GCDT 6-K

Green Circle Decarbonize Technology Ltd (GCDT)

6-K 2026-07-27 For: 2026-07-27

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Added on July 27, 2026

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Exhibit No.		Description

99.1		Notice of Extraordinary General Meeting of Shareholders

99.2		Proxy Card for Extraordinary General Meeting of Shareholders

99.3		Form of Second and Amended and Restated Memorandum & Articles of Association (Blackline)

	Green Circle Decarbonize Technology Ltd.

Date: July 27, 2026	By:	/s/ Chan Kam Biu Richard
		Chan Kam Biu Richard
		Chief Executive Officer and Director

	1.	The name of the Company is Green Circle Decarbonize Technology Limited.

	2.	The registered office of the Company shall be at the offices of Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands.

	3.	Subject to the following provisions of this Memorandum, the objects for which the Company is established are unrestricted.

	4.	Subject to the following provisions of this Memorandum, the Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit, as provided by Section 27(2) of the Companies Act.

	5.	Nothing in this Memorandum shall permit the Company to carry on a business for which a licence is required under the laws of the Cayman Islands unless duly licensed.

	6.	The Company shall not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this clause shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.

	7.	The liability of each member is limited to the amount from time to time unpaid on such member’s shares.

	8.	The share capital of the Company is US$5,000,000 divided into 5,000,000,000 ~~50,000,000~~ shares of a nominal or par value of US$0.001 each with the Board being empowered to authorize by resolution or resolutions from time to time the issuance of one or more classes or series of preferred shares andUS$0.001 each comprised of 4,993,640,000 class A ordinary shares of par value of US$0.001 each (the “Class A Shares”) and 6,360,000 class B ordinary shares of par value of US$0.001 each (the “Class B Shares”), provided always that the Board is empowered to authorise by resolution or resolutions from time to time the issuance of one or more classes or series of preferred shares and to fix the designations, powers, preferences and relative, participating, optional and other rights, if any, and the qualifications, limitations and restrictions thereof, if any, including, without limitation, the number of shares constituting each such class or series, dividend rights, conversion rights, redemption privileges, voting powers, full or limited or no voting powers, and liquidation preferences, and to increase or decrease the size of any such class or series (but not below the number of shares of any class or series of preferred shares then outstanding) to the extent permitted by the Companies Act (As Revised).

	9.	The Company may exercise the power contained in the Companies Act to deregister in the Cayman Islands and be registered by way of continuation in another jurisdiction.

SUBJECT		Article No.

Table A		1
Interpretation		1
Share Capital		5-6
Alteration Of Capital		6-7
Share Rights		7-8
Variation Of Rights		8-9
Shares		9-10
Share Certificates		10-11
Lien		11
Calls On Shares		12-13
Forfeiture Of Shares		13-14
Register Of Members		14-15
Record Dates		15
Transfer Of Shares		15-17
Transmission Of Shares		17
Untraceable Members		17-18
General Meetings		18
Notice Of General Meetings		19
Proceedings At General Meetings		19-20
Voting		21-23
Proxies		23-24
Corporations Acting By Representatives		24
No Action By Written Resolutions Of Members		25
Board Of Directors		25
Disqualification Of Directors		26
Executive Directors		26
Alternate Directors		26-27
Directors’ Fees And Expenses		27-28
Directors’ Interests		28-29
General Powers Of The Directors		30-32
Borrowing Powers		32
Proceedings Of The Directors		32-33
Audit Committee		34
Officers		34-35
Register of Directors and Officers		35
Minutes		35
Seal		35-36
Authentication Of Documents		36
Destruction Of Documents		36-37
Dividends And Other Payments		37-41
Reserves		41
Capitalisation		41-42
Subscription Rights Reserve		42-44
Accounting Records		44
Audit		45
Notices		46-47
Signatures		47
Winding Up		47-48
Indemnity		48
Financial Year		48
Amendment To Memorandum and Articles of Association		48
And Name of Company		48
Information		48

WORD		MEANING

“Act”		The Companies Act, Cap. 22 (Act 3 of 1961, as consolidated and revised) of the Cayman Islands.

