{"url_path":"/sec/ecxj/10-k/2026/item-9a","section_key":"item-9a","section_title":"Item 9A Controls and Procedures**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-09-11","source_url":"https://www.sec.gov/Archives/edgar/data/1823635/0001493152-26-042301-index.html","accession_number":"0001493152-26-042301","cik":"0001823635","ticker":"ECXJ","issuer_name":"CXJ GROUP CO., Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1823635/0001493152-26-042301-index.html","primary_entity_key":"0001823635","primary_entity_name":"CXJ GROUP CO., Ltd"},"word_count":1077,"has_tables":true,"body_markdown":"**Item\n9A. Controls and Procedures**\n\n \n\nEvaluation\nof Disclosure Control and Procedures.\n\n \n\nWe\nconducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and\nChief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure\ncontrols and procedures”, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended\n(“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required\nto be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported,\nwithin the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures\nalso include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in\nthe reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including\nits principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions\nregarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of May\n31, 2026, that our disclosure controls and procedures were not effective.\n\n \n\nThe\nmatters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the\nPublic Company Accounting Oversight Board were: (1) lack of well-established procedures to identify, approve and review related party\ntransactions; (2) Inadequate design of controls related to business combination transactions accounting given the accounting complexities\nof business combinations, including, but not limited to, lack of mindset and methods to assess the value of the business prior to acquisition,\ninadequate process to determine the purchase price, lack of professional understanding to determine when the control of the business\nacquired is transferred or when the transaction is completed, and inability to make the appropriate disclosure; and (3) the Board does\nnot have a director who qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K.\n\n \n\n**Management’s\nReport on Internal Control over Financial Reporting**\n\n \n\nOur\nmanagement is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over\nfinancial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the\nsupervision of, the Company’s principal executive and principal financial officers and effected by the board of directors (the\n“Board”), management to provide reasonable assurance regarding the reliability of financial reporting and the preparation\nof financial statements for external purposes in accordance with U.S. generally accepted accounting principles (“US GAAP”)\nand includes those policies and procedures that:\n\n \n\n \n●\nApply\nto the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets\nof the company\n\n \n \n \n\n \n●\nProvide\nreasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with\nGAAP and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors\nof the company; and\n\n \n \n \n\n \n●\nProvide\nreasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s\nassets that could have a material effect on the financial statements.\n\n \n\nBecause\nof its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation\nof effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that\nthe degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed,\nhave inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect\nto financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material\nmisstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent\nlimitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to\nreduce, though not eliminate, this risk.\n\n \n\n50\n\n \n\n \n\nWe\ncarried out an assessment, under the supervision and with the participation of our management, including our Chief Executive Officer\nand Chief Financial Officer, of the effectiveness of our internal controls over financial reporting, as defined in Rules 13a-15(e) and\n15d-15(e) of the Exchange Act, as of May 31, 2026. Management based the assessment on criteria for effective internal control over financial\nreporting described in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission\n(2013 framework). Management’s assessment included an evaluation of the design of our internal control over financial reporting\nand testing of the operational effectiveness of its internal control over financial reporting. Based\non this assessment, management has concluded that as of May 31, 2026, our internal control over financial reporting was not effective\nto provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external\npurposes in accordance with U.S. generally accepted accounting principles. In an effort to remediate the identified material weaknesses\nand other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:\n\n \n\n \n●\nWe\nhave increased our personnel resources and technical accounting expertise within the accounting function and intend to hire one or\nmore additional personnel for the function due to turnover.\n\n \n \n \n\n \n●\nWe\nwill create a position to segregate duties consistent with control objectives.\n\n \n \n \n\n \n●\nWe\nplan to prepare written policies and procedures for operating, accounting and financial reporting to establish a formal process to\nclose our books monthly on an accrual basis and account for all transactions, including equity and debt transactions.\n\n \n\nThis\nAnnual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control\nover financial reporting. The Management’s report was not subject to attestation by the Company’s registered public accounting\nfirm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in\nthis Annual Report.\n\n \n\nChanges\nin Internal Control over Financial Reporting.\n\n \n\nThere\nwas no change in our internal controls over financial reporting that occurred during the year ended May 31, 2026, which has materially\naffected or is reasonably likely to materially affect, our internal controls over financial reporting."}