TOP KINGWIN Holders Approve 1-for-50 Reverse Split and Nexpu Name Change
Shareholders backed a 200x supervoting Class B structure, a jump in authorized capital to $625 million and a share consolidation effective December 17, 2026.
Top KingWin Ltd (DPU) told the SEC that shareholders approved a sweeping overhaul of its capital structure at an extraordinary general meeting held in Shenzhen on August 31, 2026. The nine approved resolutions include a name change to Nexpu Ltd, a 1-for-50 share consolidation effective December 17, 2026, an increase in authorized share capital to US$625,000,000, and an increase in the voting power of each Class B share from 40 votes to 200 votes.
The authorized capital increase lifts the company's share ceiling from US$31,250,000, split between 400,000,000 Class A and 100,000,000 Class B shares, to 7,500,000,000 Class A and 2,500,000,000 Class B shares — the creation of an additional 7.1 billion Class A and 2.4 billion Class B shares.
A second special resolution rewrote the Class B terms in three ways. Beyond the move to 200 votes per share, Class B shares may now be transferred to any person or entity (whether or not being an affiliate of such holder) without converting into Class A, and each Class B share becomes convertible into 200 Class A shares at any time. Class A holders retain one vote each and no conversion rights.
Shareholders also approved a capital reduction and reorganization that cuts the par value of every issued share from US$0.0625 to US$0.000001, cancelling US$0.062499 of paid-up capital per share. The resulting credit moves to a distributable reserve the board may use as it sees fit, including eliminating or setting off any accumulated losses of the Company. Authorized capital then drops to US$10,000 on the same share count.
The consolidation approved for December 17, 2026 combines every 50 issued and unissued Class A and Class B shares into one, taking authorized share capital to 150,000,000 Class A and 50,000,000 Class B shares at US$0.00005 par. No fractional shares will be issued; entitlements are rounded up to the next whole share.
Shareholders further adopted a Class B Ordinary Shares Incentive Plan, authorizing the board to grant awards and issue Class B shares under it, alongside three successive sets of amended memorandum and articles of association reflecting each step.
The votes were lopsided. Holders of 730,683 of 2,865,936 Class A shares and all 139,942 Class B shares participated, and with Class B carrying 40 votes apiece at the time, roughly 6.33 million votes were cast in favor of each item against no more than 1,278 against. The filing was signed by chief executive Ruilin Xu.
This is a factual summary of a public filing or press release, not investment advice. Verify all figures against the source before acting on them.
