United States to undergo regular inspections by the PCAOB to assess its compliance with the laws of the United States and professional standards.
As auditors of companies that are registered with the SEC and publicly traded in the United States and a firm registered with the PCAOB, our auditors are required under the laws of the United States to undergo regular inspections by the PCAOB to assess its compliance with the laws of the United States and professional standards.
Sales of a substantial number of our 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 Ordinary Shares and could impair our ability to raise capital through the sale or issuance of additional Ordinary Shares.
Each of our Hong Kong subsidiaries have received all requisite permissions or approvals from the Hong Kong authorities to operate their businesses in Hong Kong, including but not limited to their business registration certificates.
As of the date of this annual report, each of our Hong Kong subsidiaries have received all requisite permissions or approvals from the Hong Kong authorities to operate their businesses in Hong Kong, including but not limited to their business registration certificates.
However, certain recent developments including the Law of the People’s Republic of China on Safeguarding National Security in the Hong Kong Special Administrative Region issued by the Standing Committee of the PRC National People’s Congress in June 2020, and the signing of the HKAA in the U.S. on July 14, 2020 has led to various sanctions against certain Hong Kong individuals, including against the HKSAR chief executive Carrie Lam.
However, certain recent developments including the Law of the People’s Republic of China on Safeguarding National Security in the Hong Kong Special Administrative Region issued by the Standing Committee of the PRC National People’s Congress in June 2020, and the signing of the HKAA in the U.S. on July 14, 2020 has led to various sanctions against certain Hong Kong individuals, including against the then HKSAR chief executive Carrie Lam and John Lee, who later replaced Carrie Lam as chief executive on July 1, 2022.
Our previous auditor, Friedman LLP, was headquartered in New York, New York, and our current auditor, Marcum Asia CPAs LLP, is headquartered in New York, New York, and neither auditors appeared as part of the report under the lists in its Appendix A or Appendix B.
Our previous auditor, Marcum Asia CPAs LLP, was headquartered in New York, New York, and our current auditor, SFAI Malaysia PLT, is headquartered in Kuala Lumpur, Malaysia, and neither auditors appeared as part of the report under the lists in its Appendix A or Appendix B.
As of December 31, 2023, the total number of listed companies in the HK Stock Exchange was 2,603, compared to 2,597 listed companies as of December 31, 2022.
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.
If any of the abovementioned natural disasters, health epidemics or other outbreaks were to occur in Hong Kong, our operation may experience material disruptions, such as temporary closure of our offices and suspension of services, which may materially and adversely affect our business, financial condition and results of operations. 14 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.
If any of the abovementioned natural disasters, health epidemics or other outbreaks were to occur in Hong Kong, our operation may experience material disruptions, such as temporary closure of our offices and suspension of services, which may materially and adversely affect our business, financial condition and results of operations.
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. 3 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 Ordinary Shares to investors and cause the value of our Ordinary Shares to significantly decline or be worthless.
However, we have been advised by CFN Lawyers LLC that uncertainties still exist, due to the possibility that laws, regulations, or policies in Hong Kong could change rapidly in the future.
However, uncertainties still exist, due to the possibility that laws, regulations, or policies in Hong Kong could change rapidly in the future.
On August 7, 2020 the U.S. government imposed HKAA-authorized sanctions on eleven individuals, including Hong Kong Special Administrative Region (“HKSAR”) chief executive Carrie Lam. On October 14, 2020, the U.S.
On August 7, 2020 the U.S. government imposed HKAA-authorized sanctions on eleven individuals, including the then Hong Kong Special Administrative Region (“HKSAR”) chief executive Carrie Lam and John Lee, who later replaced Carrie Lam as chief executive on July 1, 2022. On October 14, 2020, the U.S.
We have been advised by CFN Lawyers LLC, our U.S. counsel, that based on their understanding of the current Hong Kong laws, as of the date of this annual report, the Company and its subsidiaries IJL and ITL are not required to obtain any permissions or approvals from Hong Kong authorities before listing in the U.S. and issuing our Ordinary Shares to foreign investors.
As of the date of this annual report, the Company and its subsidiaries IJL and ITL are not required to obtain any permissions or approvals from Hong Kong authorities before listing in the U.S. and issuing our Ordinary Shares to foreign investors.
However, the number of newly listed companies in 2023 up to December 31, 2023 decreased to 14 companies as compared to 21 companies for the same period in 2022 (source: https://www.hkex.com.hk/Market-Data/Statistics/Consolidated-Reports/HKEX-Monthly-Market-Highlights?sc_lan&sc_lang=en&select={2EA751A5-CB84-41A8-B99D-9C8BC53AA367} ) 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, 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, uncertainties still exist, due to the possibility that laws, regulations, or policies in the PRC could change rapidly in the future. 5 In the event that (i) the PRC government expands the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC or if applicable laws, regulations or interpretations change and IGL, IJL and ITL are required to obtain such permissions or approvals, (ii) IGL, IJL and ITL inadvertently conclude that relevant permissions or approvals were not required or (iii) IGL, IJL and ITL did not receive or maintain relevant permissions or approvals required, any action taken by the PRC government could significantly limit or completely hinder our operations in Hong Kong and our ability to offer or continue to offer securities to investors and could cause the value of our securities to significantly decline or be worthless.
In the event that (i) the PRC government expands the categories of industries and companies whose foreign securities offerings are subject to review by the CSRC or the CAC or if applicable laws, regulations or interpretations change and IGL, IJL and ITL are required to obtain such permissions or approvals, (ii) IGL, IJL and ITL inadvertently conclude that relevant permissions or approvals were not required or (iii) IGL, IJL and ITL did not receive or maintain relevant permissions or approvals required, any action taken by the PRC government could significantly limit or completely hinder our operations in Hong Kong and our ability to offer or continue to offer securities to investors and could cause the value of our securities to significantly decline or be worthless. 5 Adverse regulatory developments in China may subject us to additional regulatory review, and additional disclosure requirements and regulatory scrutiny to be adopted by the SEC in response to risks related to recent regulatory developments in China may impose additional compliance requirements for companies like us with Hong Kong-based operations, all of which could increase our compliance costs and subject us to additional disclosure requirements.
Since these statements and regulatory actions are new, it is highly uncertain how soon the PRC legislative or administrative regulation making bodies will respond or what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, or what the potential impact that any such modified or new laws and regulations would have on our daily business operations, the ability to accept foreign investments and list on an U.S. or other foreign exchange.
Since these statements and regulatory actions are new, it is highly uncertain how soon the PRC legislative or administrative regulation making bodies will respond or what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, or what the potential impact that any such modified or new laws and regulations would have on our daily business operations, the ability to accept foreign investments and list on an U.S. or other foreign exchange. 3 The Chinese government may intervene in or influence our operations at any time and may exert more control over offerings conducted overseas and foreign investment in China-based issuers, which may result in a material change in our operations and/or the value of our Ordinary Shares.
Our management believes that the assumptions underlying our financial statements and the above allocations are reasonable. Our financial statements, however, may not necessarily reflect our results of operations, financial position and cashflows as if we had operated as a separate, stand-alone company during the periods presented. You should not view our historical results as an indicator of our future performance.
Our financial statements, however, may not necessarily reflect our results of operations, financial position and cashflows as if we had operated as a separate, stand-alone company during the periods presented. You should not view our historical results as an indicator of our future performance. B. Capitalization and indebtedness. Not applicable. C. Reasons for the offer and use of proceeds.
If any of our subsidiaries incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us. Under the current practice of the Inland Revenue Department of Hong Kong, no tax is payable in Hong Kong in respect of dividends paid by us.
If any of our subsidiaries incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us.
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 Ordinary Shares registered for resale as part of the Resale Prospectus, once registered, will constitute a considerable percentage of our public float.
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.
Wai Lau, our Controlling Shareholder, hold an aggregate of 68.61% or more of our Shares. 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 68.61% of the total voting power, assuming that the underwriters do not exercise their over-allotment option.
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.
If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business. 24 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.
In the past, shareholders have filed securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business.
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. 15 Risks Related to Our Corporate Structure We may rely on dividends and other distributions on equity paid by our subsidiaries to fund our cash and financing requirements, and any limitation on the ability of our subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business.
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.
No such permissions or approvals have been applied for by the Company and its subsidiaries or denied by any relevant authorities. As of the date of this annual report, IGL does not require any requisite permissions or approvals from the Hong Kong authorities to operate their businesses.
No such permissions or approvals have been applied for by the Company and its subsidiaries or denied by any relevant authorities.
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. If you purchase Ordinary Shares offered by us in this offering, you will incur immediate and substantial dilution in the book value of your shares.
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.
You should carefully consider the following information about these risks, together with the other information appearing elsewhere in this annual report, before deciding to invest in our Ordinary Shares. The occurrence of any of the following risks could have a material adverse effect on our business, financial condition, results of operations and future growth prospects.
Not applicable. D. Risk factors An investment in our Ordinary Shares involves a high degree of risk. You should carefully consider the following information about these risks, together with the other information appearing elsewhere in this annual report, before deciding to invest in our Ordinary Shares.
