Variable Interest Entities

12 Months Ended

Feb. 28, 2026

Organization, Consolidation and Presentation of Financial Statements [Abstract]

2. Variable Interest Entities

Pursuant to the Business Operation Agreement entered into among Huixin WFOE and Jingbo 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.

Jingbo 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 has been the Chairman of Jingbo VIE since December 2019.

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, Jingbo VIE became the sole shareholder of Hangzhou Zhuyi. Hangzhou Zhuyi is specialized in smart parking projects, smart parking mobile applications and cloud platform construction innovation.

Linglingyi was incorporated on November 17, 2018. Its sole director is Guowei Zhang. Hangzhou Zhuyi acquired 100% of Linglingyi on April 29. 2022. Its main businesses are smart parking projects and smart parking mobile applications. On October 12, 2024, Linglingyi was deregistered.

Liangshan was incorporated on November 13, 2018. On September 29, 2022, Hangzhou Zhuyi entered in a share agreement with Hangzhou Kaai Technology Co. to purchase 26% of Liangshan’s shares. As a result, Hangzhou Zhuyi holds 67% of Liangshan. Liangshan is into smart parking projects and smart parking mobile applications businesses. On August 27, 2024 Liangshan was transferred.

Anping was incorporated on May 12, 2022, which is 90% owned by Hangzhou Zhuyi and it mainly focuses on smart parking projects and smart parking mobile applications. Anping was deregistered on 27 June, 2023.

Haikou was incorporated on May 9, 2022 which is a wholly subsidiary of Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications. On August 27, 2024, Haikou was transferred.

Yibin was incorporated on July 4, 2019, which is 80% owned by Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications. On August 27, 2024 Yibin was transferred.

Xide was incorporated on October 14, 2021, which is 67% owned by Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications.

Tongpo was incorporated on November 4, 2020, which is a wholly subsidiary of Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications.

Taining was incorporated on May 18, 2021, which is 72% owned by Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications.

Huji was incorporated on August 14, 2023, which is a wholly subsidiary of Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications.

Leshan was incorporated on March 14, 2024, which is 65% owned by Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications.

Tianniu was incorporated under the laws of the PRC on April 10, 2025. Its sole director is Leilei Wu. It mainly focues on IT system and information technology services. On January 27, 2026 Tianniu was transferred.

Yuntu was incorporated on February 6, 2026, which is 100% owned by Hangzhou Zhuyi. It mainly focuses on smart parking projects and smart parking mobile applications.

Intellengence Parking Group Limited provides smart parking projects, smart parking mobile applications and cloud platform construction innovation through its consolidated subsidiaries, Jingbo VIE (“VIE 1”) and its subsidiaries (Collectively, the “Group 1”).

Keqiao WFOE entered into a series of contractual arrangements, including equity pledge agreements, shareholders’ voting rights proxy agreement, exclusive 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 VIE.

Guangzhou Keqiao VIE was incorporated under the laws of the PRC on August 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.

Shaoxing Keqiao was incorporated under the laws of the PRC on February 18, 2022, which was fully owned by Guangzhou Keqiao VIE. It mainly focuses on intelligent parking projects.

Xinghe provides smart parking projects, smart parking mobile applications and cloud platform construction innovation through its consolidated subsidiaries, Guangzhou Keqiao VIE (“VIE 2”), and its subsidiaries (collectively, the “Group 2”).

a. Contractual agreements with VIEs

Power of Attorney/ Shareholder’s Voting Right Proxy Agreement

Pursuant to the power of attorney agreements among the Wholly Foreign Owned Enterprises (“WFOEs”), the VIEs and their respective nominee shareholders, each nominee shareholder of the VIEs irrevocably undertakes to appoint the WFOE, as the attorney-in-fact to exercise all of the rights as a shareholder of the VIEs, including, but not limited to, the right to convene and attend shareholders’ meeting, vote on any resolution that requires a shareholder vote, such as appoint or remove directors and other senior management, and other voting rights pursuant to the articles of association (subject to the amendments) of the VIEs. Each power of attorney agreement is irrevocable and remains in effect as long as the nominee shareholders continues to be a shareholder of the VIEs. Unless otherwise required by PRC Laws, none of the VIEs or its shareholders can unilaterally terminate this agreement.

