6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2026

Commission File Number: 001-42903

REPUBLIC POWER GROUP LIMITED

#04-09 Techplace II, 5008 Ang Mo Kio Ave 5

Singapore, 569874

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☒     Form 40-F ☐

Entry Into Share Purchase Agreement and TechnologyService Agreement

---

On April 8, 2026, Republic Power Group Limited (“RPGL”, the “Company”, “we”, “us” or “our”), a British Virgin Islands company listed on Nasdaq, entered into a sale and purchase agreement (the “Purchase Agreement”) with NVTH Limited (the “Seller”) and a master software source code transfer agreement (the “Technology Services Agreement”) with the Seller and its affiliate, NVTHK Limited (collectively, the “Vendors”).

---

Pursuant to the Purchase Agreement, the Company has agreed to acquire from the Seller 10% of the issued share capital of NVC Partners Limited (the “Target”), a British Virgin Islands business company and a wholly owned subsidiary of the Seller, that, together with its subsidiaries, principally engages in the business of software development in relation to digital assets trading. Pursuant to the Technology Services Agreement, the Vendors will grant the Company certain rights and access to proprietary software systems, including a real-world asset tokenization platform and a related secondary trading infrastructure, together with associated technical support, training, and maintenance services for a period of one year. The Company will also receive ongoing usage rights to certain underlying technology components necessary for the operation and further development of the platform.

The Company agreed to pay the Seller US$5,200,000 under the Purchase Agreement, and US$2,800,000 to the Vendors under the Technology Service Agreement, respectively, as consideration. The total consideration is payable in cash in installments, as follows: (1) US$3,200,000 by April 10, 2026; (2) US$2,400,000 by May 15, 2026; and (3) US$2,400,000 by June 15, 2026.

The transfer of 10% equity interest of the Target from the Seller to the Company is completed on April 22, 2026. The Purchase Agreement and Technology Services Agreement contain customary representations and warranties from both parties and customary closing conditions.

The foregoing summary of the Purchase Agreement and the Technology Services Agreement is subject to, and qualified in its entirety by, such documents. Copies of the Purchase Agreement and the Technology Services Agreement are attached hereto as Exhibit 10.1 and Exhibit 10.2 and are incorporated herein by reference.

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Republic Power Group Limited
Date: April 27, 2026	By:	/s/ Ziyang Long
	Name:	Ziyang Long
	Title:	Chief Executive Officer

2

EXHIBIT INDEX

Exhibit No.	Description
10.1	Purchase Agreement dated April 8, 2026 by and between Republic Power Group Limited and NVT Limited
10.2	Master Software Source Code Transfer Agreement dated April 8, 2026 by and between Republic Power Group Limited and NVTH Limited and NVTHK Limited

3

Exhibit 10.1

Dated 8 April 2026

NVTHLimited

(TheVendor)

---

and

---

RepublicPower Group Limited

(ThePurchaser)

___________________________________________

SALEAND PURCHASE AGREEMENT

for the sale and purchase of shares of

NVC Partners Limited

(the “Agreement”)

___________________________________________

INDEX

---

NO.	DESCRIPTION PAGES	PAGES
1.	DEFINITIONS AND INTERPRETATION	1
2.	SALE AND PURCHASE OF THE SALE SHARES	7
3.	CONDITIONS PRECEDENT	7
4.	CONSIDERATION	8
5.	REPRESENTATIONS, WARRANTIES, UNDERTAKINGS AND INDEMNITIES BY THE VENDOR	9
6.	REPRESENTATIONS, WARRANTIES, UNDERTAKINGS AND INDEMNITIES BY PURCHASER	10
7.	CONDUCT OF BUSINESS	11
8.	COMPLETION	11
9.	CONFIDENTIAL ANNOUNCEMENTS	13
10.	FURTHER ASSURANCE	13
11.	WAIVER	13
12.	NO ASSIGNMENT	14
13.	NON-MERGER ON COMPLETION	14
14.	TIME OF THE ESSENCE	14
15.	ILLEGALITY AND UNENFORCEABILITY	14
16.	DOCUMENTS CONSTITUTING AGREEMENT	14
17.	COSTS AND EXPENSES	14
18.	EXECUTION AND COUNTERPARTS	15
19.	LAW AND JURISDICTION	15
20.	NOTICES	16
21.	THIRD PARTY RIGHTS	16

i

THISAGREEMENT is made on the 8 April 2026.

BETWEEN:

(A)	NVTH LIMITED, a company incorporated in the British Virgin Islands (the “BVI”)<br> with company number 1539724 and whose registered office is at Vistra Corporate Services Centre,<br> Wickhams Cay II Road Town, Tortola, VG1110, BVI, British Virgin Islands (the “Vendor”);<br> and

---

(B)	REPUBLIC POWER GROUP LIMITED, a company incorporated in the Cayman Islands with limited liability<br> and listed on Nasdaq under stock code RPGL, whose registered office is at 158 Kallang Way<br> #06-08 Singapore 349245, (the “Purchaser” or “Listco”<br> or “RPGL”).

---

RECITALS:

(1)	NVC Partners Limited (the “Company”) is a company incorporated in the<br> BVI with limited liability.
(2)	The<br> Company, together with its subsidiary, (collectively, referred to as the “Group”)<br> is principally engaged in the business of software development in relation to digital assets<br> trading.
---	---
(3)	As<br> at the date of this Agreement, the Vendor is the legal and beneficial owner of 100 ordinary<br> shares of the Company, representing 100% of the entire issued share capital of the Company.
---	---
(4)	RPGL<br> is also entering into a separate technology service agreement with the Vendor for the purpose<br> of using and facilitating the technology services to be provided by the Vendor and/or its<br> Group (the “Technology Service Agreement”)
---	---
(5)	Subject<br> to fulfilment of the Conditions Precedent (as hereinafter defined), the Vendor conditionally<br> agrees to sell and the Purchaser conditionally agrees to purchase the Sale Shares (as hereinafter<br> defined) on the terms and subject to the conditions of this Agreement.
---	---

---

ITIS AGREED as follows:

1.	DEFINITIONS AND INTERPRETATION
1.1	Definitions.<br> In this Agreement, unless specifically provided otherwise or the context requires otherwise,<br> the following expressions have the following meanings:
---	---

“Accounts” means (i) the audited financial statements of NVTHK Limited comprising the audited statement of financial position of NVTHK Limited as at 31 December 2024 and the audited statement of income and retained earnings of NVTHK Limited for the year ended 31 December 2024 including the notes thereto, and (ii) the audited report of Hangzhou Keshan comprising the audited balance sheet of Hangzhou Keshan as at 31 December 2024 and the audited profit and loss account of Hangzhou Keshan for the year ended 31 December 2024 including the notes thereto, copies of which (together with a copy of the unaudited consolidated management statement of the Company as at 31 December 2024) are attached hereto as Appendix for the purpose of identification;

1

“Agreement” means this Agreement (including its Schedules and Appendices) as may be supplemented or amended from time to time;

“Assets” means all assets, property and rights (including the benefit of any debt, mortgage or charge);

“AccountsDate” means in relation to the Accounts, 31 December 2024;

“Announcement” means the announcement to be published by the Company immediately following the execution of this Agreement in connection with, among other, the sale and purchase of the Sale Shares hereunder and the Placing;

“Business” means in respect of any Group Company, the businesses, operations and undertakings of such Group Company as now and to be carried on or before Completion including, inter alia, software development in relation to digital assets trading;

---

“BusinessDay(s)” means a day on which banks are generally open for business in Hong Kong (other than a Saturday, a Sunday or a public holiday or a day on which a tropical cyclone warning signal no. 8 or above or a black rainstorm warning signal is hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m.);

“CompaniesOrdinance” means the Companies Ordinance (Chapter 622 of the Laws of Hong Kong);

“Completion” means actual completion of the sale and purchase of the Sale Shares in accordance with Clause 8;

“CompletionDate” means a date falling within three (3) Business Days after the fulfilment or waiver (if applicable) of the Conditions Precedent (or such other date as the Vendor and the Purchaser may mutually agree in writing) and the date on which Completion takes place on or before 30 June, 2026, whichever the earlier;

