Republic Power Group Ltd 6-K, filed Aug 10, 2026

Republic Power Group Ltd (RPGL)

6-K 2026-08-10 For: 2026-08-10

View Original

Added on August 11, 2026

About this 6-K

Republic Power Group Ltd filed this 6-K on August 10, 2026.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Exhibit No.		Description
99.1		Notice of Extraordinary General Meeting of Shareholders and Proxy Statement
99.2		Form of Proxy Card

	Republic Power Group Limited

Date: August 10, 2026	By:	/s/ Ziyang Long
	Name:	Ziyang Long
	Title:	Chief Executive Officer

Item		Board Vote Recommendation

1.	To amend the authorized shares of the Company, from an unlimited number of shares with a par value of US$0.50 each, comprising (i) an unlimited number of Class A ordinary shares with a par value of US$0.50 each (“Class A Ordinary Shares”) and (ii) 62,500 class B ordinary shares with a par value of US$0.50 each (“Class B Ordinary Shares”, together with Class A Ordinary Shares, the “Ordinary Shares”), to 11,000,000,000 shares with a par value of US$0.50 each comprising (i) 10,000,000,000 Class A Ordinary Shares with a par value of US$0.50 each; and (ii) 1,000,000,000 Class B Ordinary Shares with a par value of US$0.50 each (the “Amendment to the Authorized Shares”, the proposal, “Amendment to the Authorized Shares Proposal”)	“FOR”

2.	That conditional upon the approval of the Amendment to the Authorized Shares Proposal, the existing fourth amended and restated memorandum of association of the Company be and is hereby amended by deleting Clause 5.3 thereof in its entirety and replacing it with the following new Clause 5.3: “The Company is authorized to issue 11,000,000,000 shares with a par value of US$0.50 each comprising (i) 10,000,000,000 class A ordinary shares with a par value of US$0.50 each; and (ii) 1,000,000,000 class B ordinary shares with a par value of US$0.50 each.” (the “Change of Authorized Shares Clause”, the proposal, “Change of Authorized Shares Clause Proposal”)	“FOR”

3.	That conditional upon the approval of the sole holder of the Class B Ordinary Shares to the variation of the rights attached to the Class B Ordinary Shares, the increase of the number of votes carried by each Class B Ordinary Share from thirty (30) votes to one hundred (100) votes per share be approved (the “Change of Voting Power”, the proposal, “Change of Voting Power Proposal”).	“FOR”
4.	That subject to the Amendment to the Authorized Shares Proposal, the Change of Authorized Shares Clause Proposal and the Change of Voting Power Proposal being approved, the fifth amended and restated memorandum and articles of association in the form as attached hereto as Appendix A (the “Fifth M&A”), which reflects the Amendment to the Authorized Shares, the Change of Authorized Shares Clause and the Change of Voting Power, be approved and adopted as the memorandum and articles of association of the Company in substitution for and to the exclusion of the existing fourth amended and restated memorandum and articles of association of the Company (the “Amendment to M&A Proposal”).	“FOR”

5.	That subject to the Fifth M&A becoming effective:		“FOR”

	i)	the Company may effect one or more share consolidations of (i) each of the issued and unissued Class A Ordinary Shares with a par value of US$0.50 each and (ii) each of the issued and unissued Class B Ordinary Shares with a par value of US$0.50 each at a cumulative ratio of not less than one (1)-for-two (2) and not more than one (1)-for-fifty (50) (the “Range”), with the exact ratio to be set at a whole number within the Range and the exact date to be determined by the Board of Directors (the “Board”) in its sole discretion by no later than 180 days from the date of the Meeting (the “Share Consolidations” or the “Share Consolidation”) be and is hereby approved;

	ii)	the Board be authorized at its absolute and sole discretion to either (i) implement one or more Share Consolidations and determine the exact ratio of each Share Consolidation and effective date of each Share Consolidation at any time within 180 days following the date of the Meeting or (ii) elect not to implement any Share Consolidations, and any one director or officer of the Company be and is hereby authorized, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement, carry out and give effect to each Share Consolidation, if and when deemed advisable by the Board in its sole discretion;

