Hong Kong – 29 April 2026 – XJ INTL HLDGS (the “Company”) has entered into a Securities Purchase Agreement under which its wholly owned subsidiary, New Bay Development (Intel) Holding Co., will subscribe for 600,000 new Class B ordinary shares of Intelligent Group Limited (“INTJ Group”, NASDAQ: INTJ) at US$12.50 per share, representing a cash outlay of US$7.50 million.

Transaction structure and post-deal profile • Shareholding: The 600,000 Class B shares equal 39.0% of INTJ Group’s enlarged share capital and carry 50 votes per share, giving the Company 85.2% of INTJ Group’s voting power. • Accounting impact: INTJ Group will be treated as an indirect subsidiary; its results will be consolidated into the Company’s financial statements after completion. • Funding: Subscription proceeds will be paid in USD from existing internal resources. • Valuation: Independent valuer Jones Lang LaSalle placed the market value of the subscribed shares at US$7.56 million (US$12.59 per share) as of the 23 April 2026 valuation date, broadly in line with the agreed price.

Regulatory and connected-party considerations • Control link: VL Prime Capital, beneficially owned by Mr Wang Huiwu (controlling shareholder of both entities), holds 29.3% of INTJ Group’s issued ordinary shares and 79.1% of its voting rights pre-transaction. • Listing Rules: The deal is classified as a connected transaction under Rule 14A.28. With the highest applicable percentage ratio below 5%, it is subject to announcement and reporting requirements only; no independent shareholders’ approval is required. • Board approvals: Mr Wang Huiwu and his son, Director Mr Wang Xiaowu, abstained from voting on the relevant resolutions.

Financial profile of INTJ Group (US GAAP, converted at US$1 = HK$7.84) • FY2025 (year ended 30 Nov 2025): net loss before tax of HK$18.69 million; net loss after tax of HK$18.18 million. • FY2024: net loss before tax of HK$1.10 million; net loss after tax of HK$0.43 million. • Net assets at 30 Nov 2025: US$11.59 million (HK$90.90 million).

Strategic rationale Management cites potential synergies between the Company’s private higher-education platform and INTJ Group’s financial public-relations services, particularly in creating international learning, internship and employment opportunities for students.

Conditions and timeline Completion is contingent on customary conditions, including board approvals, regulatory consents and absence of material adverse events. Either party may terminate if conditions are unmet by the agreed closing date. Consequently, the subscription may or may not proceed; shareholders and investors are advised to exercise caution when dealing in the Company’s securities.