2

“Condition(s)Precedent” means those conditions precedent as set out in Clause 3.1;

“Consent(s)” includes any licence, consent, authorisation, permission, waiver, order, exemption, qualification, registration, certificate, authority or other approval;

“Consideration” means the consideration payable by the Purchaser to the Vendor (or any other person as may be directed by the Vendor) for the sale and purchase of the Sale Shares as specified or determined in accordance with Clause 4;

“Encumbrance” means any mortgage, charge (whether fixed or floating), debenture, pledge, lien, option, right of pre-emption, right of retention of title, equity, third party right or any other form of security interest or any obligation (including any conditional obligation) to create any of the same;

“Group” means the Company and its subsidiary(ies), the expression “Group Company” means any of them and the expression “GroupCompanies” means all of them;

“HangzhouKeshan” means 杭州科杉科技有限公司 (Hangzhou Keshan Technology Co., Ltd^*^), a company incorporated in the PRC and a direct wholly owned subsidiary of NVC PARTNERS;

“HongKong” means the Hong Kong Special Administrative Region of the PRC;

“Liabilities“means any and all liabilities (contingent or otherwise), indebtedness and obligations whether arising at law or in equity or under any warranty, condition, guarantee, indemnity, insurance policy, lease, letter of credit, transaction, commitment, contract (in each case, whether express or implied) or in any other way whatsoever including any and all business liabilities, Taxation liabilities, provisions for Taxation, bad and doubtful debts and indebtedness (including interest, costs and fees), accounts payable, dividends or other distributions payable, depreciation, financial facilities or rights of security or third party rights and all other liabilities howsoever arising;

“ListcoAccounts” means the audited accounts of Listco comprising Listco’s consolidated balance sheet as at Listco Accounts Date and Listco’s consolidated statement of profit or loss as at the Listco Accounts Date, as set out in its 2024 annual report;

^*^	English name of the PRC entity is the translation of its Chinese version and is included herein for identification purposes only.

3

“ListcoAccounts Date” means in relation to Listco Accounts, 31 December 2024;

“ListcoGroup” means the Purchaser and its subsidiary(ies) from time to time, the expression “Listco Group Company” means any of them and the expression “Listco Group Companies” means all of them;

“ListcoShares” means ordinary share(s) of the Purchaser (which expression shall, if and to the extent that the share capital of the Purchaser has been sub-divided, consolidated or reorganised, mean the securities into which those shares have been sub-divided, consolidated or reorganised) and all other (if any) shares from time to time and for the time being ranking pari passu therewith and all other (if any) shares of the Purchaser resulting from any subdivision, consolidation or reorganisation of such shares;

“LongStop Date” means 30 June, 2026 (or such later date as may be agreed between the Vendor and the Purchaser in writing);

“MaterialAdverse Change or Effect” means any change, event, occurrence, state of facts or effect, the consequence of which is to, or could reasonably be expected to materially and adversely affect the financial position, management, business or property, results of operations, legal or financing structure, business prospects or assets or liabilities of the Group or the Listco Group (whichever shall be appropriate) and “Material Adverse Change” or “Material Adverse Effect” shall be construed accordingly;

“NVTHK” means NVTHK Limited, a company incorporated in Hong Kong and a direct wholly-owned subsidiary of the Company;

“PRC” means the People’s Republic of China, which shall, for the purpose of this Agreement, exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan;

“PurchaserDisclosed” means fairly disclosed in writing in this Agreement and in the Listco Accounts;

“Purchaser’sWarranties” means the representations, warranties and undertakings set out in Clause 6 and Schedule 3 given by the Purchaser to the Vendor and “Purchaser’s Warranty” shall be construed accordingly;

“RMB” means Renminbi, the lawful currency of the PRC;

“SaleShares” means ten percent of the ordinary shares of the Company to be sold by the Vendor, the legal and beneficial owner thereof, to the Purchaser pursuant to this Agreement, representing ten percent 10% of the entire issued share capital of the Company;

4

“Tax” means:

(a)	any<br> form of tax whenever created or imposed and whether of Hong Kong or elsewhere, payable to<br> or imposed by any Taxation Authority and includes profits tax, provisional profits tax, interest<br> tax, salaries tax, property tax, taxes on income, corporation tax, advance corporation tax,<br> national insurance and social security contributions, capital gains tax, inheritance tax,<br> capital transfer tax, developmental land tax, customs, excise and import duties, goods and<br> services tax, ad valorem tax, estate duty, capital duty, stamp duty, payroll tax and other<br> similar liabilities or contributions and any other taxes, levies, duties, charges, imposts,<br> mandatory pension fund contributions or withholdings similar to, corresponding with, or replacing<br> or replaced by any of the foregoing; and
(b)	all<br> charges, interest, penalties and fines, incidental or relating to any taxation falling within<br> (a) above
---	---

and “Taxation” shall have the corresponding meaning;

“TaxationAuthority” means the Inland Revenue Department of Hong Kong and/or any other revenue, customs, fiscal governmental, statutory, central, regional, state, provincial, local governmental or municipal authority, body or person, whether of Hong Kong or elsewhere;

“US$” means the United States dollars, the lawful currency of the United States of America;

“VendorDisclosed” means fairly disclosed in writing in this Agreement and the Accounts; and

“Vendor’sWarranties” means the representations, warranties and undertakings set out in Clause 5 and Schedule 2 given by the Vendor to the Purchaser and “Vendor’s Warranty” shall be construed accordingly.

1.2	Interpretation.<br> In this Agreement, unless specifically provided otherwise or the context otherwise requires,<br> the following shall apply:
(a)	Companies Ordinance. Words and expressions defined in the Companies Ordinance shall have the same<br> respective meanings.
---	---

5

(b)	Associates.<br> A body corporate shall be deemed to be associated with another body corporate if it is a<br> holding company or a subsidiary of that other body corporate or a subsidiary of a holding<br> company of that body corporate.
(c)	Statutory Provisions. References to statutory provisions shall be deemed to be references to those<br> provisions as amended or re-enacted or as their applications are modified by other provisions<br> from time to time (whether before or after the date hereof) and shall include any provisions<br> of which they are re-enactments (whether with or without modification).
---	---
(d)	Law. References to “law” shall be construed so as to include the Basic Law of<br> Hong Kong; any common and customary law; and any constitution, decree, judgment, legislation,<br> code, order, ordinance, regulation, rule, statute, treaty or other legislative measure applicable<br> from time to time, and “lawful” shall be construed accordingly.
---	---
(e)	Clauses.<br> References herein to “Clauses”, “Schedules” and “Appendices”<br> are to clauses of and schedules and appendices to this Agreement and the Schedules and Appendices<br> to this Agreement form an integral part of this Agreement.
---	---
(f)	Headings.<br> Clause headings are inserted for convenience only and shall not affect the construction of<br> this Agreement.
---	---
(g)	Gender; Number. The masculine gender shall include the feminine and neuter and the singular number<br> shall include the plural and vice versa.
---	---
(h)	Losses. References to “losses” include all liabilities (whether actual or<br> contingent), loss, damages, injury, compensation, penalties, fines, costs, disbursements<br> and expenses arising from any claim, demand, action or proceedings.
---	---
(i)	Successors.<br> The expressions the “Vendor” and the “Purchaser” include<br> their respective successors in title, permitted assigns and nominees.
---	---
(j)	Construction.<br> The rule known as the ejusdem generis rule shall not apply and accordingly general words<br> introduced by the word “other” shall not be given a restrictive meaning<br> by reason of the fact that they are preceded by words indicating a particular class of acts,<br> matters or things. General words shall not be given a restrictive meaning by reason of the<br> fact that they are followed by particular examples intended to be covered by the general<br> words.
---	---
(k)	Breach of Warranties. Reference to a breach of Vendor’s Warranty, Vendor’s Warranties,<br> Purchaser’s Warranty or Purchaser’s Warranties shall be deemed to include such<br> warranty or warranties being breached, untrue, inaccurate, incomplete, or unfairly presented<br> or misleading in any respect.
---	---

6

2.	SALE AND PURCHASE OF THE SALE SHARES

Subject to fulfilment or waiver (if applicable) of the Conditions Precedent and the terms and conditions of this Agreement and for the Consideration, the Vendor shall sell as legal and beneficial owner the Sale Shares, i.e. 10% of ordinary shares of the Company, free from any Encumbrances, equities, claims and adverse interests whatsoever, and together with all rights now and hereafter attaching or accruing to them (including the right to receive all dividends and distributions declared, made or paid in respect of the Sale Shares on or after the date of this Agreement) and the Purchaser, relying on the Vendor’s Warranties, shall purchase the Sale Shares on Completion.

