SCHEDULE: Nano Labs Insider Ownership Rises, Control Consolidated

Jianping Kong and affiliated entities increased their beneficial ownership in Nano Labs Ltd, consolidating control through share transfers and open-market purchases.

Summary

• Jianping Kong and affiliated entities now beneficially own 5,008,545 ordinary shares of Nano Labs Ltd, representing 21.2% of the total outstanding shares.
• This includes 2,558,841 Class A Ordinary Shares and 1,699,892 Class B Ordinary Shares held by JIANPING KONG LTD, and 749,812 Class A Ordinary Shares held by Wlyl Ltd.
• On November 24, 2025, 1,888,342 Class A Ordinary Shares were transferred from NLABS FUND PTE LTD. to JIANPING KONG LTD for centralized management.
• Wlyl Ltd purchased 90,000 Class A Ordinary Shares in open-market transactions between August 25 and August 27, 2025, for investment purposes.
• Nano Labs Ltd has a dual-class share structure where Class B Ordinary Shares are convertible into Class A shares on a 1:1 basis, but Class A shares are not convertible into Class B.
• Class B Ordinary Shares carry 30 votes per share, while Class A Ordinary Shares carry one vote per share, giving significant voting power to Class B holders.
• The percentage of class represented by beneficial ownership is calculated based on 23,571,833 outstanding Ordinary Shares as of November 26, 2025, assuming conversion of all Class B shares into Class A shares.

Sentiment

Score: 5

Explanation: The filing details a consolidation of insider ownership and control, which can be viewed positively for stability but negatively for minority shareholder influence due to the dual-class structure. The sentiment is neutral as it's primarily an ownership disclosure with inherent pros and cons depending on an investor's perspective on corporate governance.

Positives

• Increased beneficial ownership by key insiders like Jianping Kong and his affiliated entities may signal confidence in the company's future prospects.
• The transfer of shares to JIANPING KONG LTD for 'centralized management' could lead to more streamlined decision-making and strategic alignment.

Negatives

• The dual-class share structure, where Class B shares (primarily held by insiders) have 30 times the voting power of Class A shares, significantly concentrates control and dilutes the voting influence of Class A shareholders.
• This concentrated voting power could lead to corporate decisions that may not always align with the interests of minority Class A shareholders.

Risks

• Concentrated voting power: The 30:1 voting ratio for Class B shares gives substantial control to Mr. Jianping Kong and his affiliates, potentially limiting the ability of other shareholders to influence corporate governance or strategic direction.
• Potential for conflicts of interest: With significant control, decisions made by the controlling group might prioritize their interests over those of other shareholders.
• Limited recourse for minority shareholders: The disproportionate voting rights could make it challenging for Class A shareholders to effect change or hold management accountable.

Future Outlook

The filing does not provide specific forward-looking statements or guidance regarding the company's financial performance or operational outlook, focusing instead on changes in beneficial ownership and control structure.

Management Comments

• Wlyl Ltd purchased 90,000 Class A Ordinary Shares in open-market transactions for investment purposes.
• 1,888,342 Class A Ordinary Shares were transferred from NLABS FUND PTE LTD. to JIANPING KONG LTD for centralized management.

Industry Context

The consolidation of control by a founder or key insider through a dual-class share structure is a common characteristic in certain technology companies, often aimed at preserving long-term vision and strategic independence. However, it frequently raises corporate governance concerns among institutional investors and proxy advisors due to the significant disparity in voting rights compared to economic ownership.

Corporate Governance

Related Party Transactions

• The transfer of 1,888,342 Class A Ordinary Shares from NLABS FUND PTE LTD. to JIANPING KONG LTD involves entities controlled by or affiliated with Mr. Jianping Kong, indicating a related party transaction for centralized management.
• The beneficial ownership structure itself, involving Mr. Jianping Kong, NlabsDAO Trust, JIANPING KONG LTD, Lunyu Trust, and Wlyl Ltd, represents a network of related parties exercising shared control over the Issuer's securities.

Stakeholder Impact

• Shareholders: Class A shareholders may experience a further dilution of their voting power relative to their economic interest due to the increased concentration of Class B shares and the 30:1 voting ratio.
• Management: The consolidation of shares under 'centralized management' by Mr. Kong's entities could lead to more unified strategic direction and decision-making.
• Investors: Potential investors will need to consider the implications of this concentrated control and dual-class structure on corporate governance and long-term shareholder value.

Key Dates

Recommendation

The filing reveals a consolidation of control by Jianping Kong and related entities, increasing their beneficial ownership to 21.2% of the total outstanding shares. The dual-class share structure, where Class B shares (primarily held by Kong's entities) carry 30 votes per share compared to 1 vote for Class A shares, grants substantial voting power to the controlling group. While increased insider ownership can signal confidence, the highly concentrated voting power raises corporate governance concerns regarding minority shareholder influence. The transactions themselves (open-market purchases for investment and transfers for centralized management) are not inherently negative but reinforce the existing control structure. Therefore, a 'hold' recommendation is appropriate as investors should monitor how this concentrated control impacts future strategic decisions and shareholder value, especially for Class A holders.

Keywords

Nano Labs Ltd, Schedule 13D, beneficial ownership, Jianping Kong, Class A shares, Class B shares, dual-class shares, corporate governance, insider ownership, share transfer, open market purchase, voting rights