The summary consolidated statements of operations and cash flow For the Year Ended November 30, 2021 2022 2023 HK$ HK$ HK$ US$ REVENUE 22,544,000 14,331,576 20,539,218 2,630,030 Operating expenses Direct cost of revenues 1,795,832 2,492,304 4,505,483 576,923 Selling expenses 1,556,607 957,546 3,276,562 419,561 General and administrative expenses 5,707,936 7,073,360 8,623,437 1,104,225 Income from operation 13,483,625 3,808,366 4,133,736 529,321 Financial expense (8,158 ) (97,167 ) (108,259 ) (13,863 ) Other income, nets 120,329 280,241 574,127 73,517 INCOME BEFORE INCOME TAXES 13,595,796 3,991,440 4,599,604 588,975 Income tax expenses 1,916,689 512,429 530,625 67,946 NET INCOME 11,679,107 3,479,011 4,068,979 521,029 For the Year Ended November 30, 2021 2022 2023 HK$ HK$ HK$ US$ Net cash provided by operating activities 10,192,111 7,066,941 2,728,981 349,443 Net cash (used in) provided by investing activities (5,089,087 ) (50,067 ) 6,560 840 Net cash provided by (used in) financing activities 3,483,000 (4,547,805 ) 7,082,765 906,943 NET CHANGE IN CASH AND CASH EQUIVALENTS 8,586,024 2,469,069 9,818,306 1,257,226 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 4,423,412 13,009,436 15,478,505 1,982,010 CASH AND CASH EQUIVALENTS AT END OF YEAR 13,009,436 15,478,505 25,296,811 3,239,236 1 The summary consolidated balance sheet as at November 30, 2022 and 2023 As of November 30, 2022 2023 2023 HK$ HK$ US$ ASSETS Current assets: Cash and cash equivalents 15,478,505 25,296,811 3,239,236 Accounts receivable, net 2,685,876 5,420,540 694,096 Prepayments and other receivables 197,649 80,000 10,244 Due from related parties 37,937 — — Total current assets 18,399,967 30,797,351 3,943,576 Non-current assets: Property and equipment, net 174,898 34,748 4,449 Right-of-use assets 286,427 1,181,941 151,347 Deferred offering costs 2,172,377 1,544,276 197,743 Long term deposit — 265,980 34,058 Deferred tax assets — 355,566 45,530 Total non-current assets 2,633,702 3,382,511 433,127 Total assets 21,033,669 34,179,862 4,376,703 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Accruals and other payables 290,645 150,940 19,328 Contract liabilities 1,166,837 1,519,584 194,581 Bank borrowings 454,584 460,502 58,967 Operating lease liabilities 255,968 863,508 110,572 Due to related parties — 7,536,359 965,024 Taxes payables 2,838,099 3,718,174 476,109 Total current liabilities 5,006,133 14,249,067 1,824,581 Other liabilities: Bank borrowings, net of current portion 2,953,174 2,493,662 319,311 Operating lease liabilities, net of current portion — 293,792 37,620 Total other liabilities 2,953,174 2,787,454 356,931 Total liabilities 7,959,307 17,036,521 2,181,512 COMMITMENTS AND CONTINGENCIES SHAREHOLDERS’ EQUITY Ordinary Shares, US$0.00001 par value; 500,000,000 shares authorized; 11,250,000 shares issued and outstanding as of November 30, 2022 and 2023, respectively* 874 874 112 Additional paid-up capital 2,010,103 2,010,103 257,392 Retained earnings 11,063,385 15,132,364 1,937,687 Total shareholders’ equity 13,074,362 17,143,341 2,195,191 Total liabilities and shareholders’ equity 21,033,669 34,179,862 4,376,703 * Giving retroactive effect to the 10,000-for-1 share split effected on November 7, 2021.
The summary consolidated statements of operations and cash flow For the Year Ended November 30, 2022 2023 2024 HK$ 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 ) For the Year 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 1 The summary consolidated balance sheet as at November 30, 2023 and 2024 As of November 30, 2023 2024 2024 HK$ HK$ US$ ASSETS 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 Non-current assets: Property and equipment, net 34,748 28,327 3,641 Right-of-use assets 1,181,941 353,218 45,398 Deferred offering costs 1,544,276 — — Long term deposit and prepayments 265,980 500,000 64,263 Deferred tax assets 355,566 1,159,587 149,038 Total non-current assets 3,382,511 2,041,132 262,340 Total assets 34,179,862 71,729,306 9,219,113 LIABILITIES AND SHAREHOLDERS’ EQUITY 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 Other liabilities: Bank borrowings, net of current portion 2,493,662 2,012,828 258,702 Operating lease liabilities, net of current portion 293,792 — — Total other liabilities 2,787,454 2,012,828 258,702 Total liabilities 17,036,521 7,124,051 915,630 COMMITMENTS AND CONTINGENCIES SHAREHOLDERS’ EQUITY Ordinary Shares, US$0.00001 par value; 500,000,000 shares authorized; 11,250,000 shares issued and outstanding as of November 30, 2023 874 — — Class A Ordinary shares, US$0.00001 par value, 450,000,000 shares authorized, and 13,125,000 shares issued and outstanding as of November 30, 2024 — 1,021 131 Class B Ordinary shares, US$0.00001 par value, 50,000,000 shares authorized, and 0 share issued and outstanding as of November 30, 2024* — — — Additional paid-up capital 2,010,103 49,897,579 6,413,158 Retained earnings 15,132,364 14,706,655 1,890,194 Total shareholders’ equity 17,143,341 64,605,255 8,303,483 Total liabilities and shareholders’ equity 34,179,862 71,729,306 9,219,113 * Number of shares divided as 450,000,000 Class A ordinary shares with a par value of US$0.00001 per share (the “Class A Ordinary Shares”) and 50,000,000 class B ordinary shares with a par value of US$0.00001 per share (the “Class B Ordinary Shares”), were approved by the board of directors on November 27, 2024.
In these circumstances, the market price of our Ordinary Shares could decline, and you may lose all or part of your investment. 2 Risks Related to Doing Business in Jurisdictions We Operate All our operations are in Hong Kong.
The occurrence of any of the following risks could have a material adverse effect on our business, financial condition, results of operations and future growth prospects. In these circumstances, the market price of our Ordinary Shares could decline, and you may lose all or part of your investment.
We cannot assure that our internal control system has no deficiencies or inherent limitations, or that it can fully prevent us from our employee misconduct.
We cannot assure that our internal control system has no deficiencies or inherent limitations, or that it can fully prevent us from our employee misconduct. Such deficiencies or inherent limitations may adversely affect our financial condition and results of operations. We face risks related to natural disasters, health epidemics and other outbreaks, which could significantly disrupt our operations.
The recent global market and economic crisis stemming from COVID-19 resulted in recessions occurring in most major economies.
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. The recent global market and economic crisis stemming from COVID-19 resulted in recessions occurring in most major economies.
We face risks related to natural disasters, health epidemics and other outbreaks, which could significantly disrupt our operations. We are vulnerable to natural disasters and other calamities.
We are vulnerable to natural disasters and other calamities.
For more information on the dilution you may experience as a result of investing in this offering, see “Dilution.” Our directors, officers and principal shareholders have significant voting power and may take actions that may not be in the best interests of our other shareholders. As of the date of this annual report, our directors, officers and Ms.
During the period of our Controlling Shareholder possessing controlling or significant ownership of our Ordinary Shares, investors may not be able to affect the outcome of our corporate actions. Our directors, officers and principal shareholders have significant voting power and may take actions that may not be in the best interests of our other shareholders.
Removed
B. Capitalization and indebtedness. Not applicable. C. Reasons for the offer and use of proceeds. Not applicable. D. Risk factors An investment in our Ordinary Shares involves a high degree of risk.
Added
The Company, for good and valuable consideration, planned to repurchase 1,500,000 shares of the Majority Shareholder’s Class A Ordinary Shares and 1,500,000 Class B Ordinary Shares to the Majority Shareholder. 2 Our management believes that the assumptions underlying our financial statements and the above allocations are reasonable.
Removed
The Chinese government may intervene in or influence our operations at any time and may exert more control over offerings conducted overseas and foreign investment in China-based issuers, which may result in a material change in our operations and/or the value of our Ordinary Shares.
Added
Risks Related to Doing Business in Jurisdictions We Operate All our operations are in Hong Kong.
Removed
Such deficiencies or inherent limitations may adversely affect our financial condition and results of operations. 13 A sustained outbreak of the COVID-19 pandemic could have a material adverse impact on our business, operating results and financial condition.
Added
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.
Removed
Since late December 2019, the outbreak of a novel strain of coronavirus, later named COVID-19, spread rapidly throughout China and later to the rest of the world. On January 30, 2020, the International Health Regulations Emergency Committee of the World Health Organization declared the outbreak a PHEIC, and later on March 11, 2020 a global pandemic.
Added
However, uncertainties still exist, due to the possibility that laws, regulations, or policies in the PRC could change rapidly in the future.
Removed
The COVID-19 outbreak has led governments across the globe to impose a series of measures intended to contain its spread, including border closures, travel bans, quarantine measures, social distancing, and restrictions on business operations and large gatherings.
Added
Currently, Hong Kong has a separate legal system from mainland China, and it has its legislative framework and judiciary independent of that of the PRC government.
