Etoiles Capital Group Co., Ltd S-4/A, filed Sep 1, 2026

Etoiles Capital Group Co., Ltd (EFTY)

S-4/A 2026-09-01

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Added on October 16, 2026

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Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Smaller reporting company ☐
		Emerging growth company ☒

	BY ORDER OF OUR BOARD OF DIRECTORS


	Kit Shing, CHEUNG
	Chief Executive Officer
	Hong Kong

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	ii
IMPORTANT INFORMATION ABOUT THE ANNUAL GENERAL MEETING, VOTING AND THE DOMESTICATION PROPOSAL	iv
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS	1
RISK FACTORS	9
PROPOSAL NO. 1 THE DOMESTICATION PROPOSAL	12
PROPOSAL NO. 2 NEW CHARTER PROPOSAL	14
PROPOSAL NO.3 ELECTION OF DIRECTORS	15
PROPOSAL NO. 4 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	16
PROPOSAL NO. 5 THE ADJOURNMENT PROPOSAL	18
COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS	19
MANAGEMENT AND CORPORATE GOVERNANCE	25
EXECUTIVE COMPENSATION	31
EQUITY COMPENSATION PLAN INFORMATION	34
REPORT OF AUDIT COMMITTEE	35
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	36
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	37
DESCRIPTION OF SECURITIES	40
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS	44
APPRAISAL RIGHTS	51
STOCKHOLDER NOMINATIONS AND PROPOSALS OF ETOILES CAPITAL	52
STOCKHOLDER NOMINATIONS AND PROPOSALS OF ETOILES CAPITAL NEVADA	53
SHAREHOLDER COMMUNICATIONS	56
LEGAL MATTERS	57
EXPERTS	57
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE	58
DELINQUENT SECTION 16(A) REPORTS	59
CODE OF CONDUCT AND ETHICS	59
OTHER MATTERS	60

Proposal 1: Domestication Proposal		A special resolution, being the affirmative vote of the holders of at least two-thirds of the votes cast by the Class A ordinary shares, represented in person or by proxy, entitled to vote thereon, and who vote at the annual general meeting is required to approve the domestication proposal. You may vote “FOR,” “AGAINST” or “ABSTAIN” on the domestication proposal. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the domestication proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Abstentions and broker non-votes, if any, will not count as a vote cast at the annual general meeting and will have no effect on the results of this vote, other than counting towards the quorum of the meeting.

Proposal 2: New Charter Proposal		A special resolution, being the affirmative vote of the holders of at least two-thirds of the votes cast by the Class A ordinary shares, represented in person or by proxy, entitled to vote thereon, and who vote at the annual general meeting is required to approve the new charter proposal. You may vote “FOR,” “AGAINST” or “ABSTAIN” on the new charter proposal. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the new charter proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Abstentions and broker non-votes, if any, will not count as a vote cast at the annual general meeting and will have no effect on the results of this vote, other than counting towards the quorum of the meeting.

Proposal 3: Election of Directors		An ordinary resolution, being a resolution passed by the holders of not less than a simple majority of the votes cast by the Class A ordinary shares, represented in person or by proxy and entitled to vote thereon and who vote at the annual general meeting, is required for the election of each director. If the number of shares voted “FOR” a director nominee exceeds the number of votes cast “AGAINST,” the nominee will be elected as a director. You may vote “FOR,” “AGAINST” or “ABSTAIN” on each of the nominees for election as director. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the election of the directors. As a result, any shares not voted by a customer will be treated as a broker non-vote. Abstentions and broker non-votes, if any, will not count as a vote cast at the annual general meeting and will have no effect on the results of this vote, other than counting towards the quorum of the meeting.

