6-K
Intelligent Living Application Group Inc. (ILAG)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D. C. 20549
FORM6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANTTO RULE 13****a-16OR 15d-16
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2025
Commission File Number: 001-41444
IntelligentLiving Application Group Inc.
Unit 2, 5/F, Block A, Profit Industrial Building
1-15 Kwai Fung Crescent, Kwai Chung
New Territories, Hong Kong
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
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 thereunto duly authorized.
| Intelligent<br> Living Application Group Inc. | ||
|---|---|---|
| Date:<br> November 18, 2025 | By: | /s/ Bong Lau |
| Name: | Bong<br> Lau | |
| Title: | Chief<br> Executive Officer |
| 2 |
| --- |
ExhibitIndex
| Exhibit<br><br> <br>Number | Description |
|---|---|
| 99.1 | Notice of Intelligent Living Application Group Inc.’s 2025 Extraordinary General Meeting of Stockholders and Proxy Statement |
| 99.2 | Proxy Card |
| 3 |
| --- |
Exhibit99.1
IntelligentLiving Application Group Inc.
November 18, 2025
Dear Stockholder:
You are cordially invited to attend the 2025 Extraordinary General Meeting (the “Extraordinary Meeting”) of Stockholders of Intelligent Living Application Group Inc. (the “Company”) to be held at Unit 2, 5/F, Block A, Profit Industrial Building, 1-15 Kwai Fung Crescent, Kwai Chung, New Territories, Hong Kong, on December 15, 2025, at 10:00 a.m. local time.
Information regarding each of the matters to be voted on at the Extraordinary Meeting is contained in the attached Proxy Statement and Notice of Extraordinary General Meeting of Stockholders. We urge you to read the proxy statement carefully.
We will send or make these proxy materials available to shareholders on or about November 18, 2025.
Because it is important that your shares be voted at the Extraordinary Meeting, we urge you to complete, date and sign the enclosed proxy card and return it as promptly as possible in the accompanying envelope, whether or not you plan to attend in person. Even after returning your proxy, if you are a stockholder of record and do attend the meeting and wish to vote your shares in person, you still may do so.
Sincerely,
| /s/ Bong Lau |
|---|
| Bong<br> Lau |
| Chairman<br> of the Board of Directors and Chief Executive Officer |
IntelligentLiving Application Group Inc.
NOTICEOF Extraordinary GENERAL MEETING OF STOCKHOLDERSTo Be Held December 15, 2025
TO THE STOCKHOLDERS OF Intelligent Living Application Group Inc.:
NOTICE HEREBY IS GIVEN that the 2025 Extraordinary General Meeting of Stockholders (the “Extraordinary Meeting”) of Intelligent Living Application Group Inc. (the “Company”) will be held at Unit 2, 5/F, Block A, Profit Industrial Building, 1-15 Kwai Fung Crescent, Kwai Chung, New Territories, Hong Kong, on December 15, 2025, at 10:00 a.m. local time, to consider and act upon the following:
ORDINARYRESOLUTION
| (1) | THAT:- |
|---|---|
| (A) | a<br> share consolidation of all the issued and outstanding and authorized and unissued ordinary shares (the “Ordinary Shares”)<br> and preferred shares including Series A and Series B preferred shares (the “Preferred Shares”) of the Company<br> be consolidated, with a corresponding increase in the par value of the Company’s Ordinary Shares and Preferred Shares, at any<br> one time or multiple times during a period of up to one year after the date of the approval of the authorization of Share Consolidations<br> by the shareholders of the Company, at the exact consolidation ratio and effective time as the Board of Directors of the Company<br> (the “Board” or “Directors”) may determine from time to time in its absolute discretion provided<br> that the accumulative consolidation ratio for all such share consolidation(s) (altogether, the “Share Consolidations”<br> and each, a “Share Consolidation”) shall not be more than 1:200 (the “Range”), to be determined<br> by the Company’s Board in its sole discretion. The registered office provider is authorized to file the Share Consolidation<br> based on these resolutions and board resolutions to be adopted in relation to such Share Consolidation (the “Share Consolidation”);<br> and |
| --- | --- |
| (B) | in<br> respect of any all fractional entitlements to the issued consolidated shares resulting from the Share Consolidation, the Directors<br> be and are hereby authorised to settle as they consider expedient any difficulty which arises in relation to the Share Consolidation,<br> including but without prejudice to the generality of the foregoing capitalising all or any part of any amount for the time being<br> standing to the credit of any reserve or fund of the Company (including its share premium account and profit and loss account) whether<br> or not the same is available for distribution and applying such sum in paying up unissued Ordinary Shares and Preferred Shares to<br> be issued to shareholders of the Company to round up any fractions of Ordinary Shares and Preferred Shares issued to or registered<br> in the name of such shareholders of the Company following or as a result of the Share Consolidation (the “Fractional Share Arrangement”). |
| --- | --- |
The Board reserves its right to determine not to proceed with, and abandon, the Share Consolidation contemplated above if it determines in its sole discretion that implementing the Share Consolidation is not in the best interests of the Company and its Shareholders. As such, if the Board did not determine a ratio within such one-year period, the Share Consolidation would not proceed and will be abandoned.
