SVMB 10-K & 10-Q changes, risk factors and insider trading

Throughout this Annualannual Reportreport on Form 10-K (this “Annual Report”), we use a number of key terms. Unless the context otherwise requires, the the following definitions apply throughout where the context so admits:

Jingbo Technology, Inc. is a Nevada holding company that conducts its operations in mainland China through Huixin Zhiying (Hangzhou) Technology Co. (“Huixin WFOE”), Guangzhou Keqiao Enterprise Management Consulting Co., Ltd. (“Keqiao WFOE”), their respective variable interest entities, Zhejiang Jingbo Ecological Technology Co. (“Jingbo VIE”) and Guangzhou Keqiao Technology Co., Ltd (“Guangzhou Keqiao VIE”, and together with Jingbo VIE, collectively referred to as the “VIEs”), as well as their subsidiaries. The Company has equity interests in Huixin WFOE and Keqiao WFOE, however, neither the Company nor its subsidiaries own any share in the VIEs. Instead, the Company controls and receives the economic benefits of the VIEs’ business operation through a series of contractual arrangements (the “VIE Agreements”). To comply with Chinese Mainland laws and regulations, the Company does not have an equity ownership interest in its VIEs but relies on the VIE Agreements with the VIEs to control and operate their businesses. The VIE Agreements are designed to provide Huixin WFOE and Keqiao WFOE, with the power, rights, and obligations equivalent in all material respects to those it would possess as the principal equity holder of the VIEs, including absolute control rights and the rights to the assets, property, and revenues of the VIEs. As a result of these contractual arrangements, which have not been tested in a court of law in the Chinese Mainland, the assets and liabilities of the VIEs are treated as the Company’s assets and liabilities and the results of operations of the VIEs are treated in all aspects as if they were the results of the Company’s operations due to the satisfaction for consolidation of the VIEs under generally accepted accounting principles in the United States (“U.S. GAAP”). The Company is the primary beneficiary of the the VIEs, and, therefore, consolidate the financial results of the VIEs in our consolidated financial statements in accordance with U.S. GAAP.

Because of our corporate structure, we are subject to risks due to uncertainty of the interpretation and the application of the Chinese Mainland laws and regulations, including but not limited to the validity and enforcement of the VIE Agreements. We are also subject to the risks of uncertainty about any future actions of the Chinese Mainland government in this regard. Our VIE Agreements may not be effective in providing control over the VIEs. The contractual arrangements have not been judicially tested in the Chinese Mainland and there remain significant uncertainties regarding the ultimate outcome of arbitration should legal action become necessary. We rely on the VIE Agreements with VIEs to control and operate their businesses. The investors may never hold equity interests in such VIEs. We may also be subject to sanctions imposed by Chinese Mainland regulatory agencies including Chinese Securities Regulatory Commission,Commission or CSRC, (“CSRC”), if we fail to comply with their rules and regulations. We may also be subject to Chinese Mainland laws relating to, among others, data security and restrictions over foreign investments due to the complexity of the regulatory regime in Chinese Mainland, and the recent statements and regulatory actions by the Chinese Mainland government relating to data security may affect our remaining business operations in Chinese Mainland or even our ability to offer securities in the United States. We are also subject to the risks and uncertainties about any future actions of the Chinese Mainland government that could disallow the VIE structure, which would likely result in a material change in our operations and/or a material change in the value of our securities, including causing the value of such securities to significantly decline or become worthless. See “Risk Factors-Risks Relating to Our Corporate Structure” for more information.

On February 17, 2023, the China Securities Regulatory Commission (the “CSRC”) promulgated the Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines which took effect on March 31, 2023. Pursuant to the Trial Measures, Chinese companies that seek to offer and list securities overseas shall fulfill the filing procedures with and report relevant information to the CSRC, and that an initial filing shall be submitted within three working days after the application for an initial public offering is submitted, and a second filing shall be submitted within three working days after the listing is completed. Further, at the press conference held for the Trial Measures on February 17, 2023, officials from the CSRC clarified that the Chinese Mainland domestic companies that have already been listed overseas on or before the effective date of the Trial Measures (i.e. March 31, 2021) shall be deemed as existing issuers, or the Existing Issuers. The Existing Issuers are not required to complete the filing procedures immediately but shall carry out filing procedures as required if they conduct refinancing or are involved in other circumstances that require filing with the CSRC. Furthermore, we also believe that pursuant to the guidance published by the CSRC, trading on the over-the-counter market (“OTC”) does not need to obtain approval or complete filing procedure with the CSRC unless we apply for uplisting on NASDAQ/NYSE. Based on the foregoing, as an Existing Issuer quoted on OTC, we currently do not have any intention or plan of refinancing or being involved in any other circumstances that required filing with the CSRC under the Trial Measures. However, given that the Trial Measures were recently promulgated, uncertainties remain as to the implementation and interpretation, if we fail to complete the filing with the CSRC in a timely manner or at all for any future offering or any other financing activities which are subject to the filing requirements under the Trial Measures, or if we inadvertently conclude that such approvals are not required, we may face severe and expansive sanctions imposed by regulators in mainland China, including fines and penalties on our operations in mainland China, limitations on our operating privileges in mainland China, and our ability to raise or utilize funds and our operations could be materially and adversely affected.

The amended Measures of Cybersecurity Review, which was promulgated by the Cyberspace Administration of China (the “CAC”) in December 2021 and came into effect on February 15, 2022, requires cyberspace operators with personal information of more than one million users to file for cybersecurity review with the Cybersecurity Review Office (the “CRO”), in the event such operators plan for an overseas listing. The amended Measures of Cybersecurity Review provide that, among others, an application for cybersecurity review must be made by an issuer that is a “critical information infrastructure operator” or a “data processing operator” as defined therein before such issuer’s securities become listed in a foreign country, if the issuer possesses personal information of more than one million users, and that the relevant governmental authorities in the Chinese Mainland may initiate cybersecurity review if such governmental authorities determine an operator’s cyber products or services, data processing or potential listing in a foreign country affect or may affect China’s national security. In August 2021, the Standing Committee of the National People’s Congress of China promulgated the Personal Information Protection Law which became effective on November 1, 2021. The Personal Information Protection Law provides a comprehensive set of data privacy and protection requirements that apply to the processing of personal information and expands data protection compliance obligations to cover the processing of personal information of persons by organizations and individuals in Chinese Mainland, and the processing of personal information of persons outside of Chinese Mainland if such processing is for purposes of providing products and services to, or analyzing and evaluating the behavior of, persons in Chinese Mainland. The Personal Information Protection Law also provides that critical information infrastructure operators and personal information processing entities who process personal information meeting a volume threshold to be set by Chinese cyberspace regulators are also required to store in Chinese Mainland the personal information generated or collected in Chinese Mainland, and to pass a security assessment administered by Chinese cyberspace regulators for any export of such personal information. Moreover, pursuant to the Personal Information Protection Law, persons who seriously violate this law may be fined for up to RMB50 million or 5% of annual revenues generated in the prior year and may also be ordered to suspend any related activity by competent authorities.

On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies,Companies or (the “Trial Measures,Measures”), and five supporting guidelines which took effect on March 31, 2023. Pursuant to the Trial Measures, Measures, Chinese companies that seek to offer and list securities overseas shall fulfill the filing procedures with and report relevant information information to the CSRC, and that an initial filing shall be submitted within three working days after the application for an initial public offering is submitted, and a second filing shall be submitted within three working days after the listing is completed. Further, at the press conference held for the Trial Measures on February 17, 2023, officials from the CSRC clarified that the Chinese Mainland domestic companies that have already been listed overseas on or before the effective date of the Trial Measures (i.e. March 31, 2021) shall be deemed as existing issuers,issuers or (the “Existing Issuers.Issuers”). The Existing Issuers are not required to complete the filing procedures immediately but shall carry out filing procedures as required if they conduct refinancing or are involved in other circumstances that require filing with the CSRC.

