SCHEDULE: Polibeli Group: Major Investors Consolidate 98.26% Stake

A group of investors, led by Xingyun International Company Limited, has disclosed beneficial ownership of 98.26% of Polibeli Group Ltd's ordinary shares, representing 99.19% of total voting power.

Summary

• A group of seven reporting persons, including XINGYUN INTERNATIONAL COMPANY LIMITED, XINGYUN GROUP LIMITED, Eastern Bell International VII Limited, DING YI II OVERSEAS INTERNATIONAL LIMITED, TK Xingyun Investment Limited, Suzhou GSR United Phase III Equity Investment Partnership (Limited Partnership), and Suzhou Zhongxin Botong Jinshi Venture Capital Partnership (Limited Partnership), collectively reported beneficial ownership of Polibeli Group Ltd.
• The group beneficially owns 360,000,000 ordinary shares, comprising 312,720,720 Class A ordinary shares and 47,279,280 Class B ordinary shares.
• This represents 98.26% of the total outstanding ordinary shares, calculated based on 366,387,470 shares issued and outstanding as of September 30, 2025, assuming conversion of all Class B shares into Class A shares.
• The beneficially owned shares account for 99.19% of the total outstanding voting power of Polibeli Group Ltd.
• Polibeli Group Ltd has a dual-class share structure where Class A shares carry one vote each, and Class B shares carry ten votes each. Class B shares are convertible into Class A shares at any time, but Class A shares are not convertible into Class B shares.
• XINGYUN INTERNATIONAL COMPANY LIMITED is jointly controlled by a complex network of entities and individuals, including Mr. Wei Wang, Mr. Li Yan, Mr. David Su, Mr. Dongsheng Chen, Mr. Feng Yu, and Mr. Xiaofeng Pan.

Sentiment

Score: 3

Explanation: The extremely high concentration of ownership (98.26% of shares, 99.19% of voting power) by a single group, coupled with a dual-class share structure heavily favoring this group, creates significant governance concerns for minority shareholders. While it ensures stable control, it severely limits public float, liquidity, and the influence of other investors, making it less attractive from a broad market perspective.

Positives

• Significant investor confidence demonstrated by a large beneficial ownership stake.
• Concentrated ownership by a group of strategic investors could provide stability and long-term vision for the company.
• The substantial voting power (99.19%) ensures strong control over company decisions, potentially streamlining strategic execution.

Negatives

• The highly concentrated ownership (98.26% of shares, 99.19% of voting power) leaves very little float for public trading, potentially impacting liquidity.
• The dual-class share structure, with Class B shares having 10x voting power, heavily favors the controlling group, diminishing the influence of any remaining minority shareholders.
• The complex joint control structure involving multiple entities and individuals across different jurisdictions (Cayman Islands, BVI, Hong Kong, PRC) could introduce governance complexities.

Risks

• Limited Public Float and Liquidity Risk: With 98.26% of shares beneficially owned by a single group, the public float is extremely small, which could lead to low trading volume and high price volatility for remaining public shareholders.
• Minority Shareholder Disenfranchisement: The dual-class share structure, where the controlling group holds shares with significantly higher voting power (Class B shares), effectively disenfranchises minority Class A shareholders from influencing corporate decisions.
• Governance Risk: The highly concentrated ownership and complex control structure could lead to decisions being made primarily in the interest of the controlling group, potentially at the expense of other stakeholders.
• Regulatory Scrutiny: Such a high concentration of ownership and voting power might attract increased scrutiny from regulatory bodies regarding fair market practices and corporate governance.

Future Outlook

NA

Industry Context

This filing indicates a significant consolidation of ownership in Polibeli Group Ltd by a consortium of investors, many with ties to China-based entities. This level of concentrated ownership is common in certain emerging markets or privately-backed public companies, where founders or strategic investors maintain tight control. The dual-class structure is a mechanism often employed to ensure long-term strategic control, particularly in technology or growth-oriented companies, but it deviates from standard one-share-one-vote principles common in more mature markets.

Comparison to Industry Standards

• The 98.26% beneficial ownership and 99.19% voting power concentration is exceptionally high, far exceeding typical institutional ownership levels in publicly traded companies in developed markets. For example, in the S&P 500, even the largest institutional holders rarely exceed 10-15% individually, and aggregate institutional ownership typically ranges from 70-80%, but not by a single, unified group.
• The dual-class share structure, with Class B shares carrying 10 times the voting power of Class A shares, is a governance model seen in companies like Google (Alphabet), Meta (Facebook), and Berkshire Hathaway. However, in those cases, the public float is still substantial, and the founders/insiders typically hold a significant, but not near-total, majority of the voting power. Polibeli's structure effectively gives the reporting group almost complete control, making it more akin to a private company with a nominal public listing.
• This level of control by a single group is more comparable to a company undergoing a take-private transaction or a company with a very small public float post-IPO, rather than a widely held public entity.

Corporate Governance

Stakeholder Impact

• Shareholders: Remaining public shareholders face extremely limited liquidity due to the small public float. Their voting power is effectively negligible (0.81% of total voting power) due to the dual-class structure and concentrated ownership, potentially leading to a lack of influence over company direction and decisions.
• Management: The management team will operate under the near-absolute control of the reporting group, potentially leading to streamlined decision-making but also a lack of independent oversight.
• Creditors: The stability provided by a strong controlling shareholder group might be viewed positively by creditors, but the lack of independent governance could also be a concern.

Key Dates

Recommendation

The filing reveals an extremely high concentration of ownership (98.26% of shares, 99.19% of voting power) by a single, complex group, combined with a dual-class share structure that heavily favors this group. This effectively renders the company a private entity with a nominal public listing. For a seasoned investor, this implies virtually no public float, extremely low liquidity, and no meaningful influence for minority shareholders. The stock is unlikely to trade based on typical market dynamics or fundamental analysis, as control is absolute. Investing in such a company offers minimal upside potential from a governance or market efficiency perspective and significant downside risk due to lack of liquidity and minority shareholder protection. It is essentially a "controlled company" to an extreme degree, making it unattractive for most public market investors.

Keywords

Polibeli Group Ltd, beneficial ownership, Schedule 13G, Class A ordinary shares, Class B ordinary shares, voting power, XINGYUN INTERNATIONAL COMPANY LIMITED, dual-class shares, corporate control, institutional investors, China, Cayman Islands, British Virgin Islands