3.	CONDITIONS PRECEDENT
3.1	Conditions Precedent. Completion shall be subject to and conditional upon the satisfaction or the<br> waiver (if applicable) of the following conditions:-
---	---
(a)	Vendor’s<br> Warranties shall remain true and accurate and not misleading in any material respect as given<br> as of the date of this Agreement and at all times up to and including the Completion Date;
---	---
(b)	Purchaser’s<br> Warranties shall remain true and accurate and not misleading in any material respect as given<br> as of the date of this Agreement and at all times up to and including the Completion Date;
---	---
(c)	all<br> other applicable laws, rules and regulations including but not limited to the Listing Rules<br> for the transactions contemplated under this Agreement shall have been complied with by the<br> Vendor and/or the Purchaser, as the case may be;
---	---
(d)	all<br> other requisite Consents required to be obtained by the Vendor and/or the Purchaser in respect<br> of this Agreement and the transactions contemplated hereunder as well as the Placing shall<br> have been obtained;
---	---
(e)	All<br> documents under Clause 8.2 and Clause 8.3 below are duly executed and delivered to the Purchaser<br> by the Vendor; and
---	---
(f)	The<br> full amount of the Consideration was duly paid by the Purchaser and all documents under Clause<br> 8.4 are delivered to the Vendor by the Purchaser.
---	---

7

3.2	None<br> of the Conditions Precedent can be waived save as by a written consent with the other Party.<br> In the event that any of the Conditions Precedent are deemed not to have been fulfilled or<br> are not fulfilled or waived (if applicable), in each case, at or before 1:00 p.m. on the<br> Long Stop Date, this Agreement and everything contained in it shall terminate and be null<br> and void and of no further effect and no party hereto shall have any liability to any other<br> parties, save in respect of any prior breaches of this Agreement.
3.3	Each<br> party hereto shall use its reasonable endeavours to ensure that the Conditions Precedent<br> shall be fulfilled by the Long Stop Date.
---	---
4.	CONSIDERATION
---	---
4.1	The<br> Parties agree that the aggregate Consideration payable by the Purchaser to the Vendor for<br> the Sale Shares and the technology services under the Technology Service Agreement shall<br> be in a total sum of Eight Million United States Dollars (US$8,000,000) (the “Consideration”).<br> allocated as follows:
---	---
a.	the<br> consideration attributable to the Sale Shares shall form part of the aggregate Consideration<br> as agreed between the Parties; and
---	---
b.	the<br> consideration attributable to the technology services shall be approximately United States<br> Dollars Two Million Eight Hundred Thousand (US$2,800,000), representing the estimated value<br> of the technology services to be rendered by the Vendor (or its designated affiliate) to<br> the Purchaser.
---	---

The specific scope, deliverables, timelines, and terms governing the provision of the technology services shall be set out in a separate Technology Service Agreement to be entered into between RPGL and the Vendor.

Payment of the Consideration will be made in the following payment schedule:

	(’000)
By<br> 4/10/2026
By<br> 5/15/2026
By<br> 6/15/2026

All values are in US Dollars.

8

4.2	For<br>the avoidance of doubt, the failure to make payment of the Consideration in accordance with the schedule set out in Clause 4.1 above<br>shall be considered as a breach of this Agreement. The payment made will be forfeited and non-refundable in all circumstances.
4.3	The<br> Vendor hereby agrees that the performance in accordance with Clause 4.1 shall be deemed to<br> be a full, complete and final discharge of the payment obligations of the Purchaser in relation<br> to the Sale Shares hereunder.
---	---
5.	REPRESENTATIONS, WARRANTIES, UNDERTAKINGS AND INDEMNITIES BY THE VENDOR
---	---
5.1	Warranties. The Vendor hereby unconditionally and irrevocably represents and warrants to the Purchaser<br> under the terms set out in this Clause 5 and Schedule 2 that:
---	---
(a)	save<br> as Vendor Disclosed, each of the Vendor’s Warranties is now and will at all times be<br> true, complete, accurate and fairly presented in all respects and shall remain in full force<br> and effect notwithstanding Completion;
---	---
(b)	the<br> Purchaser is entering into this Agreement in reliance upon such Vendor’s Warranties<br> and the information disclosed in the Accounts; and
---	---
(c)	no<br> information relating to the Group of which the Purchaser has knowledge (actual or constructive)<br> and no investigation by or on behalf of the Purchaser shall prejudice any claim made by the<br> Purchaser under the Vendor’s Warranties or operate to reduce any amount recoverable,<br> and liability in respect thereof shall not be confined to breaches discovered before Completion.
---	---
5.2	Separate provisions. Each of the Vendor’s Warranties shall be construed as a separate and<br> independent warranty to the intent that the Purchaser shall have a separate claim and right<br> of action in respect of any breach thereof and (except where expressly provided to the contrary)<br> shall not be limited or restricted by reference to or inference from the terms of any other<br> Vendor’s Warranty or any other term of this Agreement.
---	---
5.3	Disclosure.<br> The Vendor shall disclose to the Purchaser in writing immediately as it becomes aware of<br> any matter occurring at any time before Completion which constitutes a breach of any of the<br> Vendor’s Warranties or causes any of the Vendor’s Warranties to be misleading,<br> inaccurate, incomplete in any respects (or which would with the lapse of time constitute<br> a breach of any of the Vendor’s Warranties or causes any of the Vendor’s Warranties<br> to be misleading, inaccurate, incomplete in any respects).
---	---

9

5.4	No Waiver. The rights and remedies of the Purchaser in respect of any breach of the Vendor’s<br> Warranties shall not be affected by the Purchaser terminating, or failing to terminate, this<br> Agreement or any other event or matter whatsoever except by way of a specific and duly authorised<br> written waiver or release by the Purchaser.
5.5	Undertakings.<br> The Vendor hereby unconditionally and irrevocably undertakes to the Purchaser that it shall<br> duly and properly perform its obligations under this Agreement and the transactions contemplated<br> hereunder.
---	---
6.	REPRESENTATIONS, WARRANTIES, UNDERTAKINGS AND INDEMNITIES BY PURCHASER
---	---
6.1	Warranties. The Purchaser hereby unconditionally and irrevocably represents and warrants to the<br> Vendor under the terms set out in this Clause 6 and Schedule 3 that:
---	---
(a)	save<br> as Purchaser Disclosed, each of the Purchaser’s Warranties is now and will at all times<br> be true, complete, accurate and fairly presented in all respects and shall remain in full<br> force and effect notwithstanding Completion;
---	---
(b)	the<br> Vendor is entering into this Agreement in reliance upon such Purchaser’s Warranties<br> and the information disclosed in the Listco Accounts; and
---	---
(c)	no<br> information relating to the Listco Group of which the Vendor has knowledge (actual or constructive)<br> and no investigation by or on behalf of the Vendor shall prejudice any claim made by the<br> Vendor under the Purchaser’s Warranties or operate to reduce any amount recoverable,<br> and liability in respect thereof shall not be confined to breaches discovered before Completion.
---	---
6.2	Separate provisions. Each of the Purchaser’s Warranties shall be construed as a separate<br> and independent warranty to the intent that the Vendor shall have a separate claim and right<br> of action in respect of any breach thereof and (except where expressly provided to the contrary)<br> shall not be limited or restricted by reference to or inference from the terms of any other<br> Purchaser’s Warranty or any other term of this Agreement.
---	---
6.3	Disclosure.<br> The Purchaser shall disclose to the Vendor in writing immediately as it becomes aware of<br> any matter occurring at any time before Completion which constitutes a breach of any of the<br> Purchaser’s Warranties or causes any of the Purchaser’s Warranties to be misleading,<br> inaccurate, incomplete in any respects (or which would with the lapse of time constitute<br> a breach of any of the Purchaser’s Warranties or causes any of the Purchaser’s<br> Warranties to be misleading, inaccurate, incomplete in any respects).
---	---