The foregoing items of business are more fully described in the proxy statement that can be found on the website listed in this Notice. We are not aware of any other business to come before the Extraordinary Meeting.
The Board of Directors of the Company fixed 5:00 p.m., New York time on November 14, 2025 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of and to vote at the Extraordinary Meeting or any adjourned or postponement thereof.
Itis important that your shares are represented at the Extraordinary Meeting. We urge you to review the Proxy Statement and, whether ornot you plan to attend the Extraordinary Meeting in person, please vote your shares promptly by casting your vote via the internet or,if you prefer to mail your proxy or voter instructions, please complete, sign, date, and return your proxy or vote instruction form inthe pre-addressed envelope provided, which requires no additional postage if mailed in the United States. You may revoke your vote bysubmitting a subsequent vote over the internet or by mail before the Extraordinary Meeting, or by voting in person at the ExtraordinaryMeeting.
If you plan to attend the Extraordinary Meeting, please notify us of your intentions. This will assist us with meeting preparations. If your shares are not registered in your own name and you would like to attend the Extraordinary Meeting, please follow the instructions contained in the proxy materials that are being mailed to you and any other information forwarded to you by your broker, trust, bank, or other holder of record to obtain a valid proxy from it. This will enable you to gain admission to the Extraordinary Meeting and vote in person.
By Order of the Board of Directors
| /s/ Bong Lau |
|---|
| Bong<br> Lau |
| Chairman<br> of the Board of Directors and Chief Executive Officer |
Hong Kong
November 18, 2025
IMPORTANTNOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE Extraordinary Meeting of MembersTO BE HELD ON December 15, 2025
This Notice and Proxy Statement are also available online at https://www.transhare.com/ilag.
TABLEOF CONTENTS
| Page | |
|---|---|
| GENERAL INFORMATION | 1 |
| Purpose<br> of Extraordinary Meeting | 1 |
| Will<br> there be any other items of business on the agenda? | 1 |
| Who<br> is entitled to vote at the Extraordinary Meeting? | 1 |
| What<br> constitutes a quorum and how will votes be counted? | 2 |
| Votes<br> Required | 2 |
| How<br> do I vote? | 2 |
| Revoking<br> Your Proxy | 3 |
| Proxy<br> Solicitation Costs | 3 |
| PROPOSAL NO. 1(A) SHARE CONSOLIDATION | 3 |
| Purpose<br> of Share Consolidation | 3 |
| Effects<br> of the Share Consolidation | 4 |
| Procedure<br> for Implementing the Share Consolidation | 4 |
| Vote<br> Required For Proposal No. 1(A) | 5 |
| Recommendation<br> of the Board for Proposal No. 1(A) | 5 |
| PROPOSAL NO. 1(B) FRACTIONAL SHARES ARRANGEMENT | 5 |
| Vote<br> Required For Proposal No. 1(B) | 5 |
| Recommendation<br> of the Board for Proposal No. 1(B) | 5 |
| OTHER MATTERS | 5 |
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Table of Contents
IntelligentLiving Application Group Inc.
