Erayak Power Solution Group Inc 6-K/A, filed Feb 6, 2026

Erayak Power Solution Group Inc. (RAYA)

6-K/A 2026-02-06 For: 2026-02-06

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Added on August 22, 2026

About this 6-K/A

Erayak Power Solution Group Inc filed this 6-K/A on February 6, 2026.

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	For		Against		Abstain
Proposal 1: By an ordinary resolution, to approve a change of the Company’s authorized share capital from US$220,000,000 divided into 10,000,000,000 ordinary shares of par value of US$0.022 each, comprising (a) 9,000,000,000 class A ordinary shares of par value of US$0.022 each and (b) 1,000,000,000 class B ordinary shares of par value of US$0.022 each, to US$220,000,000 divided into 22,000,000,000,000 ordinary shares of par value of US$0.00001 each, comprising (a) 19,800,000,000,000 class A ordinary shares of par value of US$0.00001 each and (b) 2,200,000,000,000 class B ordinary shares of par value of US$0.00001 each, with immediate effect (the “Share Capital Change”).		881,157		23,361		71

Proposal 2: By an ordinary resolution, to approve (a) one or more share consolidations of the Company’s issued and unissued class A ordinary shares and class B ordinary shares, at a ratio of not less than 1-for-10 and not more than 1-for-500, with the final ratio to be determined by the board of directors (the “Board”) in its sole discretion at any time after approval by the shareholders (altogether, the “Share Consolidations” and each, a “Share Consolidation”), and authorize the Board to implement such Share Consolidations at the exact consolidation ratio and effective time as the Board may determine in its absolute discretion at any time prior to the one-year anniversary of the Meeting; and (b) in respect of any and all fractional entitlements to the issued consolidated shares resulting from the Share Consolidations, if so determined by the Board in its sole discretion, the directors be and are hereby authorized to settle as they consider expedient any difficulty which arises in relation to the Share Consolidations, including but without prejudice to the generality of the foregoing capitalizing all or any part of any amount for the time being standing to the credit of any reserve or fund of the Company (including its share premium account and profit and loss account) whether or not the same is available for distribution and applying such sum in paying up unissued ordinary shares to be issued to shareholders of the Company to round up any fractions of ordinary shares issued to or registered in the name of such shareholders of the Company following or as a result of the Share Consolidations, and the Board be and is hereby authorized to do all other acts and things as the Board considers necessary or desirable for the purposes of the transactions contemplated by or giving effect to and implementing the Share Consolidations, including instructing the registered office provider or transfer agent of the Company to complete the necessary corporate record(s) and make necessary filing(s) to reflect the Share Consolidations.		881,455		23,054		79

Proposal 3: By a special resolution, subject to approval by the shareholders of Proposal One, and entirely conditional upon the effectiveness of the Share Capital Change, the shareholders approve the adoption of the fifth amended and restated memorandum and articles of association of the Company (the “Fifth Amended and Restated Memorandum and Articles of Association”), in the form set forth in Appendix A to this notice, in substitution for and to the exclusion of the currently effective memorandum and articles of association of the Company, which Fifth Amended and Restated Memorandum and Articles of Association shall take effect with immediate effect to reflect the Share Capital Change, and the shareholders further authorize the Board to do all acts and things as it considers necessary or desirable in connection with the foregoing, including attending to any necessary filings with the Registrar of Companies in the Cayman Islands (the “Adoption of the Fifth Amended and Restated Memorandum and Articles of Association”).		881,312		22,967		309

Proposal 4: By a special resolution, subject to approval by the shareholders of Proposal Two, and entirely conditional upon the effectiveness of a Share Consolidation with the exact consolidation ratio and the effective date of such Share Consolidation as determined by the Board, the shareholders approve the adoption of an amended and restated memorandum and articles of association (the “New M&A”) in substitution for and to the exclusion of, the memorandum and articles of association of the Company in effect immediately prior to effectiveness of such Share Consolidation to solely reflect such Share Consolidation, so long as it is implemented at any time prior to the one-year anniversary of the Meeting (the “Adoption of New M&A upon Each Share Consolidation”).		881,777		22,642		169

Proposal 5: By an ordinary resolution, to approve that with respect to the matters duly approved under these resolutions at the Meeting, (a) any one or more of directors of the Company to be authorized to do all such acts and things and execute all such documents, which are ancillary to the Share Capital Change, the Share Consolidation, the Adoption of the Fifth Amended and Restated Memorandum and Articles of Association, the Adoption of New M&A upon Each Share Consolidation and other proposals under the foregoing resolutions, and of administrative nature, on behalf of the Company, including under seal where applicable, as he/she/they consider necessary, desirable or expedient to give effect to the foregoing resolutions; (b) the registered office service provider of the Company be and is hereby authorized and instructed to make the necessary filings with the Registrar of Companies of the Cayman Islands in respect of the foregoing resolutions; and (c) the Company’s share registrar and/or transfer agent be and is hereby instructed to update the register of members of the Company and that upon the surrender to the Company of the existing share certificates (if any) that they be cancelled and that any director or officer of the Company instructed to prepare, sign, seal and deliver on behalf of the Company new share certificates accordingly.		881,932		22,489		166

Proposal 6: By an ordinary resolution, to adjourn the Meeting for any purpose, including to solicit additional proxies if there are insufficient votes at the time of the Meeting to approve the proposals described above (the “Adjournment Proposal”).		881,836		19,321		3,431

Exhibit No.		Description
99.1		The Fifth Amended and Restated Memorandum and Articles of Association, dated February 5, 2026

	ERAYAK Power Solution Group Inc.