Removed
From 2020 to the middle of 2021, COVID-19 vaccination program had been greatly promoted around the globe, however several types of COVID-19 variants emerged in different parts of the world. For example, a wave of infections caused by the Omicron variant emerged in Shanghai in early 2022, and a series of restrictions and quarantines were implemented to contain the spread.
Added
Nonetheless, the recent regulatory developments in China, in particular with respect to restrictions on China-based companies raising capital offshore, may lead to additional regulatory review in China over our financing and capital raising activities in the United States.
Removed
China began to modify its zero-COVID policy at the end of 2022, and most of the travel restrictions and quarantine requirements were lifted in December 2022. 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
In addition, we may be subject to industry-wide regulations that may be adopted by the relevant PRC authorities, which may have the effect of limiting our service offerings, restricting the scope of our operations in Hong Kong, or causing the suspension or termination of our business operations in Hong Kong entirely.
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 COVID-19 pandemic.
Added
We may have to adjust, modify, or completely change our business operations in response to adverse regulatory changes or policy developments, and we cannot assure you that any remedial action adopted by us can be completed in a timely, cost efficient, or liability-free manner or at all.
Removed
This outbreak of COVID-19 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. 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.
Added
On July 30, 2021, in response to the recent regulatory developments in China and actions adopted by the PRC government, the Chairman of the SEC issued a statement asking the SEC staff to seek additional disclosures from offshore issuers associated with China-based operating companies (including Hong Kong) before their registration statements will be declared effective.
Removed
If any of our employees has contracted or is suspected of having contracted COVID-19, these employees will be required to be quarantined and they could pass it to other of our employees, potentially resulting in severe disruption to our business. Furthermore, our results of operations have been affected by the COVID-19 pandemic.
Added
On August 1, 2021, the CSRC issued a statement saying that it had taken note of the new disclosure requirements announced by the SEC regarding the listings of Chinese companies and the recent regulatory development in China, and that both countries should strengthen communications on regulating China-related issuers.
Removed
Due to the instability of global financial markets and other economic and financial challenges brought about by COVID-19, our businesses and clients have been adversely affected by travel restrictions preventing PRC residents from travelling to Hong Kong. More broadly, the COVID-19 pandemic threatens global economies and has caused significant market volatility and declines in general economic activities.
Added
Since we operate in Hong Kong, we cannot guarantee that we will not be subject to tightened regulatory review and we could be exposed to government interference from China.
Removed
This may have severely dampened the confidence in global markets and potential clients.
Added
In February and March 2025, the Trump administration implemented tariffs on various goods imported from Canada, Mexico and China and announced an intention to implement targeted and broad-based tariffs on certain other goods imported from several countries and/or increase the rate or scope of existing tariffs.
Removed
Any future impact on our results of operations will depend on, to a large extent, future developments and new information on the ongoing COVID-19 pandemic as well as other possible health epidemics and outbreaks and the actions taken by government authorities and other entities to contain the spread or treat its impact, almost all of which are beyond our control.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

18 edited+16 added−13 removed121 unchanged
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. 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. 29 Seasonality Our operating results and operating cash flows historically have not been subject to seasonal variations.
The Company has complied the PDPO as at the date of this annual report. 35 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.
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.
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. 31 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.
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.
The Company has complied with the Mandatory Provident Fund Schemes as of the date of this annual report. 32 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. 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 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. 34 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.
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.
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. 33 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. 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.
Our principal executive office is located at Unit 2803, Level 28, Admiralty Centre, Tower 1, 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.
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.
The number of clients who are listed companies on the HK Stock Exchange increased from 28 companies for the year ended November 30, 2021 to 31 and 36 companies for the year ended November 30, 2022 and 2023, respectively.
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.
Since our establishment in 2016, we have been engaged by 113 clients, among which 65 are listing applicants or listed companies on the HK Stock Exchange.
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.
Our top five clients accounted for approximately 39.8%, 42.2% and 58.3% of our revenue for the years ended November 30, 2023, 2022 and 2021, respectively. 29 Sales and Marketing The sales and marketing function is performed by our Financial PR execution team.
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.
We have not experienced any work stoppages. The Group also participates and is in compliance with a pension scheme under the rules and regulations of the Mandatory Provident Fund Scheme Ordinance (the “MPF Scheme”) for all employees in Hong Kong, which is a defined contribution retirement scheme.
The Group also participates and is in compliance with a pension scheme under the rules and regulations of the Mandatory Provident Fund Scheme Ordinance (the “MPF Scheme”) for all employees in Hong Kong, which is a defined contribution retirement scheme.
We enter into standard confidentiality and employment agreements with our employees. We believe that we maintain a good working relationship with our employees and we have not experienced any material labor dispute. All of our employees are employed in Hong Kong, and are not represented by a labor organization or covered by a collective bargaining agreement.
We believe that we maintain a good working relationship with our employees and we have not experienced any material labor dispute. All of our employees are employed in Hong Kong, and are not represented by a labor organization or covered by a collective bargaining agreement. We have not experienced any work stoppages.
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.
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.
Property Plant and Equipment During the years ended November 30, 2021, 2022 and 2023, we leased the following properties to support our business activities and operations: Our principal executive office is located at Unit 2803, Level 28, Admiralty Centre, Tower 1, 18 Harcourt Road, Admiralty, Hong Kong, where we sub-lease two office rooms from this space for exclusive use, consisting of approximately 283 square feet and 180 square feet of office space, respectively.
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.
We believe that our 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. 30 Employees As of November 30, 2023, we had 17 employees, all of whom were full-time employees and were located in Hong Kong, comprising of 4 management personnel, 4 finance and administrative staff and 9 marketing staff.
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.
Securities and Exchange Commission (the “Commission”) on May 23, 2023 (as amended, the “Registration Statement”) was declared effective by the Commission on February 28, 2024. On March 22, 2024, IGL completed its IPO and listed its Ordinary Shares on the Nasdaq Capital Market under the symbol “INTJ”. 25 B.
Securities and Exchange Commission (the “Commission”) on May 23, 2023 (as amended, the “Registration Statement”) was declared effective by the Commission on February 28, 2024.
Facilities Our principal executive office is located at Unit 2803, Level 28, Admiralty Centre, Tower 1, 18 Harcourt Road, Admiralty, Hong Kong, where we sub-lease two office rooms from this space for exclusive use, consisting of approximately 283 square feet and 180 square feet of office space, respectively.
Facilities 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. 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.
All shares and per share amounts used elsewhere in this annual report and the consolidated financial statements have been retroactively restated to reflect the share split.
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.
Removed
We also have access to shared areas under the sub-lease consisting of a common area, VIP room and reception that consists of approximately 384 square feet, 617 square feet and 945 square feet of office space, respectively. We sub-leased this portion of space under one sublease that began on February 14, 2023 and will terminate on March 31, 2025.
Added
On March 22, 2024, IGL completed its IPO of 1,875,000 Ordinary Shares at a public offering price of $4.00 per share for total net proceeds of $6.3 million and listed its Ordinary Shares on the Nasdaq Capital Market under the symbol “INTJ”.
Removed
Prior to our current lease, our principal executive office was located at 6/F, Wing On Cheong Building, 5 Wing Lok Street, Sheung Wan, Hong Kong, where we leased all of the sixth floor of the building, consisting of approximately 1,530 square feet of office space, respectively.
Added
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”).
Removed
The previous lease had a two-year term ending on June 30, 2023, however we terminated the lease early on February 13, 2023 with no penalty charged by the landlord.
Added
The majority shareholder of the Company, Ms. Wai Lau (the “Majority Shareholder”) further approved the Corporate Actions by written resolution of the shareholder on that same date.
Removed
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
At the close of business on November 25, 2024, the record date for the determination of shareholders entitled to vote on the Corporate Actions, there were 13,125,000 ordinary shares outstanding, each share being entitled to one vote, constituting all of the outstanding voting securities of the Company.
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. We will continue to watch the economy unfold carefully.
Added
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.
Removed
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
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.
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.
Added
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.
Removed
If any of our employees has contracted or is suspected of having contracted virus, these employees will be required to be quarantined and they could pass it to other of our employees, potentially resulting in severe disruption to our business.
Added
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.
Removed
Any future impact on our results of operations will depend on, to a large extent, future developments and new information on other possible health epidemics and outbreaks and the actions taken by government authorities and other entities to contain the spread or treat its impact, almost all of which are beyond our control.
Added
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.
Removed
Given the general slowdown in economic conditions globally, volatility in the capital markets on the Financial PR markets, we cannot assure you that we will be able to maintain the growth rate we have experienced or projected. We will continue to closely monitor the situation throughout 2024 and beyond.
Added
The re-designation of its ordinary shares of a single class each with a par value of US$0.00001 (issued and unissued) (the “Ordinary Shares”) that (a) all the currently issued 13,125,000 Ordinary Shares be and are re-designated into Class A ordinary shares each with a par value of US$0.00001 with one (1) vote per share but with all rights and restrictions remaining identical to the Ordinary Shares (the “Class A Ordinary Shares”) on a one-for-one basis, (b) the remaining authorized but unissued Ordinary Shares be and are re-designated into (i) 436,875,000 Class A Ordinary Shares and (ii) 50,000,000 Class B ordinary shares each with a par value of US$0.00001 with fifty (50) votes per share (the “Class B Ordinary Shares”) on a one-for-one basis and (c) such that the Company will be authorized to issue a maximum of 500,000,000 shares each with a par value of US$0.00001 divided into (i) 450,000,000 Class A Ordinary Shares and (ii) 50,000,000 Class B Ordinary Shares (the “Redesignation”); 2.