	iii)	the Directors may settle as they consider expedient any difficulty which arises in relation to each Share Consolidation including arranging for the sale of any Class A Ordinary Shares or Class B Ordinary Shares representing fractions and the distribution of the net proceeds of sale (after deduction of the expenses of such sale) in due proportion amongst the shareholders of the Company who would have been entitled to the fractions, and for this purpose the Directors may authorize some persons to transfer the Class A Ordinary Shares or Class B Ordinary Shares representing fractions to the purchaser of such shares (who will not be bound to see to the application of the purchase money) or the Company; and

	iv)	subject to the determination of the ratio of each Share Consolidation within the Range by the Directors and each Share Consolidation taking effect, the Fifth M&A be further amended to, among others, reflect each Share Consolidation and the authorized number of shares after each Share Consolidation, and an amended and restated memorandum and articles of association (the “New Amended M&A”) be adopted as the new memorandum and articles of association of the Company in substitution for the then current memorandum and articles of association of the Company.

By Order of the Board of Directors,

/s/ Hao Feng Ng
Hao Feng Ng
Chairman of the Board

August 10, 2026

6.	That (a) subject to the Company receiving all necessary governmental and regulatory consents, the change of domicile of the Company (the “Change of Domicile”) from the British Virgin Islands to the Cayman Islands by way of discontinuance as a BVI business company under the laws of the British Virgin Islands and continuation as an exempted company under the laws of the Cayman Islands be approved; and (b) any officer or director of the Company be authorized for and on behalf of the Company to execute and deliver all such documents, instruments and agreements, whether under the corporate seal of the Company or otherwise, and to do all such acts or things as may be necessary or desirable to give effect to the foregoing (the “Redomiciliation Proposal”).

7.	As a special resolution, that conditional and effective upon the continuation of the Company in the Cayman Islands as an exempted company under the laws of the Cayman Islands, the memorandum of association and articles of association in the form attached hereto as Appendix B (the “Cayman M&A”), be and are hereby adopted as the memorandum of association and articles of association of the Company in substitution for and to the exclusion of anything previously existing (the “Adoption of Cayman M&A Proposal”).

	●	“FOR” to amend the authorized shares of the Company, from an unlimited number of shares with a par value of US$0.50 each, comprising (i) an unlimited number of Class A ordinary shares with a par value of US$0.50 each (“Class A Ordinary Shares”) and (ii) 62,500 Class B ordinary shares with a par value of US$0.50 each (“Class B Ordinary Shares”, together with Class A Ordinary Shares, the “Ordinary Shares“), to 11,000,000,000 shares with a par value of US$0.50 each comprising (i) 10,000,000,000 Class A Ordinary Shares with a par value of US$0.50 each; and (ii) 1,000,000,000 Class B Ordinary Shares with a par value of US$0.50 each (the “Amendment to the Authorized Shares”, the proposal, “Amendment to the Authorized Shares Proposal”) (Proposal No. 1)

	●	“FOR” that conditional upon the approval of the Amendment to the Authorized Shares Proposal, the existing fourth amended and restated memorandum of association of the Company be and is hereby amended by deleting Clause 5.3 thereof in its entirety and replacing it with the following new Clause 5.3: “The Company is authorized to issue 11,000,000,000 shares with a par value of US$0.50 each comprising (i) 10,000,000,000 class A ordinary shares with a par value of US$0.50 each; and (ii) 1,000,000,000 class B ordinary shares with a par value of US$0.50 each.” (the “Change of Authorized Shares Clause”, the proposal “Change of Authorized Shares Clause Proposal”) (Proposal No. 2)

	●	“FOR” that conditional upon the approval of the sole holder of the Class B Ordinary Shares of the Company to the variation of the rights attached to the Class B Ordinary Shares, the increase of the number of votes carried by each Class B Ordinary Share from thirty (30) votes to one hundred (100) votes per share be approved (the “Change of Voting Power”, the proposal, “Change of Voting Power Proposal”) (Proposal No. 3);