Proposal 4: Appointment of Independent Registered Public Accounting Firm Proposal		An ordinary resolution, being a resolution passed by the holders of not less than a simple majority of the votes cast by the Class A ordinary shares, represented in person or by proxy and entitled to vote thereon and who vote at the annual general meeting for this proposal is required to ratify the selection of our independent registered public accounting firm. If the number of shares voted “FOR” the ratification of the appointment of SRCO, C.P.A., Professional Corporation as our independent registered public accounting firm exceeds the number of votes cast “AGAINST,” the appointment of SRCO, C.P.A., Professional Corporation as our independent registered public accounting firm will be ratified. You may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions will have no effect on the results of this vote. Brokerage firms have authority to vote customers’ unvoted shares held by the firms in street name on this proposal. Accordingly, there will be no broker non-votes with respect to this proposal. We are not required to obtain the approval of our shareholders to select our independent registered public accounting firm. However, if our shareholders do not ratify the appointment of SRCO, C.P.A., Professional Corporation as our independent registered public accounting firm for 2026, our Audit Committee of the Board (the “Audit Committee”) will reconsider its selection.

Proposal 5: Adjournment Proposal		An ordinary resolution, being the affirmative vote of the holders of a majority of the votes cast by the Class A ordinary shares, represented in person or by proxy and entitled to vote at the annual general meeting and who vote at the annual general meeting. The adjournment proposal is not conditioned upon any other proposal. You may vote “FOR,” “AGAINST” or “ABSTAIN” on the adjournment proposal. Brokerage firms do not have authority to vote customers’ unvoted shares held by the firms in street name for the adjournment proposal. As a result, any shares not voted by a customer will be treated as a broker non-vote. Abstentions and broker non-votes, if any, will not count as a vote cast at the annual general meeting and will have no effect on the results of this vote, other than counting towards the quorum of the meeting.

Name	2025 (US$)		2024 (US$)
Audit Fees⁽¹⁾		155,000		280,000
Audit-Related Fees		-		-
Tax Fees⁽²⁾		-		-
All Other Fees⁽³⁾		-		-

	Etoiles Capital	Etoiles Capital Nevada
Stockholder/Shareholder Approval of Business Combinations	Mergers require a Special Resolution (as defined in the Cayman Islands Companies Act), and any other authorization as may be specified in the relevant articles of association. Parties holding certain security interests in the constituent companies must also consent. All mergers (other than parent/subsidiary mergers) require shareholder approval - there is no exception for smaller mergers. Where a bidder has acquired 90% or more of the shares in a Cayman Islands company, it can compel the acquisition of the shares of the remaining shareholders and thereby become the sole shareholder. A Cayman Islands company may also be acquired through a “scheme of arrangement” sanctioned by a Cayman Islands court and approved by 50%+1 in number and 75% in value of shareholders in attendance and voting at a shareholders’ meeting.	Under the NRS, subject to certain exceptions, mergers generally require approval of the board of directors and the approval of the holders of a majority of the total voting power of the outstanding shares of capital stock entitled to vote thereon of each constituent corporation. Under the NRS, in certain circumstances and subject to certain exceptions, mergers in which less than 20% of the acquiror’s common stock (as of immediately prior to the effective date of the merger) is issued, and where the acquiror is a constituent corporation surviving the merger, generally do not require acquirer stockholder approval. Under the NRS, subject to certain exceptions, mergers in which one corporation owns 90% or more of the outstanding shares of each class of stock of a second corporation may be completed without the approval of the second corporation’s board of directors or stockholders.

Stockholder/Shareholder Votes for Routine Matters	Under the Cayman Islands Companies Act and the Existing Organizational Documents, routine corporate matters may be approved by the board of directors, unless shareholder approval is required. Unless the Cayman Islands Companies Act or the Existing Organizational Documents expressly provide for a Special Resolution, decisions of the shareholders may be approved by an ordinary resolution (being a resolution passed by a simple majority of the shareholders who are entitled to vote and who vote at a general meeting, or by unanimous written resolution).	Under the NRS, matters other than the election of directors require the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter (subject to certain exceptions under the NRS).

Election of Directors	Directors are appointed by an ordinary resolution (being a resolution passed by a simple majority of the shareholders who are entitled to vote and who vote). Directors may also be appointed by the Board, whether to fill a casual vacancy or as an addition to the existing Board.	Directors are elected by a plurality of voting power of the outstanding shares present in person or represented by proxy and entitled to vote on the election of directors.

