NIP Group (NIPG) president reports 18.4M Class B1 voting shares

Rhea-AI Filing Summary

NIP Group Inc. president and director Sun Liwei has filed an initial statement of beneficial ownership, reporting indirect holdings of 18,449,048 Class B1 ordinary shares through xiaOt Sun Holdings Limited. These Class B1 shares carry 20 votes per share and are convertible into Class A ordinary shares on a one-for-one basis at the holder’s option, while Class A shares carry one vote and are not convertible into Class B shares.

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

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Sun Liwei

(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)
	President

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)	18,449,048	I	By xiaOt Sun Holdings 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. xiaOt Sun Holdings Limited is a limited liability company established in the British Virgin Islands wholly owned by Liwei Sun.

	/s/ Liwei Sun	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 NIPG’s Form 3 filing by Sun Liwei show?

The Form 3 shows that president and director Sun Liwei indirectly holds 18,449,048 Class B1 ordinary shares. These shares are owned through xiaOt Sun Holdings Limited and represent his initial reported beneficial ownership position in NIP Group Inc. (NIPG).

How many NIPG Class B1 shares does Sun Liwei indirectly own?

Sun Liwei is reported to indirectly own 18,449,048 Class B1 ordinary shares of NIP Group Inc. The shares are held through xiaOt Sun Holdings Limited, a British Virgin Islands company that is wholly owned by him, according to the filing footnotes.

What voting rights do NIPG Class B1 ordinary shares provide?

NIP Group’s Class B1 ordinary shares provide 20 votes per share, compared with one vote for Class A ordinary shares. This structure gives Class B1 holders significantly higher voting power on matters subject to ordinary resolutions and the company’s weighted voting right framework.

Can NIPG Class B1 ordinary shares be converted into Class A shares?

Each NIP Group Class B1 ordinary share is convertible into one Class A ordinary share at any time at the holder’s option. Class A ordinary shares, however, are not convertible into Class B shares under any circumstances, preserving the special voting structure of Class B shares.

How are Sun Liwei’s NIPG shares held according to the Form 3?

The Form 3 states that the 18,449,048 Class B1 ordinary shares are held indirectly by xiaOt Sun Holdings Limited. This entity is a British Virgin Islands limited liability company that is wholly owned by Sun Liwei, aligning the economic interest with him through this holding company.