10

6.4	No Waiver. The rights and remedies of the Vendor in respect of any breach of the Purchaser’s<br> Warranties shall not be affected by the Vendor terminating, or failing to terminate, this<br> Agreement or any other event or matter whatsoever except by way of a specific and duly authorised<br> written waiver or release by the Vendor.
6.5	Undertakings.<br> The Purchaser hereby unconditionally and irrevocably undertakes to the Vendor that it shall<br> duly and properly perform its obligations under this Agreement and the transactions contemplated<br> hereunder.
---	---
7.	CONDUCT OF BUSINESS
---	---
7.1	Continuation.<br> The Vendor shall procure that the Business will continue to be operated in a normal and prudent<br> basis and in the ordinary course of day-to-day operations consistent with past practice and<br> the Group will not do or omit to do (or allow to be done or omitted) any act or thing not<br> in the ordinary course of day-to-day operations prior to Completion.
---	---
8.	COMPLETION
---	---
8.1	Completion.<br> Completion shall take place at the office of the solicitors of the Vendor not later than<br> 4:00 p.m. on the Completion Date, or at such other place and time as shall be mutually agreed<br> in writing by the Purchaser and the Vendor. For the avoidance of doubt, the Vendor must sell<br> and the Purchaser must buy the Sale Shares on the Completion Date
---	---
8.2	Documents to be delivered by the Vendor. Subject to the fulfilment or waiver (if applicable) of<br> the Conditions Precedent and against compliance with the requirements set out in Clause 8.4,<br> the Vendor shall, on or before Completion, deliver to the Purchaser:
---	---
(a)	duly<br> completed and executed instrument of transfer (where appropriate) in favour of the Purchaser<br> and/or its nominee(s) in respect of all of the Sale Shares;
---	---
(b)	all<br> share certificates in respect of the Sale Shares;
---	---
(c)	a<br> certified true copy of the board minutes or resolutions of the Company approving the matters<br> set out in Clause 8.3 respectively;
---	---

---

11

---

(d)	a<br> certified true copy of the board minutes or resolutions of the Vendor, approving this Agreement<br> and the execution and completion (as appropriate) hereof and all documents incidental hereto;<br> and
(e)	application<br> for shares duly executed by the Vendor in relation to the Consideration Shares to be issued<br> and allotted to each of them.
---	---
8.3	Board Meeting.
---	---

The Vendor shall procure that a board meeting of the Company be held at which (where applicable):

(a)	approve<br> the transfer of the Sale Shares, subject to stamping (if required), to the Purchaser and/or<br> its nominee(s) and the registration of such transfer and cancellation of the existing share<br> certificates for the Sale Shares and authorise the issue of new certificate(s) for the Sale<br> Shares in the name of the Purchaser and/or its nominee(s); and
(b)	such<br> other matters shall be dealt with and resolved upon as the Purchaser shall reasonably require<br> for the purposes of giving effect to this Agreement and the completion hereof.
---	---
8.4	Documents to be delivered by the Purchaser. The Purchaser shall, prior to Completion, deliver to<br> the Vendor:
---	---
(a)	documentary<br> evidence showing that full payment of the Consideration in cash has been deposited to the<br> following bank accounts:
---	---
Name<br> of bank:	Bank<br> of Communications (Hong Kong) Limited
---	---
Name<br> of account holder:	NVTH<br> LIMITED
Bank<br> account number:	382-536-101140001
(Multi-currency<br> saving account)
Bank<br> code:	382
SWIFT<br> code:	COMMHKHK
(b)	a<br> certified true copy of the board minutes or resolutions of the Purchaser approving this<br> Agreement and the transactions contemplated thereunder (including but not limited to the<br> issuance and allotment of the Consideration Shares and the appointment of new non-executive<br> directors of Listco as mentioned below) and the execution and completion thereof and of all<br> documents incidental hereto.
---	---

12

8.5	Forfeiture and Rights to Claim. In any event if Completion is not occurred on the Completion Date<br> or the expiry of three months from the date of execution of this Agreement, which ever the<br> latter, due to any reasons other than the fault of the Vendor, the Vendor shall have the<br> absolute discretion to (a) forfeit the Consideration or (b) seek the Purchaser to specifically<br> perform the provisions of this Agreement for the Purchase of the Slae Shares
9.	CONFIDENTIAL ANNOUNCEMENTS
---	---

Each of the parties hereto undertakes that prior to Completion and thereafter it will not (save as required by law or any applicable rules and regulations (including but not limited to the Listing Rules) of any relevant securities exchange or any supervisory or regulatory authority either of the parties may be subject) make, or permit or authorise the making of any press release or other public statement or disclosure nor make any announcement in connection with this Agreement or the transactions contemplated hereunder unless the other parties hereto shall have given their respective prior written consents to such announcement (which consents may not be unreasonably withheld or delayed and may be given either generally or in a specific case or cases and may be subject to conditions).

10.	FURTHER ASSURANCE

Each of the parties hereto hereby undertakes to the other that, notwithstanding Completion, it will do all such acts and things and execute all such deeds and documents as may be necessary or desirable to carry into effect or to give legal effect to this Agreement and the transactions hereby contemplated.

11.	WAIVER
11.1	No<br> waiver by the Vendor of any breach by the Purchaser of any provision of this Agreement shall<br> be deemed to be a waiver of any subsequent breach of that or any other provision hereof and<br> any forbearance or delay by the Vendor in exercising any of its rights hereunder shall not<br> be construed as a waiver thereof.
---	---
11.2	No<br> waiver by the Purchasers of any breach by the Vendor of any provision of this Agreement shall<br> be deemed to be a waiver of any subsequent breach of that or any other provision hereof and<br> any forbearance or delay by the Purchaser in exercising any of its rights hereunder shall<br> not be construed as a waiver thereof.
---	---

13

12.	NO ASSIGNMENT

The benefit of each of the parties hereto under any provision in this Agreement may not be assigned hereto without the prior written consent of the other parties.

13.	NON-MERGER ON COMPLETION

This Agreement shall notwithstanding Completion remain in full force and effect as regards any of the provisions remaining to be performed or carried into effect and including all undertakings, warranties, representations and indemnities.

14.	TIME OF THE ESSENCE

Time shall be of the essence as regards any time, date or period mentioned in this Agreement and any time, date or period substituted for the same by agreement of the parties hereto or otherwise.

15.	ILLEGALITY AND UNENFORCEABILITY

The illegality, invalidity or unenforceability of any part of this Agreement shall not affect the legality, validity or enforceability of any other part of this Agreement.

16.	DOCUMENTS CONSTITUTING AGREEMENT

This Agreement and any documents referred to in this Agreement constitutes the entire agreement between the parties hereto and no variation thereof shall be effective unless made in writing signed by or by the duly authorised representatives of the parties hereto.

17.	COSTS AND EXPENSES
17.1	Costs.<br> Each party shall be responsible for its own costs and expenses (including legal fees and<br> transaction costs) in relation to the preparation, execution and performance of this Agreement.
---	---
17.2	Stamp Duty. The stamp duty (if any) payable on the transfer of the Sale Shares shall be borne<br> by the Vendor and the Purchaser equally.
---	---

14

18.	EXECUTION AND COUNTERPARTS

This Agreement may be executed in one or more counterparts each of which shall be binding on each party by whom or on whose behalf it is so executed, but which together shall constitute a single instrument. For the avoidance of doubt, this Agreement shall not be binding on any party hereto unless and until it shall have been executed by or on behalf of all persons expressed to be party hereto.