Unit2, 5/F, Block A, Profit Industrial Building, 1-15 Kwai Fung Crescent, Kwai Chung, New Territories, Hong Kong
PROXYSTATEMENT
This Proxy Statement and the accompanying proxy are being furnished with respect to the solicitation of proxies by the Board of Directors (the “Board”) of Intelligent Living Application Group Inc., a Cayman Islands exempted company with limited liability (the “Company,” “we,” “us” or “our”), for the Extraordinary General Meeting of Members (the “Extraordinary Meeting”). The Extraordinary Meeting is to be held at 10:00 a.m., local time, on December 15, 2025, and at any adjournment or adjournments thereof, at Unit 2, 5/F, Block A, Profit Industrial Building, 1-15 Kwai Fung Crescent, Kwai Chung, New Territories, Hong Kong
We will send or make these proxy materials available to shareholders on or about November 18, 2025.
GENERALINFORMATION
Purposeof the Extraordinary Meeting
The purposes of the Extraordinary Meeting are to seek shareholders’ approval of the following resolutions:
ORDINARYRESOLUTION
| (1) | THAT:- |
|---|---|
| (A) | a<br> share consolidation of all the issued and outstanding and authorized and unissued ordinary shares (the “Ordinary Shares”)<br> and preferred shares including Series A and Series B preferred shares (the “Preferred Shares”) of the Company<br> be consolidated, with a corresponding increase in the par value of the Company’s Ordinary Shares and Preferred Shares, at any<br> one time or multiple times during a period of up to one year after the date of the approval of the authorization of Share Consolidations<br> by the shareholders of the Company, at the exact consolidation ratio and effective time as the Board of Directors of the Company<br> (the “Board” or “Directors”) may determine from time to time in its absolute discretion provided<br> that the accumulative consolidation ratio for all such share consolidation(s) (altogether, the “Share Consolidations”<br> and each, a “Share Consolidation”) shall not be more than 1:200 (the “Range”), to be determined<br> by the Company’s Board in its sole discretion. The registered office provider is authorized to file the Share Consolidation<br> based on these resolutions and board resolutions to be adopted in relation to such Share Consolidation (the “Share Consolidation”);<br> and |
| --- | --- |
| (B) | in<br> respect of any all fractional entitlements to the issued consolidated shares resulting from the Share Consolidation, the Directors<br> be and are hereby authorised to settle as they consider expedient any difficulty which arises in relation to the Share Consolidation,<br> including but without prejudice to the generality of the foregoing capitalising all or any part of any amount for the time being<br> standing to the credit of any reserve or fund of the Company (including its share premium account and profit and loss account) whether<br> or not the same is available for distribution and applying such sum in paying up unissued Ordinary Shares and Preferred Shares to<br> be issued to shareholders of the Company to round up any fractions of Ordinary Shares and Preferred Shares issued to or registered<br> in the name of such shareholders of the Company following or as a result of the Share Consolidation (the “Fractional Share Arrangement”). |
| --- | --- |
The Board reserves its right to determine not to proceed with, and abandon, the Share Consolidation contemplated above if it determines in its sole discretion that implementing the Share Consolidation is not in the best interests of the Company and its Shareholders. As such, if the Board did not determine any ratio within such one-year period, the Share Consolidation would not proceed and will be abandoned.
TheBoard recommends a vote FOR the resolutions.
Willthere be any other items of business on the agenda?
The Board is not aware of any other matters that will be presented for consideration at the Extraordinary Meeting. Nonetheless, in case there is an unforeseen need, the accompanying proxy gives discretionary authority to the persons named on the proxy with respect to any other matters that might be brought before the Extraordinary Meeting or at any postponement or adjournment of the Extraordinary Meeting. Those persons intend to vote that proxy in accordance with their judgment.
Whois entitled to vote at the Extraordinary Meeting?