“Articles”		these Articles in their present form or as supplemented or amended or substituted from time to time.

“Audit Committee”		the audit committee of the Company formed by the Board pursuant to Article 123 hereof, or any successor audit committee.

“Auditor”		the independent auditor of the Company which shall be an internationally recognized firm of independent accountants.

“Board” or “Directors”		the board of directors of the Company or the directors present at a meeting of directors of the Company at which a quorum is present.

“capital”		the share capital from time to time of the Company.

“Class A Ordinary Shares”		class A ordinary shares of a par value of US$0.001 each in the share capital of the Company and “Class A Ordinary Share” means any of them;

“Class B Ordinary Shares”		class B ordinary shares of a par value of US$0.001 each in the share capital of the Company and “Class B Ordinary Share” means any of them;

“clear days”		in relation to the period of a notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect.

“clearing house”		a clearing house recognised by the laws of the jurisdiction in which the shares of the Company (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.

“Company”		Green Circle Decarbonize Technology Limited.

“competent regulatory authority”		a competent regulatory authority in the territory where the shares of the Company (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such territory.

“debenture” and “debenture holder”		include debenture stock and debenture stockholder respectively.

“Designated Stock Exchange”		the stock exchange in the United States of America on which any shares are listed for trading.

“dollars” and “$”		dollars, the legal currency of the United States of America.

“Exchange Act”		the Securities Exchange Act of 1934, as amended.

“head office”		such office of the Company as the Directors may from time to time determine to be the principal office of the Company.

“Member”		a duly registered holder from time to time of the shares in the capital of the Company.

“Memorandum of Association”		the memorandum of association of the Company, as amended from time to time.

“month”		a calendar month.

“Notice”		written notice unless otherwise specifically stated and as further defined in these Articles.

“Office”		the registered office of the Company for the time being.

“ordinary resolution”		a resolution shall be an ordinary resolution when it has been passed by a simple majority of votes cast by such Members as, being entitled so to do, vote in person or, in the case of any Member being a corporation, by its duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which not less than ten (10) clear days’ Notice has been duly given;

“paid up”		paid up or credited as paid up.

“Register”		the principal register and where applicable, any branch register of Members of the Company to be maintained at such place within or outside the Cayman Islands as the Board shall determine from time to time.

“Registration Office”		in respect of any class of share capital such place as the Board may from time to time determine to keep a branch register of Members in respect of that class of share capital and where (except in cases where the Board otherwise directs) the transfers or other documents of title for such class of share capital are to be lodged for registration and are to be registered.

“SEC”		the United States Securities and Exchange Commission.

“Securities Act”		mean the U.S. Securities Act 1933 as amended, or any similar federal statute and the rules and regulations of the SEC thereunder as the same shall be in effect from time to time.

“Seal”		common seal or any one or more duplicate seals of the Company (including a securities seal) for use in the Cayman Islands or in any place outside the Cayman Islands.

“Secretary”		any person, firm or corporation appointed by the Board to perform any of the duties of secretary of the Company and includes any assistant, deputy, temporary or acting secretary.

“shares”		~~ordinary shares of par value US$0.001 each.~~ shares in the share capital of the Company, including Class A Ordinary Shares and Class B Ordinary Shares.

