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April 4, 2023
Wai Lau
Chief Executive Officer
Intelligent Group Ltd
Unit 2803, Level 28, Admiralty Centre
Tower 1, 18 Harcourt Road
Admiralty, Hong Kong
Re:Intelligent Group Ltd
Amendment No. 5 to Draft Registration Statement on Form F-1
Submitted March 21, 2023
CIK No. 0001916416
Dear Wai Lau:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 5 to Draft Registration Statement on Form F-1 submitted March 21, 2023
Cover Page
1.We note that you deleted the disclosure that your previous auditor, Friedman LLP, is
headquartered in Manhattan, New York.  Please revise to disclose such information here
and also disclose the location of your current auditor, as you do on page 4.
Prospectus Summary
Recent Regulatory Developments in the PRC, page 6
2.We note your revised disclosure that "[o]n February 17, 2023, the CSRC released the Trial
Measures and five supporting guidelines" and that domestic companies "should fulfill the

 FirstName LastNameWai Lau
 Comapany NameIntelligent Group Ltd
 April 4, 2023 Page 2
 FirstName LastName
Wai Lau
Intelligent Group Ltd
April 4, 2023
Page 2
filing procedures and report relevant information to the CSRC" and that "any failure to
comply with such filling procedures may result in administrative penalties, such as an
order to rectify, warnings, and fines."  Please revise to provide a complete discussion of
how these regulations particularly apply to you, including your current status of
compliance with the process and related deadlines and transition periods, and the risk that
potential non-compliance may result in you being prohibited from listing or continuing to
list.  Also discuss the risk to investors if you list before receiving CSRC approval and
whether your offering is contingent upon receipt of approval from the CSRC.
Risk Factors
"Although the audit report included in this prospectus is prepared by U.S. auditors who are
subject to inspections by the PCAOB . . . ", page 15
3.Where you discuss the Holding Foreign Companies Accountable Act here, please revise to
disclose that such act was amended by the Consolidated Appropriations Act, 2023. Please
make conforming changes on page 4 of your prospectus.
Capitalization, page 38
4.Please revise your table to include bank borrowings.
            You may contact Tatanisha Meadows at 202-551-3322 or Adam Phippen at 202-551-
3336 if you have questions regarding comments on the financial statements and related
matters.  Please contact Brian Fetterolf at 202-551-6613 or Jennifer López Molina at 202-551-
3792 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Lawrence Venick