Only shareholders of record of our Ordinary Shares and Preferred Shares, as of 5:00 p.m., New York time on November 14, 2025 (the “RecordDate”) are entitled to notice and to vote at the Extraordinary Meeting and any adjournment or postponement thereof.
As of the Record Date, there were 20,769,483 Ordinary Shares, par value US$0.0001 per share (the “Ordinary Shares”) and 2,000,000 Series A Preferred Shares, par value US$0.0001 per share (the “Series A Preferred Shares”) and 10,000,000 Series B Preferred Shares, par value US$0.0001 per share (the “Series B Preferred Shares” collectively with Series A Preferred Shares, “Preferred Shares”) issued and outstanding. Each registered shareholder of Ordinary Shares on the Record Date is entitled to one (1) vote for each Ordinary Share then held, each registered shareholder of Series A Preferred Shares on the Record Date is entitled to 20 votes for each Series A Preferred Share then held and each registered shareholder of Series B Preferred Shares on the Record Date is entitled to 50 votes for each Series B Preferred Share then held. The shares represented by any proxy in the enclosed proxy card will be voted in accordance with the instructions given on the proxy card if the proxy card is properly dated, completed and executed and is received by the Company prior to the commencement of the Extraordinary Meeting or any adjournment(s) or postponement(s) thereof. The enclosed proxy card or voting instruction card shows the number of shares you are entitled to vote at the Extraordinary Meeting.
Mr. Bong Lau, our Chairman of the Board and Chief Executive Officer, currently owns all the issued and outstanding Preferred Shares.
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Shareholderof Record: Shares Registered in Your Name
If on the Record Date your shares were registered directly in your name with the Company, then you are a shareholder of record. As a shareholder of record, you may vote in person at the Extraordinary Meeting or vote by proxy. Whether or not you plan to attend the Extraordinary Meeting, to ensure your vote is counted, we encourage you to vote either by Internet or by filling out and returning the enclosed proxy card.
BeneficialOwner: Shares Registered in the Name of a Broker or Bank
If on the Record Date your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the Extraordinary Meeting. As the beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. Your broker will not be able to vote your shares unless your broker receives specific voting instructions from you. We strongly encourage you to vote.
Whatconstitutes a quorum and how will votes be counted?
The Extraordinary Meeting will be held if at least two shareholders entitled to vote and representing not less than one-third (1/3) of the votes attached to the issued share capital of the Company then in issue are present, either in person or by proxy. Abstentions will be counted as entitled to vote for purposes of determining a quorum. Broker non-votes and abstentions will not be taken into account in determining the outcome of the proposal. In the event that there are not sufficient votes for a quorum, the Extraordinary Meeting may be adjourned or postponed in order to permit the further solicitation of proxies.
VotesRequired
Howmany votes are required to approve a proposal?
Assuming a quorum as referenced above is reached:
Proposals 1(A) and 1(B) will be approved if passed by a simple majority of the votes cast by the shareholders entitled to vote at the Extraordinary Meeting, in person or by proxy.
Only shares that are voted are taken into account in determining the proportion of votes cast for the proposals. Any shares not voted (whether by abstention, broker non-vote or otherwise) will not impact any of the votes.
Howdo I vote?
Your shares may only be voted at the Extraordinary Meeting if you are entitled to vote and present in person or are represented by proxy. Whether or not you plan to attend the Extraordinary Meeting, we encourage you to vote by proxy to ensure that your shares will be represented.