On February 24, 2023, the CSRC, Ministry of Finance of the Chinese Mainland, National Administration of State Secrets Protection and National Archives Administration of Chinese Mainland promulgated the Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies,Companies or (the “Archives Rules,Rules”), which took effect on March 31, 2023. Pursuant Pursuant to the Archives Rules, Chinese Mainland domestic companies that seek overseas offering and listing shall strictly abide by applicable laws and regulations of the Chinese Mainland and the Archives Rules, enhance legal awareness of keeping state secrets and strengthening archives administration, institute a sound confidentiality and archives administration system, and take necessary measures to fulfill confidentiality and archives administration obligations. Such domestic companies shall not leak any state secret and working secret of government agencies, or harm national security and public interest. Furthermore, a Chinese Mainland domestic company that plans to, either directly or through its overseas listed entity, publicly disclose or provide to relevant individuals or entities including securities companies, securities service providers and overseas regulators, any document and materials that contain state secrets or working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level. Moreover, a Chinese Mainland domestic company that plans to, either directly or through its overseas listed entity, publicly disclose or provide to relevant individuals and entities including securities companies, securities service providers and overseas regulators, any other documents and materials that, if leaked, will be detrimental to national security or public interest, shall strictly fulfill relevant procedures stipulated by applicable national regulations. The Archives Rules also stipulate that a Chinese Mainland domestic company that provides accounting archives or copies of accounting archives to any entities including securities companies, securities service providers and overseas regulators and individuals shall fulfill due procedures in compliance with applicable national regulations. However, given that the Archives Rules was recently promulgated, there are substantial uncertainties as to the implementation and interpretation, and we cannot predict the impact of the Trial Measures and the Archives Rules on us, including but not limited to the maintenance of the listing status of our securities, or any of our future offerings of securities overseas at this stage.

In addition, according to the institutional reform plan of the State Council approved by the National People’s Congress on March 10, 2023, the China Banking and Insurance Regulatory Commission,Commission or (the CBIRC,“CBIRC”), will no longer be retained. And Chinese Mainland will set up a national financial regulatory administration, which will be in charge of regulating the financial industry except the securities sector, coordinating the protection of the rights and interests of financial consumers, strengthening risk management and prevention and disposal, and investigating and dealing with violations of the law. And a local financial regulatory mechanism will be developed with agencies dispatched by central financial regulators as the mainstay. Also, Chinese Mainland has established the National Data Bureau on October 25, 2023 under the administration of the National Development and Reform Commission, or (the NDRC.“NDRC”). The National Data Bureau is responsible for advancing the development of data-related fundamental institutions, coordinating the integration, sharing, development development and application of data resources, and pushing forward the planning and building of a digital Chinese Mainland, the digital economy and a digital society. Due to the enhanced supervision of financial industry and data protection, we may be under heightened regulatory scrutiny, which may increase our compliance costs and subject us to heightened risks and challenges.

The Holding Foreign Companies Accountable Act,Act or (the “HFCA Act,Act”), was signed into law on December 18, 2020, and amended pursuant to the Consolidated Appropriations Act, 2023 on December 29, 2022. Under the HFCA Act and the rules issued by the SEC and the PCAOB thereunder, if we have retained a registered public accounting firm to issue an audit report where the registered public accounting firm has a branch or office that is located in a foreign jurisdiction and the PCAOB has determined that it is unable to inspect or investigate completely because because of a position taken by an authority in the foreign jurisdiction, the SEC will identify us as a “covered issuer”, or SEC-identified issuer, shortly after we file with the SEC a report required under the Securities Exchange Act of 1934,1934 or (the “Exchange Act”) (such as our annualAnnual reportReport on Form 10-K) that includes an audit report issued by such accounting firm; and if we were to be identified as an SEC-identified issuer for two consecutive years, the SEC would prohibit our securities (including our securities) from being traded on a national securities exchange or in the over-the-counter trading market in the United States.

We are a holding company and rely to a significant extent on dividends and other distributions on equity paid by our principal operating subsidiaries, including our wholly-owned Chinese Mainland subsidiaries and the subsidiaries of the VIE and on remittances fromsubsidiaries, the consolidated VIEs,VIEs and their Chinese Mainland subsidiaries, for our offshore cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our our shareholders, fund intercompany loans, service any debt we may incur outside of Chinese Mainland and pay our expenses. When our principal operating subsidiaries or the consolidated VIEs incur additional debt, the instruments governing the debt may restrict their ability to to pay dividends or make other distributions or remittances to us. Furthermore, the laws, rules and regulations applicable to our Chinese Mainland subsidiarysubsidiaries and certain other subsidiaries permit payments of dividends only from part of their retained earnings, if any, determined determined in accordance with applicable Chinese Mainland accounting standards and regulations.

Jingbo Technology Inc. conducts its business operations in China through its PRCChinese Subsidiaries,Mainland subsidiaries, Jingbo VIE and JingboGuangzhou Keiqiao VIE. If needed, Jingbo Technology Inc. can transfer cash to the its subsidiary in China and the subsidiaries of the VIEs (the “PRC Subsidiaries”) through loans and/or capital contributions, and the PRC Subsidiaries can transfer cash to Jingbo Technology Inc. through issuing dividends or other distributions. The PRC Subsidiaries can transfer cash to the VIEs through intercompany loans and capital contributions, and the VIEs can transfer cash to the subsidiaries of the VIEs as services fees under the VIE contractual arrangements. For the years ended February 28, 20252026 and February 29, 2024,2025, there are no such activities. We do not have an established cash management policy that dictates how funds are transferred between us, our subsidiaries, consolidated VIEs and its subsidiary. subsidiaries. We do not, at this time, intend to distribute earnings or settle amounts owed under the VIE Agreements.

Current PRC regulations permit the PRC Subsidiaries to pay dividends to its shareholders only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. The PRC Subsidiaries are required to set aside 10% of its after-tax profits to fund a statutory reserve until such reserve reaches 50% of its registered capital if it distributes its after-tax profits for the current financial year. For details, see “Risks Relating to Doing Business in China — We rely to a significant extent on dividends and other distributions on equity paid by our principal operating subsidiaries to fund offshore cash and financing requirements.” In addition, cash transfers from Jingbo Technology Inc. are subject to applicable PRC laws and regulations on loans and direct investment. For details, see “Risks Relating to Doing Business in China — Chinese Mainland regulation of loans to, and direct investment in, Chinese Mainland entities by offshore holding companies and governmental control of currency conversion may restrict or prevent us from using the proceeds of our initial publicoverseas offering to make loans to our ChinesePRC Mainland subsidiarySubsidiaries and our consolidated VIEs, or to make additional capital contributions to our ChinesePRC MainlandSubsidiaries subsidiary..”

In addition, the PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. The VIEs receive a significant portion of its revenues in Renminbi. Under the current corporate structure, Jingbo,Jingbo Technology, Inc., the Nevada holding company, may rely on dividend payments from the PRC Subsidiaries to fund any cash and financing requirements it may have. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of State Administration of Foreign Exchange,Exchange or SAFE,(“SAFE”), by complying with certain procedural requirements. However, approval from or registration with appropriate government authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. As a result, we need to obtain SAFE approval to use cash generated from the operations of the PRC Subsidiaries and VIEs to pay off their respective debt in a currency other than Renminbi owed to entities outside China, or to make other capital expenditure payments outside China in a currency other than Renminbi. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to its shareholders. See “Risks Relating to Doing Business in China —We are subject to restrictions on currency exchange.”