Exclusive(Call) Option Agreements

Pursuant to the exclusive option agreements among WFOEs, the VIEs and their respective nominee shareholders, the nominee shareholders granted WFOEs exclusive right to purchase, when and to the extent permitted under PRC law, all or part of the equity interests from shareholders of VIEs. The exercise price for the options to purchase all or part of the equity interests shall be the minimum amount of consideration permissible under then applicable PRC law. The agreement shall be valid until WFOEs or its designated party purchases all the shares from shareholders of VIEs. The terms of the exclusive option agreement are 10 years and can be automatically extended until such time WFOEs delivers a confirmation letter specifying the renewal term of this agreement. Unless otherwise required by PRC Laws, the VIEs or its shareholders shall not unilaterally terminate this agreement.

Exclusive Business Corporation Agreement

Pursuant to the exclusive business cooperation agreements among the WFOEs and the VIEs, respectively, the WFOEs have the exclusive right to provide the VIEs with services related to, among other things, comprehensive technical support, professional training, consulting services, trademark and copyright of system. Without prior written consent of the WFOEs, the VIEs agree not to directly or indirectly accept the same or any similar services provided by any others regarding the matters ascribed by the exclusive business cooperation agreements. The VIEs agree to pay the WFOEs services fees, which shall be determined by the WFOEs. The WFOEs have the exclusive ownership of intellectual property rights created as a result of the performance of the agreements. The agreements shall remain effective except that the WFOEs are entitled to terminate the agreements in writing. Unless otherwise required by PRC Laws, the VIEs shall not unilaterally terminate this agreement.

Equity Pledge Agreement

Pursuant to the equity pledge agreements among the WFOEs, the VIEs and their respective nominee shareholders, the nominee shareholders of the VIEs pledged all of their respective equity interests in the VIEs to the WFOEs as collateral for performance of the obligations of the VIEs and their nominee shareholders under the exclusive business cooperation agreements, the power of attorney agreements, and the exclusive option agreements. The nominee shareholders of the VIEs also undertake that, during the term of the equity pledge agreements, unless otherwise approved by the WFOEs in writing, they will not transfer the pledged equity interests or create or allow any new pledge or other encumbrance on the pledged equity interests. These equity pledge agreements remain in force until VIEs and their respective nominee shareholders discharge all their obligations under the contractual agreements.

Spousal Consent Letter

Pursuant to the spousal consent letters, the spouses of some of the individual nominee shareholders of the VIEs unconditionally and irrevocably agree that the equity interest in the VIEs held by and registered in the name of his or her respective spouse will be disposed of pursuant to the relevant exclusive business cooperation agreements, equity pledge agreements, the exclusive option agreements and the power of attorney agreements, without his or her consent. In addition, each of them agrees not to assert any rights over the equity interest in the VIEs held by their respective spouses. In addition, in the event that any of them obtains any equity interest in the VIEs held by their respective spouses for any reason, such spouses agree to be bound by similar obligations and agreed to enter into similar contractual arrangements.

b. Risks in relation to the VIE structure

On March 15, 2019, the National People’s Congress adopted the Foreign Investment Law of the PRC, which became effective on January 1, 2020, together with their implementation rules and ancillary regulations. The Foreign Investment Law does not explicitly classify contractual arrangements as a form of foreign investment, but it contains a catch-all provision under the definition of “foreign investment”, which includes investments made by foreign investors through means stipulated in laws or administrative regulations or other methods prescribed by the State Council. It is unclear whether the Group’s corporate structure will be seen as violating the foreign investment rules as the Group is currently leveraging the contractual arrangements to operate certain business in which foreign investors are prohibited from or restricted to investing. If variable interest entities fall within the definition of foreign investment entities, the Group’s ability to use the contractual arrangements with its VIEs and the Group’s ability to conduct business through the VIEs could be severely limited.