19.	LAW AND JURISDICTION
19.1	Proper law. This Agreement shall be governed by and construed in accordance with the laws of<br> Hong Kong. The parties hereto irrevocably submit to the non-exclusive jurisdiction of the<br> courts of Hong Kong as regards any claim or matter arising under this Agreement.
---	---
19.2	Non-Exclusive jurisdiction. Nothing in this Agreement shall limit the right of a party to take proceedings<br> against the other parties in any other court of competent jurisdiction, nor shall the taking<br> of proceedings by any party in one or more jurisdictions preclude the taking of proceedings<br> by the other in any other jurisdiction, whether concurrently or not.
---	---
19.3	Process agent. The Vendor irrevocably appoints NVTHK Limited of 29/F., Chinachem Leighton Plaza,<br> 29 Leighton Road, Causeway Bay, Hong Kong to receive for it and on its behalf, service of<br> process in any proceedings in Hong Kong. Such service shall be deemed completed on delivery<br> to the process agent (whether or not it is forwarded to and received by the Vendor). If for<br> any reason the process agent ceases to be able to act as such or no longer has an address<br> in Hong Kong, the Vendor irrevocably agrees to appoint a substitute process agent reasonably<br> acceptable to other parties hereto, and to deliver to each of such other parties hereto a<br> copy of the new agent’s acceptance of that appointment within five (5) Business Days.<br> Nothing herein shall affect the right to serve any process in any other manner permitted<br> by law.
---	---
19.4	Acknowledgement.<br> The parties hereto hereby acknowledge that Messrs. Tung & Co. only acts for the Vendor<br> in connection with this Agreement and the other parties hereto have been duly advised to<br> seek independent legal advice and to obtain separate legal representation.
---	---

15

20.	NOTICES
20.1	Address.<br> Any notice, demand or other communication served, given or made under or in relation to this<br> Agreement shall be in writing and delivered or sent to the relevant party at its address,<br> fax number or email address set out below (or such other address, fax number or email address<br> as the addressee has by two (2) Business Days’ prior written notice specified to the<br> other parties):
---	---
(a)	To<br> the Vendor:
---	---
Address:	29/F<br> Chinachem Leighton Plaza, 209<br><br> Leighton Road , Causeway Bay , <br><br>Hong Kong
---	---
Fax<br> Number:	2522<br> 3155
Email<br> Address:	[email protected]
Attention:	Mr.<br> Zhao Jiangong/Ms. Lu Rong
(b)	To<br> the Purchaser:
---	---
Address:	5008<br> Ang Mo Kio Ave 5, #04-09<br><br> Techplace II, Singapore 569874
---	---
Fax<br> Number:	N/A
Email<br> Address:	[email protected]
Attention:	Ziyang<br> Long
20.2	Delivery. Any notice to be given under and in relation to this Agreement shall either be delivered<br> personally or sent by first class post or facsimile or via email transmission.
---	---
20.3	Service. A notice shall be deemed to have been served as follows:
---	---
(a)	if<br> personally delivered, at the time of delivery;
---	---
(b)	if<br> sent by post, at the expiration of 7 days if overseas and 48 hours if local after the date<br> of posting;
---	---
(c)	if<br> sent by facsimile, at the time upon successful transmission; and
---	---
(d)	if<br> given or sent by email, when at least one of the relevant email address of the person to<br> whom the communication is made has received the electronic email in legible form.
---	---
20.4	Proof of service. In proving such service it shall be sufficient to prove that personal delivery<br> was made or that the envelope containing such notice was properly addressed and delivered<br> into the custody of the postal authorities as a pre-paid first class delivery letter or that<br> the facsimile was properly addressed and dispatched or that the sender of the email did not<br> receive an automated notification in response relating to the failure of delivery.
---	---
21.	THIRD PARTY RIGHTS
---	---
21.1	Except<br> as expressly provided hereunder, a person who is not a party to this Agreement shall not<br> have any rights under the Contracts (Rights of Third Parties) Ordinance (Chapter 623 of the<br> Laws of Hong Kong) to enforce any term of this Agreement.
---	---
21.2	The<br> rights of the parties hereto to terminate, rescind or agree any variation, waiver or settlement<br> under this Agreement are not subject to the consent of any other person.
---	---

[Theremainder of this page is intentionally left blank]

16

INWITNESS WHEREOF the parties hereto have executed this Agreement on the date first above written.

THE<br> VENDOR
SIGNED<br> by Zhao Jiangong	)	/s/ Zhao Jiangong
	)
duly<br> authorised for and on behalf of	)
NVTH<br> LIMITED	)
	)
in<br> the presence of :-	)
	)
THE<br> PURCHASER
SIGNED<br> by Ziyang Long	)	/s/ Ziyang Long
	)
duly<br> authorised for and on behalf of	)
REPUBLIC<br> POWER GROUP LIMITED	)
	)
	)
in<br> the presence of :-	)

18

Exhibit 10.2

MASTERSOFTWARE SOURCE CODE TRANSFER AGREEMENT

---

(this “Agreement”)

This Agreement is made as of the 8^th^ April, 2026.

AMONG

NVTHLIMITED, a company incorporated in the British Virgin Islands (the “BVI”) with company number 1539724 and whose registered office is at Vistra Corporate Services Centre, Wickhams Cay II Road Town, Tortola, VG1110, BVI, British Virgin Islands (the “Vendor”);

NVTHKLimited, a company registered in Hong Kong with registered number 72956219 and registered address at 29/F, Chinachem Leighton Plaza, 29 Leighton Road, Causeway Bay, Hong Kong (“NVT”); and

RepublicPower Group Limited, a company registered in Cayman Islands with registered address at 5008 Ang Mo Kio Ave 5, #04-09 Techplace II, Singapore 569874 (the “Purchaser” or “Customer”).

WHEREAS

(A)	Pursuant<br> to a sale and purchase agreement dated 8 April 2026 between the Vendor and the Purchaser<br> (the “SPA”), the Vendor agreed to sell and the Purchaser agreed to purchase<br> 10% of the issued share capital of NVC Partners Limited. Under the SPA, the Vendor agreed<br> to procure that its designated affiliate, being NVT, shall provide certain technology services<br> to the Purchaser on the terms set out herein.
(B)	NVT,<br>together with its affiliates have developed software and technical solutions in relation to digital assets or have the ability to provide<br>any technology services related to digital assets, whether by self-development or by outsourcing the development to a third party, including<br>but not limited to RWA Tokenization System, and other software and/or related services.
---	---
(C)	The<br> Customer and its Affiliates is desirous to procure the digital asset related software and<br> services provided by NVT.
---	---

THEPARTIES HEREBY AGREE as follows:

1.	Definitions<br>and Interpretation
1.1.	Unless<br>the context otherwise requires, the following expressions shall have the meanings set out below:
---	---

**“Annexures”**means the Annexures under this Agreement agreed by the Parties from time to time.

**“Agreement”**means this Master Agreement as may be varied or amended from time to time in accordance with this Agreement, including all of its accompanying schedules, exhibits and Annexures executed by the Parties.

**“Affiliate”**means any entity that, directly or indirectly, controls, is controlled by, or is under common control with a Party; and “control” means the direct or indirect possession of the power to direct or cause the direction of the management and policies of another entity, whether through the ownership of voting securities, by contract or otherwise.

“ApplicableLaw” means any declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule, or other binding restriction of or by any state, municipal, local, territorial, or other governmental department, regulatory authority, judicial, or administrative body (whether domestic, international, or foreign), as amended from time to time applicable to this Agreement and the Services.

“AuthorizedRepresentatives” means, in respect of a Party, its and its Affiliates’ directors, officers, employees, agents, and professional advisors (including legal, financial, and accounting advisors) who have a need to know the Confidential Information for the purposes of this Agreement.