“special resolution”		a resolution shall be a special resolution when it has been passed by a majority of not less than two-thirds of votes cast by such Members as, being entitled so to do, vote in person or, in the case of such Members as are corporations, by their respective duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which not less than ten (10) clear days’ Notice, specifying (without prejudice to the power contained in these Articles to amend the same) the intention to propose the resolution as a special resolution, has been duly given. Provided that, except in the case of an annual general meeting, if it is so agreed by a majority in number of the Members having the right to attend and vote at any such meeting, being a majority together holding not less than ninetyfive per cent. (95%) of the votes attaching to ~~in nominal value of~~ the shares in issue giving that right and in the case of an annual general meeting, if it is so agreed by all Members entitled to attend and vote thereat, a resolution may be proposed and passed as a special resolution at a meeting of which less than ten (10) clear days’ Notice has been given;

		a special resolution shall be effective for any purpose for which an ordinary resolution is expressed to be required under any provision of these Articles or the Statutes.

“Statutes”		the Act and every other law of the Legislature of the Cayman Islands for the time being in force applying to or affecting the Company, its Memorandum of Association and/or these Articles.

“year”		a calendar year.

	(2)	In these Articles, unless there be something within the subject or context inconsistent with such construction:

	(a)	words importing the singular include the plural and vice versa;

	(b)	words importing a gender include both gender and the neuter;

	(c)	words importing persons include companies, associations and bodies of persons whether corporate or not;

	(d)	the words:

	(e)	expressions referring to writing shall, unless the contrary intention appears, be construed as including printing, lithography, photography and other modes of representing words or figures in a visible form, and including where the representation takes the form of electronic display, provided that both the mode of service of the relevant document or notice and the Member’s election comply with all applicable Statutes, rules and regulations;

	(f)	references to any law, ordinance, statute or statutory provision shall be interpreted as relating to any statutory modification or re-enactment thereof for the time being in force;

	(g)	save as aforesaid words and expressions defined in the Statutes shall bear the same meanings in these Articles if not inconsistent with the subject in the context;

	(h)	references to a document being executed include references to it being executed under hand or under seal or by electronic signature or by any other method and references to a notice or document include a notice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not;

	(i)	Section 8 of the Electronic Transaction Act (2003) of the Cayman Islands, as amended from time to time, shall not apply to these Articles to the extent it imposes obligations or requirements in addition to those set out in these Articles; and

	(j)	references to “in the ordinary course of business” and comparable expressions mean the ordinary and usual course of business of the relevant party, consistent in all material respects (including nature and scope) with the prior practice of such party.

	(a)	increase its capital by such sum, to be divided into shares of such amounts, as the resolution shall prescribe;

	(b)	consolidate and divide all or any of its capital into shares of larger amount than its existing shares;

	(c)	without prejudice to the powers of the Board under Article 13, divide its shares into several classes and without prejudice to any special rights previously conferred on the holders of existing shares attach thereto respectively any preferential, deferred, qualified or special rights, privileges, conditions or such restrictions which in the absence of any such determination by the Company in general meeting, as the Directors may determine provided always that, for the avoidance of doubt, where a class of shares has been authorized by the Company no resolution of the Company in general meeting is required for the issuance of shares of that class and the Directors may issue shares of that class and determine such rights, privileges, conditions or restrictions attaching thereto as aforesaid, and further provided that where the Company issues shares which do not carry voting rights, the words “non-voting” shall appear in the designation of such shares and where the equity capital includes shares with different voting rights, the designation of each class of shares, other than those with the most favourable voting rights, must include the words “restricted voting” or “limited voting”;

	(d)	sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the Memorandum of Association (subject, nevertheless, to the Act), and may by such resolution determine that, as between the holders of the shares resulting from such sub-division, one or more of the shares may have any such preferred, deferred or other rights or be subject to any such restrictions as compared with the other or others as the Company has power to attach to unissued or new shares;

	(b)	be entitled to such dividends as the Board may from time to time declare;

	(c)	in the event of a winding up or dissolution of the Company, whether voluntary or involuntary or for the purpose of a reorganisation or otherwise or upon any distribution of capital, be entitled to the surplus assets of the Company; and

	(d)	generally, be entitled to enjoy all of the rights attaching to shares.