	●	“FOR” that subject to the Amendment to the Authorized Shares Proposal, the Change of Authorized Shares Clause Proposal and the Change of Voting Power Proposal being approved, the fifth amended and restated memorandum and articles of association in the form as attached hereto as Appendix A (the “Fifth M&A”), which reflects the Amendment to the Authorized Shares, the Change of Authorized Shares Clause and the Change of Voting Power, be approved and adopted as the memorandum and articles of association of the Company in substitution for and to the exclusion of the existing fourth amended and restated memorandum and articles of association of the Company (the “Amendment to M&A Proposal”). (Proposal No. 4)

●	“FOR” that subject to the Fifth M&A becoming effective:

	i)	the Company may effect one or more share consolidations of (i) each of the issued and unissued Class A ordinary shares with a par value of US$0.50 each and (ii) each of the issued and unissued Class B ordinary shares with a par value of US$0.50 each at a cumulative ratio of not less than one (1)-for-two (2) and not more than one (1)-for-fifty (50) (the “Range”), with the exact ratio to be set at a whole number within the Range and the exact date to be determined by the Board of Directors (the “Board”) in its sole discretion by no later than 180 days from the date of the Meeting (the “Share Consolidations” or the “Share Consolidation”) be and is hereby approved;

	ii)	the Board be authorized at its absolute and sole discretion to either (i) implement one or more Share Consolidations and determine the exact ratio of each Share Consolidation and effective date of each Share Consolidation at any time within 180 days following the date of the Meeting or (ii) elect not to implement any Share Consolidations, and any one director or officer of the Company be and is hereby authorized, for and on behalf of the Company, to do all such other acts or things necessary or desirable to implement, carry out and give effect to each Share Consolidation, if and when deemed advisable by the Board in its sole discretion;

	iii)	the Directors may settle as they consider expedient any difficulty which arises in relation to each Share Consolidation including arranging for the sale of any Class A Ordinary Shares or Class B Ordinary Shares representing fractions and the distribution of the net proceeds of sale (after deduction of the expenses of such sale) in due proportion amongst the shareholders of the Company who would have been entitled to the fractions, and for this purpose the Directors may authorize some persons to transfer the Class A Ordinary Shares or Class B Ordinary Shares representing fractions to the purchaser of such shares (who will not be bound to see to the application of the purchase money) or the Company; and

	iv)	subject to the determination of the ratio of each Share Consolidation within the Range by the Directors and each Share Consolidation taking effect, the Fifth M&A be further amended to, among others, reflect each Share Consolidation and the authorized number of shares after each Share Consolidation, and an amended and restated memorandum and articles of association (the “New Amended M&A”) be adopted as the new memorandum and articles of association of the Company in substitution for the then current memorandum and articles of association of the Company (collectively, the “Share Consolidation Proposal”) (Proposal No. 5).

●	“FOR” that (a) subject to the Company receiving all necessary governmental and regulatory consents, the change of domicile of the Company (the “Change of Domicile”) from the British Virgin Islands to the Cayman Islands by way of discontinuance as a BVI business company under the laws of the British Virgin Islands and continuation as an exempted company under the laws of the Cayman Islands be approved and (b) any officer or director of the Company be authorized for and on behalf of the Company to execute and deliver all such documents, instruments and agreements, whether under the corporate seal of the Company or otherwise, and to do all such acts or things as may be necessary or desirable to give effect to the foregoing (the “Redomiciliation Proposal”) (Proposal No. 6).

●	“FOR” as a special resolution, conditional and effective upon the continuation of the Company in the Cayman Islands as an exempted company under the laws of the Cayman Islands, the memorandum of association and articles of association in the form attached hereto as Appendix B (the “Cayman M&A”), be adopted as the memorandum of association and articles of association of the Company in substitution for and to the exclusion of anything previously existing (the “Adoption of Cayman M&A Proposal”) (Proposal No. 7).