You may vote using any of the following methods:
| ● | By Internet. You may vote by using the Internet in accordance with the instructions included in the proxy card. The Internet voting<br> procedures are designed to authenticate shareholders’ identities, to allow shareholders to vote their shares and to confirm<br> that their instructions have been properly recorded. |
|---|---|
| ● | By Mail. Shareholders of record as of the Record Date may submit proxies by completing, signing and dating their proxy cards and<br> mailing them in the accompanying pre-addressed envelopes. If you return your signed proxy but do not indicate your voting preferences,<br> your shares will be voted on your behalf “FOR” each of the Proposals. Shareholders who hold shares beneficially in street<br> name may provide voting instructions by mail by completing, signing and dating the voting instruction forms provided by their brokers,<br> banks or other nominees and mailing them in the accompanying pre-addressed envelopes. |
| --- | --- |
| ● | By Fax. You may vote by proxy by marking the enclosed proxy card, dating and signing it, and faxing it according to the fax number<br> provided on the enclosed proxy. |
| --- | --- |
| ● | In person at the Extraordinary Meeting. Shares held in your name as the shareholder of record may be voted in person at the Extraordinary<br> Meeting or at any postponement or adjournment of the Extraordinary Meeting. Shares held beneficially in street name may be voted<br> in person only if you obtain a legal proxy from the broker, bank or nominee that holds your shares giving you the right to vote the<br> shares. Even if you plan to attend the Extraordinary Meeting, we recommend that you also submit your proxy or voting instructions by mail or Internet so that your vote will be counted if you later decide not to attend the Extraordinary Meeting. |
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RevokingYour Proxy
Even if you execute a proxy, you retain the right to revoke it and to change your vote by notifying us at any time but no later than two hours before the commencement of the meeting or adjourned meeting, at which the proxy is voted. Mere attendance at the meeting will not revoke a proxy. Such revocation may be effected by following the instructions for voting on your proxy card or vote instruction form. Unless so revoked, the shares represented by proxies, if received in time, will be voted in accordance with the directions given therein. However, if you are shareholder of record, delivery of a proxy would not preclude you from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.
If the Extraordinary Meeting is postponed or adjourned for any reason, at any subsequent reconvening of the Extraordinary Meeting, all proxies will be voted in the same manner as the proxies would have been voted at the original convening of the Extraordinary Meeting (except for any proxies that have at that time effectively been revoked or withdrawn), even if the proxies had been effectively voted on the same or any other matter at a previous Extraordinary Meeting that was postponed or adjourned.
ProxySolicitation Costs
We will bear the entire cost of this solicitation of proxies, including the preparation, assembly, printing, and mailing of the proxy materials that we may provide to our shareholders. Copies of solicitation material will be provided to brokerage firms, fiduciaries and custodians holding shares in their names that are beneficially owned by others so that they may forward the solicitation material to such beneficial owners. We may solicit proxies by mail, and the officers and employees of the Company, who will receive no extra compensation therefore, may solicit proxies personally or by telephone. The Company will reimburse brokerage houses and other nominees for their expenses incurred in sending proxies and proxy materials to the beneficial owners of shares held by them.
PROPOSALNO. 1(A) – IN RESPECT OF SHARE CONSOLIDATION
Purposeof Share Consolidation
The Company’s ordinary shares are listed on The Nasdaq Capital Market under the trading symbol of “ILAG.” In order for the ordinary shares to continue to be listed on The Nasdaq Capital Market, the Company must satisfy various listing standards established by Nasdaq. Among others, Nasdaq Listing Rule 5550(a)(2) requires that listed shares maintain a minimum bid price of $1.00 per share (the “Bid Price Rule”). On January 23, 2025, the Company received a letter from Nasdaq indicating that it is no longer in compliance with the Bid Price Rule. The Company was provided 180 calendar days, or until July 22, 2025, to regain compliance. The listed security of the Company did not regain compliance with the minimum $1 bid price per share requirement by July 22, 2025. However, Nasdaq Staff has on July 23, 2025 determined that the Company is eligible for an additional 180 calendar day period, or until January 19, 2026, to regain compliance. If at any time during this additional time period the closing bid price of the Company’s ordinary shares is at least $1 per share for a minimum of 10 consecutive business days, Nasdaq will provide written confirmation of compliance and this matter will be closed. If compliance cannot be demonstrated by January 19, 2026, Staff will provide written notification that the Company’s securities will be delisted. At that time, the Company may appeal the Staff’s determination to a Hearings Panel of NASDAQ.
In order to retain the compliance with the Bid Price Rule under NASDAQ Listing Rule, the closing bid price of the Company’s ordinary shares should be at least $1.00 for a minimum of ten consecutive business days. As of the date of this proxy statement, the Company has not yet regained the compliance with the Bid Price Rule.