The Company was initially incorporated in the State of Nevada on March 6, 2015, by Mr. Lakwinder Singh Sidhu, the former president and sole director. director,The inbusiness was established with the Stateintention of Nevada on March 6, 2015, and established a May 31 fiscal year end. Initially the business platform was in providingdeveloping application software to a global vendor platform to connect people to businesses and provide a new shopping experience.

On November 10, 2020, ten (10) shareholders of the Company,shareholders, including affiliates Arden Wealth & Trust (Switzerland) AG and New Reap Global Limited, entered into stock purchase agreements with an aggregate of nineteen (19) non-U.S. accredited investors to sell an aggregate of 42,440,316 shares of common stock of the Company, which representsrepresented approximately 68.6% of the issued and outstanding shares of common stock of the Company.

AfterFollowing the change in control of management,structure, the Company operatedshifted in provisionfocus ofto providing commercial mobile technical support services in China.China, Thewhich consisted Companyof entered into two24/7 technical support service agreements in the beginning of 2021, which was to provide support services tofor clients’ dedicated data platform, 7x24 hours per week. The response time should be within 4 hours upon receiving the service request.platforms.

On December 15, 2022, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Intellegence Parking Group Limited (“Intellegence Parking”), a Cayman Island company formed on June 29, 2022,Parking, Chen Xinxin (“Xinxin”), the officerofficer, and director,director and control shareholder of Intelligence Parking and the shareholders of Intelligence Parking (the “Shareholders”), which closed on January 5, 2023.. Under the Share Exchange Agreement, one hundred percent (100%) of the ownership interest of Intellegence Parking was exchanged for 1,000,000,000 shares of common stock in the Company. This transaction closed on January 5, 2023, resulting in Intellegence Parking becoming the major shareholder of SVMBthe issuedCompany. From this point forward, the Company’s focus shifted to the Shareholders, in accordance with the Share Exchange Agreement. The former stockholdersbusiness of Intellegencesmart acquiredurban aparking majority of the issued and outstanding common stock as a result of the share exchange transaction. The transaction has been accounted for as a recapitalization of the Company, whereby Intellegence is the accounting acquirer.solutions.

On February 5, 2024, the Company conducted a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”), at a ratio of 1-for-200 (the “Reverse Stock Split”). After the Reverse Stock Split, the Company’s authorized capitalization is 50,000,000 shares common sharesstock with a par value of $0.001 per share. The number of issued and outstanding number of shares of the Company’s Common Stock was correspondingly decreased to 5,315,412.

On September 3, 2024, the board of directors (the “Board”) of Jingbo Technology, Inc. the Company approved and adopted the Amended and Restated Bylaws (the “Amended Bylaws”), which became effectively immediately. The Amended Bylaws (i) revisedrevising the principal business location of the Company and (ii) loweredlowering the minimum votes required for actionscertain taken by written consent of stockholders to the majority of the issued and outstanding shares of the Company.actions.

The Company conducted a reverse stock split of the Company’s issued and outstanding shares of common stock, par value $0.001 per shareshare, (the “Common Stock”), at a ratio of 1-for-200 (the “Reverse Stock Split”). After the Reverse Stock Split, the Company’s capitalization is 50,000,000 common shares with a par value of $0.001 per share.share (the “Common Stock”). No preferred shares have been authorized or issued. The Company increased the number of authorized shares of common stock, $0.001 par value per share (the “Common Stock”), from 50,000,000 shares to 50,000,000,000 shares. Total number of shares issued and outstanding as of JuneJuly 6,20, 20252026 is 555,315,412.

Intellegence Parking is a multinational technology company, with a smart parking application software and platform business ecosystem as its main business business venture. The group company, Hangzhou Zhuyi Technology Co., Ltd. (“Hangzhou Zhuyi”) a PRC holding company, was formed on November 3, 2017 and is engaged in the business of smart parking application software and technology development. Its legal representative is ZhangJinhua Guowei.Zou. The registered capital was 60 million yuan. The company is located in Building B8, China Zhigu, Fuchun Park, Hangzhou.

It specializes in smart parking projects, smart parking mobile applications and cloud platform construction innovation. Hangzhou Zhuyi Technology takes the smart parking scene as the entry point, integrates various parking lot resources, builds static traffic data and smart city city services.

Intellegence Parking operates facilities at Xiaoshan Airport Remote Parking Lot, Tianjin Xinhua International University, Fuyang People’s Hospital, Qilu University Hospital, Shanghai Tesco Supermarket, Hubei Huanggang Central Hospital. Xinghe operates in several intelligent parking parking projects in Zhejiang, China. We also currently have eightseven urban parking projects.

Intellegence Parking believes that its Any-e Life platform provides an app that solves the difficulty of parking for drivers and car owners. You can check and reserve parking spaces, enter and exit the parking lot without delay, pay seamlessly, fees are deducted automatically. Our cloud platform includes: Parking management system, platform management system, merchant system, comprehensive city management cloud platform and other multiple management systems, fully meet the needs of each different users. We have accumulated a vast amount of user data, and can provide tailored services for each user such as online shopping; creates for e-commerce, which brings new revenue channels and sources for the platform. Intellegence Parking has a combination of online and offline car services, covering auto repair and maintenance, auto supplies, auto body shop, modifications, car wash, and commercial business around the automotive industry. Auto finance: used cars, new car sales, auto loans, auto insurance, life insurance, etc.

Intellegence’sIntellegence Parking’s parking cloud platform is a one-stop-shop unified management platform for on-street parking, off-street parking, three-dimensional garage, with high- and low-level monitoring, geomagnetic, charging station and other equipment. We use an SAAS architecture cloud platform, which can achieve an all-in-one hosting platform from project creation, deployment, operation and maintenance of the whole package. Applied in the parking industry, it is most suitable for unattended parking management.

Intellegence Parking and Xinghe expect to derive revenue from (i) both contract and partnership parking operations, and there are both city-level parking lots and single-unit projects that make profits from parking lot operations; (ii) business model design and the accumulation of platform users, we establish a platform ecosystem, realize the fundamental value of users, provide longer service span for users. Shared resources and business models for the platform merchants, provide system support for merchants to build digital operations, and help merchants to build their own digital assets; (iii) selling our parking hardware and developing software; (iv) the platform’s hardware and software systems, where we connect docking lots, and its users then assist with cash flow, even though we do not participate in the operations; and (v) the preliminary project construction and equipment installation of parking lots.

Through the development of a series of reward and incentive policies (including cash), we will carry out comprehensive marketing and resource resource integration with different parties such as internal branches, regional agents, various different parking lots, as well as partner merchants and VIP users. The internal marketing department is responsible for marketing support and training, and is divided into several large regions for management and layout according to national regions. Intellegence Parking will provide regional market development by local agents in local markets, regional marketing guidelines provided by Intellegence,Intellegence Parking, and our headquarters to provide support.

2. Joint Parking Lot Policy; where (a) with single-operating parking lot cooperation, Intellegence Parking invests in hardware equipment and software system, service charges are charged according to the number of channels, and parking charges are deposited into the parking lot owner’s account within 7 days, (b) contracted parking lot is paid monthly or quarterly according to the annual contract amount, and the parking lot operated by joint cooperation is paid monthly according to the contracted share ratio, (c) there are non-operating parking lot policy: Policy documents need to be issued by local government departments, and (d) urban-level parking lots are tendered or set up joint ventures according to each project, with various cooperation models such as PPP, BOT, EPC+O, etc.