“ConfidentialInformation” means all information which relates to the Disclosing Party’s and its Affiliates’ business, including any information of a confidential nature relating to the products, operations, processes, trade secrets, plans, intentions, strategies, product information, market opportunities, Digital Assets or business affairs of the Disclosing Party and its Affiliates, but shall not include information which is: (a) already known to the Receiving Party at the time of disclosure; (b) received from a third party who is not bound by an obligation to keep it confidential; (c) through no fault of the Receiving Party becomes public knowledge; or (d) independently internally developed by the Receiving Party without reference to the Confidential Information.

“CoreEngine” means the foundational software architecture, reusable logic modules, libraries, and frameworks developed by NVT that form the functional basis of the Software and are intended for use across multiple client implementations.

“CustomerDerivative Works” means any modifications, enhancements, adaptations, or derivative works of the Source Code created solely and independently by the Customer or its Affiliates after delivery of the Source Code by NVT, without any contribution from NVT.

“DigitalAssets” means the blockchain-based tokens or any digital assets the Customer made available or intended to be made available to its end client.

“DisclosingParty” means the Party, including any of its Authorized Representatives, who discloses its Confidential Information to the other Party.

2

**“Dispute”**means any dispute, controversy or claim arising out of or in connection with this Agreement, including any question regarding the existence, validity or termination of this Agreement.

**“Documentation”**means all standard materials, documentation, specifications, technical manuals, user manuals, flow diagrams, file descriptions and other written information that describes the function and use of the Software and Source Code and is provided by NVT to the Customer.

“EffectiveDate” means the date of this Agreement as set out at the beginning of this Agreement.

**“Fees”**means the total fees for the Source Code Transfer and Services as set out in this Agreement and in Annexure A.

“IntellectualProperty Rights” means patents, registered designs, trademarks and service marks (whether registered or not), copyright, database right, design right, moral right and other property rights in other jurisdictions that grant similar rights as the foregoing, including those subsisting in inventions, drawings, performances, software, semiconductor topographies, business names, goodwill and the style of presentation of goods and services and in applications for the protection of any of the foregoing and all rights in the nature of any of the foregoing anywhere in the world.

“NVTIP” means: (a) the Software and Source Code as delivered by NVT to the Customer; (b) any deliverables that NVT is required to deliver as expressly listed in each of the Annexures; (c) any other software or materials owned, developed or created by NVT (including NVT Affiliates or by any party on behalf of NVT) in the performance of the Services; (d) any software owned, developed or created by a third party which is licensed to NVT for the purpose of providing the Services to the Customer; and (e) any modifications to any of the above made by or on behalf of NVT.

“ReceivingParty” means the Party, including its Authorized Representatives, who receives Confidential Information from the other Party.

“ProfessionalInvestor” has the meaning ascribed to it under the Securities and Futures Ordinance (Cap. 571) of Hong Kong, being an investor who meets the applicable financial threshold or professional criteria as defined therein.

“ReservoirMarketplace” means the over-the-counter secondary trading marketplace software for tokenized RWA assets issued through the RWA Tokenization System, operating as an independent protocol accessible via the Distributor End and Investor End of the RWA Tokenization System, as further described in Annexure A.

“RWATokenization System” means the real-world asset tokenization platform software, forming part of the Software, as further described in Annexure A.

**“Services”**means each of the maintenance, support services and/or other services, all as specified in the relevant Annexure.

3

**“Software”**means the RWA Tokenization System and the Reservoir Marketplace, together with all related components transferred by NVT to the Customer under this Agreement and as specified in Annexure A.

“SourceCode” means the complete source code of the Software, including front-end, back-end, database scripts, smart contracts, and scripts related to development, testing, and deployment.

1.2.	In<br>this Agreement, unless the context requires otherwise, a reference to: (a) a Clause or Schedule is a reference to a Clause of, and Schedule<br>to, this Agreement; (b) a paragraph is a reference to a paragraph of the Schedule referred to or, if no Schedule is referred to, a paragraph<br>of the Schedule in which the reference itself appears; (c) a statutory provision includes a reference to that statutory provision as<br>modified or re-enacted from time to time and any subordinate legislation made under that statutory provision; (d) the singular includes<br>the plural, and vice versa; (e) one gender includes the other gender and the neuter; (f) the headings are for reference only and shall<br>not affect the interpretation of this Agreement; (g) references to either Party shall include references to any permitted successor in<br>title or assignee of such party; (h) “include” and “including” shall be interpreted without limitation; (i) general<br>words shall not be given a restrictive meaning because they are preceded or followed by specific examples; (j) a “person” includes<br>any individual, corporation, partnership, firm, joint venture, trust, government or governmental body, authority, agency or unincorporated<br>organization or association of persons; and (k) a “day”, “month” and “year” means a calendar day, a calendar<br>month and a calendar year, respectively.
1.3.	In<br>the event of conflict between the terms of this Agreement and the terms of an Annexure, the Annexure shall prevail.
---	---
2.	Source<br>Code Transfer
---	---
2.1.	Transferof Source Code. Subject to the full payment of the Fees, NVT hereby irrevocably assigns, transfers and conveys to the Customer<br>and its Affiliates all of NVT’s right, title, and interest in and to the specific copy of the Source Code delivered pursuant to this<br>Agreement, including the right to: (a) install, access, and use the Software for any business purpose; (b) copy, possess, modify, and<br>develop derivative works based on the Source Code for the purpose of maintaining, optimizing, and further developing the Customer’s digital<br>asset platform; and (c) sublicense or transfer the Source Code and any rights therein to the Customer’s Affiliates.
---	---

[*redacted*].

4

2.2.	Scope of Transfer. [*redacted*].
2.3.	Licenseto Core Engine. To the extent that the Core Engine is embedded in or necessary for the operation of the Source Code, NVT hereby<br>grants to the Customer and its Affiliates a royalty-free, perpetual, irrevocable, non-exclusive, world-wide license to use, copy, modify,<br>and exploit the Core Engine solely as incorporated in or required to operate the Source Code and any Customer Derivative Works. This<br>license shall survive the termination or expiry of this Agreement.
---	---
2.4.	Services. NVT<br>agrees to provide the Services, including technical training and one (1) year of technical guidance and defect repair without any extra<br>charge, starting from the date of delivery and acceptance of the RWA Tokenization System Source Code as specified in Annexure A.
---	---
3.	Restrictions
---	---

Customer will not, nor will it authorize or assist others to:

(a)	distribute,<br> sell, lease, or sublicense the Source Code or Software to any third party (excluding Affiliates)<br> without NVT’s prior written consent;
(b)	use<br> the Source Code to build a competing software product for commercial resale as a standalone<br> software vendor (SaaS or otherwise);
---	---
(c)	interfere<br> or attempt to interfere with the integrity or proper working of the Service;
---	---
(d)	use<br> the Service in any unlawful manner or in breach of this Agreement; or
---	---
(e)	use<br> NVT’s name, logo or trademarks without prior written consent.
---	---
4.	Intellectual<br>Property Rights
---	---
4.1.	TransferredSource Code. Upon delivery of the Source Code and full payment of the fees, the Customer shall own the specific copy of the Source<br>Code delivered by NVT, as set out in Clause 2.1. All Intellectual Property Rights in Customer Derivative Works shall vest in and be owned<br>solely by the Customer from the moment of their creation. The Customer acknowledges that the Source Code, prior to delivery, constitutes<br>a valuable trade secret of NVT, and any unauthorized disclosure to third parties will cause irreparable harm to NVT.
---	---