The Board believes that the delisting of the ordinary shares from The Nasdaq Capital Market would likely result in decreased liquidity. Such decreased liquidity would result in the increase in the volatility of the trading price of the ordinary shares, a loss of current or future coverage by certain analysts and a diminution of institutional investor interest. In addition, the Board believes that such delisting could also cause a loss of confidence of corporate partners, customers and employees, which could harm the Company’s business and future prospects.
To enhance the Company’s ability to regain the compliance of the Bid Price Rule, the Board believes that it is in the best interest of the Company and its stockholders to provide shareholders’ authorization to the Board to effect the Share Consolidation, if necessary, to increase the market price of the Ordinary Shares to regain the compliance with Nasdaq. As a result, the Board is soliciting stockholders’ approval and authorization to the Board for a share consolidation of the issued and authorized Ordinary Shares and Preferred Shares of the Company (collectively, the “Shares”) at a ratio within the Range, accompanied by a corresponding increase in the par value of the Ordinary Shares and Preferred Shares, at all to be determined by the Board in its sole discretion within one year after the shareholders’ approval to provide such authorization to the Board.
In evaluating whether or not to conduct such share consolidation, the Board also took into account various negative factors associated with such corporate action. These factors include: the negative perception of share consolidation held by some investors, analysts and other stock market participants; the fact that the share prices of some companies that have effected of share consolidation have subsequently declined back to pre-consolidation levels; the adverse effect on liquidity that might be caused by a reduced number of shares outstanding; and the costs associated with implementing a share consolidation.
The Board considered these factors, and the potential harm of being delisted from The Nasdaq Capital Market. The Board determined that continued listing on The Nasdaq Capital Market is in the best interest of the Company and its stockholders, and that the Share Consolidation is probably necessary to maintain the listing of the Company’s ordinary shares on The Nasdaq Capital Market.
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In addition, there can be no assurance that, after the Share Consolidation, the Company would be able to maintain the listing of the Ordinary Shares on The Nasdaq Capital Market. The Nasdaq Capital Market maintains several other continued listing requirements currently applicable to the listing of the Ordinary Shares. Stockholders should recognize that if the Share Consolidation is effected, they will own a smaller number of Shares than they currently own. While the Company expects that the Share Consolidation will result in an increase in the market price of the Ordinary Shares, it may not increase the market price of the Ordinary Shares in proportion to the reduction in the number of Ordinary Shares outstanding or result in a permanent increase in the market price (which depends on many factors, including our performance, prospects and other factors that may be unrelated to the number of shares outstanding).
If the Share Consolidation is effected and the market price of the Company’s ordinary shares declines, the percentage decline as an absolute number and as a percentage of the Company’s overall market capitalization may be greater than would occur in the absence of the Share Consolidation. Furthermore, the liquidity of the Company’s ordinary shares could be adversely affected by the reduced number of shares that would be outstanding after the Share Consolidation. Accordingly, the Share Consolidation may not achieve the desired results that have been outlined above.
FractionalShares
No fractional shares shall be issued upon the Share Consolidation. Upon approval of Proposal No. 1(A) and 1(B), the Directors will be authorised to settle as they consider expedient any difficulty which arises in relation to such fraction shares, including but not limited to rounding up any fractions of Shares for issuing to such shareholders of the Company who are entitled to fractional shares following or as a result of the Share Consolidation.
Effectsof the Share Consolidation
If the Share Consolidation is effected, each shareholder’s proportionate ownership of the issued and outstanding Shares immediately following the effectiveness of the Share Consolidation would remain the same, with the exception of adjustments related to the treatment of fractional shares (see above).
If the Share Consolidation is effected, proportionate adjustments will be made based on the ratio of the Share Consolidation to the per share exercise price and the number of shares issuable upon the exercise or conversion of all outstanding options, warrants, convertible or exchangeable securities entitling the holders to purchase, exchange for, or convert into, our ordinary shares. This will result in approximately the same aggregate price being required to be paid under such options, warrants, convertible or exchangeable securities upon exercise, and approximately the same value of ordinary shares being delivered upon such exercise, exchange or conversion, immediately following the Share Consolidation as was the case immediately preceding the Share Consolidation.
