UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.03 Material Modification to Rights of Security Holders.
On September 5, 2025, Intelligent Hotel Group Ltd (the “Company”), a Nevada for-profit corporation, filed with the Nevada Secretary of State, pursuant to its Articles of Incorporation, as amended (the “Articles”), certificates of designation (each, a “Certificate of Designation” and collectively, the “Certificates”) designating shares of the Company’s authorized preferred stock, par value $0.0001 per share, as follows: (i) 10,000,000 shares as Series A Preferred Stock; (ii) 100,000,000 shares as Series B Preferred Stock; and (iii) 90,000,000 shares as Series C Preferred Stock. The Company’s board of directors (the “Board”) have approved the filing of the Certificates on September 4, 2025.
Series A Preferred Stock
Each share of Series A Preferred Stock entitles the holder to 100 votes on all matters submitted to a vote of the stockholders, voting together with the Common Stock as a single class, except as otherwise required by Nevada law or the Articles. Subject to Board approval and any conditions set forth in the applicable Certificate, each share of Series A Preferred Stock is convertible into 20 shares of Common Stock upon the written consent of the Board. Holders of Series A Preferred Stock shall be entitled to receive dividends if, as and when declared by the Board, out of funds legally available therefor, and on such basis of preference or participation as the Board may determine and as set forth in the Certificate.
Series B Preferred Stock
Each share of Series B Preferred Stock entitles the holder to one vote on all matters submitted to a vote of the stockholders, voting together with the Common Stock as a single class, except as otherwise required by Nevada law or the Articles. Subject to Board approval and any conditions set forth in the applicable Certificate, each share of Series B Preferred Stock is convertible into one share of Common Stock upon the written consent of the Board. Holders of Series B Preferred Stock shall be entitled to receive dividends if, as and when declared by the Board, out of funds legally available therefor, on the terms specified in the Certificate.
Series C Preferred Stock
Shares of Series C Preferred Stock have no voting power except as required by Nevada law or as expressly provided in the Articles. Shares of Series C Preferred Stock have limited conversion rights subject to Board approval and the terms and conditions set forth in the applicable Certificate. Holders of Series C Preferred Stock shall be entitled to no dividend rights except if, as and when expressly specified by the Board in accordance with Nevada law and as set forth in the Certificate.
As of the date of this report, there is no Preferred Stock issued and outstanding. The foregoing descriptions of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock are qualified in their entirety by reference to the full text of the respective Certificates of Designation, which are filed herewith as Exhibits 3.1, 3.2 and 3.3, respectively, and incorporated herein by reference.
Item 8.01. Other Events.
The name change and symbol change for the Company has been announced on FINRA Daily List for over-the-counter (OTC) equity securities and took effect at the open of business on September 2, 2025. Beginning on September 2, 2025, the Company’s common stock was listed for quotation under the new name “Intelligent Hotel Group Ltd” and new ticker symbol “ZHJD.”
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit No. | Description | |
| 3.1 | Certificate of designation of rights, preferences and privileges of Series A Preferred Stock. | |
| 3.2 | Certificate of designation of rights, preferences and privileges of Series B Preferred Stock. | |
| 3.3 | Certificate of designation of rights, preferences and privileges of Series C Preferred Stock. | |
| 104 | Cover Page Interactive Date File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Intelligent Hotel Group Ltd | ||
| Dated: September 9, 2025 | By: | /s/ Yin Yixuan |
| Name: | YIN Yixuan | |
| Title: | Chief Executive Officer | |