	Etoiles Capital	Etoiles Capital Nevada
Removal of Directors	Any or all of the directors may be removed by an Ordinary Resolution (being the affirmative vote of the holders of a simple majority of the votes cast by the Class A ordinary shares, represented in person or by proxy, entitled to vote at a general meeting and who vote at the general meeting, or by a written resolution of the requisite majority). No cause is required.	Under the NRS, directors may be removed with or without cause by the affirmative vote of the holders of at least 66 2/3% of the total voting power of the outstanding shares of capital stock entitled to vote generally in the election of directors.

Appraisal Rights	Minority shareholders that dissent from a merger are entitled to be paid the fair market value of their shares, which if necessary may ultimately be determined by the court.	Under the NRS, a holder of shares of any class or series of stock of a corporation that is listed on a national securities exchange or held of record by more than 2,000 holders and a market value of at least $20,000,000 generally does not have appraisal rights in connection with a merger, consolidation, conversion, transfer, domestication or continuance, subject to certain exceptions. Such holders do, however, generally have appraisal rights in connection with a merger if they are required by the terms of a merger agreement (or by the terms of a resolution providing for conversion, transfer, domestication or continuance pursuant to the applicable provisions of the NRS) to accept for their shares anything except: (a) cash; or (b) shares or proprietary interest of any other corporation, or depository receipts in respect thereof, which shares of stock (or depository receipts in respect thereof) or depository receipts at the effective date of the merger, consolidation, conversion, transfer, domestication or continuance will be either listed on a national securities exchange or held of record by more than 2,000 holders; (c) cash in lieu of fractional shares or fractional depository receipts described in (a) and (b) above; or (d) any combination of the cash, shares of stock, depository receipts, or cash in lieu of fractional shares or fractional depository receipts described in (a), (b) and (c) above. Where appraisal rights are available, a stockholder who has neither voted in favor of such merger, consolidation, conversion, transfer, domestication or continuance, nor consented thereto in writing, who has properly demanded appraisal of their shares, and who otherwise complies with the requirements for perfecting and preserving their appraisal rights under Title 92A of the NRS may be entitled to receive payment in cash for the fair value of their shares (exclusive of any element of value arising from the accomplishment or expectation of such merger, consolidation, conversion, transfer, domestication or continuance), together with interest (if any) to be paid on the amount determined to be fair value of such shares, as appraised by the Nevada District Court in an appraisal proceeding. Appraisal rights are also available under the NRS in certain other circumstances, including in certain parent-subsidiary mergers and in certain circumstances where the certificate of incorporation so provides.

	Etoiles Capital	Etoiles Capital Nevada
Stockholder/Shareholder Lawsuits	In the Cayman Islands, the decision to institute proceedings on behalf of a company is generally taken by the company’s board of directors. A shareholder may be entitled to bring a derivative action on behalf of the company, but only in certain limited circumstances (e.g. where a company acts or proposes to act illegally or ultra vires (beyond the scope of its authority); the act complained of, although not ultra vires, could be effected if duly authorized by a special resolution that has not been obtained; and those who control the company are perpetrating a “fraud on the minority”).	A stockholder may bring a derivative suit or action asserting a claim of breach of fiduciary duty of any director or officer, subject to procedural requirements and other requirements of Nevada law. Pursuant to Article X of the Proposed Bylaws, a state court located within the State of Nevada (or, if no state court located within the State of Nevada has jurisdiction, the federal district court for the District of Nevada) will be the exclusive forum for certain stockholder litigation, including derivative actions, fiduciary duty claims and claims arising under Chapter 78 or Chapter 92A of the NRS or the Proposed Organizational Documents, and the federal district courts of the United States will be the exclusive forum for claims arising under the Securities Act. This provision does not apply to claims arising under the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction, and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. See “Anti-Takeover Effects of Provisions of the Proposed Charter and the Proposed Bylaws—Exclusive Forum” and “Risk Factors.”.