Procedurefor Implementing the Share Consolidation
If the Share Consolidation is effected, as soon as practicable after the effective date of the Share Consolidation, the Company’s shareholders will be notified that the Share Consolidation has been effected through filing with SEC by the Company. The Company expects that its transfer agent, TranShare Securities Transfer and Registrar, will act as exchange agent for purposes of implementing the exchange of share certificates for the Share Consolidation. If needed, holders of pre-consolidation shares will be asked to surrender to the exchange agent certificates representing pre-consolidation Shares in exchange for certificates representing post-consolidation Shares or, in the case of holders of non-certificated shares, such proof of ownership as required by the exchange agent, in accordance with the procedures to be set forth in a letter of transmittal that the Company will send to its registered shareholders. No new share certificates will be issued to a shareholder until such shareholder has surrendered such shareholder’s outstanding share certificate(s) together with the properly completed and executed letter of transmittal to the exchange agent.
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SHAREHOLDERSSHOULD NOT DESTROY ANY SHARE CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
If the Share Consolidation is effected, Banks, brokers or other nominees will be instructed to effect the Share Consolidation for their beneficial holders holding shares in “street name.” However, these banks, brokers or other nominees may have different procedures from those that apply to registered shareholders for processing the Share Consolidation. If a shareholder holds shares with a bank, broker or other nominee and has any questions in this regard, shareholders are encouraged to contact their bank, broker or other nominee.
VoteRequired
Assuming that a quorum is present, the affirmative vote of a simple majority of the votes cast by the shareholders entitled to vote at the Extraordinary Meeting, in person or by proxy, is required to approve Proposal 1(A).
Recommendationof the Board
THEBOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF PROPOSAL No. 1(A) SHARE CONSOLIDATION.
PROPOSALNO. 1(B) – IN RESPECT OF FRACTIONAL SHARES Arrangement
On November 12, 2025, the Board approved, and directed that there be submitted to the shareholders of the Company for approval, that immediately following the approval of the Share Consolidation proposal, the Directors be and are hereby authorised to settle as they consider expedient any difficulty which arises in relation to the Share Consolidation, including but without prejudice to the generality of the foregoing capitalising all or any part of any amount for the time being standing to the credit of any reserve or fund of the Company (including its share premium account and profit and loss account) whether or not the same is available for distribution and applying such sum in paying up unissued Shares to be issued to shareholders of the Company to round up any fractions of Shares issued to or registered in the name of such shareholders of the Company following or as a result of the Share Consolidation (the “Fractional Shares Arrangement”).
If the Share Consolidation proposal is not approved, then this Fractional Shares Arrangement will not be applicable.
VoteRequired
Assuming that a quorum is present, the affirmative vote of a simple majority of the votes cast by the shareholders entitled to vote at the Extraordinary Meeting, in person or by proxy, is required to approve Proposal No. 1(B) Fractional Shares Arrangement.
Recommendationof the Board
THEBOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF PROPOSAL No. 1(B) FRACTIONALSHARES Arrangement.
OTHERMATTERS
Our Board is not aware of any business to come before the Extraordinary Meeting other than those matters described above in this Proxy Statement. However, if any other matters should properly come before the Extraordinary Meeting, it is intended that proxies in the accompanying form will be voted in accordance with the judgment of the person or persons voting the proxies.
TransferAgent and Registrar
The transfer agent and registrar for our Shares is TranShare Securities Transfer and Registrar of Transhare Corporation, 17755 US Highway 19 N, Suite# 140, Clearwater, Fl. 33764, and its telephone number is +1 (303) 662-1112.
WhereYou Can Find More Information
We file annual report and other documents with the SEC under the Exchange Act. Our SEC filings made electronically through the SEC’s EDGAR system are available to the public at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file with the SEC at the SEC’s public reference room located at 100 F Street, NE, Room 1580, Washington, DC 20549. Please call the SEC at (800) SEC-0330 for further information on the operation of the public reference room.
| BY<br> ORDER OF THE BOARD OF DIRECTORS | |
|---|---|
| November<br> 18, 2025 | /s/ Bong Lau |
| Bong<br> Lau | |
| Chairman<br> of the Board and Chief Executive Officer |
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Exhibit99.2
IntelligentLiving Application Group Inc.