Removed
We also have access to shared areas under the sub-lease consisting of a common area, VIP room and reception that consists of approximately 384 square feet, 617 square feet and 945 square feet of office space, respectively. We sub-leased this portion of space under one sublease that began on February 14, 2023 and will terminate on March 31, 2025.
Added
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.
Removed
Prior to our current lease, our principal executive office was located at 6/F, Wing On Cheong Building, 5 Wing Lok Street, Sheung Wan, Hong Kong, where we leased all of the sixth floor of the building, consisting of approximately 1,530 square feet of office space, respectively.
Added
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.
Removed
The previous lease had a two-year term ending on June 30, 2023, however we terminated the lease early on February 13, 2023 with no penalty charged by the landlord. 36 Item 4A. Unresolved Staff Comments Not applicable
Added
As a result of this transaction, the Majority Shareholder possesses voting power in the Company equal to 82,504,500 votes and there are 11,625,000 Class A Ordinary Shares and 1,500,000 Class B Ordinary Shares issued and outstanding in the Company.
Added
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.
Added
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
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 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

69 edited+25 added−28 removed38 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 slowdowns, and 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 will in turn materially and adversely affect our market share, financial condition and results of operations.
Our referral fee represented the referral expenses paid to agents for introducing new customers to the Group and amounted to HK$235,122 for the year ended November 30, 2022. The referral fee increased by HK$ 54,878, or 23%, to HK$ 290,000 (US$ 37,314) for the year ended November 30, 2023, mainly due to increase in business activities.
Our referral fee represented the referral expenses paid to agents for introducing new customers to the Group. Referral fee amounted to HK$235,122 for the year ended November 30, 2022. The referral fee increased by HK$ 54,878, or 23%, to HK$ 290,000 (US$ 37,314) for the year ended November 30, 2023, mainly due to increase in business activities.
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. 37 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.
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.
We will continue to watch the economy unfold carefully. 38 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.
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.
Given the general slowdown in economic conditions globally, volatility in the capital markets on the Financial PR markets, we cannot assure you that we will be able to maintain the growth rate we have experienced or projected. We will continue to closely monitor the situation throughout 2024 and beyond.
Given the general slowdown in economic conditions globally, volatility in the capital markets on the Financial PR markets, we cannot assure you that we will be able to maintain the growth rate we have experienced or projected. We will continue to closely monitor the situation throughout 2025 and beyond.
The net other income increased by HK$293,886, or 104% from HK$280,241 for the year ended November 30, 2022 to HK$574,127 (US$73,517) for the year ended November 30, 2023, mainly due to the increase in bank interest income arising from the fixed term deposit during the year ended November 30, 2023.
The net other income increased by HK$293,886, or 105%, from HK$280,241 for the year ended November 30, 2022 to HK$574,127 (US$73,517) for the year ended November 30, 2023, mainly due to the increase in bank interest income arising from the fixed term deposit during the year ended November 30, 2023.
Our IT expenses decreased by HK$87,218, or 56%, from HK$154,141 for the year ended November 30, 2022 to HK$66,923 (US$8,569) for the year ended November 30, 2023 as the development of the online platform and subsequent website content improvement, which was used to promote our company and expand our customer base, had been substantially completed between the second half of 2021 and early 2022.
Our IT expenses decreased by HK$87,218, or 56%, from HK$154,141 for the year ended November 30, 2022 to HK$66,923 for the year ended November 30, 2023 as the development of the online platform and subsequent website content improvement, which was used to promote our company and expand our customer base, had been substantially completed between the second half of 2021 and early 2022.
Our rent and rates mainly represented the rental expense on our office located in Hong Kong. We entered into a new lease agreement with an external third party (“the landlord”) for the leasing of office premise in Hong Kong with a lease term of 25 months.
Our rent and rates mainly represented the rental expense on our office located in Hong Kong. We entered into a new lease agreement with an external third party (“the landlord”) for the leasing of office premise in Hong Kong with a lease term of 25 months started in March 2023.
RESULTS OF OPERATIONS The following table sets forth a summary of our consolidated statements of operations for the years ended November 30, 2021, 2022 and 2023.
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.
Wai Lau is a director, CEO and Controlling Shareholder of the Company — — 6,358,430 814,192 Shenzhen Huiyue Technology Co., Ltd An entity wholly owned by Ms. Wai Lau — — 1,177,929 150,832 Total — — 7,536,359 965,024 Balances represented the funds advanced to/(loaned from) Ms. Wai Lau and a related company which is wholly owned by Ms.
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 — — Balances represented the funds advanced to (loaned from) Ms. Wai Lau and a related company which is wholly owned by Ms.
The entertainment expense increased by HK$2,325,708, from HK$354,652 for the year ended November 30, 2022 to HK$2,680,360 (US$343,218) for the year ended November 30, 2023, mainly due to the increase in capital market activities as a result of positive market sentiment. Following the lifting of the strict lockdown measures in phase, our business development events gradually resumed.
Our entertainment expense increased by HK$2,325,708, or 656%, from HK$354,652 for the year ended November 30, 2022 to HK$2,680,360 for the year ended November 30, 2023, mainly due to the increase in capital market activities as a result of positive market sentiment. Following the lifting of the strict lockdown measures in phase from COVID-19, our business development events gradually resumed.
Our staff costs increased by HK$471,228, or 45%, from HK$1,035,572 for the year ended November 30, 2022 to HK$1,506,800 (US$192,944) for the year ended November 30, 2023, mainly due to more employees are recruited, and the average salary are raised as well. 41 IT expenses.
Our staff costs increased by HK$471,228, or 45%, from HK$1,035,572 for the year ended November 30, 2022 to HK$1,506,800 for the year ended November 30, 2023, mainly due to more employees are recruited, and the average salary are raised as well.
Advertisement expense increased by HK$52,414, from HK$28,374 for the year ended November 30, 2022 to HK$80,785 (US$10,344) for the year ended November 30, 2023, mainly due to an increase in advertising activities undertaken during 2023.
Advertisement expense increased by HK$52,414, or 185%, from HK$28,374 for the year ended November 30, 2022 to HK$80,785 for the year ended November 30, 2023, mainly due to an increase in advertising activities undertaken during 2023.
Our professional and consultancy fee decreased by HK$813,555, or 23%, from HK$3,442,002 for the year ended November 30, 2022 to HK$2,628,447 (US$336,571) for the year ended November 30, 2023, mainly due to the reduction of some advisory fees and other professional fees in relation to our proposed listing. Rent and rates.
Our professional and consultancy fee decreased by HK$813,555, or 24%, from HK$3,442,002 for the year ended November 30, 2022 to HK$2,628,447 for the year ended November 30, 2023, mainly due to the reduction of some advisory fees and other professional fees in relation to our proposed listing.
The frequency of business travel and business entertainment are increased. Advertisement expense. Our advertisement expense represented our advertising expenses on media platforms, with the objective of having a higher media presence and generating organic traffic that could help to increase our brand awareness and attract the attention of potential customers.
Our advertisement expense represented our advertising expenses on media platforms, with the objective of having a higher media presence and generating organic traffic that could help to increase our brand awareness and attract the attention of potential customers.
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.
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.
Our staff costs amounted to HK$3,160,163 (US$404,656), HK$2,096,145 and HK$1,991,665 for the years ended November 30, 2023, 2022 and 2021, 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$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.
The income tax increased by HK$18,196, or 3.5%, from HK$512,429 for the year ended November 30, 2022 to HK$530,625 (US$67,946) for the year ended November 30, 2023, primarily due to increase in income before income taxes.
Our income tax increased by HK$18,196, or 4%, from HK$512,429 for the year ended November 30, 2022 to HK$530,625 for the year ended November 30, 2023, primarily due to increase in income before income taxes.
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.
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.
The office expenses increased by HK$646,691, from HK$413,251 for the year ended November 30, 2022 to HK$1,059,942 (US$135,725) for the year ended November 30, 2023, mainly due to the purchased of office consumables increased as move to the new office. Provision for doubtful accounts .
The office expenses increased by HK$646,691, or 156%, from HK$413,251 for the year ended November 30, 2022 to HK$1,059,942 for the year ended November 30, 2023, mainly due to the purchased of office consumables increased as move to the new office.
CAPITAL EXPENDITURES Our Group incurred capital expenditures of HK$31,377, HK$12,129 and HK$nil for the years ended November 30, 2023, 2022 and 2021, respectively. The Group is not anticipated to have any material capital expenditure in the next 12 months. RELATED PARTY TRANSACTIONS AND BALANCES As of November 30, 2023, our Group had funds loaned from Ms.
CAPITAL EXPENDITURES Our Group incurred capital expenditures of HK$nil, HK$31,377 and HK$12,129 for the years ended November 30, 2024, 2023 and 2022, respectively. The Group is not anticipated to have any material capital expenditure in the next 12 months. 46 RELATED PARTY TRANSACTIONS AND BALANCES As of November 30, 2024, our group made payments on behalf of Ms.