10A.	(a)	Each Class B Ordinary Share is convertible into one Class A Ordinary Share at any time by the holder thereof. In no event shall Class A Ordinary Shares be convertible into Class B Ordinary Shares.

	(b)	Save and except as expressly provided in the Articles, including Article 10, the Class A Ordinary Shares and the Class B Ordinary Shares shall rank pari passu and shall have the same rights, preferences, privileges and restrictions, and shall at all times vote as one class on all resolutions submitted to a vote by the Members.

	(a)	separate general meetings of the holders of a class or series of shares may be called only by (i) the Chairman of the Board, or (ii) a majority of the entire Board (unless otherwise specifically provided by the terms of issue of the shares of such class or series). Nothing in this Article 11 shall be deemed to give any Member or Members the right to call a class or series meeting;

	(b)	the necessary quorum (whether at a separate general meeting or at its postponed or adjourned meeting) shall be a person or persons or (in the case of a Member being a corporation) its duly authorized representative together holding or representing by proxy not less than one-third in nominal value or par value of the issued shares of that class (but so that if at any postponed or adjourned meeting of such holders a quorum as above defined is not present, those Members who are present shall form a quorum);

	(c)	every holder of shares of the class shall be entitled on a poll to one vote for every such share held by him; and

	(d)	any holder of shares of the class present in person or by proxy or authorised representative may demand a poll.

	(a)	requiring payment of the amount unpaid together with any interest which may have accrued and which may still accrue up to the date of actual payment; and

	(b)	stating that if the Notice is not complied with the shares on which the call was made will be liable to be forfeited.

	(a)	the name and address of each Member, the number and class of shares held by him and the amount paid or agreed to be considered as paid on such shares;

	(b)	the date on which each person was entered in the Register; and

	(c)	the date on which any person ceased to be a Member.

	(a)	a fee of such sum as may determine to be payable as the Board may from time to time require is paid to the Company in respect thereof;

	(b)	the instrument of transfer is in respect of only one class of share;

	(c)	the instrument of transfer is lodged at the Office or such other place at which the Register is kept in accordance with the Act or the Registration Office (as the case may be) accompanied by the relevant share certificate(s) and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer (and, if the instrument of transfer is executed by some other person on his behalf, the authority of that person so to do); and

	(d)	if applicable, the instrument of transfer is duly and properly stamped.

	(a)	all cheques or warrants in respect of dividends of the shares in question, being not less than three in total number, for any sum payable in cash to the holder of such shares in respect of them sent during the relevant period in the manner authorised by the Articles of the Company have remained uncashed;

	(b)	so far as it is aware at the end of the relevant period, the Company has not at any time during the relevant period received any indication of the existence of the Member who is the holder of such shares or of a person entitled to such shares by death, bankruptcy or operation of law; and

	(a)	in the case of a meeting called as an annual general meeting, by all the Members entitled to attend and vote thereat; and

	(b)	in the case of any other meeting, by a majority in number of the Members having the right to attend and vote at the meeting, being a majority together holding not less than ninetyfive per cent. (95%) of the votes attaching to~~in nominal value of~~ the issued shares giving that right.

	(a)	the declaration and sanctioning of dividends;

	(b)	consideration and adoption of the accounts and balance sheet and the reports of the Directors and Auditors and other documents required to be annexed to the balance sheet; and

	(c)	the election of Directors.

	~~(a)~~	~~by the chairman of such meeting; or~~

	~~(b)~~	by at least three Members present in person or (in the case of a Member being a corporation) by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or

	~~(c)~~	by a Member or Members present in person or (in the case of a Member being a corporation) by its duly authorised representative or by proxy and representing not less than one tenth of the total voting rights of all Members having the right to vote at the meeting; or

	~~(d)~~	by a Member or Members present in person or (in the case of a Member being a corporation) by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one tenth of the total sum paid up on all shares conferring that right; or

	~~(e)~~	if required by the rules of the Designated Stock Exchange, by any Director or Directors who, individually or collectively, hold proxies in respect of shares representing five per cent. (5%) or more of the total voting rights at such meeting.