Fiduciary Duties of Directors	A director owes fiduciary duties to a company, including to exercise loyalty, honesty and good faith to the company as a whole. In addition to fiduciary duties, directors owe a duty of care, diligence and skill. Such duties are owed to the company but may be owed direct to creditors or shareholders in certain limited circumstances.	Generally, the standards of conduct for directors are governed by Nevada statutes. NRS 78.138(3) generally codifies the “business judgement rule” and provides that directors and officers are presumed to act in good faith, on an informed basis and with a view to the interests of the corporation. NRS 78.138(7) generally provides that a director or officer is not individually liable to the corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless (a) the presumption established by NRS 78.138(3) is rebutted and it is proven that (i) the director’s or officer’s act or failure to act constituted a breach of fiduciary duties as a director or officer; and (ii) such breach involved intentional misconduct, fraud, or a knowing violation of law. Nevada does not recognize the so called “entire fairness doctrine” and that the “business judgment rule” applies to all claims against officers and directors with no exception for Members of the board of directors or any committee designated by the board of directors are entitled to rely in good faith upon the records of the corporation and upon such information, opinions, reports and statements presented to the corporation by corporate officers, employees, committees of the board of directors or other persons as to matters such member reasonably believes are within such other person’s professional or expert competence.

Indemnification of Directors and Officers	Etoiles Capital will indemnify its directors and officers, including its former directors and officers, except in respect of any matter arising out of their own dishonesty.	To the fullest extent permitted by applicable law, Etoiles Capital Nevada will provide indemnification of (and advancement of expenses to) its directors and officers (subject to certain exceptions, as more fully set forth in the Proposed Organizational Documents). See also “Anti-Takeover Effects of Provisions of the Proposed Charter and the Proposed Bylaws – Indemnification” below.

	Etoiles Capital	Etoiles Capital Nevada
Limited Liability of Directors	Liability of directors may be limited by the articles of association of a company, except with regard to their actual fraud or willful default.	To the fullest extent permitted by applicable law, no director or officer of Etoiles Capital Nevada will be personally liable to Etoiles Capital Nevada or its stockholders for monetary damages for any breach of fiduciary duty as a director or officer, except to the extent such exemption from liability or limitation thereof is not permitted under the NRS, particularly NRS 78.138(7). See also, “Anti-Takeover Effects of Provisions of the Proposed Charter and the Proposed Bylaws – Indemnification” below.

Annual Meeting	Etoiles Capital is not obliged to hold an annual general meeting of shareholders in any year unless required to do so by the rules of the designated stock exchange on which its shares are listed.	The Proposed Bylaws provide that a meeting of stockholders for the election of directors and other business will be held annually.

Special Meeting	The Directors may call a general meeting at any time. In addition, one or more members holding at least 10% of the rights to vote at a general meeting may requisition the Directors to call an extraordinary general meeting, and if the Directors fail to call the meeting within 21 clear days of receipt of the requisition, the requisitionists may themselves call the meeting.	Special meetings of the stockholders may be called only by or at the direction of the chairman of the board of directors, the chief executive officer, the president, or at the direction of the Board pursuant to a written resolution adopted by a majority of the Board.

Stockholder Proposals (Other than Nomination of Persons for Election as Directors)	Shareholders seeking to bring business before the annual general meeting or to nominate candidates for appointment as directors at the annual general meeting must deliver notice to the principal executive offices not less than 120 calendar days before the date of the proxy statement were released in connection with the previous year’s annual general meeting or, if Etoiles Capital did not hold an annual general meeting the previous year, or if the date of the current year’s annual general meeting has been changed by more than 30 days from the date of the previous year’s annual general meeting, then the deadline shall be set by the board of directors with such deadline being a reasonable time before Etoiles Capital begins to print and send its related proxy materials.	Nominations or other business to be properly brought before an annual meeting pursuant to the Proposed Bylaws by a stockholder require timely, advance notice in writing to the Secretary and, in the case of business other than nominations of directors, must be a proper matter for stockholder action. To be timely, notice must be delivered not less than 90 days nor more than one hundred twenty 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is scheduled for more than 30 days before or following, such anniversary date, notice must be delivered not later than the 10th day following the day on which public announcement of the date of such meeting was first made.

