NIP Group (NIPG) Co-CEO discloses 33,451,073 high-vote Class B1 shares

Rhea-AI Filing Summary

NIP Group Inc. director and Co-Chief Executive Officer Mario Yau Kwan Ho filed an initial Form 3 reporting his beneficial ownership in the company. He is shown as indirectly holding 33,451,073 Class B1 ordinary shares, recorded as held by Seventh Hokage Management Limited.

The filing notes that NIP Group’s capital structure includes Class A, Class B1 and Class B2 ordinary shares. Class A carries one vote per share, while each Class B1 and Class B2 share carries 20 votes per share, giving these shares significantly higher voting power. Each Class B1 or B2 share is convertible into one Class A share at the holder’s option, but Class A shares cannot be converted into Class B shares.

The Form 3 also explains that Seventh Hokage Management Limited is wholly owned by Seventh Hokage Holdings Limited, both organized in the British Virgin Islands, and that these entities are beneficially owned through a trust for the benefit of Mario Yau Kwan Ho and his family.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Ho Mario Yau Kwan

Role Co-Chief Executive Officer

Type	Security	Shares	Price	Value
holding	Class B1 ordinary share	--	--	--

Holdings After Transaction: Class B1 ordinary share — 33,451,073 shares (Indirect, By Seventh Hokage Management Limited)

Footnotes (1)

1. The authorized share capital of NIP Group Inc. consists of Class A ordinary shares, Class B1 ordinary shares and Class B2 ordinary shares. Each holder of Class A ordinary shares is entitled to one vote per share, while each holder of Class B1 ordinary shares and Class B2 ordinary shares is entitled to 20 votes per share, subject to the approval conditions for ordinary resolutions, the Weighted Voting Right and certain restrictions. Each Class B1 ordinary share and Class B2 ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances. Seventh Hokage Management Limited is a limited liability company established in the British Virgin Islands. Seventh Hokage Management Limited is wholly owned by Seventh Hokage Holdings Limited, a limited liability company established in the British Virgin Islands, which is beneficially owned by Mario Yau Kwan Ho through a trust. Mario Yau Kwan Ho and his family are the trust's beneficiaries.

Understanding Insider Trading Forms →

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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1. Name and Address of Reporting Person^*

Ho Mario Yau Kwan

(Last) (First) (Middle)

NO.26, GAOXIN 2ND ROAD

EAST LAKE HIGH-TECH DEVELOPMENT ZONE

(Street)

WUHAN 430000

(City) (State) (Zip)

CHINA

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026

3. Issuer Name and Ticker or Trading Symbol
NIP Group Inc. [ NIPG ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Chief Executive Officer

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B1 ordinary share(1)	33,451,073	I	By Seventh Hokage Management Limited(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The authorized share capital of NIP Group Inc. consists of Class A ordinary shares, Class B1 ordinary shares and Class B2 ordinary shares. Each holder of Class A ordinary shares is entitled to one vote per share, while each holder of Class B1 ordinary shares and Class B2 ordinary shares is entitled to 20 votes per share, subject to the approval conditions for ordinary resolutions, the Weighted Voting Right and certain restrictions. Each Class B1 ordinary share and Class B2 ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof, while Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

2. Seventh Hokage Management Limited is a limited liability company established in the British Virgin Islands. Seventh Hokage Management Limited is wholly owned by Seventh Hokage Holdings Limited, a limited liability company established in the British Virgin Islands, which is beneficially owned by Mario Yau Kwan Ho through a trust. Mario Yau Kwan Ho and his family are the trust's beneficiaries.

	/s/ Mario Yau Kwan Ho	03/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

FAQ

What does Mario Yau Kwan Ho report owning in NIP Group Inc. (NIPG) on this Form 3?

He reports indirect beneficial ownership of 33,451,073 Class B1 ordinary shares of NIP Group Inc. These shares are held through Seventh Hokage Management Limited and associated holding and trust structures benefiting him and his family.

How many votes do NIP Group Inc. (NIPG) Class B1 ordinary shares carry per share?

Each Class B1 ordinary share carries 20 votes per share. By contrast, each Class A ordinary share carries one vote per share, giving Class B1 holders substantially greater voting power on shareholder matters subject to ordinary resolutions and the stated weighted voting right structure.

Can NIP Group Inc. (NIPG) Class B1 and Class B2 shares be converted into Class A shares?

Yes. Each Class B1 ordinary share and Class B2 ordinary share is convertible into one Class A ordinary share at any time at the holder’s option. Class A ordinary shares, however, cannot be converted into any class of Class B ordinary shares.

How are the reported NIP Group Inc. (NIPG) shares held for Mario Yau Kwan Ho?

The shares are held indirectly through Seventh Hokage Management Limited, a British Virgin Islands company. That entity is wholly owned by Seventh Hokage Holdings Limited, which is beneficially owned via a trust whose beneficiaries are Mario Yau Kwan Ho and his family.

What is the purpose of this NIP Group Inc. (NIPG) Form 3 filing by Mario Yau Kwan Ho?

This Form 3 serves as an initial statement of beneficial ownership by director and Co-Chief Executive Officer Mario Yau Kwan Ho. It discloses his indirect holdings of Class B1 ordinary shares through related offshore entities and a family trust structure.