We believe that Intellegence Parking has significant advantages in terms of development strategy, technology, team, business model and capital operation. After years of cultivation and accumulation, Intellegence Parking has its own intellectual property rights of smart parking mobile application software, parking management system, merchant system and smart parking cloud platform. We have a professional and well-structured technical team, management team, operation team, and marketing team.

Intellegence Parking and Xinghe intend to carry out software and hardware system conversion for existing parking lots, to achieve a smart, digital, digital, platform operation, from constructing to profiting. We shall integrate resources and processing transactions by undergoing software software development and using our own merchant marketing management software. The Company will operate the lots by contracting them out and profiting from the parking fees. We utilize modern information technologies such as the Internet of Things, big data, cloud computing, and mobile payment to deliver intelligent solutions for the management and operation of urban parking resources. We hope to gain revenue through the sales of various smart parking hardware, including smart car stopper, smart parking machine, smart cloud box, geomagnetic, etc. We also have E-commerce, membership, sales profit and sales commission on Any-e platform and want to utilize the platform’s database, build an O2O business model for the automotive aftermarket, which brings more opportunities, more stable and sufficient cash flow and ultimately revenue to the platform. We believe there are advantages to our partnership operation model, capital operation model, digital, ecological, and platform operation business model. Intelligence Parking and Xinghe have a strong strong resource integration capability, from parking, car owners, online and offline merchants, industry support to O2O platform, etc. etc. Multi-platform resource integration to open up each service channel, to achieve shared user resources in the ecosystem, to better better assist each and every user.

We do not have direct ownership of some of our operating entities in Chinese Mainland, but through contractual arrangements (the “VIE Agreements”),Agreements, we exercise control over over the operating activities that most impact the economic performance, bears the risks of, and enjoys the rewards normally associated with ownership of the entity. As a result, through such contractual arrangements with the VIEs and their shareholders, we are the primary beneficiary of the VIEs, and, therefore, consolidate the financial results of the VIEs in our consolidated financial statements in accordance with all of our current revenue is derived from the VIEs in Chinese Mainland. To comply with Chinese Mainland laws and regulations, we do not have an equity ownership interest in the VIEs but rely on the VIE Agreements with the VIEs to control and operate their businesses. However, these VIE Agreements may not be effective from Chinese Mainland laws in providing us with the necessary control over the VIEs and their operations. Any deficiency in these VIE Agreements may result in our loss of control over the management and operations of the VIEs, which will result in a significant loss in the value of an investment in the Company. Because of the practical restrictions on direct foreign equity ownership imposed by the Chinese Mainland government authorities, we must rely on contractual rights through the VIE structure to effect control over and management of the VIEs, which exposes us to the risk of potential breach of contract by the shareholders of the VIEs.

Because we are a Nevada corporation, we are classified as a foreign enterprise under Chinese Mainland laws and regulations, and our wholly-owned Chinese Mainland subsidiaries, Huixin WFOE and Keqiao WFOE, are foreign-invested enterprises, or FIEs. To comply with the current Chinese Mainland laws and regulations, we conduct our business in Chinese Mainland through our certain consolidated VIEs and its affiliates. Huixin WFOE and Keqiao WFOE have respectively entered into a series of contractual arrangements with our consolidated VIEs and their shareholders. In addition, we cannot assure you that we will be able to comply with these laws and regulations in all respects. We may also be subject to fines, legal or administrative sanctions and other adverse consequences, and may not be able to become in compliance with relevant laws and regulations in a timely manner, or at all. These may materially and adversely affect its business, financial condition, results of operations and reputation.

Uncertainties with respect toregarding the Chinese Mainland legal system, including uncertainties regarding the enforcement of laws,laws and sudden orregulatory unexpected changes in laws and regulations in Chinese Mainlandchanges, could adversely affect us and limit the legal protections available to you and us.

Our operating subsidiaries are incorporated under and governed by the laws of the Chinese Mainland. The Chinese Mainland legal system is based on written statutes.statutes Priorwith prior court decisions may be cited for reference, but havehaving limited precedential value. In 1979, the Chinese Mainland government began to promulgate a comprehensive system of laws and regulations governing economic matters in general, such as foreign investment, corporate organization and governance, commerce, taxation and trade. AsSince a significant part of our business is conducted in Chinese Mainland, our operations are principally governed by Chinese Mainland laws and regulations. However, since the Chinese Mainland legal system continues to evolve rapidly, and the interpretations of many laws, regulations and rules are not always uniformuniform. and enforcementEnforcement of these laws, regulations and rules involves uncertainties,uncertainties whichthat may limit legal protections available to us.us, Uncertaintiesand due to evolving laws and regulations could also impede theour ability of a Chinese Mainland-based company, such as our company group, to obtain or maintain permits or licenses required to conduct business in Chinese Mainland.Mainland, In the absence of required permits or licenses, governmental authoritieswhich could imposeresult in material sanctions or penaltiespenalties. on us. In addition, Additionally, some regulatory requirements issued by certain Chinese Mainland government authorities may not be consistently applied by other Chinese Mainland government authorities (including local government authorities), thusauthorities, making strict compliance with all regulatory requirements impractical,impractical or impossible in some circumstancescircumstances. impossible. For example, we may have to resort to administrative and court proceedings to enforce the legal protection that we enjoy either by law or contract. However, since Chinese Mainland administrative and court authorities have discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to predict the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems. Furthermore, theThe Chinese Mainland legal system is also based in part on government policies and internal rules, some of which are not published on a timely basis or at all and may have retroactive effect. As a result, we may not be aware of our violation of these policies and rulesviolations until sometime after they the violation.occur. Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property) and procedural rights, could materially and adversely affect our business and impede our ability to continue our operations.

Furthermore, if Chinese Mainland adopts more stringent standards with respect to corporate social responsibilities or financial regulations, we may incur increased compliance costs or become subject to additional restrictions in our operations.restrictions. Intellectual property rights and confidentiality protections protections in Chinese Mainland may also not be as effective as in the United States or other countries. In addition, weWe cannot predict the effects of future developments in the Chinese Mainland legal system on our business operations, including the promulgation of new laws, or changes to existing lawslaws, or changes thein interpretation or enforcement thereof.enforcement. These uncertainties could limit the legal protections available to us and our investors, including you. Moreover, and any litigation in Chinese Mainland may be protracted and result in substantial costs and diversion of our resources and management attention.resources.

