XJ International Holdings (01765) announced that on April 29, 2026 (Hong Kong time), its indirect wholly-owned subsidiary, New Bay Area Development (International) Investment Limited, entered into a securities purchase agreement with Intelligent Group Limited. Under the agreement, the buyer has conditionally agreed to subscribe, and Intelligent Group has conditionally agreed to allot and issue, the subscription shares at a price of $12.50 per share. The total consideration for the subscription is $7.5 million based on the per-share price of $12.50.

A total of 600,000 new B-class ordinary shares of Intelligent Group, with a par value of $0.0002 each, will be issued to the buyer, subject to the closing conditions set out in the securities purchase agreement. The total number of subscription shares represents approximately 39.0% of Intelligent Group's existing issued share capital as of the date of this announcement. Aside from the completion of the subscription, there have been no other changes to Intelligent Group's issued share capital since the announcement date.

Upon completion of the subscription, Intelligent Group will become an indirect subsidiary of XJ International Holdings, and its financial statements will be consolidated into the company's financial reports. XJ International Holdings will hold 600,000 B-class ordinary shares of Intelligent Group, equivalent to 85.2% of the voting rights in Intelligent Group.

Intelligent Group is primarily engaged in providing financial public relations services. The company believes the subscription is beneficial due to potential synergies between the group and Intelligent Group in the education sector and international expansion. Following the completion of the subscription, XJ International Holdings will leverage Intelligent Group's platform to expand its strategic resources and provide high-quality learning, internship, and employment opportunities for its students, thereby strengthening the group's competitiveness in the education industry.