	Shares Outstanding
	Record		Ratio of		Ratio of		Ratio of
	Date		2-1		25-1		50-1
Class A Ordinary Shares		16,117,920		8,058,960		644,717		322,359
Class B Ordinary Shares		29,969		14,985		1,199		600

Provision	British Virgin Islands (Before Change of Domicile)	Cayman Islands (After Change of Domicile)
Applicable legislation	The BVI Business Companies Act, 2004 (as amended) of the British Virgin Islands (the “BVI Act”).	The Companies Act (As Revised) of the Cayman Islands (the “Companies Act”).

General Vote Required for Combinations with Interested Shareholders	No applicable provision.	No applicable provision

Appraisal Rights	Under the BVI Act, shareholders of a BVI business company have appraisal rights entitling them to payment of the fair value of their shares upon dissenting from: (a) a merger, if the company is a constituent company (unless the company is the surviving company and the shareholder continues to hold the same or similar shares); (b) a consolidation, if the company is a constituent company; (c) any sale, transfer, lease, exchange or other disposition of more than 50% in value of the assets or business of the company not made in the ordinary course of business; (d) a redemption of minority shares; or (e) an arrangement, if permitted by the court.	Under the Companies Act, shareholders who dissent from a merger or consolidation are entitled to payment of the fair value of their shares. A member who desires to exercise this entitlement must give written objection to the company before the vote on the merger or consolidation. If the company and the dissenting member cannot agree on the fair value, the matter may be determined by the Grand Court of the Cayman Islands. Appraisal rights are not available where an open market exists for the relevant class of shares on a recognised stock exchange, unless shareholders are required to accept consideration other than shares or depository receipts that are publicly traded or widely held.

Requirements for Shareholder Approval	Under the BVI Act, unless otherwise specified in the memorandum or articles of association, a resolution of members is passed if approved by a majority of in excess of 50% of the votes of those members entitled to vote and voting on the resolution. The memorandum or articles may specify a higher majority. Certain matters, including any sale, transfer, lease, exchange or other disposition of more than 50% in value of the assets of the company (other than in the ordinary course of business), require shareholder approval.	Under the Companies Act, matters requiring shareholder approval are determined by ordinary resolution (being the approval of a majority of the votes of those members entitled to vote who, being present in person, virtually or by proxy, vote at the meeting) unless the Companies Act or the company’s articles of association require a special resolution. A special resolution requires the approval of at least two-thirds of the votes of members entitled to vote who, being present in person, virtually or by proxy, vote at the meeting. Matters requiring a special resolution include amendments to the memorandum and articles of association, voluntary winding up, and reduction of share capital.

Shareholder Consent to Action Without Meeting	Subject to the memorandum or articles of association, an action that may be taken by members at a meeting may also be taken by a resolution consented to in writing or by telex, telegram, cable or other written electronic communication, without the need for any prior notice.	Cayman Islands law permits us to eliminate the right of shareholders to act by written consent and the Cayman M&A provide that any action required or permitted to be taken at any general meetings may be taken upon the vote of shareholders at a general meeting duly noticed and convened in accordance with our amended and restated articles of association. The Cayman M&A stipulates that, subject to the Companies Act, any action required or permitted to be taken at any annual or extraordinary general meetings of the Company may be taken: (i) upon the vote of the members at an annual or extraordinary general meeting duly noticed and convened in accordance with our amended and restated articles of association and the Companies Act; (ii) in the case of any action required to be approved by way of a special resolution, by unanimous written resolution of members without a meeting; or (iii) in the case of any matter required to be approved by way of an ordinary resolution, by written resolution of members without a meeting signed by any one or more members holding at least a majority of all votes attaching to the total issued and paid up share capital of the Company at the date of the passing of such written resolution.