The Chinese Mainland government has significant oversight and discretion over the conduct of our business and may intervene or influence our operations as the governmentit deems appropriate to further regulatory, political and societal goals.appropriate. The Chinese Mainland government has recently published new policies that significantly affectedaffecting certain industries such as the education industries, and internet industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding our industry that could adversely affect our business, financial condition and results of operations. Furthermore, the Chinese Mainland government has recentlyindicated indicated an intent to exert more oversight and control over securities offerings and other capital markets activities that are conducted overseas and foreign investment in Chinese Mainland-based companies like us.companies. On July 6, 2021, the State Council issued the Opinions on Lawfully and Severely Combating Illegal Securities Activities to further strengthen cross-border supervision and consolidate the primary responsibilitysupervision. for information security of overseas listed companies. On February 17, 2023, the CSRC promulgated the Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelinesguidelines, which took effect oneffective March 31, 2023. Pursuant to theThe Trial Measures,Measures require Chinese companies that seek seeking to offer and list securities overseas shallto fulfill thecomplete filing procedures with and report relevant information to the CSRC, and thatprohibit ansuch initial filing shall be submitted within three working days after the application for an initial public offering is submitted, and a second filing shall be submitted within three working days after the listing is completed. Moreover, an overseas offering and listing is prohibitedofferings under circumstancescertain circumstances, ifincluding (i)where it is prohibited by Chinese Mainland laws, (ii) itthey may endanger national securitysecurity, asinvolve reviewed and determined by competent Chinese Mainland authorities under the State Council in accordance with law, (iii) the Chinese Mainland domestic companies intending to make the securities offering and listing,corruption or itsongoing controllingcriminal shareholder(s) and the actual controller, have committed corruption, bribery, embezzlement, misappropriation of propertyinvestigations, or undermining the order of the socialist market economy during the latest three years, (iv) the Chinese Mainland domesticinvolve companies intending to make the securities offering and listing is currently under investigations for suspicion of criminal offenses or major violations of laws and regulations, and no clear conclusion has yet been made thereof, (v) it has material ownership disputes over equity interests held by the Chinese Mainland domestic companies’ controlling shareholder(s) or by other shareholder(s) that are controlled by the controlling shareholder(s) and/or actual controller.disputes. The Trial Measures stipulateapply that the overseas securities offering and listing of any issuer will be deemed asto indirect overseas offeringofferings by Chinese Mainland domestic companies if the following conditions are met:where (i) 50% or more of any of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent fiscal year is accounted for by Chinese Mainland domestic companies, companies; and (ii) the main parts of the issuer’s business activities are conducted in Chinese Mainland,in, or its main place(s)places of business are located in in, Chinese Mainland, or the majority of senior management staff in charge of its business operations and management are Chinese Mainland citizens or have their usual place(s) of residence located in Chinese Mainland. Further,Our atShares are currently traded on the pressOTC conferenceMarkets, heldwhich for the Trial Measures on February 17, 2023, officials from the CSRC clarified that the Chinese Mainland domestic companies that have already been listed overseas on or before the effective date of the Trial Measures (i.e. March 31, 2021) shall be deemed as existing issuers, or the Existing Issuers. The Existing Issuers aredoes not required to complete the filing procedures immediately but shall carry out filing procedures as required if they conduct refinancing or are involved in other circumstances that require filing with the CSRC. The officials from the CSRC have also confirmed that for the Chinese Mainland domestic companies that seek to list overseas with VIE structure, the CSRC will solicit opinions from relevant regulatory authorities and complete the filing of the overseas listing of companies with VIE structure which duly meet the compliance requirements. We are an Existing Issuer under the Trial Measures, as we were listed on September 19, 2018, which is before the effective date of the Trial Measures. As an Existing Issuer, we currently do not have any intention or plan of refinancing or being involved in any other circumstances that required filingregistration with the CSRC under the Trial Measures. The Trial Measures apply to companies listing on stock exchanges such as NASDAQ or NYSE. If we conduct refinancing or any other activities that are subjectwere to filingpursue proceduresa inlisting theon future,such an exchange, we will activelywould communicate with the CSRC and initiate the filing procedures as required in a timely manner.required. However, given that the Trial Measures were recently promulgated, there there are substantial uncertainties as to the implementation and interpretation,interpretation. and how they will affect our listing status and future financing. If we fail to complete theany filingrequired with the CSRCfilings in a timely manner or at all, for any future offering or any other activities which are subject to the filing requirements under the Trial Measures, our ability to raise or utilize funds and our operations could be materially and adversely affected. On February 24, 2023, the CSRC, Ministry of Finance of the PRC,Finance, National Administration of State Secrets Protection and National Archives Administration of China promulgated the Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies, or the Archives Rules, which took effect oneffective March 31, 2023. Pursuant to theThe Archives Rules,Rules require Chinese Mainland domestic companies that seek seeking overseas offeringofferings and listing shallto strictly abide by applicable laws and regulations of the Chinese Mainland and the Archives Rules,laws, enhance legal awareness of keeping state secrets and strengthening archives administration,awareness, institute a sound confidentiality and archives administration system, systems, and take necessary measures to fulfill confidentiality and archives administrationthese obligations. SuchCompanies domesticmust companiesobtain shallapproval not leak any state secret and working secret of government agencies, or harm national security and public interest. Furthermore, a Chinese Mainland domestic company that plans to, either directly or through its overseas listed entity,before publicly disclosedisclosing or provide to relevant individuals or entities including securitiesdocuments companies, securities service providers and overseas regulators, any document and materials that containcontaining state secrets or working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level.agencies.

Moreover,Additionally, a Chinese Mainland domestic companycompanies thatmust plansfulfill to,relevant eitherprocedures directly or through its overseas listed entity,before publicly disclosedisclosing or provide to relevant individuals and entities including securities companies, securities service providers and overseas regulators, any other documents and materials that, if leaked, willwould be detrimental to national security or public interest, shalland strictlymust fulfillcomply relevant procedures stipulated bywith applicable nationalregulations regulations.when The Archives Rules also stipulate that a Chinese Mainland domestic company that provides accounting archives or copies ofproviding accounting archives to any entities including securities companies, securitiesservice service providers andproviders, overseas regulatorsregulators, andor individualsindividuals. shall fulfill due procedures in compliance with applicable national regulations. However, given thatGiven the Archives Rules were recently promulgated, there are substantial uncertainties as to thetheir implementation and interpretation. We cannot predict the impact of the Trial Measures and the Archives Rules on us, including but not limited toon the maintenance of the our listing status of our securities, or any of our future offerings of securities overseas at this stage.offerings. Any failure of us to fully comply with newthese regulatory requirements may significantly limit or completely hinder our ability to continually offer our Shares, cause significant disruption to our business operations, severely damage our reputation, materially and adversely affect our financial condition and results of operationsoperations, and cause our Shares to significantly decline in value or become worthless. Substantially all of our operations are conducted in the Chinese Mainland,Mainland and are governed by Chinese Mainland laws, rules and regulations.laws. Our Chinese Mainland subsidiaries and VIEs are subject to laws, rules and regulationslaws applicable to foreign investment in Chinese Mainland. The Chinese Mainland legal system is a civil law system based on written statutes. Unlike the common law system, prior court decisions may be cited for reference but have limited precedential value. Any such intervention in or influence on our business operationsoperations, or action to exert more oversight and control over securities offerings and other capital markets activities, once taken by the Chinese Mainland government, could adversely affect our business, financial condition and results of operations and the value of our securities, or significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or in extreme cases, become worthless.

We are a company incorporated under the laws of the Nevada, weand conduct substantially all of our operations in Chinese Mainland,Mainland. and substantiallySubstantially all of our assets are located in Chinese Mainland. In addition, all our senior executive officers reside within Chinese Mainland for a significant portion of the time and most are Chinese Mainland nationals. As a result, it may be difficult for our shareholders to effect service of process upon us or those persons inside Chinese Mainland. In addition, Chinese Mainland does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the Nevada and many other countries and regions. Therefore, recognition and enforcement in Chinese Mainland of judgments of a court in any of these non-Chinese Mainland jurisdictions in relation to any matter not subject to a binding arbitration provision may be difficult or impossible.

Chinese Mainland regulation of loans to, and direct investment in, Chinese Mainland entities by offshore holding companies and governmental control of currency conversion may restrict or prevent us from using the proceeds of our overseas offering to make loans to our ChinesePRC MainlandSubsidiaries subsidiary and our consolidated VIEs, or to make additional capital contributions to our ChinesePRC Mainland subsidiary.Subsidiaries.