As of December 31, 2023, the total number of listed companies in the HK Stock Exchange was 2,603, compared to 2,597 listed companies as of December 31, 2022.
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.
Our Project-based financial PR services revenue increased by HK$1,524,222 or 140%, from HK$1,083,333 for the year ended November 30, 2022 to HK$2,607,555 (US$333,895) for the year ended November 30, 2023, since the restrictive measures related to the COVID-19 pandemic have gradually been lifted in China starting from December 2022.
Project-based financial PR services revenue increased by HK$1,524,222 or 140%, from HK$1,083,333 for the year ended November 30, 2022 to HK$2,607,555 for the year ended November 30, 2023, s ince the restrictive measures related to the COVID-19 pandemic have gradually been lifted in China starting from December 2022, following the lifting of the strict lockdown measures in phase, our business development events gradually resumed.
From year of assessment of 2019/2020 onwards, Hong Kong profits tax rates are 8.25% on assessable profits up to HK$2,000,000, and 16.5% on any part of assessable profits over HK$2,000,000.
Hong Kong profits tax Our Hong Kong subsidiaries are subject to a tax rate of 16.5% on the assessable profits arising in or derived from Hong Kong. From year of assessment of 2019/2020 onwards, Hong Kong profits tax rates are 8.25% on assessable profits up to HK$2,000,000, and 16.5% on any part of assessable profits over HK$2,000,000.
Our cash outflow used in operating activities was principally for payment of staff costs and operating expenses. For the year ended November 30, 2021, we had net cash generated from operating activities of HK$10,192,111, mainly arising from net income of HK$11,679,107 as adjusted for non-cash items and changes in operating assets and liabilities.
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 provision for doubtful accounts increased by HK$1,614,945, from HK$540,000 for the year ended November 30, 2022 to HK$2,154,945 (US$275,939) for the year ended November 30, 2023, 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. 42 Other income/(expense), net Our other income mainly represents government subsidies and bank interest income.
Our provision for doubtful accounts increased by HK$1,614,945, or 299%, from HK$540,000 for the year ended November 30, 2022 to HK$2,154,945 for the year ended November 30, 2023, 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.
Following the identification of doubtful debts, we will discuss with the relevant customers and report on their recoverability. Additionally, the Group makes specific bad debt write offs based on any specific knowledge the Group has acquired that might indicate that an account is uncollectible. Accounts receivable considered uncollectable are written off against allowances after exhaustive efforts at collection are made.
Additionally, the Group makes specific bad debt write offs based on any specific knowledge the Group has acquired that might indicate that an account is uncollectible. Accounts receivable considered uncollectable are written off against allowances after exhaustive efforts at collection are made.
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 (US$814,192) as of November 30, 2023 represented the funds advance from Ms. Wai Lau.
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.
The depreciation charge decreased by HK$240,215, or 58%, from HK$411,614 for the year ended November 30, 2022 to HK$171,527 (US$21,964) for the year ended November 30, 2023, mainly due to some 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.
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.
The amount of advance from customers which will be recognized as revenue when our performance obligation is satisfied. 44 Operating lease liabilities Our operating lease liabilities represented the current portion of the operating lease of our Hong Kong office.
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.
Others mainly represented our traveling expenses and internet maintenance cost which at HK$348,409, HK$339,398 and HK225,417 (US$28,865) and for the years ended November 30, 2021, 2022 and 2023, respectively.
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.
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 project-based Financial PR services include (i) roadshows; (ii) investor luncheons; (iii) press conference/media briefings; (iv) listing ceremonies; (v) site visit/business tours; and (vi) congratulatory advertisements. The revenue is recognized ratably over the service period.
The project-based Financial PR services include (i) roadshows; (ii) investor luncheons; (iii) press conference/media briefings; (iv) listing ceremonies; (v) site visit/business tours; and (vi) congratulatory advertisements. The revenue is recognized ratably over the service period.
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 increased by HK$352,747, or 30.2% from HK$1,166,837 as of November 30, 2022 to HK$1,519,584 (US$194,581) as of November 30, 2023.
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.
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. The one-off PR service amounted to HK$2,503,764 (US$320,605) for the year ended November 30, 2023.
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.
Direct cost of revenues increased by HK$2,013,179, or 80.78%, from HK$2,492,304 for the year ended November 30, 2022 to HK$4,505,483 (US$576,923) for the year ended November 30, 2023, mainly due to the increase in staff costs and employee compensation.
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.
During the year ended November 30, 2023, HK$2,154,945 of accounts receivable were made as allowance of doubtful debts due to lower recovery possibility; and during the year ended November 30, 2022, HK$540,000 of accounts receivable have been written off.
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$2,154,945 of accounts receivable made as allowance of doubtful debts, due to lower recovery possibility.
Wai Lau 4,777,391 — — — Total 12,699,814 37,937 — — The following table sets forth the breakdown of the balances due to related parties as of the dates indicated: Relationship As of November 30, with the Group 2021 2022 2023 2023 HK$ HK$ HK$ US$ Wai Lau Ms.
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.
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.
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.
Our administrative expenses increased by HK$1,365,424, or 23.9%, from HK$5,707,936 for the year ended November 30, 2021 to HK$7,073,360 for the year ended November 30, 2022; and increased by HK$1,550,077, or 21.9%, to HK$8,623,437 (US$1,104,224) for the year ended November 30, 2023, mainly due to increase in provision of doubtful accounts. Staff Costs.
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.
Financial PR services revenue increased by HK$1,593,718 or 14%, from HK$11,654,525 for the year ended November 30, 2021 to HK$13,248,243 for the year ended November 30, 2022, due to the gradual development of the company’s business, the Financial PR service income has also increased steadily.
Financial PR services revenue increased by HK$2,179,656 or 16%, from HK$13,248,243 for the year ended November 30, 2022 to HK$15,427,899 for the year ended November 30, 2023, due to the gradual development of the company’s business, the Financial PR service income has also increased steadily.
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 balance increased by HK$2,734,664, or 102% from HK$2,685,876 as of November 30, 2022 to HK$5,420,540 (US$694,096) as of November 30, 2023.
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$303,086) as of November 30, 2024.
However, the number of newly listed companies in 2023 up to December 31, 2023 decreased to 14 companies as compared to 21 companies for the same period in 2022 (source: https://www.hkex.com.hk/Market-Data/Statistics/Consolidated-Reports/HKEX-Monthly-Market-Highlights?sc_lan&sc_lang=en&select={2EA751A5-CB84-41A8-B99D-9C8BC53AA367} ) mainly as a result of volatility in the performance of the capital markets in Hong Kong.
The number of newly listed companies in 2024 up to December 31, 2024 increased to 22 companies as compared to 14 companies for the same period in 2023 (source: https://www.hkex.com.hk/Market-Data/Statistics/Consolidated-Reports/HKEX-Monthly-Market-Highlights?sc_lan&sc_lang=en&select={6EA87B6C-938A-48B1-8CDA-6960712E4C54}) mainly as a result of strong rebound on hopes of policy support and the recovering in the performance of the capital markets in Hong Kong.
The following table sets forth a summary of our cash flows information for the years indicated: For the Years Ended November 30, 2021 2022 2023 HK$ HK$ HK$ US$ Net cash provided operating activities 10,192,111 7,066,941 2,728,981 349,443 Net cash (used in)/provided by investing activities (5,089,087 ) (50,067 ) 6,560 840 Net cash provided by/(used in) financing activities 3,483,000 (4,547,805 ) 7,082,765 906,943 NET CHANGE IN CASH AND CASH EQUIVALENTS 8,586,024 2,469,069 9,818,306 1,257,226 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 4,423,412 13,009,436 15,478,505 1,982,010 CASH AND CASH EQUIVALENTS AT END OF YEAR 13,009,436 15,478,505 25,296,811 3,239,236 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, 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.
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. Financing activities Our cash provided by (used in) financing activities was principally for dividend payments and proceeds from bank loan.
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$9,093,124.
Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates. Some of our accounting policies require a higher degree of judgment than others in their application.
Since the use of estimates is an integral component of the financial reporting process, our actual results could differ from those estimates.
The revenue is recognized ratably over the service period. For normal Financial PR services, the Group generally receives (i) fixed service fees in respect of our provision of Financial PR services, which are payable in stages; and (ii) periodic (monthly, quarterly or semi-annually) fixed services fees in respect of our provision of retainer services to clients.
For normal Financial PR services, the Group generally receives (i) fixed service fees in respect of our provision of Financial PR services, which are payable in stages; and (ii) periodic (monthly, quarterly or semi-annually) fixed services fees in respect of our provision of retainer services to clients. 38 For the years ended November 30, 2022, 2023, and 2024, Financial PR services revenue constitutes a significant source of our revenues, which representing 92%, 75%, and 51% of our total revenues, respectively.