5

4.2.	NVTIP. [*redacted*].
5.	Customer<br>Data and Logo
---	---
5.1.	While<br>using the Software or the Service, Customer may provide, upload, import, transmit, post, or make accessible to NVT and/or NVT’s affiliates<br>or service providers certain data, including but not limited to any blockchain transactions data, wallet data or any financial data.<br>Customer hereby grants NVT a royalty-free, revocable, non-exclusive and non-sublicensable license to use, process, and store the data<br>in order to (i) provide the Service to Customer; (ii) administer and make improvements to the Service; and (iii) collect and analyze<br>anonymous information. Customer acknowledges that the Service does not operate as an archive or file storage service. Customer is solely<br>responsible for the backup of such data and the Customer alone can implement backup plans and safeguards appropriate for its requirements.<br>“Data” means raw data provided by Customer and/or its representative or on their behalf to NVT for the purpose of and in connection<br>with using the Service.
---	---
5.2.	During<br>the term of this Agreement, NVT may use the Customer’s brand name, trademark, logo and any other related property in any medium of advertising,<br>marketing materials and/or promotional goods in conjunction with the Service upon the prior written consent of the Customer.
---	---
6.	The<br>Parties’ Obligations
---	---
6.1.	Licenses/Permissions. The<br>Customer acknowledges and agrees that it shall have the sole obligation and responsibility to obtain a license and/or approval from any<br>regulator or authority under the Applicable Laws for the purpose of making Digital Asset products available to its end clients. During<br>the term of this Agreement, the Customer shall maintain the validity of its license and approval from the relevant regulator or authority.<br>In the circumstances that the Customer offers any Digital Asset products without license and/or approval from a relevant regulator and/or<br>authority, the Customer shall be liable to NVT for all direct damages and losses arising therefrom.
---	---

6

7.	Payment
7.1.	Fees. In<br>consideration of the Technology Services to be provided by NVT hereunder, the Customer shall pay a total fee of United States Dollars<br>Two Million Eight Hundred Thousand (US$2,800,000) (the “Fee”), which forms part of the aggregate Consideration payable<br>under the SPA. The Fee shall be due and payable in accordance with the payment terms and conditions stipulated in the SPA, and for the<br>avoidance of doubt, the obligation to pay the Fee shall not be conditional upon, nor determined by reference to, the delivery, completion,<br>or acceptance of any Technology Services under this Agreement.
---	---
8.	Representations<br>& Warranties
---	---
8.1.	Representations. Each<br>Party warrants that: (a) it has the power and authority, and has taken all corporate action required, to enter into and fully perform<br>this Agreement, and its entry into and performance of this Agreement do not and will not violate any agreement to which it is bound;<br>and (b) it will comply with all applicable laws, rules, regulations, and ordinances in its performance of this Agreement.
---	---
8.2.	Customer’sRepresentations. Notwithstanding Clause 6.1 and 8.1 above, the Customer further represents and warrants and shall ensure that<br>its digital assets activities comply with all applicable laws and regulations, including but not limited to acquiring and maintaining<br>all necessary licenses and/or approvals from any regulator or authority to provide digital asset related services to its clients, anti-money<br>laundering, and counter-terrorist financing laws and regulations.
---	---
8.3.	NVT’sWarranty. NVT warrants, represents and undertakes that:
---	---
(a)	the<br>Software will materially conform to the specifications in Annexure A. NVT commits to repairing system defects caused by NVT for a period<br>of one (1) year from the date of delivery and acceptance of the RWA Tokenization System Source Code (the “Warranty Period”);
---	---
(b)	it<br> has the right to transfer to the Customer the ownership and rights set out in this Agreement;
---	---
(c)	the<br> Services will be performed diligently, with all reasonable skill and care, in a professional<br> manner at least to industry standards by appropriately trained and experienced personnel;
---	---
(d)	it<br> will co-operate fully with the Customer, its Affiliates, its agents and subcontractors;
---	---
(e)	it<br> owns and is able to provide good title to the Customer to the Software and Source Code which<br> it supplies pursuant to this Agreement;
---	---
(f)	where<br> the deliverables include any embedded software, and/or where and to the extent that any Intellectual<br> Property Rights subsist in the deliverables, NVT has obtained all necessary approvals, rights,<br> titles and licenses to transfer the deliverables to the Customer for the Customer’s own use,<br> and/or to permit third parties to use each copy of such embedded software and to make such<br> other copies as are reasonably necessary to support their intended use. The foregoing explicitly<br> includes any open-source software or other third party software components integrated into<br> or provided with the deliverables. NVT further guarantees that it has fulfilled and continuously<br> fulfils any applicable obligations related to open source software or other third party software<br> components integrated into or provided with the deliverables;
---	---

7

(g)	it<br> will achieve the Service Levels (if any);
(h)	during<br> the Warranty Period, the Software will conform in all material respects to the Specification<br> and be free from defects;
---	---
(i)	during<br> the Warranty Period, the Software shall be fit for the intended purpose; and
---	---
(j)	the<br> Software, Source Code and the media on which the Software is delivered are free from defects,<br> viruses and other malicious code.
---	---
8.4.	ComplianceWarranty. NVT represents and warrants that, as of the Effective Date, its current business operations, revenue, system solutions,<br>business cases, products, and code do not violate relevant laws and regulatory regulations in Hong Kong and Mainland China. In the event<br>of any violations or illegal issues that negatively impact the Customer, NVT will be held legally responsible and liable for economic<br>compensation and shall fully indemnify the Customer for such breach. NVT shall not be liable for any subsequent changes in law or regulatory<br>interpretations in jurisdictions where it does not maintain a physical business presence.
---	---
8.5.	Remedyfor Breach of Warranties. If any Services are not in accordance with, or if NVT otherwise fails to fulfil its obligations under,<br>this Agreement, the Customer may without liability at any time and without prejudice to its other rights or remedies: (i) by written<br>notice require NVT to re-perform the Services as soon as reasonably practicable at no cost or liability to the Customer; and/or (ii)<br>terminate the Agreement; and/or (iii) refuse to accept any further performance of the Services.
---	---
9.	Limitation<br>of Liability
---	---
9.1.	NOT<br>USED.
---	---
9.2.	AggregateLiability. Subject to Clause 9.4, the aggregate liability of NVT to the Customer in respect of all causes of action arising under<br>or in connection with this Agreement and the applicable Annexure, whether arising in contract, tort (including negligence), misrepresentation,<br>breach of statutory duty, or otherwise, shall in no circumstances exceed the total Fees actually paid by the Customer to NVT under this<br>Agreement. This aggregate cap applies to all claims including, without limitation, any breach of Clause 3 (Restrictions), Clause 4 (Intellectual<br>Property Rights), or Clause 11 (Confidentiality).
---	---

8

The aggregate liability of the Customer to NVT in respect of all causes of action arising under or in connection with this Agreement shall in no circumstances exceed the total Fees paid or payable by the Customer under this Agreement.

9.3.	Limitationon Loss. Subject to Clause 9.4, neither Party shall be liable to the other Party for any indirect or consequential loss or damages,<br>loss of profits, loss of revenue, loss of goodwill, loss of anticipated savings, or loss or damage (including corruption) to data, arising<br>out of or in connection with this Agreement, whether arising from negligence, tort (including negligence), misrepresentation (other than<br>fraudulent misrepresentation), breach of statutory duty, breach of contract, or otherwise. For the avoidance of doubt, the limitation<br>in this Clause 9.3 applies to NVT’s liability in all circumstances, including any breach of Clause 11 (Confidentiality) or Clause 4 (Intellectual<br>Property Rights), and NVT’s total liability in all such cases remains subject to the aggregate cap in Clause 9.2.
9.4.	Exceptions. Nothing<br>in this Agreement shall limit or exclude either Party’s liability for: (a) fraud or fraudulent misrepresentation; or (b) any other liability<br>that cannot be excluded or limited by Applicable Law.
---	---
9.5.	ForceMajeure. Neither Party shall be deemed to be in default of any provision of this Agreement or be liable to the other Party or<br>to any third party for any delay or failure in performance or interruption of performance resulting from a cause beyond that Party’s<br>reasonable control and without the fault or negligence of that Party for such delay or failure including, without limitation, acts of<br>God, strikes, lockouts, riots, acts of war, epidemics, governmental regulations superimposed after the fact, fire, communication failures,<br>power failures, network outage, hacking activities, earthquakes or other disasters (“Force Majeure Event”).
---	---
9.6.	Allocationof Liability. (a) NVT’s liability for any loss arising from software defects (Bugs) is strictly limited to the repair obligations<br>set forth in Clause 8.3 and the aggregate liability cap in Clause 9.2. (b) In no event shall NVT be liable for any losses, including<br>but not limited to loss of Digital Assets or financial loss, resulting from the Customer’s operational errors, negligence, loss of Keys,<br>or failure to follow the Documentation. This Clause 9.6 shall not restrict the Customer’s right to reimbursement of pre-paid fees under<br>Clause 8.5 where NVT has failed to perform its service obligations.
---	---