Inspection of Books and Records	Under the BVI Act, shareholders are entitled, upon giving written notice to the company, to inspect: (a) the memorandum and articles of association; (b) the register of members; (c) the register of directors; and (d) minutes of meetings and resolutions of members and of those classes of members of which the shareholder is a member, and to make copies of or take extracts from these documents. The directors may, if satisfied that it would be contrary to the company’s interests to allow a member to inspect any such document, refuse to permit the inspection or limit the inspection.	Under the Companies Act, shareholders generally do not have any statutory rights to inspect or obtain copies of the register of members or other corporate records of a company. However, the articles of association may confer inspection rights on shareholders. It is common practice for the articles of association of Cayman Islands exempted companies to provide that the directors may determine whether, and to what extent, and at what times and places and under what conditions, the accounts and books of the company shall be open to the inspection of shareholders who are not directors.

Shareholder Lawsuits	Under the BVI Act, the decision to institute proceedings on behalf of a company is generally taken by the company’s board of directors. A shareholder may bring a derivative action on behalf of the company with leave of the court, which may be granted if the court is satisfied that the company does not intend to bring proceedings, it is in the interests of the company that the conduct of the proceedings not be left to the directors, and the shareholder is acting in good faith. Shareholders may also bring personal actions and, in certain circumstances, representative actions.	Under Cayman Islands law, the decision to institute proceedings on behalf of a company is generally taken by the company’s board of directors. A shareholder may be entitled to bring a derivative action on behalf of the company only in certain limited circumstances, including where: (a) the company acts or proposes to act illegally or ultra vires (beyond the scope of its authority); (b) the act complained of, although not ultra vires, requires authorisation by a special resolution that has not been obtained; or (c) those who control the company are perpetrating a “fraud on the minority”.

Removal of Directors	Under the BVI Act, subject to the memorandum or articles of association, a director may be removed from office by a resolution of members. The memorandum or articles may provide that directors may also be removed by a resolution of directors. A resolution to remove a director may only be passed at a meeting of members called for the purpose of removing the director (or for purposes including the removal of the director), or by a written resolution passed by at least 75% of the votes of members entitled to vote.	Under the Cayman M&A, subject to certain restrictions as contained therein, directors may be removed with or without cause, by an ordinary resolution of our shareholders. An appointment of a director may be on terms that the director shall automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between the company and the director, if any; but no such term shall be implied in the absence of express provision. Under the Cayman M&A, a director’s office shall be vacated if the director (i) becomes bankrupt or has a receiving order made against him or suspends payment or compounds with his creditors; (ii) becomes of unsound mind or dies; (iii) resigns his office by notice in writing to the Company; (iv) without special leave of absence from our board of directors, is absent from three consecutive meetings of the board and the board resolves that his office be vacated; (v) is prohibited by law from being a director or; (vi) is removed from office pursuant to the laws of the Cayman Islands or any other provisions of the Cayman M&A.

Number of Directors	Under the BVI Act, a company shall at all times have one or more directors. Subject to the memorandum and articles of association, the number of directors may be fixed by, or in the manner provided in, the articles, and the directors may increase the size of the board and fill any vacancies.	The Companies Act does not prescribe a minimum number of directors. Subject to the memorandum and articles of association, the board may increase the size of the board and fill any casual vacancies.

Classified or Staggered Boards	Classified boards are permitted.	Classified boards are permitted.

Fiduciary Duties of Directors	Under the BVI Act, a director of a company, in exercising powers or performing duties, shall act honestly and in good faith in what the director believes to be in the best interests of the company. A director shall exercise powers for a proper purpose and shall not act, or agree to the company acting, in a manner that contravenes the BVI Act or the memorandum or articles of association. In addition, a director shall exercise the care, diligence and skill that a reasonable director would exercise in the same circumstances, taking into account the nature of the company, the nature of the decision, and the position of the director and the nature of the responsibilities undertaken. Such duties are owed to the company but may be owed directly to creditors or shareholders in certain limited circumstances, such as when the company is insolvent or approaching insolvency.	Under Cayman Islands law, directors owe fiduciary duties to the company, including duties to exercise loyalty, honesty and good faith to the company as a whole, and to act in the best interests of the company. Directors also owe a duty of care, diligence and skill, assessed according to both an objective and subjective standard. Such duties are owed to the company but may be owed directly to creditors in certain limited circumstances, such as when the company is insolvent or approaching insolvency.