For the Years Ended November 30, 2021 2022 2023 HK$ HK$ HK$ US$ REVENUE 22,544,000 14,331,576 20,539,218 2,630,030 Operating expenses Direct cost of revenues 1,795,832 2,492,304 4,505,483 576,923 Selling expenses 1,556,607 957,546 3,276,562 419,561 General and administrative expenses 5,707,936 7,073,360 8,623,437 1,104,225 Income from operation 13,483,625 3,808,366 4,133,736 529,321 Financial expense (8,158 ) (97,167 ) (108,259 ) (13,863 ) Other income, nets 120,329 280,241 574,127 73,517 INCOME BEFORE INCOME TAXES 13,595,796 3,991,440 4,599,604 588,975 Income tax expenses 1,916,689 512,429 530,625 67,946 NET INCOME 11,679,107 3,479,011 4,068,979 521,029 Comparison of Years Ended November 30, 2021, 2022, and 2023 Revenue For the Years Ended November 30, 2021 2022 2023 HK$ % HK$ % HK$ US$ % Revenues: Financial PR Services 11,654,525 52 13,248,243 92 15,427,899 1,975,530 75 Project-based PR Services 10,889,475 48 1,083,333 8 2,607,555 333,895 13 One-off PR Services - - - - 2,503,764 320,605 12 Total revenues 22,544,000 100 14,331,576 100 20,539,218 2,630,030 100 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, 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.
During the year ended November 30, 2023, HK$2,154,945 of accounts receivable were made as allowance of doubtful debts due to lower recovery possibility; and during the year ended November 30, 2022, HK$540,000 of accounts receivable have been written off. 47
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.
Our selling expenses are HK$1,556,607, HK$957,546 and HK$ 2,680,360 (US$419,561) for the years ended November 30, 2021, 2022 and 2023, respectively. Entertainment 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.
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. 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.
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.
Our operating lease liabilities increased by HK$607,540, or 237% from HK$255,968 as of November 30, 2022 to HK$863,508 (US$110,572) as of November 30, 2023 which was mainly due to the new lease for our new office premises.
Our operating lease liabilities decreased by HK$569,716, or 66% from HK$863,508 as of November 30, 2023 to HK$293,792 (US$37,760) as of November 30, 2024 which was mainly due to regular amortization of our new office premises.
For the year ended November 30, 2021, we had net cash provided by financing activities of HK$3,483,000, primarily consisting of proceeds from bank loan of HK$3,483,000.
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$460,717.
Administrative expenses The following table set forth the breakdown of our administrative expenses for the years indicated: For the Years Ended November 30, 2021 2022 2023 HK$ HK$ HK$ US$ Staff costs 995,833 1,035,572 1,506,800 192,944 IT expenses 1,666,739 154,141 66,923 8,569 Professional and consultancy fee 864,696 3,442,002 2,628,447 336,571 Rent and rates 486,639 494,500 772,529 98,922 Depreciation 411,614 411,742 171,527 21,964 Office expenses 241,287 413,251 1,059,942 135,725 Provision for doubtful accounts 617,014 540,000 2,154,945 275,939 Others 424,114 582,152 262,324 33,591 Total Administrative expense 5,707,936 7,073,360 8,623,437 1,104,225 Our administrative expenses mainly represented staff costs, IT expenses, professional and consultancy fee, rent and rates, depreciation, office expenses, provision for doubtful accounts and others.
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.
Affected by the larger office usage area and attractive location, the monthly rental expense corresponding increased. Depreciation charge. Our depreciation charge mainly represented the depreciation charge of our office equipment, furniture & fixtures and motor vehicle. The depreciation charge remained stable of HK$411,742 and HK$411,614 for the years ended November 31, 2022 and 2021, respectively.
Affected by the larger office usage area and attractive location, the monthly rental expense corresponding increased. The increase in the rent and rates during the year is mainly due to longer payment period. Depreciation charge. Our depreciation charge mainly represented the depreciation charge of our office equipment, furniture & fixtures and motor vehicle.
CASH FLOWS Our use of cash primarily related to operating activities, capital expenditure and payment of dividends. We have historically financed our operations primarily through our cash flow generated from our operations.
We have historically financed our operations primarily through our cash flow generated from our operations.
Selling expenses The following table set forth the breakdown of our selling expenses for the years indicated: For the Year Ended November 30, 2021 2022 2023 HK$ HK$ HK$ US$ Entertainment expense 1,113,710 354,652 2,680,360 343,218 Advertisement expense 94,488 28,374 80,785 10,344 Referral fee - 235,122 290,000 37,134 Others 348,409 339,398 225,417 28,865 Total Selling expenses 1,556,607 957,546 3,276,562 419,561 40 Our selling expenses mainly represented entertainment expense, advertisement expense, referral fees and others.
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.
Professional fee and consultancy fee. Our professional and consultancy fee increased by HK$2,577,306, or 298.1%, from HK$864,696 for the year ended November 30, 2021 to HK$3,442,002 for the year ended November 30, 2022, mainly due to the audit fee and other professional fees in relation to our proposed listing.
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.
And as of November 30, 2023, our group had funds due to Shenzhen Huiyue Technology Co., Ltd, a related party, of HK$1,177,929 (US$150,832); and as of November 30, 2022 and 2021, our Group had funds advanced to Shenzhen Huiyue Technology Co., Ltd, a related party, of HK$nil and HK$4,777,391, respectively. 46 The following table sets forth the breakdown of the balances due from related parties as of the dates indicated: Relationship As of November 30, with the Group 2021 2022 2023 2023 HK$ HK$ HK$ US$ Wai Lau 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.
The increase was mainly due to the slight delay in settlement by our new gained customers, and few PRC registered clients faced the restrictions on outbound international remittance. We strictly control outstanding receivables to contain credit risk and an impairment analysis is performed at the end of each year.
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.
Additionally, upon payments of dividends to the shareholders, no BVI withholding tax will be imposed. Hong Kong profits tax Our Hong Kong subsidiaries are subject to a tax rate of 16.5% on the assessable profits arising in or derived from Hong Kong.
BVI Under the current laws of the BVI, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends to the shareholders, no BVI withholding tax will be imposed.
Our effective tax rate remained relatively stable at 11.5%, 12.8% and 14.1% for the years ended November 30, 2023, 2022 and 2021, respectively. 43 LIQUIDITY AND CAPITAL RESOURCES The following table set forth our current assets and current liabilities as of the dates indicated: As of November 30, 2022 2023 2023 HK$ HK$ US$ Current assets Cash and cash equivalents 15,478,505 25,296,811 3,239,236 Accounts receivable, net 2,685,876 5,420,540 694,096 Prepayments and other receivables 197,649 80,000 10,244 Due from a Director 37,937 — — Total current assets 18,399,967 30,797,351 3,943,576 Current liabilities Accruals and other payables 290,645 150,940 19,328 Contract liabilities 1,166,837 1,519,584 194,581 Bank borrowings 454,584 460,502 58,967 Operating lease liabilities 255,968 863,508 110,572 Due to related parties — 7,536,359 965,024 Taxes payables 2,838,099 3,718,174 476,109 Total current liabilities 5,006,133 14,249,067 1,824,581 Working Capital 13,393,834 16,548,284 2,118,995 Accounts Receivable Our accounts receivable represented receivables from clients of our Financial PR services.
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.
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. BVI Under the current laws of the BVI, the Company is not subject to tax on income or capital gain.
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.
Our entertainment expense decreased by HK$759,058, or 68.2%, from HK$1,113,710 for the year ended November 30, 2021 to HK$354,652 for the year ended November 30, 2022, mainly due to the decrease in capital market activities as a result of negative market sentiment.
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.
Such balance is interest free, due on demand, and will be settled in the middle of 2024. 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. CRITICAL ACCOUNTING ESTIMATES We prepare our consolidated financial statements in accordance with U.S.
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.
Our staff costs remained relatively stable at HK$1,035,572 and HK$995,833 for the year ended November 30, 2022 and 2021, respectively.
Our effective tax rate remained relatively stable at 11.5% and 12.8% for the years ended November 30, 2023 and 2022, respectively.
Accruals and other payables Our accruals and other payables represented accrued operating expenses. Our accruals and other payables decreased by HK$139,705, or 48.1% from HK$290,645 as of November 30, 2022 to HK$150,940 (US$19,328) as of November 30, 2023. The decrease was mainly due to the settlement of accrual reimbursements.
Our prepayments and other receivables increased by HK$1,766,344, or 2,208%, from HK$80,000 to HK$1,846,344 as of November 30, 2023 and 2024, which was mainly due to the prepayment of a consultancy fee to an external third party. 43 Accruals and other payables Our accruals and other payables represented accrued operating expenses.
Our income tax decreased by HK$1,404,260, or 73.3%, from HK$1,916,689 for the year ended November 30, 2021 to HK$512,429 for the year ended November 30, 2022, primarily due to decrease in income before income taxes result from the effect of Covid-19.
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$86,891) for the year ended November 30, 2024, primarily due to decrease in income before income taxes and increase against with deferred tax expense.
Contractual obligations The following tables summarized the contractual obligations of the Company as of November 30, 2023: Payments Due by Period Less than 1 year 1 to 3 years 3 to 5 years More than 5 years Total HK$ HK$ HK$ HK$ HK$ Contractual Obligations: Bank borrowings 460,502 979,361 1,052,829 461,472 2,954,164 Operating lease obligation 863,508 293,792 — — 1,157,300 Total contractual obligation 1,324,010 1,273,153 1,052,829 461,472 4,111,464 Payments Due by Period Less than 1 year 1 to 3 years 3 to 5 years More than 5 years Total US$ US$ US$ US$ US$ Contractual Obligations: Bank borrowings 58,967 125,406 134,814 59,091 378,278 Operating lease obligation 110,572 37,620 — — 148,192 Total contractual obligation 169,539 163,026 134,814 59,091 526,470 As of November 30, 2023, we did not have any capital expenditure commitment.