On December 15, 2022, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Intellegence Intellegence, Parking, a Cayman Island company formed on June 29, 2022, Chen Xinxin (“Xinxin”), the officer and director, and control shareholder of Intelligence Parking and the shareholders of Intelligence Parking (the “Shareholders”), which closed on January 5, 2023. Under the Share Exchange Agreement, one hundred percent (100%) of the ownership interest of Intellegence Parking was exchanged for 1,000,000,000 shares of common stock of SVMBthe Company issued to the Shareholders, in accordance with the Share Exchange Agreement. The former stockholders of Intellegence Parking acquired a majority of the issued and outstanding common stock as a result of the share exchange transaction. The transaction has been accounted for as a recapitalization of the Company, whereby Intellegence Parking is the accounting acquirer.

Immediately after completion of such share exchange, the Company held a total of 200,000,000 issued and outstanding shares of Intellegence.Intellegence Parking. Guowei Zhang Guowei is the sole director of Intellegence.Intellegence Parking.

Consequently, SVMBthe Company has ceased to fall under the definition of shell company as define in Rule 12b-2 under the Exchange Act of 1934, as amended (the “Exchange Act”) and Intellegence Parking is now a wholly owned subsidiary.

Intellegence Parking was incorporated on June 29, 2022 under the laws of Cayman Islands. It is controlled by Guowei Zhang, Xiujuan Chen, Hongwei Li and Chuchu Zhang. Intellegence Parking is an investment holding company.

Pursuant to the Business Operation Agreement entered into among Huixin WFOE and Zhejiang Jingbo Ecological Technology Co.VIE. The Company obtained control over these PRC domestic companies by entering into a series of contractual arrangements with these PRC domestic companies and their respective nominee shareholders. These contractual agreements include power of attorney, exclusive option agreement, exclusive business cooperation agreements, equity pledge agreements, and other operating agreements. These contractual agreements can be extended at the relevant PRC subsidiaries’ options prior to the expiration date. As a result, the Company maintains the ability to control these PRC domestic companies, is entitled to substantially all of the economic benefits from these PRC domestic companies and is obligated to absorb all expected losses of these PRC domestic companies.

Zhejiang Jingbo Ecological Technology Co.VIE is a PRC company which was formed on December 18, 2019 and is engaged in the business of smart parking application application software and platform operations business. Guowei Zhang Guowei has been the Chairman of Zhejiang Jingbo Ecological Technology Co.VIE since December 2019.

Hangzhou Zhuyi Technology Co. (“Hangzhou Zhuyi”) was incorporated under the laws of the PRC on November 13, 2017 with a capital of RMB 60,000,000. The majority shareholder at the time of establishment was Guowei Zhang. On April 1, 2020, Zhejiang Jingbo Ecological TechnologyVIE became the sole shareholder of Hangzhou Zhuyi. Hangzhou Zhuyi is specialized in smart parking projects, smart parking mobile applications and cloud platform construction innovation.

Intellengence Parking Group Limited provides smart parking projects, smart parking mobile applications and cloud platform construction innovation through its consolidated subsidiaries, Jingbo VIE and is subsidiaries.

ShaoxingKeqiao KeqiaoLimited was incorporated under the laws of the PRCHong Kong on FebruaryOctober 18,2, 2022,2024, which was fully owned by GuangzhouXinghe. Keqiao.Keqiao ItLimited mainlyis focusesan oninvestment intelligentholding parking projects.company.

The Company generated $1,657,057$1,369,618 in revenues from parking fees during the financial year ended February 28, 20252026 compared to $1,657,057 $1,582,679 during the year ended February 29,28, 2024.2025. The increasedecrease in revenue from parking fees was mainly contributed by termination of the increaseXiaoshan revenueairport from Leshan.project.

The Company generated $420,180$70,500 in revenues from winery sales during the financial year ended February 28,202528, 2026 compared to nil $420,180 during the year ended February 29,28, 2024.2025. ThisThe decrease in revenue from winery sales was amainly newdue incometo stream.the demand in winery market has declined.

During the year ended February 28, 2025,2026, the Company incurred $2,152,385$1,463,705 in cost of revenues for parking fee compared to $2,121,929$2,152,385 for the year ended February 29,28, 2024.2025. Cost of revenue for parking fee mainly consisted of platform maintenance expenses, depreciation, salary and rental expenses. The increase decrease in cost of revenues for parking fee was mainly contributed by the increasetermination inof platformthe Xiaoshan maintenanceairport expenses.project.

During the year ended February 28, 2025,2026, the Company incurred $385,467$62,312 in cost of revenue for winery sales compared to nil$385,467 for the year ended February 29,28, 2024. Cost2025. The decrease in cost of revenue for winery sales was mainly consisteddue to the market condition and the reduction of inventorythe purchasingwinery cost.sales.

Gross loss was $98,999 for the year ended February 28, 2026, compared to $396,198 for the year ended February 28, 2025, compared to $538,292 for the year ended February 29, 2024.2025. The decrease in gross loss was mainly contributed by the increasedecrease in revenue as we expanded our business into winery sales and saw a growth in customer volume from Leshan with cost of revenue remained stable.revenue.

During the year ended February 28, 2025,2026, we incurred selling and marketing expenses of $579,810$174,771 compared to $295,609$579,810 for the year ended February 29,28, 2024.2025. Selling and marketing expenses for the year ended February 28, 20252026 and February 29, 20242025 mainly included salary expenses, travelling expenses, hospitality expenses and advertisementhospitality expenses. The increasedecrease in selling and marketing expense was primarily due to a increasedecrease in hospitality expenses.

During the year ended February 28, 2025,2026, we incurred general and administrative expenses of $3,173,066$2,494,948 compared to $3,888,621$3,173,066 incurred during the year ended February 29,28, 2024.2025. General and administrative expenses incurred during the year ended February 28, 2026 and 2025 mainly consisted of salary expense, depreciation expenseexpense, professional fees and professionalhospitality fees.expenses. The decrease in general and administrative expenses was mainly due to the decrease in salary expense.expenses and hospitality expenses.

During the year ended February 28, 2025,2026, we incurred research and development expenses of $359,447$269,776 compared to $334,029$359,447 for the year ended February 29,28, 2024.2025. R&DResearch and development expenses mainly included salary expenses and depreciation expenses. The increasedecrease in Rresearch &and Ddevelopment expenses was contributed by an increasedecrease in depreciationsalary expenses.expense.

As the result of foregoing, the net loss for the years ended February 28, 20252026 and February 29, 20242025 was $6,016,408$6,706,122 and $5,482,077 $6,016,408 respectively.

The following is a summary of the Company’s cash flows provided by/(used in) operating, investing, and financing activities for the years ended February 28, 20252026 and February 29, 2024.2025.

We have audited the accompanying consolidated balance sheets of Jingbo Technology, Inc. (the Company) as of February 28, 20252026 and February2025, 29, 2024, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity,equity (deficits), and cash cash flows for the years ended February 28, 20252026 and February 29, 2024,2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of February 28, 20252026 and February 29, 2024,2025, and the results of its operations and its cash flows for the years ended February 28, 2025 2026 and February 29, 2024,2025, in conformity with accounting principles generally accepted in the United States of America.

As described in Note 3 to the consolidated financial statements, for the fiscal years ended February 28, 20252026 and February 29, 2024,2025, the Company reported accumulated deficit of $35,326,578$41,996,913 and $29,311,229$35,326,578 and a working capital deficiency of $6,584,506$9,754,932 and $24,379,757,$6,584,506, respectively. The Company primarily funds its operation through debt instruments whose availability depends on a number of factors including its ability to generate operating cash flow to repay debts when due, planned expenditures and market conditions.