Name	Age	Position
Kit Shing, CHEUNG	34	Director, Chief Executive Officer, and Chairman of the Board of Directors
Wesley CHU	34	Independent Director
Yeung Tak, CHEN	41	Independent Director
Nancy YANG	35	Independent Director

Name and Principal Position(s)	Year	Salary (US$)		Bonus (US$)		Stock Awards (US$)		Option Awards (US$)		Non-Equity Incentive Plan Compensation (US$)		All Other Compensation (US$)		Total (US$)
Kit Shing, CHEUNG ⁽¹⁾ Chief Executive Officer	2025 2024		153,933 158,497		— —		— —		— —		— —		— —		153,933 158,497

Hon Fai, TAM⁽¹⁾ Chief Financial Officer	2025 2024		— —		— —		— —		— —		— —		— —		— —

Zhihan, LOU ⁽²⁾ Chief Operating Officer	2025 2024		72,862 72,643		— —		— —		— —		— —		— —		72,862 72,643

Name	Title	2025 Actual Bonus (US$)		2024 Actual Bonus (US$)
Kit Shing, CHEUNG	Chief Executive Officer		-		-
Hon Fai, TAM	Chief Financial Officer		-		-
Zhihan, LOU	Chief Operating Officer		-		-

Name	Fees Earned or Paid in Cash (US$)		Other Compensation (US$)		Total (US$)
Yeung Tak, CHEN		8,979		-		8,979
Wesley CHU		-		-		-
Raj K, THAKAR⁽¹⁾		3,752		-		3,752
Qi, DING⁽²⁾		6,414		-		6,414
Heung Ping WONG⁽³⁾		3,002		-		3,002
Nancy YANG⁽⁴⁾		-		-		-

	Class A Ordinary Shares Beneficially Owned⁽²⁾				Class B Ordinary Shares Beneficially Owned⁽²⁾				% of Total Voting
Name of Beneficial Owners⁽¹⁾	Number		%		Number		%		Power⁽²⁾
Directors and Executive Officers:
Kit Shing, CHEUNG⁽³⁾		10,287,000		68.08		—		—		68.08	%
Hon Fai, TAM		—		—		—		—		—
Zhihan, LOU		—		—		—		—		—
Qi, DING		—		—		—		—		—
Nancy YANG		—		—		—		—		—

All directors and executive officers as a group		10,287,000		68.08		—		—		68.08	%
5% shareholders:
Etoiles Zeneo Investment Limited⁽³⁾		10,287,000		68.08		—		—		68.08	%

	As of December 31,
	Note		2025			2024
Mr. Kit Shing, CHEUNG		1	$	(39,392	)	$	309,507

	Years Ended December 31,
Salary paid to a related party:	2025		2024		2023
Mr. Kit Shing, CHEUNG ^(a)	$	151,624	$	153,787	$	25,545
Ms. On Ki CHEUNG ^(b)		74,654		32,039		—

Rental expenses paid to a related party:		2025				2024				2023
Mr. Kit Shing CHEUNG ^(a)		$	—			$	—			$	—

	●	the approval of a majority of the Board; or

	●	the affirmative vote of holders of at least at least a majority of the voting power of all of the then-outstanding shares of the capital stock of Etoiles Capital Nevada entitled to vote thereon, voting together as a single class.