Contractual obligations The following tables summarized the contractual obligations of the Company as of November 30, 2024: Payments Due by Period Less than 1 year 1 to 3 years 3 to 5 years More than 5 years Total HK$ HK$ HK$ HK$ HK$ Contractual Obligations: Bank borrowings 480,619 1,015,426 997,402 — 2,493,447 Operating lease obligation 293,792 — — — 293,792 Total contractual obligation 774,411 1,015,426 997,402 — 2,787,239 Payments Due by Period Less than 1 year 1 to 3 years 3 to 5 years More than 5 years Total US$ US$ US$ US$ US$ Contractual Obligations: Bank borrowings 61,772 130,509 128,193 — 320,474 Operating lease obligation 37,760 — — — 37,760 Total contractual obligation 99,532 130,509 128,193 — 358,234 As of November 30, 2024, we did not have any capital expenditure commitment. 44 CASH FLOWS Our use of cash primarily related to operating activities, capital expenditure and payment of dividends.
Changes in operating assets and liabilities mainly included: (i) an increase in taxes payable of HK$1,862,356 during the year ended November 30, 2021; and (ii) an increase in contract liabilities of HK$218,516 which was in line with the increase in our revenue during the year ended November 30, 2021; partially offset by (i) an increase in accounts receivables of HK$3,863,560 in line with the increase in revenue during the year ended November 30, 2021; (ii) a decrease in operating lease liabilities of HK$451,500 of our Hong Kong office; and (iii) a decrease in accruals and other payables of HK$713,475 mainly due to the decrease of the accrued operating expenses paid during the year ended November 30, 2021. 45 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.
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.
Removed
For the years ended November 30, 2021, 2022, and 2023, Financial PR services revenue constitutes a significant source of our revenues, which representing 52%, 92%, and 85% of our total revenues, respectively.
Added
The revenue is recognized ratably over the service period.
Removed
Our Financial PR services revenue increased by HK$2,179,656 or 16%, from HK$13,248,243 for the year ended November 30, 2022 to HK$15,427,899 (US$1,975,530) for the year ended November 30, 2023, the decrease in interest rates unveiled by the people’s bank of China in the June 2023 also positive affected the capital markets and fund-raising activities, leading to an increase in demand of our Financial PR service. 39 Project-based Financial PR services .
Added
Our Financial PR services revenue decreased by HK$ 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.
Removed
Project-based financial PR services revenue decreased by HK$9,806,142 or 90%, from HK$10,889,475 for the year ended November 30, 2021 to HK$1,083,333 for the year ended November 30, 2022, primarily due to the COVID-19 outbreak in relation to the Omicron virus variant occurred in Hong Kong in the first half of 2022.
Added
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.
Removed
It decreases in roadshow services and exhibition services provided for clients who are seeking listing on the HK Stock Exchange.
Added
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 .
Removed
Following the lifting of the strict lockdown measures in phase, our business development events gradually resumed. One-off PR services .
Added
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.
Removed
Direct cost of revenues Direct cost of revenues included employee compensation, related employee benefits and director’s remuneration. The direct cost of revenues also included media and promotion services we provided for our clients.

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Item 6. [Reserved]

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

25 edited+28 added−18 removed34 unchanged
We may choose to take advantage of the following exemptions afforded to foreign private issuers: ● Exemption from filing quarterly reports on Form 10-Q, from filing proxy solicitation materials on Schedule 14A or 14C in connection with annual or special meetings of shareholders, or from providing current reports on Form 8-K disclosing significant events within four (4) days of their occurrence, and from the disclosure requirements of Regulation FD. 51 ● Exemption from Section 16 rules regarding sales of Ordinary Shares by insiders, which will provide less data in this regard than shareholders of U.S. companies that are subject to the Exchange Act. ● Exemption from the Nasdaq rules applicable to domestic issuers requiring disclosure within four (4) business days of any determination to grant a waiver of the code of business conduct and ethics to directors and officers.
We may choose to take advantage of the following exemptions afforded to foreign private issuers: ● Exemption from filing quarterly reports on Form 10-Q, from filing proxy solicitation materials on Schedule 14A or 14C in connection with annual or special meetings of shareholders, or from providing current reports on Form 8-K disclosing significant events within four (4) days of their occurrence, and from the disclosure requirements of Regulation FD. ● Exemption from Section 16 rules regarding sales of Ordinary Shares by insiders, which will provide less data in this regard than shareholders of U.S. companies that are subject to the Exchange Act. ● Exemption from the Nasdaq rules applicable to domestic issuers requiring disclosure within four (4) business days of any determination to grant a waiver of the code of business conduct and ethics to directors and officers.
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 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 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; 50 ● 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; 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.
You should refer to “Description of Securities — Differences in Corporate Law” for additional information on our standard of corporate governance under BVI law. 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. 54 Employment Agreements We have entered into employment agreements with each of our executive officers.
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 Ordinary Shares Approximate percentage of outstanding 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. 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.
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 will have three 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 four independent directors with different industry backgrounds, representing a majority of the members of our board.
Board Diversity Matrix Country of Principal Executive Offices Hong Kong Foreign Private Issuer Yes Disclosure Prohibited under Home Country Law No Total Number of Directors 4 Female Male Non-Binary Did not Disclose Gender Part I: Gender Identity Directors 2 2 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0 49 B.
Board Diversity Matrix Country of Principal Executive Offices Hong Kong Foreign Private Issuer Yes Disclosure Prohibited under Home Country Law No Total Number of Directors 7 Female Male Non-Binary Did not Disclose Gender Part I: Gender Identity Directors 2 5 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0 51 B.
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 (2) Age Position Ms. Wai Lau 31 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. MANAGEMENT Directors and Executive Officers (3) Age Position Ms. Wai Lau 32 Executive Director, Chief executive officer and chairlady of the Board 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.
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.
Board Practices Board of Directors Our board of directors consists of four directors, comprising of one executive directors and three independent directors, upon the SEC’s declaration of effectiveness of our registration statement on Form F-1, of which this annual report is a part.
Board Practices Board of Directors Our board of directors consists of seven directors, comprising of two executive directors, one non-executive director and four independent directors, upon the SEC’s declaration of effectiveness of our registration statement on Form F-1, of which this annual report is a part.
We will also achieve gender diversity by having one female independent director out of the total of three independent directors, as well as Ms. Lau. 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 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.
Nominating and Corporate Governance Committee Our nominating and corporate governance committee consists of Mr. Chow, Mr. Che and Ms. Yeung and is chaired by Mr. Che. We have determined that each of these directors satisfies the “independence” requirements of the Nasdaq Listing Rules.
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.
Compensation For the year ended November 30, 2023, we paid an aggregate of HK$498,000 (US$63,768) (including salaries, bonus and mandatory provident fund) to our directors. 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.
Compensation For the year ended November 30, 2024, we paid an aggregate of HK$625,000 (US$80,329) (including salaries, bonus and mandatory provident fund) to our directors. 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.
Compensation Committee Our compensation committee consists of Mr. Chow, Mr. Che and Ms. Yeung and is chaired by Mr. Chow. We have determined that each of these directors satisfies the “independence” requirements of the Nasdaq Listing Rules.
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.
Each committee’s members and functions are described below. Audit Committee Our audit committee consists of Mr. Chow, Mr. Che and Ms. Yeung and is chaired by Ms. Yeung.
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.
Lau is the founder of the IGL, IJL and ITL. She also serves as a director of IJL and ITL. Ms. Lau has approximately eight years of experience in the Financial PR and media industries. Ms.
Lau”) , is an executive director and our chairlady of the board of directors. Ms. Lau is the founder of the IGL, IJL and ITL. She also serves as a director of IJL and ITL. Ms. Lau has approximately eight years of experience in the Financial PR and media industries. Ms.
The restriction shall cease to apply to information or knowledge which may come into the public domain. D. Employees As of November 30, 2023, we had 17 employees, all of whom were full-time employees and were located in Hong Kong, comprising of 4 management personnel, 4 finance and administrative staff and 9 marketing staff.
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.
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. 52 The calculations in the table below are based on 13,125,000 Ordinary Shares outstanding as of the date of this annual report.
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.
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. (2) Based on 13,125,000 Ordinary Shares outstanding as at the date of this annual report.
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.
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.
(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.
Man Siu Hin — — Mr. Shiu Wing Joseph Chow — — Mr. Kean Tat Che — — Ms. Josephine Yeung Yan — — All directors and executive officers as a group 9,004,500 68.61 % 5% principal shareholders: Ms.
Law Wing Tak Jack — — Mr. Yao Yao — — Mr. Jing Yi — — Mr. Leut Ming Gung — — Ms. Josephine Yan Yeung Mr. Wong Heung Ming Henry Mr. Wong Siu Ki All directors and executive officers as a group 9,004,500 68.61 % 5% principal shareholders: Ms.
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. Family Relationships None of our directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K.
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.