	(a)	any objection shall be raised to the qualification of any voter; or

	(b)	any votes have been counted which ought not to have been counted or which might have been rejected; or

	(c)	any votes are not counted which ought to have been counted;

	(a)	hold any other office or place of profit with the Company (except that of Auditor) in conjunction with his office of Director for such period and upon such terms as the Board may determine. Any remuneration (whether by way of salary, commission, participation in profits or otherwise) paid to any Director in respect of any such other office or place of profit shall be in addition to any remuneration provided for by or pursuant to any other Article;

	(b)	act by himself or his firm in a professional capacity for the Company (otherwise than as Auditor) and he or his firm may be remunerated for professional services as if he were not a Director;

	(c)	continue to be or become a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer or member of any other company promoted by the Company or in which the Company may be interested as a vendor, shareholder or otherwise and (unless otherwise agreed) no such Director shall be accountable for any remuneration, profits or other benefits received by him as a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer or member of or from his interests in any such other company. Subject as otherwise provided by these Articles the Directors may exercise or cause to be exercised the voting powers conferred by the shares in any other company held or owned by the Company, or exercisable by them as Directors of such other company in such manner in all respects as they think fit (including the exercise thereof in favour of any resolution appointing themselves or any of them directors, managing directors, joint managing directors, deputy managing directors, executive directors, managers or other officers of such company) or voting or providing for the payment of remuneration to the director, managing director, joint managing director, deputy managing director, executive director, manager or other officers of such other company and any Director may vote in favour of the exercise of such voting rights in manner aforesaid notwithstanding that he may be, or about to be, appointed a director, managing director, joint managing director, deputy managing director, executive director, manager or other officer of such a company, and that as such he is or may become interested in the exercise of such voting rights in manner aforesaid.

	(a)	he is a member or officer of a specified company or firm and is to be regarded as interested in any contract or arrangement which may after the date of the Notice be made with that company or firm; or

	(b)	he is to be regarded as interested in any contract or arrangement which may after the date of the Notice be made with a specified person who is connected with him;

	(a)	to give to any person the right or option of requiring at a future date that an allotment shall be made to him of any share at par or at such premium as may be agreed;

	(b)	to give to any Directors, officers or employees of the Company an interest in any particular business or transaction or participation in the profits thereof or in the general profits of the Company either in addition to or in substitution for a salary or other remuneration; and

	(c)	to resolve that the Company be deregistered in the Cayman Islands and continued in a named jurisdiction outside the Cayman Islands subject to the provisions of the Act.

	(a)	of all elections and appointments of officers;

	(b)	of the names of the Directors present at each meeting of the Directors and of any committee of the Directors;

	(c)	of all resolutions and proceedings of each general meeting of the Members, meetings of the Board and meetings of committees of the Board and where there are managers, of all proceedings of meetings of the managers.

	(2)	Minutes shall be kept by the Secretary at the Office.

	(a)	any share certificate which has been cancelled at any time after the expiry of one (1) year from the date of such cancellation;

	(b)	any dividend mandate or any variation or cancellation thereof or any notification of change of name or address at any time after the expiry of two (2) years from the date such mandate variation cancellation or notification was recorded by the Company;

	(c)	any instrument of transfer of shares which has been registered at any time after the expiry of seven (7) years from the date of registration;

	(d)	any allotment letters after the expiry of seven (7) years from the date of issue thereof; and

	(e)	copies of powers of attorney, grants of probate and letters of administration at any time after the expiry of seven (7) years after the account to which the relevant power of attorney, grant of probate or letters of administration related has been closed;

	(a)	all dividends shall be declared and paid according to the amounts paid up on the shares in respect of which the dividend is paid, but no amount paid up on a share in advance of calls shall be treated for the purposes of this Article as paid up on the share; and

	(b)	all dividends shall be apportioned and paid pro rata according to the amounts paid up on the shares during any portion or portions of the period in respect of which the dividend is paid.

