NIP Group Inc. approved changes to its authorized share capital structure after holding an extraordinary general meeting (EGM) in Hong Kong on December 29, 2025, according to a company announcement.
The resolutions, passed by special and ordinary shareholder votes, leave the company’s total authorized share capital unchanged at $200,000 USD, divided into 2.0 billion shares. However, the composition of those authorized shares was rebalanced across existing classes.
Under the approved amendments, NIP Group reduced the number of authorized Class A ordinary shares while increasing the number of authorized Class B1 and Class B2 ordinary shares. The changes were effected by re-designating approximately 91.5 million authorized but unissued Class A shares into Class B shares. No new shares were issued as part of the restructuring, and the company did not raise additional capital.
In conjunction with the share reallocation, shareholders approved the adoption of a Tenth Amended and Restated Memorandum and Articles of Association to reflect the updated capital structure. The company also authorized directors, officers, and its registered office provider to execute all necessary documents and filings, including those required in the Cayman Islands.
According to the Tenth Amended and Restated Memorandum and Articles of Association attached to the EGM notice, Class B1 and Class B2 shares carry enhanced voting rights relative to Class A shares, including a 20-to-1 voting ratio. The Articles also provide for a weighted voting mechanism under which Class B shares are entitled, in the aggregate, to exercise 67% of the voting power on matters requiring special resolutions. Because the EGM changes applied only to authorized but unissued shares, existing voting power was not affected at the time of the meeting. However, the expanded authorization of Class B shares increases the company’s capacity to issue high-vote equity in the future.
While multi-class share structures are common among founder-led public companies seeking to retain voting control, NIP Group’s actions appear to reflect a governance-focused adjustment rather than a financing event.