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. From September 2003 to July 2009, Ms.
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.
Beneficial ownership is determined in accordance with the rules and regulations of the SEC.
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.
Man as chief financial officer effective as of August 16, 2022. (2) Each of the directors and executive officers of the Company are located in Hong Kong. Below is a summary of the business experience of each our executive officers and directors: Ms. Wai Lau , is a director and our chairlady of the board of directors. Ms.
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.
Removed
Man Siu Hin (1) 33 Chief financial officer Mr. Shiu Wing Joseph Chow 50 Independent Director Mr. Kean Tat Che 39 Independent Director Ms. Josephine Yan Yeung 41 Independent Director (1) On August 15, 2022, Mr. To Wai Suen resigned as the Company’s chief financial officer effective as of August 16, 2022. Mr.
Added
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.
Removed
To Wai Suen resigned for personal reasons and there were no disagreements between Mr. To Wai Suen and the Company. His departure was not related to the operations, policies or practices of the Company or any issues regarding accounting policies or practices. In connection with Mr. To Wai Suen’s resignation, on August 15, 2022, the Company appointed Mr.
Added
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.
Removed
Man Siu Hin, is our chief financial officer. Mr. Man joined the Company in August 8, 2022 as financial controller and was appointed as our chief financial officer in August 15, 2022. Mr. Man has over 10 years of experience in accounting. Mr.
Added
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.
Removed
Man worked at Global Credit Management Company from March 2010 to March 2011 with his last position held as an accounts and administration clerk. From June 2011 to January 2012, Mr. Man worked as the audit assistant at T.P. Au & Co. From January 2012 to January 2015, Mr.
Added
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.
Removed
Man worked as senior accountant I at HLB Hodgson Impey Cheng Limited. From March 2015 to February 2016, Mr. Man worked as accountant at Ipsos Hong Kong Limited from March 2016 to December 2016, Mr. Man worked as senior accountant at Atkins China Limited. From December 2016 to July 2020, Mr. Man worked as senior accountant at Sam K.M.
Added
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.
Removed
Ng CPA Limited. From July 2020 to August 2022, Mr. Man worked as finance manager at Compass Group Hong Kong Limited. Mr. Man has full membership of CPA Australia since 2014. He obtained a bachelor’s degree in commerce from Curtin University of Technology in February, 2010. Mr.
Added
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.
Removed
Shiu Wing Joseph Chow is our independent directors upon the SEC’s declaration of effectiveness of our registration statement on Form F-1, of which this annual report is a part. From 1999 to 2007, Mr. Chow has worked in general commercial and intellectual property law. From 2007 to August, 2015, Mr.
Added
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.
Removed
Chow practiced at Maurice WM Lee, a law firm in Hong Kong, and held the position of partner at the time of his departure. From August 2015 to March 2017, Mr. Chow worked as consultant at C.T. Chan & Co., a law firm in Hong Kong. Since October 2013, Mr.
Added
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.
Removed
Chow has been an independent non-executive director of Integrated Waste Solution Group Holdings Limited (HKSE: 0923). Since March 2017, Mr. Chow has been a co-founder and partner of Wellington Legal, a full service law firm in Hong Kong. Since September, 2018, Mr.
Added
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.
Removed
Chow has been a director of Jump Start Media, a startup innovation media platform incorporated in Hong Kong that aims to support regional startups in Asia. Since September, 2020, Mr. Chow has been a Director of Solaris Fund Management. Since June, 2021, Mr.
Added
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.
Removed
Chow has been a director of Blue Safari Group Acquisition Corporation (NASDAQ: BSGA), a SPAC that has entered into a definitive merger agreement for a business combination with Bitdeer Technologies Holding Company, a technology company in the field of cryptocurrency mining. Mr.
Added
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.
Removed
Chow obtained a Bachelor of Laws from the City University of Hong Kong in 1996, and was admitted in Hong Kong as a solicitor in 1999. 48 Mr. Kean Tat Che is our independent director. Mr. Che has over seven years of experience in finance. From January 2007, to July, 2009, Mr.
Added
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.
Removed
Che worked at Ernst & Young Singapore, with the last position held as audit senior. From October 2009 to June, 2012, Mr. Che worked at ICH Singapore, with the last position held as project manager. From July 2012, to July 2013, Mr. Che worked at Ausscar Wealth Advisory Sdn Bhd, with the last position held as vice president (Grade 2a).
Added
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.
Removed
From August 2013, to October 2014, Mr. Che served as senior finance manager at Tropicana Development (JB) Sdn Bhd. From October 2014 to November 2015, Mr. Che served as the chief financial officer of Heyu Capital Limited, an investment firm. From July 2016 to January 2019, Mr.
Added
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.
Removed
Che served as the Director and legal representative of Xiamen WaRui Information Technology Co Ltd, a company which engages in information technology and software development. Since March, 2019, Mr.
Added
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.
Removed
Che has been serving as the chief financial officer, secretary and executive director of WeTrade Group, Inc ( Nasdaq : WETG), a company which engages in e-commerce and Software as a Service (“SAAS”) services. From February 2019 to April 2020, Mr.
Added
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.
Removed
Che served as the chief financial officer of Nova Group Holdings Limited (HKSE: 01360), a company which engages in exhibition organizing and project management services. Since May 2020, Mr. Che has been serving as the vice president and chief financial officer of Central Holding Group Co. Ltd. (HKSE: 01735), a company which engages in property development and building construction services.
Added
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.
Removed
Mr. Che obtained a bachelor’s degree in accounting and finance from the University of Adelaide in 2005. Mr. Che has been a member of CPA Australia since November 2011. Ms. Josephine Yan Yeung is our independent director. Ms.
Added
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
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
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
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
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
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
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.
Added
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.
Added
Since 2018, he has served as the co-founder, advisor and content writer of Fortune Insight, a financial, international, and innovative technology news platform based in Hong Kong. Mr. SK Wong served as an executive director of EJE (Hong Kong) Holdings Limited during December 2015 to December 2018.
Added
He also served as a non-executive director of MI MING MART during June 2021 to December 2023. Mr. SK Wong received his bachelor degree in economics from the Chinese University of Hong Kong (“CUHK”) in June 2014.
Added
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.

Item 7. Management's Discussion & Analysis

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

6 edited+2 added−6 removed1 unchanged
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 2021 2022 2023 2023 HK$ HK$ HK$ US$ Wai Lau Ms.
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.
Wai Lau is a director, CEO and Controlling Shareholder of the Company — — 6,358,430 814,192 Shenzhen Huiyue Technology Co., Ltd An entity wholly owned by Ms. Wai Lau — — 1,177,929 150,832 Total — — 7,536,359 965,024 Balances represented the funds advanced to/(loaned from) Ms. Wai Lau and a related company which is wholly owned by Ms.
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.
Board Practices—Employment Agreements and Indemnification Agreements.” 53 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, 2023, our Group had funds loaned from 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: As of November 30, 2024, our group made payments on behalf of Ms.
The amount due from director of HK$37,937 (US$4,861) as of November 30, 2022 has been fully settled in cash in February 2023. The amount due to director of HK$6,358,430 (US$814,192) as of November 30, 2023 represented the funds advance from Ms. Wai Lau.
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$6,358,430 as of November 30, 2023 represented the funds advance from Ms. Wai Lau.
Wai Lau 4,777,391 — — — Total 12,699,814 37,937 — — The following table sets forth the breakdown of the balances due to related parties as of the dates indicated: Relationship As of November 30, with the Group 2021 2022 2023 2023 HK$ HK$ HK$ US$ Wai Lau 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.
And as of November 30, 2023, our group had funds due to Shenzhen Huiyue Technology Co., Ltd, a related party, of HK$1,177,929 (US$150,832); and as of November 30, 2022 and 2021, our Group had funds advanced to Shenzhen Huiyue Technology Co., Ltd, a related party, of HK$nil and HK$4,777,391, respectively.
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.
Removed
Wai Lau, a director, of HK$6,358,430 (US$814,192); and as of November 30, 2022 and 2021, our Group had funds advanced to Ms. Wai Lau, a director, of HK$37,937 and HK$7,922,423, respectively.
Added
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
Wai Lau is a director, CEO and Controlling Shareholder of the Company 7,922,423 37,937 — — Shenzhen Huiyue Technology Co., Ltd An entity wholly owned by Ms.
Added
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.
Removed
Wai Lau, who is the director, and Controlling Shareholder of the Company. The balance is unsecured and interest-free.
Removed
On March 7, 2022, the Company’s board of directors approved and declared a dividend of HK$15,000,000 payable to its shareholders, of which HK$12,699,814 (US$1,627,138) was offset against the amount due from director and related party as of November 30, 2021 and the remaining HK$2,300,186 was paid in cash on March 16, 2022. The dividend per share was HK$1.33.
Removed
Such balance is interest free, due on demand, and partially settled in cash in March 2024, and the remaining will be repaid in the middle of 2024. The amount due to Shenzhen Huiyue Technology Co., Ltd of HKD1,177,929 (US$150,832) as of November 30, 2023 represented funds from Shenzhen Huiyue Technology Co., Ltd, a related party.
Removed
Such balance is interest free, due on demand, and would be settled in the middle of 2024. C. Interests of Experts and Counsel Not applicable.

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