If the PRC government otherwise finds that the Group in violation of any existing or future PRC laws or regulations or lacks the necessary permits or licenses to operate the business, the Group’s relevant PRC regulatory authorities could:

● revoke the business licenses and/or operating licenses of the Group’s PRC entities;

● impose fines;

● confiscate any income that they deem to be obtained through illegal operations, or impose other requirements with which the Group may not be able to comply;

● discontinue or place restrictions or onerous conditions on the Group’s operations;

● place restrictions on the right to collect revenues;

● require the Group to restructure ownership structure or operations, including terminating the contractual agreements with the VIEs and deregistering the equity pledges of the VIEs, which in turn would affect the ability to consolidate the financial results of and derive economic interests from the VIEs and their subsidiaries;

● restrict or prohibit the use of the proceeds from financing activities to finance the business and operations of the VIEs and their subsidiaries; or

● take other regulatory or enforcement actions that could be harmful to the Group’s business.

The imposition of any of these penalties may result in a material and adverse effect on the Group’s ability to conduct the Group’s business. In addition, if the imposition of any of these penalties causes the Group to lose the rights to direct the activities of the VIEs or the right to receive its economic benefits, the Group would no longer be able to consolidate the VIEs. The management believes that the likelihood for the Group to lose such ability is remote based on current facts and circumstances. However, the interpretation and implementation of the laws and regulations in the PRC and their application to an effect on the legality, binding effect and enforceability of contracts are subject to the discretion of competent PRC authorities, and therefore there is no assurance that relevant PRC authorities will take the same position as the Group herein in respect of the legality, binding effect and enforceability of each of the contractual arrangements. Meanwhile, since the PRC legal system continues to rapidly evolve, it may lead to changes in PRC laws, regulations and policies or in the interpretation and application of existing laws, regulations and policies, which may limit legal protections available to the Group to enforce the contractual arrangements should the VIEs or the nominee shareholders of the VIEs fail to perform their obligations under those arrangements. The enforceability, and therefore the benefits, of the contractual agreements between the Company and the VIEs depend on nominee shareholders enforcing the contracts. There is a risk that nominee shareholders of VIEs, who in some cases are also shareholders of the Company may have conflict of interests with the Company in the future or fail to perform their contractual obligations. Given the significance and importance of the VIEs, there would be a significant negative impact to the Company if these contracts were not enforced.

The Group’s operations depend on the VIEs to honor their contractual agreements with the Group. The Company’s ability to direct activities of the VIEs that most significantly impact their economic performance and the Company’s right to receive the economic benefits that could potentially be significant to the VIEs depend on the authorization by the shareholders of the VIEs to exercise voting rights on all matters requiring shareholder approval in the VIEs. The Company believes that the agreements on authorization to exercise shareholder’s voting power are enforceable against each party thereto in accordance with their terms and applicable PRC laws or regulations currently in effect and the possibility that it will no longer be able to consolidate the VIEs as a result of the aforementioned risks and uncertainties is remote.

c. Summary of financial information of the Groups’ VIEs (inclusive of VIE’s subsidiaries)

The following tables set forth the financial statement balances and amounts of the VIEs and their subsidiaries included in the consolidated financial statements after the elimination of intercompany balances and transactions among VIEs and their subsidiaries within the Group.