JuneJuly 12,20, 20252026

As of the years ended February 28, 20252026 and February 29, 20242025

Consolidated Statements of Operations and Comprehensive Loss for the years ended February 28, 20252026 and February 29, 20242025

For the years ended February 28, 20252026 and February 29, 20242025

For the years ended February 28, 20252026 and February 29, 20242025

On December 15, 2022, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Intellegence Intellegence Parking, a Cayman Island company formed on June 29, 2022, Chen Xinxin (“Xinxin”), the officer and director, and control shareholder of Intelligence Parking and the shareholders of Intelligence Parking (the “Shareholders”). Under the Share Exchange Agreement, One Hundred Percent (100%) of the ownership interest of Intellegence Parking was exchanged for 1,000,000,000 shares of common stock of SVMBthe Company issued to the Shareholders, in accordance with the Share Exchange Agreement. The former stockholders of Intellegence willParking acquireacquired a majority of the issued and outstanding common stock as a result of the share exchange transaction. The transaction has been accounted for as a recapitalization of the Company, whereby Intellegence Parking is the accounting acquirer.

Immediately after completion of such share exchange, the Company will hold a total of 200,000,000 issued and outstanding shares of Intellegence. ZhangIntellegence Parking. Guowei Zhang is the sole director of Intellegence Parking.

Consequently, the Company has ceased to fall under the definition of shell company as define in Rule 12b-2 under the Exchange Act of 1934, as amended (the “Exchange Act”) and Intellegence Parking is now a wholly owned subsidiary.

Intellegence Parking was incorporated on June 29, 2022 under the laws of Cayman Islands. It is controlled by Guowei Zhang, Xiujuan Chen, Hongwei Li and Chuchu Zhang. Intellegence Parking is an investment holding company.

Pursuant to the Business Operation Agreement entered into among Huixin WFOE and Zhejiang Jingbo Ecological Technology Co.VIE between November 15 and 11, 2022, the Company obtained control over these PRC domestic companies by entering into a series of contractual arrangements with these PRC domestic companies and their respective nominee shareholders. These contractual agreements include power of attorney, exclusive option agreement, exclusive business cooperation agreements, equity pledge agreements, and other operating agreements. These contractual agreements can be extended at the relevant PRC subsidiaries’ options prior to the expiration date. As a result, the Company maintains the ability to control these PRC domestic companies, is entitled to substantially all of the economic benefits from these PRC domestic companies and is obligated to absorb all expected losses of these PRC domestic companies.

On November 18, 2024, Jingbo Technology, Inc. the Company entered into a Shares Exchange Agreement (the “Shares Exchange Agreement”), Xinghe，Xinghe, a British Virgin Islands company and Hangdu Technology Limited,Hangdu, a British Virgin Islands company and the sole shareholder of Xinghe. Pursuant to the Share Exchange Agreement, the Company issued 550,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”) of the Company to Hangdu, in consideration for the acquisition of all the issued and outstanding shares in Xinghe (the “Acquisition”). Hangdu will transfer all the issued and outstanding shares of Xinghe at the closing of the Share Exchange Agreement.

Keqiao Limited HK was incorporated under the laws of the HKHong Kong on October 2, 2024, which was fully owned by Xinghe. Keqiao Limited HK is an investment investment holding company. Keqiao WFOE was incorporated under the laws of the PRC on September 22, 2024. Its sole director is Xiujuan Chen. It specializes in digital culture and creative software development.

Keqiao WFOE was incorporated under the laws of the PRC on AugustOctober 22, 2024. Its sole director is Xiujuan Chen. It mainly focuses on IT system maintenance, digital content creation, AI and big data solutions, software and system development.

Keqiao WFOE entered into a series of contractual arrangements, including equity pledge agreements, shareholders’ voting rights proxy agreement, agreement, exclusive business cooperation agreements, and exclusive call option agreements, with Guangzhou Keqiao,Keqiao VIE, giving Keqiao WFOE’s right to control and operate the business of Guangzhou Keqiao.Keqiao VIE.

On December 15, 2022, the Company entered into a share exchange agreement (the “Share Exchange Agreement”) with Intellegence Intellegence Parking, a Cayman Island company formed on June 29, 2022, Chen Xinxin (“Xinxin”), the officer and director, and control shareholder of Intelligence Parking and the shareholders of Intelligence Parking (the “Shareholders”), which closed on January 5, 2023. Under the Share Exchange Agreement, one hundred percent (100%) of the ownership interest of Intellegence Parking was exchanged for 1,000,000,000 shares of common stock of the Company issued to the Shareholders, in accordance with the Share Exchange Agreement. The former stockholders of Intellegence Parking acquired a majority of the issued and outstanding common stock as a result of the share exchange transaction. The transaction has been accounted for as a recapitalization of the Company, whereby Intellegence Parking is the accounting acquirer.

Immediately after completion of such share exchange, the Company held a total of 200,000,000 issued and outstanding shares of Intellegence.Intellegence Parking. Guowei Zhang Guowei is the sole director of Intellegence Parking.

Consequently, the Company has ceased to fall under the definition of shell company as define in Rule 12b-2 under the Exchange Act of 1934, as amended (the “Exchange Act”) and Intellegence Parking is now a wholly owned subsidiary.

Intellegence Parking was incorporated on June 29, 2022 under the laws of Cayman Islands. It is controlled by Guowei Zhang, Xiujuan Chen, Hongwei Li and Chuchu Zhang. Intellegence Parking is an investment holding company.

Pursuant to Business Operation Agreements, one entered into among Huixin WFOE and Zhejiang Jingbo Ecological Technology Co.,VIE, and the other among Keqiao WFOE and Guangzhou Keqiao Keqiao,VIE, the Company obtained control over these PRC domestic companies by entering into a series of contractual arrangements with these PRC domestic companies and their respective nominee shareholders. These contractual agreements include power of attorney, exclusive option agreement, exclusive business cooperation agreements, equity pledge agreements, and other operating agreements. These contractual agreements can be extended at the relevant PRC subsidiaries’ options prior to the expiration date. As a result, result, the Company maintains the ability to control these PRC domestic companies, is entitled to substantially all of the economic benefits benefits from these PRC domestic companies and is obligated to absorb all expected losses of these PRC domestic companies.

Zhejiang Jingbo Ecological Technology Co. VIE is a PRC company which was formed on December 18, 2019 and is engaged in the business of smart parking application software and platform operations business. Guowei Zhang Guowei has been the Chairman of Zhejiang Jingbo Ecological Technology Co.VIE since December 2019.

Hangzhou Zhuyi was incorporated under the laws of the PRC on November 13,3, 2017 with a capital of RMB 60,000,000. The majority shareholder at the time of establishment was Guowei Zhang. On April 1, 2020, Zhejiang Jingbo Ecological TechnologyVIE became the sole shareholder of Hangzhou Zhuyi. Hangzhou Zhuyi is specialized in smart parking projects, smart parking mobile applications and cloud platform construction innovation.

Intellengence Parking Group Limited provides smart parking projects, smart parking mobile applications and cloud platform construction innovation through its consolidated subsidiaries, variable interest entities (“VIE(s)”) and VIE’s subsidiaries.