Indemnification of Directors and Officers	Under the BVI Act, subject to the memorandum or articles of association, a company may indemnify against all expenses (including legal fees), judgments, fines and amounts paid in settlement reasonably incurred in connection with legal, administrative or investigative proceedings any person who is or was a director of the company, provided that the person acted honestly and in good faith in what the person believed to be in the best interests of the company and, in the case of criminal proceedings, had no reasonable cause to believe that the conduct was unlawful.	The Companies Act does not limit a company’s power to indemnify officers and directors, except that indemnification may not extend to any matter in respect of fraud, dishonesty, or wilful default. A Cayman Islands exempted company may generally indemnify its directors or officers against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred in the discharge of their duties, provided that such indemnification does not extend to fraud, dishonesty, or wilful default.

Limited Liability of Directors and Officers	Under the BVI Act, a company may purchase and maintain insurance for any director against any liability that the director may incur in connection with their position, regardless of whether the company would have the power to indemnify the director under the BVI Act. Limitation of director liability depends on the director acting honestly and in good faith in what the director believes to be in the best interests of the company.	The liability of directors of a Cayman Islands company may be limited by the company’s articles of association, except with respect to their own fraud, dishonesty, or wilful default. A company may also purchase and maintain insurance for directors and officers against any liability that they may incur in connection with their positions.

	By order of the Board of Directors

	/s/ Hao Feng Ng
	Hao Feng Ng
	Chairman

August 10, 2026

Incorporator

SIGNED Rexella D. Hodge


(Sd.) Rexella D. Hodge
Authorised Signatory
Vistra (BVI) Limited

	interpretation	1
1.	Definitions	1

	SHARES	4
2.	Power to Issue Shares	4
3.	Power of the Company to Purchase its Shares	5
4.	Treatment of Purchased, Redeemed or Acquired Shares	5
5.	Treasury Shares	5
6.	Consideration	5
7.	Forfeiture of Shares	6
8.	Share Certificates	6
9.	Fractional Shares	7

	REGISTRATION OF SHARES	7
10.	Register of Members	7
11.	Registered Holder Absolute Owner	7
12.	Transfer of Registered Shares	7
13.	Transmission of Registered Shares	8

	ALTERATION OF SHARES	9
14.	Power to Alter Shares	9
15.	Restrictions on the Division of Shares	9

	DISTRIBUTIONS	9
16.	Distributions	9
17.	Power to Set Aside Profits	10
18.	Unauthorised Distributions	10
19.	Distributions to Joint Holders of Shares	10

	MEETINGS OF MEMBERS	10
20.	General Meetings	10
21.	Location	10
22.	Requisitioned General Meetings	10
23.	Notice	10
24.	Giving Notice	11
25.	Service of Notice	11
26.	Participating in Meetings by Telephone	11
27.	Quorum at General Meetings	12
28.	Chairman to Preside	12
29.	Voting on Resolutions	12
30.	Power to Demand a Vote on a Poll	12
31.	Voting by Joint Holders of Shares	13
32.	Instrument of Proxy	13
33.	Representation of Members	13
34.	Adjournment of General Meetings	14
35.	Business at Adjourned Meetings	14
36.	Directors Attendance at General Meetings	14

	DIRECTORS AND OFFICERS	14
37.	Election of Directors	14
38.	Number of Directors	14
39.	Term of Office of Directors	15
40.	Alternate and Reserve Directors	15
41.	Removal of Directors	15
42.	Vacancy in the Office of Director	16
43.	Remuneration of Directors	16
44.	Resignation of directors	16
45.	Directors to Manage Business	16
46.	Committees of Directors	17
47.	Officers and Agents	18
48.	Removal of Officers and Agents	19
49.	Duties of Officers	19
50.	Remuneration of Officers	19
51.	Standard of Care	19
52.	Conflicts of Interest	19
53.	Indemnification and Exculpation	20