PROXYFOR EXTRAORDINARY GENERAL MEETING
ToBe Held on December 15, 2025
THEBOARD RECOMMENDS A VOTE FOR
THEPROPOSALS.
1. To approve a share consolidation of all the issued and outstanding and authorized and unissued ordinary shares (the “Ordinary Shares”) and preferred shares including Series A and Series B preferred shares (the “PreferredShares”) of the Company be consolidated, with a corresponding increase in the par value of the Company’s Ordinary Shares and Preferred Shares, at any one time or multiple times during a period of up to one year after the date of the approval of the authorization of Share Consolidations by the shareholders of the Company, at the exact consolidation ratio and effective time as the Board of Directors of the Company (the “Board” or “Directors”) may determine from time to time in its absolute discretion provided that the accumulative consolidation ratio for all such share consolidation(s) (altogether, the “Share Consolidations” and each, a “Share Consolidation”) shall not be more than 1:200 (the “Range”), to be determined by the Company’s Board in its sole discretion. The registered office provider is authorized to file the Share Consolidation based on these resolutions and board resolutions to be adopted in relation to such Share Consolidation (the “Share Consolidation”).
| ______FOR | ______<br> AGAINST | _____<br> ABSTAIN |
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2. To approve, in respect of any all fractional entitlements to the issued consolidated shares resulting from the Share Consolidation, the Directors be and are hereby authorised to settle as they consider expedient any difficulty which arises in relation to the Share Consolidation, including but without prejudice to the generality of the foregoing capitalising all or any part of any amount for the time being standing to the credit of any reserve or fund of the Company (including its share premium account and profit and loss account) whether or not the same is available for distribution and applying such sum in paying up unissued Ordinary Shares and Preferred Shares to be issued to shareholders of the Company to round up any fractions of Ordinary Shares and Preferred Shares issued to or registered in the name of such shareholders of the Company following or as a result of the Share Consolidation (the “Fractional Share Arrangement”)
| _____<br> FOR | _______<br> AGAINST | ______<br> ABSTAIN |
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This Proxy is solicited on behalf of the management of Intelligent Living Application Group Inc. This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this Proxy will be voted FOR the proposals described above.
TOVOTE ONLINE: www.Transhare.com click on Vote Your Proxy
Enter Your Control Number:
TOVOTE BY EMAIL: Please email your signed proxy card to Proxy@Transhare.com
TOVOTE BY FAX: Please fax this proxy card to 1.727. 269.5616
TOVOTE BY MAIL: Please sign, date and mail to
ProxyTeam
TranshareCorporation
17755US Highway 19 N, Suite 140
ClearwaterFL 33764
The undersigned hereby appoints Bong Lau and Frederick Wong as proxy, with the power to appoint their substitute, to vote all the ordinary shares of the Company which the undersigned would be entitled to vote if personally present at the Extraordinary General Meeting of Stockholders to be held at Unit 2, 5/F, Block A, Profit Industrial Building, 1-15 Kwai Fung Crescent, Kwai Chung, New Territories, Hong Kong, on December 15, 2025, at 10:00 a.m. local time, or at any postponement or adjournment thereof, and upon any and all matters which may properly be brought before the Meeting or any postponement or adjournments thereof, hereby revoking all former proxies.
This Proxy, when properly executed, will be voted in the manner directed herein by the undersigned. If no direction is made with respect to any matter, this Proxy will be voted FOR such matter. Any and all proxies heretofore given by the undersigned are hereby revoked.
IMPORTANT: Please date this Proxy and sign exactly as your name or names appear hereon. If shares are held jointly, both owners must sign. Executors, administrators, trustees, guardians and others signing in a representative capacity should give their full titles.
| Signature<br> of Shareholder | Signature<br> of Joint Shareholder |
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| Dated: |