Date: February 6, 2026	By:	/s/ Lingyi Kong
	Name:	Lingyi Kong
	Title:	Chief Executive Officer

“Affiliate”		means in respect of a Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person, and (i) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law, father-in-law, brothers-in-law and sisters-in-law, whether by blood, marriage or adoption, a trust for the benefit of any of the foregoing, and a corporation, partnership or any other entity wholly or jointly owned by any of the foregoing, and (ii) in the case of an entity, shall include a partnership, a corporation or any other entity or any natural person which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term “control” shall mean the ownership, directly or indirectly, of shares possessing more than fifty per cent (50%) of the voting power of the corporation, partnership or other entity (other than, in the case of a corporation, securities having such power only by reason of the happening of a contingency), or having the power to control the management or elect a majority of members to the board of directors or equivalent decision-making body of such corporation, partnership or other entity;

“Articles”		means these articles of association of the Company, as amended, restated and/or substituted from time to time;

“Board” and “Board of Directors” and “Directors”		means the directors of the Company for the time being, or as the case may be, the directors assembled as a board or as a committee thereof;

“Chairman”		means the chairman of the Board of Directors;

“Class” or “Classes”		means any class or classes of Shares as may from time to time be issued by the Company;

“Class A Ordinary Share”		means an ordinary share of a par value of US$0.00001 in the capital of the Company, designated as a Class A Ordinary Shares and having the rights provided for in these Articles;

“Class B Ordinary Share”		means an ordinary share of a par value of US$0.00001 in the capital of the Company, designated as a Class B Ordinary Share and having the rights provided for in these Articles;

“Commission”		means the Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act;

“Communication Facilities”		means video, video-conferencing, internet or online conferencing applications, telephone or tele-conferencing and/or any other video-communications, internet or online conferencing application or telecommunications facilities by means of which all Persons participating in a meeting are capable of hearing and being heard by each other;

“Company”		means ERAYAK Power Solution Group Inc., a Cayman Islands exempted company;

“Companies Act”		means the Companies Act (Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof;

“Company’s Website”		means the main corporate/investor relations website of the Company, the address or domain name of which has been disclosed in any registration statement filed by the Company with the Commission in connection with its initial public offering of the Class A Ordinary Shares, or which has otherwise been notified to Shareholders;

“Designated Stock Exchange”		means the stock exchange in the United States on which any Shares are listed for trading;

“Designated Stock Exchange Rules”		means the relevant code, rules and regulations, as amended, from time to time, applicable as a result of the original and continued listing of any Shares on the Designated Stock Exchange;

“electronic”		has the meaning given to it in the Electronic Transactions Act and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor;

“electronic communication”		means a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including the website of the Commission) or other electronic delivery methods as otherwise decided and approved by not less than a majority of the vote of the Board;

“electronic record”		has the meaning given to it in the Electronic Transactions Act and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefor;

“Electronic Transactions Act”		means the Electronic Transactions Act (Revised) of the Cayman Islands and any statutory amendment or re-enactment thereof;

“Memorandum of Association”		means the memorandum of association of the Company, as amended or substituted from time to time;

“Ordinary Resolution”		means a resolution:

“Ordinary Share”		means a Class A Ordinary Share or a Class B Ordinary Share;

“paid up”		means paid up as to the par value in respect of the issue of any Shares and includes credited as paid up;

“Person”		means any natural person, firm, company, joint venture, partnership, corporation, association or other entity (whether or not having a separate legal personality) or any of them as the context so requires;

“Present”		means, in respect of any Person, such Person’s presence at a general meeting of Shareholders (or any meeting of the holders of any Class of Shares), which may be satisfied by means of such Person or, if a corporation or other non-natural Person, its duly authorised representative (or, in the case of any Shareholder, a proxy which has been validly appointed by such Shareholder in accordance with these Articles), being: (a) physically present at the meeting; or (b) in the case of any meeting at which Communication Facilities are permitted in accordance with these Articles, including any Virtual Meeting, connected by means of the use of such Communication Facilities;

“Register”		means the register of members of the Company maintained in accordance with the Companies Act;

“Registered Office”		means the registered office of the Company as required by the Companies Act;

“Seal”		means the common seal of the Company (if adopted) including any facsimile thereof;

“Secretary”		means any Person appointed by the Directors to perform any of the duties of the secretary of the Company;

“Securities Act”		means the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time;

“Share”		means a share in the capital of the Company. All references to “Shares” herein shall be deemed to be Shares of any or all Classes as the context may require. For the avoidance of doubt in these Articles the expression “Share” shall include a fraction of a Share;

“Shareholder”		means a Person who is registered as the holder of one or more Shares in the Register;

“Share Premium Account”		means the share premium account established in accordance with these Articles and the Companies Act;

“signed”		means bearing a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a Person with the intent to sign the electronic communication;

“Special Resolution”		means a special resolution of the Company passed in accordance with the Companies Act, being a resolution:

“Treasury Share”		means a Share held in the name of the Company as a treasury share in accordance with the Companies Act;

“United States”		means the United States of America, its territories, its possessions and all areas subject to its jurisdiction; and

“Virtual Meeting”		means any general meeting of the Shareholders (or any meeting of the holders of any Class of Shares) at which the Shareholders (and any other permitted participants of such meeting, including without limitation the chairman of the meeting and any Directors) are permitted to attend and participate solely by means of Communication Facilities.