	MEETINGS OF THE BOARD OF DIRECTORS	21
54.	Board Meetings	21
55.	Notice of Board Meetings	21
56.	Participation in Meetings by Telephone	22
57.	Quorum at Board Meetings	22
58.	Board to Continue in the Event of Vacancy	22
59.	Chairman to Preside	22
60.	Powers of Sole Director	22
61.	Proceedings if One Director	22

	CORPORATE RECORDS	23
62.	Documents to be Kept	23
63.	Form and Use of Seal	23

	ACCOUNTS	24
64.	Books of Account	24
65.	Form of Records	24
66.	Financial Statements	24
67.	Distribution of Accounts	24

	AUDITS	25
68.	Audit	25
69.	Appointment of Auditor	25
70.	Remuneration of Auditor	25
71.	Duties of Auditor	25
72.	Access to Records	26
73.	Auditor Entitled to Notice	26

	VOLUNTARY LIQUIDATION	26
74.	Liquidation	26

	FUNDAMENTAL CHANGES	26
75.	Changes	26
76.	Continuation under Foreign Law	26

“Act”		BVI Business Companies Act, 2004 and includes the regulations made under the Act, as from time to time amended or restated;

“Affiliates”		as defined in Rule 501(b) of Regulation D under the Securities Act;

“Articles”		these Articles of Association as originally registered or as from time to time amended or restated;

“Audit Committee”		the audit committee of the Company formed by the Board pursuant to Article 46.6, or any successor audit committee;

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

“Board” or “Director(s)”		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;

“Class A Ordinary Share”		a class A ordinary share with a par value of US$0.5 each in the Company having the rights set out in the Memorandum;

“Class B Ordinary Share”		a class B ordinary share with a par value of US$0.5 each in the Company having the rights set out in the Memorandum;

“Company”		Republic Power Group Limited;

“Designated Stock Exchange”		the stock exchange in the United States on which any shares of the Company (or depositary receipts therefor) are listed for trading;

“Distribution”	(a)	the direct or indirect transfer of an asset, other than the Company’s own shares, to or for the benefit of a Member; or

	(b)	the incurring of a debt to or for the benefit of a Member;

		in relation to shares held by a Member and whether by means of the purchase of an asset, the purchase, redemption or other acquisition of shares, a transfer of indebtedness or otherwise, and includes a dividend;

Electronic Communication		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 SEC) or other electronic delivery methods as otherwise decided and approved by the Directors;

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

“IPO”		the initial public offering of shares or securities or other rights to receive or subscribe for securities of the Company;

“Member”		a person whose name is entered in the register of members as the holder of one or more shares, or fractional shares, in the Company;

“Memorandum”		the amended and restated Memorandum of Association of the Company as originally registered or as from time to time amended or restated;

“Ordinary Shares”		the Class A Ordinary Shares and the Class B Ordinary Shares collectively;

“Resolution of Directors”	(a)	a resolution approved at a duly constituted meeting of directors or of a committee of directors of the Company by the affirmative vote of a simple majority of the directors present who voted and did not abstain; or

	(b)	subject to article 41.1, a resolution consented to in writing by all of the directors or of all the members of the committee, as the case may be;

“Resolution of Members”	(a)	a resolution approved at a duly constituted meeting of Members by the affirmative vote of a simple majority of the votes of those Members entitled to vote and voting on the resolution; or

	(b)	subject to article 41.1, a resolution consented to in writing by a majority of in excess of 50 percent of the votes of those Members entitled to vote and voting on the resolution;

“Seal”		the common seal of the Company;

“SEC”		the United States Securities and Exchange Commission;

“Secretary”		the person appointed to perform any or all of the duties of secretary of the Company and includes any deputy or assistant secretary and any person appointed by the Board to perform any of the duties of the Secretary;

“Securities Act”		the U.S. Securities Act 1933, as amended;

“Statutes”		the Act, the Exchange Act, the Securities Act and every other law of the Legislature of the British Virgin Islands or the United States of America for the time being in force applying to or affecting the Company, the Memorandum and/or these Articles; and

“Treasury Share”		a share of the Company that was previously issued but was repurchased, redeemed or otherwise acquired by the Company and not cancelled.