	●	a dealer in securities,

	●	a taxpayer that elects to use a mark-to-market method of accounting,

	●	a subchapter S corporation,

	●	a grantor trust,

	●	a personal holding company,

	●	a tax-exempt organization,

	●	a life insurance company, real estate investment trust or regulated investment company,

	●	a person liable for alternative minimum tax,

	●	governments or agencies or instrumentalities thereof,

	●	a U.S. expatriate or former long-term resident of the U.S.,

	●	a person that actually or constructively owns 5% or more of Etoiles Capital stock (by vote or value),

	●	a partnership for U.S. federal income tax purposes, or a beneficial owner of a partnership,

	●	a person that holds Etoiles Capital securities as part of a straddle or a hedging or conversion transaction,

	●	a U.S. Holder whose functional currency is not the U.S. dollar,

	●	a person that received Etoiles Capital securities as compensation for services,

	●	a controlled foreign corporation, or

	●	a passive foreign investment company.

	●	an individual who is a citizen or resident of the United States,

	●	a corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the U.S. or any state thereof (including the District of Columbia),

	●	an estate whose income is subject to U.S. federal income tax regardless of its source, or

	●	a trust if (1) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust; or (2) the trust has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person.

	●	the U.S. Holder’s gain would be allocated ratably over the U.S. Holder’s holding period for such holder’s Etoiles Capital Class A ordinary shares;

	●	the amount of gain allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain, or to the period in the U.S. Holder’s holding period before the first day of the first taxable year in which Etoiles Capital was a PFIC, would be taxed as ordinary income;

	●	the amount of gain allocated to other taxable years (or portions thereof) of the U.S. Holder and included in such holder’s holding period would be taxed at the highest tax rate in effect for that year applicable to the U.S. Holder; and

	●	the interest charge generally applicable to underpayments of tax would be imposed in respect of the tax attributable to each such other taxable year of the U.S. Holder.

	(i)	such non-U.S. Holder is an individual who was present in the United States for 183 days or more in the taxable year of the disposition and certain other requirements are met, in which case any gain realized would generally be subject to a flat 30% U.S. federal income tax,

	(ii)	the gain is effectively connected with a trade or business of the non-U.S. Holder in the United States, (and, if an applicable treaty so requires, is attributable to the conduct of trade or business through a permanent establishment or fixed base in the United States in which case the gain would be subject to U.S. federal income tax on a net income basis at the regular graduated rates and in the manner applicable to U.S. Holders and, if the non-U.S. Holder is a corporation, an additional “branch profits tax” may also apply), or

	(iii)	Etoiles Capital Nevada is or has been a U.S. real property holding corporation at any time within the five-year period preceding the disposition or the non-U.S. Holder’s holding period, whichever period is shorter, and either (A) the common stock has ceased to be regularly traded on an established securities market or (B) the non-U.S. Holder has owned or is deemed to have owned, at any time within the five-year period preceding the disposition or the non-U.S. Holder’s holding period, whichever period is shorter, more than 5% of the common stock.

	●	Etoiles Capital’s Annual Report on Form 20-F for the year ended December 31, 2025, filed with the SEC on May 14, 2026;

	●	Etoiles Capital’s Current Report on Form 6-K, filed with the SEC on October 6, 2025, October 30, 2025, November 4, 2025, November 25, 2025, December 30, 2025, July 8, 2026 and July 10, 2026; and

	●	The description of Etoiles Capital’s ordinary shares contained in Etoiles Capital’s Registration Statement on Form 8-A, filed with the SEC on August 7, 2025, including any amendment or report filed for the purpose of updating such description.

Annex A	-	Existing Organizational Documents	A-1
Annex B1	-	Form of Articles of Incorporation of Etoiles Capital Nevada	B1-1
Annex B2	-	Addendum to the Form of Certificate of Incorporation of Etoiles Capital Nevada	B2-1
Annex C	-	Form of Bylaws of Etoiles Capital Nevada	C-1
Annex D	-	Form of Articles of Domestication of Etoiles Capital Group Co., Ltd	D-1

1	Definitions, interpretation and exclusion of Table A	1
Definitions		1
Interpretation		5
Exclusion of Table A Articles		6

