Neo-Concept International Group Holdings Ltd (NCI) dismissed WWC, P.C. and appointed Privatco CPA Limited as its independent registered public accounting firm, with both actions effective October 16, 2026. Privatco’s appointment covers the fiscal year ending December 31, 2026.
WWC’s audit reports for the fiscal years ended December 31, 2024 and 2025 contained no adverse opinion or disclaimer and were not qualified or modified as to uncertainty, audit scope, or accounting principles. The company reported no disagreements that, if unresolved to WWC’s satisfaction, would have led WWC to refer to the matter in its audit reports, and no reportable events during those years. WWC’s October 16, 2026 letter to the SEC is included. The report is incorporated by reference into the company’s Form F-3 and Form S-8 registration statements from its filing date, to the extent not superseded by later filed or furnished documents or reports. Chairman of the Board and Chief Executive Officer Jiang Pengfei signed the report.
Neo-Concept International Group Holdings Ltd (NCI) will ask shareholders at an extraordinary general meeting on October 29, 2026, to approve a proposed consolidation of its Class A and Class B shares. The board would set the ratio between 2:1 and 400:1 and determine the effective date, which must be no later than December 31, 2026.
A second resolution would authorize one or more additional consolidations during the two years after the meeting, each at a ratio between 2:1 and 500:1, subject to a cumulative cap of 500:1. The initial consolidation would not count toward that cap. The board recommends voting for both resolutions. Class A shares carry one vote each and Class B shares carry 30 votes each.
Neo-Concept International Group Holdings Ltd (NCI) is the issuer of the Class A ordinary shares for which Orca Capital reported beneficial ownership of 268,316 shares, or 9.9%. Orca Capital reported sole voting and dispositive power over those shares, with no shared voting or dispositive power. The reported percentage uses 2,691,952 Class A ordinary shares outstanding immediately after completion of the issuer’s registered offering and excludes 1,731,684 shares issuable upon exercise of pre-funded warrants.
Neo-Concept International Group Holdings Ltd (NCI) reported that shareholders passed all resolutions at its adjourned 2026 annual general meeting on October 5, 2026. The September 28, 2026 meeting was adjourned after a quorum was not present within 15 minutes. At the adjourned meeting, holders of 566,643 ordinary shares carrying 4,626,643 votes voted; 2,545,544 ordinary shares were issued and outstanding and entitled to vote as of September 8, 2026. A special resolution adopted the Third Amended and Restated Memorandum and Articles of Association.
Neo-Concept International Group Holdings Ltd (NCI) closed an offering on October 1, 2026, of 250,000 Class A ordinary shares at $1.00 per share and pre-funded warrants to purchase up to 1,750,000 Class A ordinary shares at $0.99 per warrant. The company received approximately $2.0 million in gross proceeds before placement agent fees and estimated offering expenses and intends to use net proceeds for working capital.
Each pre-funded warrant gives its holder the right to purchase one Class A ordinary share at $0.01 per share. The pricing announcement also described a purchaser election to buy up to 200% additional Class A ordinary shares and/or pre-funded warrants at the same purchase prices within 60 days of September 30, 2026, subject to certain conditions. Directors and officers agreed not to sell or transfer their securities for 90 days after closing, subject to customary exceptions.
Univest Securities, LLC served as exclusive placement agent and is entitled to a cash fee of 7% of gross proceeds, plus reimbursement at closing of legal and other expenses up to $50,000.
Neo-Concept International Group Holdings Ltd. (NCI) is offering 250,000 Class A Ordinary Shares at US$1.00 each and 1,750,000 Pre-Funded Warrants at US$0.99 each; the offering also covers 1,750,000 Class A Ordinary Shares issuable upon exercise at US$0.01 per share. The aggregate offering price is US$2,000,000, assuming full warrant exercise.
NCI estimates net proceeds of approximately US$1.81 million after placement agent fees and estimated offering expenses, for working capital and other general corporate purposes. The warrants are immediately exercisable and remain exercisable until fully exercised, subject to a 4.99% beneficial-ownership limit, or 9.99% if elected. Delivery is expected on or about October 1, 2026, subject to customary closing conditions.
Assuming full exercise, NCI states it will cease to be a controlled company immediately after the offering; chairman and CEO Pengfei Jiang would beneficially own approximately 3.06% of ordinary shares and represent approximately 48.60% of voting power.
Neo-Concept International Group Holdings Ltd (NCI) has called an annual general meeting (AGM) for September 28, 2026 in Hong Kong to present its audited financial statements for the year ended December 31, 2025 and to seek shareholder approval of a new constitutional document. The board is asking shareholders, by special resolutions of the company and of each share class voting separately, to adopt a Third Amended and Restated Memorandum and Articles of Association. The proposed New M&A would, among other items, remove the requirement to hold an annual general meeting in each fiscal year, leaving the decision to hold AGMs to the board’s discretion; provide that Class B Ordinary Shares will no longer be convertible into Class A Ordinary Shares; state that Class B Ordinary Shares carry no rights to dividends, interim distributions, bonus issues or any other participation in profits or retained earnings; and specify that on liquidation or similar events, holders of Class B Ordinary Shares are not entitled to any distribution of surplus or residual assets, other than any repayment of nominal paid-up par value if mandated by mandatory law, ranking strictly junior to all other classes. The company has set September 8, 2026 as the record date and reiterates that each Class A Ordinary Share carries one vote and each Class B Ordinary Share carries thirty votes at the AGM.
Neo-Concept International Group Holdings Ltd (symbol: NCI) is the issuer of record for a Form 4 filing submitted to the SEC. Jiang Pengfei reported acquisition or exercise transactions in this Form 4 filing.
Neo-Concept International Group Holdings Ltd (NCI) reported that Chief Executive Officer and director Jiang Pengfei received a grant of 140,000 Class B Ordinary Shares on August 25, 2026. The shares were allotted and issued at par value of US$0.0025 per share, for an aggregate subscription price of US$350, in a related-party transaction approved by the Board of Directors and the Audit Committee. Class B Ordinary Shares are convertible into Class A Ordinary Shares on a one-for-one basis at the holder’s option, and Jiang Pengfei now holds 140,000 Class B Ordinary Shares directly. No Rule 10b5-1 trading plan is reported for this transaction.
Neo-Concept International Group Holdings Ltd (NCI) reports that its board approved the issuance of 140,000 Class B ordinary shares, par value US$0.0025, to Chairman and CEO Pengfei Jiang at par for an aggregate price of US$350.00. Each Class B share carries 30 votes, is redeemable at par at the board’s option, and automatically converts into one Class A share upon transfer. Before this transaction, all 2,364,282 issued shares were Class A and widely held. After the issuance, Mr. Jiang’s Class B holdings carry 4,200,000 votes, about 64.0% of total voting power. The company states this super-voting structure is intended to support management continuity and deter hostile takeovers. The issuance, treated as a related party transaction, was reviewed and approved by the audit committee, and the company elected Cayman Islands home country practice so no shareholder approval was required. The board also re-assigned committee chair roles, with all three key committees now composed solely of independent directors.
Neo-Concept International Group Holdings Ltd (NCI) received a Schedule 13G filing reporting that Jane Street Group, LLC and its subsidiaries collectively beneficially own 118,550 Class A Ordinary Shares, representing 5.0% of the class. The securities are Class A Ordinary Shares, par value $0.0025 per share.
The filing states that Jane Street Group, LLC has 0 shares with sole voting or dispositive power and 118,550 shares with shared voting and shared dispositive power. Subsidiaries Jane Street Capital, LLC and Jane Street Global Trading, LLC are identified as the entities through which the securities are held.