Group 1

	February 28, 2026			February 28, 2025
	$			$
Cash and cash equivalents		55,383			96,985
Restricted cash		51,791			9,492
Accounts receivable		25,605			122,614
Inventories		150,078			119,006
Prepaid expenses and other current assets		1,848,867			6,624,750
Amounts due from related parties		188,497			157,259
Property, plant and equipment, net		3,974,577			5,020,365
Intangible assets, net		7,038			8,911
Right-of-use assets		76,474			77,318
Other non-current assets		65,552			30,663
Long-term receivable		1,439,818			-
Total Assets of Group 1		7,883,680			12,267,363
Short-term Loan		72,909			1,373,098
Accounts payables		484,252			629,535
Advances from customers		3,291,785			3,595,420
Other current payables		4,766,990			5,740,940
Taxes payable		74,968			67,723
Amounts due to related parties		24,339,212			22,793,389
Operating lease liabilities, current		10,789			9,177
Operating lease liabilities, non-current		62,936			65,791
Long-term bank borrowing		1,385,264			-
Long-term payable		2,814,604			-
Total Liabilities of Group 1		37,303,709			34,275,073
Total Stockholders’ Deficit of Group 1		(29,420,029	)		(22,007,710	)
Total Liabilities and Stockholders’ Deficit of Group 1		7,883,680			12,267,363

	February 28, 2026			February 28, 2025
	$			$
Net revenues		1,542,867			2,141,654
Cost of revenues		(1,641,866	)		(2,537,765	)
Gross loss		(98,999	)		(396,111	)
Total operating expenses		(5,587,983	)		(4,587,175	)
Operating loss		(5,686,982	)		(4,983,286	)
Total other expenses		(124,647	)		(523,105	)
Loss before taxes from operations		(5,811,629	)		(5,506,391	)
Provision for income taxes		(3,959	)		(7,397	)
Net loss		(5,815,588	)		(5,513,788	)
Net loss attributable to Group 1		(5,779,801	)		(5,490,110	)

	February 28, 2026			February 28, 2025
	$			$
Net cash used in operating activities		(1,732,585	)		(560,006	)
Net cash (used in)/provided by investing activities		(171,675	)		270,699
Net cash provided by financing activities		1,898,586			250,287
Effect of exchange rate changes on cash and cash equivalents		6,371			(1,340	)
Net increase in cash and cash equivalents		697			(40,360	)
Cash and cash equivalents at the beginning of period		106,477			146,837
Cash and cash equivalents at the end of period		107,174			106,477

Group 2

	February 28,		February 28,
	2026		2025

Cash and cash equivalents		1,604		1,574
Prepaid expenses and other current assets, net		36,455		34,328
Amounts due from related parties		23,485,495		22,121,347
Total Assets of Group 2		23,523,554		22,157,249
Other current payables		34		32
Amounts due to related parties		3,150		1,812
Long term payable		22,827,279		21,495,468
Total Liabilities of Group 2		22,830,463		21,497,312
Total Stockholders’ Equity of Group 2		693,091		659,937
Total Liabilities and Stockholders’ Equity of Group 2		23,523,554		22,157,249

	February 28,			February 28,
	2026			2025

Net revenues		-			-
Cost of revenues		-			(87	)
Gross loss		-			(87	)
Total operating expenses		(7,436	)		(4,227	)
Operating loss		(7,436	)		(4,314	)
Total other income		1			52
Loss before taxes from operations		(7,435	)		(4,262	)
Provision for income taxes		-			-
Net loss		(7,435	)		(4,262	)
Net loss attributable to Group 2		(7,435	)		(4,262	)
Net loss attributable to VIE		(7,435	)		(4,262	)

	February 28,			February 28,
	2026			2025

Net cash (used in)/provided by operating activities		(7,435	)		64,828
Net cash provided by/(used in) investing activities		6,192			(63,240	)
Net cash provided by/(used in) financing activities		1,178			-
Effect of exchange rate changes on cash and cash equivalents		95			(14	)
Net increase in cash and cash equivalents		30			1,574
Cash and cash equivalents at the beginning of period		1,574			-
Cash and cash equivalents at the end of period		1,604			1,574

Jingbo Technology, Inc. 10-K