	(i)	the basis of any such allotment shall be determined by the Board;

	(ii)	the Board, after determining the basis of allotment, shall give not less than ten (10) days’ Notice to the holders of the relevant shares of the right of election accorded to them and shall send with such notice forms of election and specify the procedure to be followed and the place at which and the latest date and time by which duly completed forms of election must be lodged in order to be effective;

	(iii)	the right of election may be exercised in respect of the whole or part of that portion of the dividend in respect of which the right of election has been accorded; and

	(iv)	the dividend (or that part of the dividend to be satisfied by the allotment of shares as aforesaid) shall not be payable in cash on shares in respect whereof the cash election has not been duly exercised (“the non-elected shares”) and in satisfaction thereof shares of the relevant class shall be allotted credited as fully paid up to the holders of the non-elected shares on the basis of allotment determined as aforesaid and for such purpose the Board shall capitalise and apply out of any part of the undivided profits of the Company (including profits carried and standing to the credit of any reserves or other special account, share premium account, capital redemption reserve other than the Subscription Rights Reserve) as the Board may determine, such sum as may be required to pay up in full the appropriate number of shares of the relevant class for allotment and distribution to and amongst the holders of the non-elected shares on such basis; or

	(a)	as from the date of such act or transaction the Company shall establish and thereafter (subject as provided in this Article 148) maintain in accordance with the provisions of this Article 148 a reserve (the “Subscription Rights Reserve”) the amount of which shall at no time be less than the sum which for the time being would be required to be capitalised and applied in paying up in full the nominal amount of the additional shares required to be issued and allotted credited as fully paid pursuant to sub-paragraph (c) below on the exercise in full of all the subscription rights outstanding and shall apply the Subscription Rights Reserve in paying up such additional shares in full as and when the same are allotted;

	(b)	the Subscription Rights Reserve shall not be used for any purpose other than that specified above unless all other reserves of the Company (other than share premium account) have been extinguished and will then only be used to make good losses of the Company if and so far as is required by law;

	(i)	the said amount in cash which the holder of such warrant is required to pay on exercise of the subscription rights represented thereby (or, as the case may be, the relevant portion thereof in the event of a partial exercise of the subscription rights); and

	(ii)	the nominal amount of shares in respect of which such subscription rights would have been exercisable having regard to the provisions of the conditions of the warrants, had it been possible for such subscription rights to represent the right to subscribe for shares at less than par and immediately upon such exercise so much of the sum standing to the credit of the Subscription Rights Reserve as is required to pay up in full such additional nominal amount of shares shall be capitalised and applied in paying up in full such additional nominal amount of shares which shall forthwith be allotted credited as fully paid to the exercising warrantholders; and

	(a)	if served or delivered by post, shall where appropriate be sent by airmail and shall be deemed to have been served or delivered on the day following that on which the envelope containing the same, properly prepaid and addressed, is put into the post; in proving such service or delivery it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly addressed and put into the post and a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board that the envelope or wrapper containing the Notice or other document was so addressed and put into the post shall be conclusive evidence thereof;

	(b)	if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A Notice placed on the Company’s website is deemed given by the Company to a Member on the day of publication, unless applicable laws or requirements of the Designated Stock Exchange provide otherwise;

	(c)	if served or delivered in any other manner contemplated by these Articles, shall be deemed to have been served or delivered at the time of personal service or delivery or, as the case may be, at the time of the relevant despatch or transmission; and in proving such service or delivery a certificate in writing signed by the Secretary or other officer of the Company or other person appointed by the Board as to the act and time of such service, delivery, despatch or transmission shall be conclusive evidence thereof; and

	(d)	may be given to a Member in the English language or such other language as may be approved by the Directors, subject to due compliance with all applicable Statutes, rules and regulations.