Intelligent Group Ltd
For the period ended Feb 12, 2026. Filed Feb 12, 2026.
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Feb 12, 2026 · Filed Feb 12, 2026
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EXPLANATORY NOTE
On February 4, 2026, Intelligent Group Limited (NASDAQ: INTJ) (the “Company”), filed an amended and restated memorandum and articles of association (the “A&R M&A”) with the BVI Registry of Corporate Affairs. The amendments provide for: (i) an increase in the minimum number of directors from one to three; (ii) a reduction in the requisite voting percentage for the removal of a director (whether by a resolution passed at a meeting of the members or a written resolution) from at least 75% to 51% of the votes of the members entitled to vote; (iii) a prohibition on a Company agent appointing any substitutes or delegates to exercise all or any of the powers conferred on such agent, unless the director resolution appointing the agent specifically authorises such an appointment; (iv) a requirement that any person appointed as the Company’s agent affix the Company’s seal (in accordance with the articles of association of the Company) when executing any document on behalf of the Company; and (v) the formal execution requirements for the Company to enter into enforceable and binding written instruments.
Attached to this report on Form 6-K as Exhibit 3.1 is a copy of the A&R M&A, which has become effective on February 4, 2026.
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