SUBJECT		Article No.

Table A		1
Interpretation		2
Share Capital		3
Alteration Of Capital		4-7
Share Rights		8-10
Variation Of Rights		11-12
Shares		13-16
Share Certificates		17-22
Lien		23-25
Calls On Shares		26-34
Forfeiture Of Shares		35-43
Register Of Members		44-45
Record Dates		46
Transfer Of Shares		47-52
Transmission Of Shares		53-55
Untraceable Members		56
General Meetings		57-59
Notice Of General Meetings		60-61
Proceedings At General Meetings		62-66
Voting		67-78
Proxies		79-84
Corporations Acting By Representatives		85
Written Resolutions Of Members		86
Board Of Directors		87
Disqualification Of Directors		88
Executive Directors		89-90
Alternate Directors		91-94
Directors’ Fees And Expenses		95-98
Directors’ Interests		99-102
General Powers Of The Directors		103-108
Borrowing Powers		109-112
Proceedings Of The Directors		113-122
Audit Committee		123-125
Officers		126-129
Register of Directors and Officers		130
Minutes		131
Seal		132
Authentication Of Documents		133
Destruction Of Documents		134
Dividends And Other Payments		135-144
Reserves		145
Capitalisation		146-147
Subscription Rights Reserve		148
Accounting Records		149-153
Audit		154-159
Notices		160-162
Signatures		163
Winding Up		164-165
Indemnity		166
Financial Year End		167
Amendment To Memorandum and Articles of Association And Name of Company		168
Information		169

	WORD		MEANING

	“Act”		The Companies Act, Cap. 22 (As Revised) of the Cayman Islands.

	“address”		for the purposes of these Articles, “address” includes an electronic address unless the Act or rules of the Designated Stock Exchange require a postal address.

	“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 nominal or par value of US$0.5 each in the share capital of the Company having the rights set out in these Articles and “Class A Ordinary Share” means any of them.

	“Class B Ordinary Shares”		class B ordinary shares of a nominal or par value US$0.5 each in the share capital of the Company having the rights set out in these Articles 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”		Republic Power Group 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.

	“Conversion Date”		in respect of a Conversion Notice means the day falling on or after the day that is 21 days after the date on which that Conversion Notice is delivered.

	“Conversion Notice”		a written notice delivered to the Company at its Office (and as otherwise stated therein) stating that a holder of Class B Ordinary Shares elects to convert the number of Class B Ordinary Shares specified therein pursuant to Article 10.

	“Conversion Number”		in relation to any Class B Ordinary Shares, such number of Class A Ordinary Shares as may, upon exercise of the Conversion Right, be issued at the Conversion Rate.

	“Conversion Rate”		means, at any time, on a 1:1 basis.

	“Conversion Right”		In respect of a Class B Ordinary Share means the right of its holder, subject to the provisions of these Articles and to any applicable fiscal or other laws or regulations including the Act, to convert all or any of its Class B Ordinary Shares, into the Conversion Number of Class A Ordinary Shares in its discretion.

	“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.

	“Independent Director”		a director who is an independent director as defined in the applicable rules and regulations of the Designated Stock Exchange.

	“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 in these Articles and, where the context so requires, shall include any other document or communication to be served, issued, or given by the Company under these Articles or pursuant to applicable laws and regulations, including the rules of the Designated Stock Exchange and/or competent regulatory authority. For the avoidance of doubt, Notice may be provided in physical or electronic form.

	“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 (i) 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 Notice has been duly given in accordance with Article 60, or (ii) in writing in the manner set out in Article 86;

	“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”		collectively, Class A Ordinary Shares and Class B Ordinary Shares, or any of Class A Ordinary Shares or Class B Ordinary Shares, as applicable to the context, and includes any fraction of a share.

	“special resolution”		a resolution shall be a special resolution when it has been passed (i) 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 Notice has been duly given in accordance with Article 60, or (ii) in writing in the manner set out in Article 86;

			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.