2	Shares	6
Power to issue Shares and options, with or without special rights		6
Power to issue fractions of a Share		7
Power to pay commissions and brokerage fees		7
Trusts not recognised		7
Security interests		7
Rights of Shares		8
Power to vary class rights		9
Effect of new Share issue on existing class rights		10
No bearer Shares or warrants		10
Treasury Shares		10
Rights attaching to Treasury Shares and related matters		10
Register of Members		11
Annual Return		11

3	Share certificates	11
Issue of share certificates		11
Renewal of lost or damaged share certificates		12

4	Lien on Shares	12
Nature and scope of lien		12
Company may sell Shares to satisfy lien		13
Authority to execute instrument of transfer		13
Consequences of sale of Shares to satisfy lien		13
Application of proceeds of sale		14

5	Calls on Shares and forfeiture	14
Power to make calls and effect of calls		14
Time when call made		14
Liability of joint holders		15
Interest on unpaid calls		15
Deemed calls		15
Power to accept early payment		15
Power to make different arrangements at time of issue of Shares		15
Notice of default		15
Forfeiture or surrender of Shares		16
Disposal of forfeited or surrendered Share and power to cancel forfeiture or surrender		16
Effect of forfeiture or surrender on former Member		16
Evidence of forfeiture or surrender		17
Sale of forfeited or surrendered Shares		17

6	Transfer of Shares	17
Form of Transfer		17
Power to refuse registration for Shares not listed on a Designated Stock Exchange		17
Suspension of transfers		18
Company may retain instrument of transfer		18
Notice of refusal to register		18

7	Transmission of Shares	18
Persons entitled on death of a Member		18
Registration of transfer of a Share following death or bankruptcy		19
Indemnity		19
Rights of person entitled to a Share following death or bankruptcy		19

8	Alteration of capital	20
Increasing, consolidating, converting, dividing and cancelling share capital		20
Dealing with fractions resulting from consolidation of Shares		20
Reducing share capital		21

9	Redemption and purchase of own Shares	21
Power to issue redeemable Shares and to purchase own Shares		21
Power to pay for redemption or purchase in cash or in specie		21
Effect of redemption or purchase of a Share		21

10	Meetings of Members	22
Annual and extraordinary general meetings		22
Power to call meetings		22
Content of notice		23
Period of notice		23
Persons entitled to receive notice		24
Accidental omission to give notice or non-receipt of notice		24

11	Proceedings at meetings of Members	24
Quorum		24
Lack of quorum		25
Chairman		25
Right of a Director to attend and speak		25
Accommodation of Members at Virtual Meeting		25
Security		26
Adjournment, postponement and cancellation		26
Method of voting		26
Taking of a poll		26
Chairman’s casting vote		27
Written resolutions		27
Sole-Member Company		28

12	Voting rights of Members	29
Right to vote		29
Rights of joint holders		29
Representation of corporate Members		29
Member with mental disorder		30
Objections to admissibility of votes		30
Form of proxy		30
How and when proxy is to be delivered		31
Voting by proxy		32

13	Number of Directors	32

14	Appointment, disqualification and removal of Directors	32
First Directors		32
No age limit		32
Corporate Directors		33
No shareholding qualification		33
Appointment of Directors		33
Board’s power to appoint Directors		33
Removal of Directors		33
Resignation of Directors		34
Termination of the office of Director		34

15	Alternate Directors	34
Appointment and removal		34
Notices		35
Rights of alternate Director		35
Appointment ceases when the appointor ceases to be a Director		35
Status of alternate Director		36
Status of the Director making the appointment		36

16	Powers of Directors	36
Powers of Directors		36
Directors below the minimum number		36
Appointments to office		37
Provisions for employees		37
Exercise of voting rights		37
Remuneration		38
Disclosure of information		38

17	Delegation of powers	38
Power to delegate any of the Directors’ powers to a committee		38
Local boards		39
Power to appoint an agent of the Company		39
Power to appoint an attorney or authorised signatory of the Company		40
Borrowing Powers		40
Corporate Governance		40