On December 9, 2024, the Acquisition was completed. As consideration for the Acquisition, the Company issued 550,000,000 shares of Common Common Stock to Hangdu in exchange for the 50,000 ordinary shares, representing all the issued and outstanding shares of Xinghe, owned by Hangdu. After the Acquisition, Hangdu became the largest shareholder of Jingbo and held approximately 99.0% issued and outstanding shares of Jingbo. Xiujuan Chen, a citizen of People’s Republic of China, is the sole shareholder of Hangdu. Xinghe is the sole shareholder of Keqiao Limited, which is incorporated in Hong Kong and holds 100% of Keqiao WFOE, which is incorporated in Guangzhou, China. Keqiao WFOE entered into a series of contractual arrangements, including equity pledge agreements, shareholders’ voting rights proxy agreement, exclusive business cooperation agreements, and exclusive call option agreements, with Guangzhou Keqiao ,VIE, giving Keqiao WFOE’s right to control and operate the business of Guangzhou Keqiao.Keqiao VIE. Guangzhou Keqiao KeqiaoVIE is the sole shareholder of Shaoxing Keqiao Zhuyi Technology Co., Ltd. (“Shaoxing Keqiao”),Keqiao, an innovative technology company incorporated in China specializing in intelligent parking projects. After the Acquisition, Jingbo VIE will continue its smart parking business in Zhejiang, China. Shaoxing Keqiao is an innovative technology company specializing in intelligent parking projects in Zhejiang, China. The platform owned by Shaoxing Keqiao supports online payment of parking fees, enabling seamless access to parking spaces, which greatly improves the user’s parking experience. Shaoxing Keqiao utilizes modern information technologies such as the Internet of Things, big data, cloud computing, and mobile payment to provide solutions for the intelligent management and service of urban parking resources. Prior to the Acquisition, the Company’s ability to continue as a going concern was dependent on long-term loan in the amount of $22,032,891 (the “Debt”) owed to Shaoxing Keqiao. Following the Acquisition, the Company no longer owes the Debt to Shaoxing Keqiao or to the controlling person of Shaoxing Keqiao.

For the Three Months Ended NovemberMay 30,31, 20252026 Compared to the Three Months Ended NovemberMay 30,31, 20242025

The Company generated $300,481$281,938 in revenue from parking fee during the three months ended NovemberMay 30,31, 20252026 compared to $499,530$356,250 during the three months ended NovemberMay 30,31, 2024.2025. Revenue mainly comprised of parking fee. The decrease in revenue from parking fees was mainly contributed contributed by the termination of XiaoshanLishui AirportPeople’s Hospital project.

During the three months ended NovemberMay 30,31, 2025,2026, the Company incurred $ 259,010$192,062 in cost of revenues for parking fee compared to $ 596,416$275,241 for the three months ended NovemberMay 30,31, 2024.2025. Cost of revenue for parking fee mainly consisted of depreciation, salary and professional fee. The decrease in cost of revenues for parking fee was mainly contributed by the decreasetermination inof salarythe andLishui rentalPeople’s expenses.Hospital project.

Gross incomeprofit was $57,377$89,520 for the three months ended NovemberMay 30,31, 20252026 compared to gross lossprofit of $57,233$127,653 for the three months ended NovemberMay 31, 2025. 30, 2024. The increasedecrease in gross profit was mainly contributed by the decrease in salarycost andof rental expenses.revenue.

During the three months ended NovemberMay 30,31, 2025,2026, we incurred selling and marketing expenses of $120,862$65,656 compared to $9,992$22,956 for the three months ended endedMay November31, 30, 2024.2025. Selling and marketing expenses for the three months ended May 31, 2026 and 2025 mainly included salary expenses, traveling expenses, hospitality expenses and professional fees. expenses. The increase in selling and marketing expenses was primarily due to a increase in salary and professionalhospitality fees.expenses.

During the three months ended NovemberMay 30,31, 2025,2026, we incurred general and administrative expenses of $693,444$570,399 compared to $588,216$496,698 incurred during the three months ended NovemberMay 30,31, 2024.2025. General and administrative expenses incurred during the three months ended May 31, 2025 mainly consisted of salary expenseexpense, professional fees and professional fees.depreciation expense. The increase in general and administrative expenses was mainly due to the increase in officesalary fees and hospitality expenses.expense.

During the three months ended NovemberMay 30,31, 2025,2026, we incurred research and development expenses of $85,742$52,196 compared to $110,401$64,336 for the three months months ended NovemberMay 30,31, 2024.2025. R&DResearch and development expenses mainly included salary expenses and depreciation expenses. The decrease in R&Dresearch and development expenses was contributed by a decrease in thesesalary main expenses.expense.

As the result of foregoing, the net loss for the three months ended NovemberMay 30,31, 2026 and 2025 and 2024 was $815,416$617,240 and $726,432$408,871 respectively. The increase in net loss was mainly due to the increase in selling and general and administrative expenses..

As of NovemberMay 30,31, 2025,2026, the Company had total assets of $12,241,667$7,721,824 comprising current assets of $7,310,028$2,191,749 and non-current assets of $4,931,639$5,530,075 compared to total assets of $12,222,816$7,776,342 consisting of current assets of $7,085,559$2,212,883 and non-current assets of $5,137,257$5,563,459 as of February 28, 2025.2026. The Company’s total liabilities as of NovemberMay 30,31, 20252026 were $37,913,700$40,018,375, , which was comprised of current liabilities of $14,384,044 and non-current liabilities of $23,529,656. This compares with total liabilities of $35,231,324 as of February 28, 2025, which was comprised of current liabilities of $13,670,065$12,315,919 and non-current liabilities of $27,702,456. This compares with total liabilities of $39,057,898 as of February 28, 2026, which was comprised of current liabilities of $11,967,815 and non-current liabilities of $21,561,259.$27,090,083.

The following is a summary of the Company’s cash flows provided by/(used in) operating, investing, and financing activities for the ninethree months ended NovemberMay 30,31, 20252026 and 2024.2025.

For the ninethree months ended NovemberMay 30,31, 2024,2026, net cash used in operating activities was $1,207,051,$305,680, mainly comprised of a net loss of $6,203,946,$617,240, a decrease in prepaid expenses and other current assets of $2,536,115 and offset by lossdepreciation onand disposalamortization expenses of subsidiaries$128,725, ofan $2,086,434 and a decreaseincrease in accounts payablespayable and other current liabilities of $3,554,712.$120,723.

Net cash used in investing activities was $105,003$64,432 for the ninethree months ended NovemberMay 30,31, 2025,2026, mainly comprising a purchase of property, plant plant and equipment of $89,414, and interest-free loan lent to related parties of $16,275.$58,013.

Net cash used in investing activities was $407,803$4,821 for the ninethree months ended NovemberMay 30,31, 2024,2025, mainly comprising a purchase of propertyproperty, plant and equipment of $484,198, a purchase of other non-current assets of $21,695, and offset by interest-free loan repaid by related parties of $96,004.$4,821.

For the ninethree months ended NovemberMay 30,31, 2025,2026, net cash provided by financing activities was $257,736$390,595 comparedconsisting $1,631,884 for the nine months ended November 30, 2024, bothmainly of which mainly cameproceed from loan from third parties of $350,657 and proceeds from interest-free loan from related parties.parties of $39,938.

In assessing the Company’s liquidity, the Company monitors and analyzes its cash on-hand and its operating and capital expenditure commitments. The Company’s liquidity needs are to meet its working capital requirements, operating expenses and capital expenditure obligations. The Company’s management has considered whether there is substantial doubt about its ability to continue as a going concern due to (1) the net loss of $2,010,615$617,240 during the ninethree months ended NovemberMay 30,31, 20252026; (2) totalaccumulated deficit of $37,305,032$42,601,318 as of May 31, November 30, 20252026; and (3) the working capital deficit of $7,074,016$10,124,170 as of NovemberMay 30,31, 2025.2026.