9

10.	Term<br>and Termination
10.1.	Term. This<br>Agreement is effective from the Effective Date. The ownership of the Source Code transferred under Clause 2.1, and the license to the<br>Core Engine granted under Clause 2.3, are each perpetual and irrevocable. The term for Technical Guidance and Defect Repair Services<br>shall be one (1) year from the date of delivery and acceptance of the RWA Tokenization System Source Code as specified in Annexure A.
---	---
10.2.	Terminationfor Breach. Either party may terminate this Agreement at any time by giving written notice to the other party, if the other party<br>is in breach or default of any material provision of this Agreement, and, if curable, fails to cure the breach or default within thirty<br>(30) days after being given written notice specifying details of the breach or default and requiring the same to be remedied.
---	---
10.3.	Terminationfor Cause. Either party may terminate this Agreement immediately if the following event occurs:
---	---
(a)	A<br> party is listed on any sanction list under any of the authorities of the United Nations,<br> China, the United Kingdom, Singapore, Hong Kong SAR and/or the Financial Action Task Force<br> (FATF);
---	---
(b)	A<br> party is subject to any criminal liability under any Applicable Laws;
---	---
(c)	In<br> the case of the Customer who breaches Clause 6.1 above; or
---	---
(d)	A<br> party is making application or is subject to an application of any winding up or liquidation<br> procedures, or there is an order against the party for the appointment of a liquidator, receiver,<br> administrator, trustee or similar officer.
---	---
10.4.	Consequenceof Termination.
---	---
(a)	Upon<br> termination of this Agreement for any reason, the Customer shall: (i) pay all Fees due and<br> payable prior to the date of termination immediately; and (ii) return to NVT any and all<br> of NVT’s Confidential Information then in its possession (other than the Source Code and<br> Documentation to which the Customer retains rights under Clause 10.4(b)).
---	---
(b)	Notwithstanding<br> the termination or expiry of this Agreement for any reason:
---	---
(i)	where<br> termination is not caused by the Customer’s material breach, the Customer shall retain all<br> ownership rights in the Source Code transferred under Clause 2.1 and all Customer Derivative<br> Works, and the license to the Core Engine under Clause 2.3 shall continue in full force and<br> effect; and
---	---

10

(ii)	where<br> termination is caused by the Customer’s material breach, the Customer shall immediately cease<br> all use of the Source Code and Software and return or destroy all copies thereof, and the<br> license to the Core Engine under Clause 2.3 shall terminate.
10.5.	Survival. All<br>provisions of this Agreement which may reasonably be interpreted or construed as surviving the expiration or termination of this Agreement<br>shall so survive, including but not limited to Clause 1, 2, 3, 4, 5, 6, 7, 9, 10, 11, 12 and 13. For the avoidance of doubt, Clause 2<br>(Source Code Transfer) shall survive termination of this Agreement, and the Customer’s ownership of the Source Code and Customer Derivative<br>Works, and the license to the Core Engine under Clause 2.3, shall remain in full force and effect following any termination not caused<br>by the Customer’s material breach.
---	---
11.	Confidentiality
---	---

Each Party may have access to certain non-public information of the other Party, in any form or media, including without limitation trade secrets and other information related to the Services, software, technology, data, know-how, or business of the other Party, and any other information that a reasonable person should have reason to believe is proprietary, confidential, or competitively sensitive (the “Confidential Information”). The Documentation shall be considered as Confidential Information hereunder. Each Party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other Party’s Confidential Information from disclosure to a third party. The receiving party’s obligations under this Clause, with respect to any Confidential Information of the disclosing party, shall not apply to and/or shall terminate if such information: (a) was already lawfully known to the receiving party at the time of disclosure by the disclosing party; (b) was disclosed to the receiving party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the receiving party has become, generally available to the public; (d) was independently developed by the receiving party without access to, or use of, the disclosing party’s Confidential Information; or (e) is disclosed to any enforcement agency in any competent jurisdiction under the Applicable Law.

12.	Governing<br>Law and Jurisdiction
12.1.	GoverningLaw. This Agreement shall be governed by and construed under the laws of Hong Kong. Any dispute, controversy, difference, or claim<br>arising out of or relating to this Agreement, including the existence, validity, interpretation, performance, breach or termination thereof,<br>or any dispute regarding non-contractual obligations arising out of or relating to it, shall be referred to and finally resolved by arbitration<br>administered by the HKIAC under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law<br>of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be one.<br>The arbitration proceedings shall be conducted in English.
---	---

11

12.2.	InjunctiveRelief. Notwithstanding Clause 12.1, either Party may apply to the Hong Kong courts, or any other court of competent jurisdiction,<br>for injunctive relief or other interim or conservatory measures necessary to prevent or restrain an actual or threatened breach of this<br>Agreement, pending the constitution of an arbitral tribunal or pending any arbitral award. The seeking of such relief shall not be deemed<br>a waiver of the obligation to arbitrate.
13.	Miscellaneous
---	---
13.1.	EntireAgreement. This Agreement, together with Annexures, represents the complete agreement concerning the subject matter hereof, and<br>supersedes any prior or contemporaneous agreements between the parties with respect to the subject of this Agreement. The Agreement may<br>be amended only by a written agreement executed by both Parties. If any provision of this Agreement shall be declared invalid, illegal<br>or unenforceable, then such provision shall be deemed modified or excluded to the extent necessary so that it is no longer invalid, in<br>violation of law or unenforceable and all remaining provisions shall continue in full force and effect.
---	---
13.2.	NoWaiver. A failure to exercise or delay in exercising a right or remedy provided by this Agreement or by law does not constitute<br>a waiver of the right or remedy or a waiver of other rights or remedies. No single or partial exercise of a right or remedy provided<br>by this Agreement or by law prevents a further exercise of the right or remedy or the exercise of another right or remedy.
---	---
13.3.	NoAgency or Partnership. No provision of this Agreement creates a partnership or joint venture between the Parties or makes a Party<br>the agent of another Party for any purpose. Neither NVT nor Customer has any authority to bind, to contract in the name of or to create<br>a liability for such other Party in any way or for any purpose.
---	---
13.4.	Notice. Any<br>notice required to be given under this Agreement shall be in writing and shall be delivered personally or sent by pre-paid first-class<br>post or recorded delivery or by commercial courier, or by email, to the relevant Party at the address set out below:
---	---
(a)	The<br>Customer: [email protected]
---	---
(b)	NVT:<br> [email protected]
---	---

or as otherwise specified by the relevant Party by notice in writing to the other Party. Any notice shall be deemed to have been duly received: (a) if delivered personally or by email, when left at the address or email address referred to in this clause (provided that, in the case of email, no automated delivery failure notification is received by the sender); (b) if sent by pre-paid first-class post or recorded delivery, on the second Business Day after posting; or (c) if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.

13.5.

Assignment. Neither<br> Party shall without the prior written consent of the other Party (such consent not to be unreasonably conditioned, withheld or<br> delayed) assign, transfer, charge or deal in any other manner with this Agreement or any of its rights under it, or purport to do<br> any of the same, nor subcontract any or all of its obligations under this Agreement; provided that either Party may assign this<br> Agreement without consent to an Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its<br> assets.

12

INWITNESS WHEREOF this Agreement has been entered into the day and year first before written.

NVTHLIMITED:

Signature:	/s/ Zhao<br> Jiangong
Name:	Zhao<br> Jiangong
Title:	Director

NVTHKLIMITED:

Signature:	/s/ Zhao<br> Jiangong
Name:	Zhao<br> Jiangong
Title:	Director

REPUBLICPOWER GROUP LIMITED:

Signature:	/s/ Ziyang Long
Name:	Ziyang<br>Long
Title:	Director

13