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Acquisition
6 Months Ended
Nov. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
Acquisition

Note 3. Acquisition

 

On March 28, 2019, Mr. Cai, Lixin (Mr. Cai), the Company’s Chairman of the Board and Chief Executive Officer and Chief Financial Officer, incorporated CXJ Technology (Hangzhou) Co., Ltd (“HZ CXJ”) in Hangzhou, China. Mr. Cai in turn incorporated CXJ Investment Group Company Ltd (“CXJ”), CXJ (HK) Technology Group Company Ltd (“HK CXJ”), and CXJ (Shenzhen) Technology Co., Ltd (“SZ CXJ”) and reorganized these entities with CXJ being a holding entity with the solely shareholder. As a result of the reorganization, CXJ owns 100% interest in HK CXJ and HK CXJ owns 100% interest in SZ CXJ. SZ CXJ controls 100% interest in HZ CXJ through VIE contractual arrangements as disclosed in Note 4. Such reorganization was completed on May 28, 2020.

 

 

On June 18, 2019, the Company underwent a change of control as a result of the transfer of 10,000,000 shares of Series A Preferred stock (which voted on a 10 for one basis at the time of the change of control) from Custodian Ventures, LLC and 17,700,000 shares of common stock to Xinrui Wang.

 

On May 28, 2020, we consummated the transactions contemplated by the Share Exchange Agreement among the Company, CXJ Investment Group Company Limited (“CXJ”), a British Virgin Islands Corporation and the shareholder of CXJ, pursuant to which we acquired all the ordinary shares of CXJ in exchange for the issuance to the shareholder of CXJ of an aggregate of 1,364,800 shares of the Company. The shareholder is the selling security holder in this prospectus and are all affiliates. As a result of the transactions contemplated by the Share Exchange, CXJ became a wholly-owned subsidiary of the Company.

 

The Company accounted for above transaction as a reverse acquisition under ASC Subtopic 805-40, based on the fact that the CXJ is an accounting acquirer and the Company is the accounting acquiree. Meanwhile, the CXJ retrospectively consolidates the Company and as if it had been owned by CXJ since May 28, 2020, the date the Company was acquired by Mr. Lixin Cai, in accordance with ASC Subtopic 805-50.

 

On August 19, 2021, CXJ Technology (Hangzhou) Co., Ltd acquired 51% equity interest of Shenzhen Lanbei Ecological Technology Co., Ltd (a Chinese company) from Shenzhen Baiwen Enterprise Management Consulting Co., Ltd with a purchase consideration of RMB1. After the acquisition comes into effect, Shenzhen Lanbei Ecological Technology Co., Ltd will share profits and risks and losses in proportion to the equity. Lixin Cai will become the legal representative of Shenzhen Lanbei Ecological Technology Co., Ltd.

 

On June 14, 2022, the Company completed the issuance and sales of an aggregate of 223,500 shares at a price of $0.66 per shares with each share consisting of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”) in a private placement to Minggang Qian (the “Purchaser”), pursuant to the Subscription Agreement dated as of June 9, 2022 between the Company and the Purchaser. The net proceeds to the Company amounted to $147,510. The $147,510 in proceeds went directly to the Company as working capital.

 

On November 4, 2022, CXJ (Shenzhen) Technology Co., Ltd acquired 100% equity interest of Longkou Xianganfu Trading Co., Ltd (a Chinese company) from Rudong Shi with a purchase consideration of RMB1. After the acquisition comes into effect, Longkou Xianganfu Trading Co., Lt will share profits and risks and losses in proportion to the equity. Rudong Shi will become the legal representative of Longkou Xianganfu Trading Co., Lt.

 

On August 1, 2023, CXJ Technology (Hangzhou) Co., Ltd, a Chinese corporation and a subsidiary of the Company signed an equity transfer agreement (the “Agreement”) with Mr. Qing Wang. Under this agreement, the Company will dispose 51% equity of Xishijie Automobile Industry Ecology Technology Co., Ltd (formerly known as Shenzhen Lanbei Ecological Technology Co., Ltd), a Chinese company (“Xishijie”) with a purchase price of RMB 1 yuan. After this Agreement comes into force, Xishijie Automobile Industry Ecology Technology Co., Ltd will no longer be the subsidiary of the Company.

 

On September 1, 2024, the Company entered the Subscription Agreement with Zhongxin Lei (the “Purchaser”) to issue and sales of an aggregate of 160,000 shares at a price of $0.657 per shares with each share consisting of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The net proceeds to the Company amounted to $105,128 and went directly to the Company as working capital. The share price is based on the selling price as of June 9, 2022. After issuance of new shares, the Purchaser owing 0.18% equity of Company.

 

On September 1, 2024, the Company entered the Subscription Agreement with Shiguo Wang (the “Purchaser”) to issue and sales of an aggregate of 200,000 shares at a price of $0.675 per shares with each share consisting of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The net proceeds to the Company amounted to $135,000 and went directly to the Company as working capital. The share price is based on the selling price as of June 9, 2022. After issuance of new shares, the Purchaser owing 0.22% equity of Company.

 

On September 2, 2024, the Company entered the Subscription Agreement with Shiguo Wang (the “Purchaser”) to issue and sales of an aggregate of 200,000 shares at a price of $0.648 per shares with each share consisting of one share of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The net proceeds to the Company amounted to $129,600 and went directly to the Company as working capital. The share price is based on the selling price as of June 9, 2022. After issuance of new shares, the Purchaser owing 0.42% equity of Company.