18	Meetings of Directors	41
Regulation of Directors’ meetings		41
Calling meetings		41
Notice of meetings		41
Use of technology		41
Quorum		41
Chairman or deputy to preside		41
Voting		41
Recording of dissent		42
Written resolutions		42
Validity of acts of Directors in spite of formal defect		42

19	Permissible Directors’ interests and disclosure	42

20	Minutes	43

21	Accounts and audit	43
Auditors		43

22	Record dates	44

23	Dividends	44
Source of dividends		44
Declaration of dividends by Members		44
Payment of interim dividends and declaration of final dividends by Directors		45
Apportionment of dividends		45
Right of set off		46
Power to pay other than in cash		46
How payments may be made		46
Dividends or other monies not to bear interest in absence of special rights		47
Dividends unable to be paid or unclaimed		47

24	Capitalisation of profits	47
Capitalisation of profits or of any share premium account or capital redemption reserve;		47
Applying an amount for the benefit of Members		48

25	Share Premium Account	48
Directors to maintain share premium account		48
Debits to share premium account		48

26	Seal	48
Company seal		48
Duplicate seal		48
When and how seal is to be used		49
If no seal is adopted or used		49
Power to allow non-manual signatures and facsimile printing of seal		49
Validity of execution		49

27	Indemnity	49
Release		50
Insurance		50

28	Notices	51
Form of notices		51
Electronic communications		51
Persons entitled to notices		52
Persons authorised to give notices		52
Delivery of written notices		52
Joint holders		52
Signatures		52
Giving notice to a deceased or bankrupt Member		53
Date of giving notices		53
Saving provision		54

29	Authentication of Electronic Records	54
Application of Articles		54
Authentication of documents sent by Members by Electronic means		54
Authentication of document sent by the Secretary or Officers of the Company by Electronic means		54
Manner of signing		55
Saving provision		55

30	Transfer by way of continuation	55

31	Winding up	56
Distribution of assets in specie		56
No obligation to accept liability		56

32	Amendment of Memorandum and Articles	56
Power to change name or amend Memorandum		56
Power to amend these Articles		56

Method for giving notices	When taken to be given
(A) Personally	At the time and date of delivery
(B) By leaving it at the Member’s registered address	At the time and date it was left
(C) By posting it by prepaid post to the street or postal address of that recipient	48 hours after the date it was posted
(D) By Electronic Record (other than publication on a website), to recipient’s Electronic address	48 hours after the date it was sent
(E) By publication on a website	24 hours after the date on which the Member is deemed to have been notified of the publication of the notice or document on the website

Exhibit Number		Description
3.1*		Second Amended and Restated Memorandum and Articles of Association (included as Annex A to the proxy statement/prospectus that forms a part of this Registration Statement).
3.2*		Form of Articles of Incorporation of Etoiles Capital Nevada (included as Annex B to the proxy statement/prospectus that forms a part of this Registration Statement).
3.3*		Form of Bylaws of Etoiles Capital Nevada (included as Annex C to the proxy statement/prospectus).
3.4*		Form of Articles of Domestication of Etoiles Capital Group Co., Ltd to be filed with the Secretary of State of the State of Nevada (included as Annex D to the proxy statement/prospectus that forms a part of this Registration Statement)
4.1**		Form of Stock Certificate for Common Stock Etoiles Capital Nevada
5.1*		Opinion of Fennemore Craig, P.C.as to the legality of the securities being registered
21.1**		Subsidiaries of Etoiles Capital
23.1*		Consent of SRCO, C.P.A., Professional Corporation, independent registered public accounting firm
23.2*		Consent of Fennemore Craig, P.C. (contained in Exhibit 5.1)
23.3*		Consent of China Commercial Law Firm
23.4*		Consent of David Fong & Co., Solicitors
24.1		Power of Attorney (included on signature page to this Registration Statement)
99.1**		Form of Proxy
107**		Filing Fee Table

	(i)	To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

	(ii)	To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

	(iii)	To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; and

	(b)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

	(c)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

	(d)	That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

	(e)	That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

	(i)	Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

	(ii)	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;