SCHEDULE: Republic Power Chairman Secures 60.89% Voting Control

Hao Feng Ng, through True Sage International Limited, has reported beneficial ownership of 60.89% of Republic Power Group Ltd's total voting power.

Summary

• Hao Feng Ng, chairman of Republic Power Group Ltd, and True Sage International Limited (an entity he controls) jointly filed a Schedule 13D.
• They beneficially own 10,113,267 Class A Ordinary Shares and 100,000 Class B Ordinary Shares of Republic Power Group Ltd.
• This represents 60.89% of the total voting power of the Issuer as of January 28, 2026.
• The beneficial ownership percentage is calculated based on 17,250,000 Class A and 100,000 Class B shares outstanding as of January 28, 2026.
• Each Class A Ordinary Share is entitled to one (1) vote, while each Class B Ordinary Share is entitled to thirty (30) votes and is convertible to Class A on a one-for-one basis.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as moderately positive, reflecting a consolidation of control by the chairman, which can provide stability and clear strategic direction, though it also highlights reduced influence for minority shareholders.

Positives

• Consolidation of control by the Chairman, Hao Feng Ng, potentially leading to stable leadership and strategic direction.
• The Chairman's significant stake aligns his interests with the long-term performance of the company.

Negatives

• Concentrated voting power (60.89%) by a single individual/entity may reduce influence for minority shareholders.
• Potential for decisions to favor the controlling shareholder's interests over the broader shareholder base.

Risks

• Concentrated ownership by Hao Feng Ng through True Sage International Limited could lead to governance challenges for minority shareholders.
• Future acquisitions or dispositions of shares by Hao Feng Ng could impact market perception and share price.

Future Outlook

Hao Feng Ng may, at any time, review or reconsider his position, change his purpose, formulate new plans or proposals, acquire additional shares of the Issuer, or sell or otherwise dispose of any or all of the shares he beneficially owns.

Management Comments

• Hao Feng Ng serves as chairman of the board of directors of the Issuer.
• In such capacities, he may engage in communications with the Issuer's Board of Directors, members of management, other shareholders, financial and legal advisers, and other parties regarding the Issuer, including but not limited to the Issuer's operations, governance and control.
• In addition, in these capacities, he may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Industry Context

StockSavvy.ai notes that Republic Power Group Ltd operates in the enterprise resource planning (ERP) software solutions sector, a market characterized by increasing demand for integrated business management tools. This filing, however, focuses on ownership structure rather than operational performance or competitive positioning within the ERP industry.

Comparison to Industry Standards

• This filing primarily concerns beneficial ownership and control, rather than operational or financial performance metrics typically compared against industry standards. Therefore, a direct comparison to industry benchmarks for revenue, profit, or project success is not applicable based on the provided information.

Management Changes

Corporate Governance

Legal Proceedings

• None of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
• None of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws during the last five years.

Related Party Transactions

• On December 12, 2024, Mr. Sai Bin Loi, the former chairman, sold 10,449,167 ordinary shares of the Issuer to True Sage International Limited for a consideration of USD450,000.
• On January 11, 2025, True Sage International Limited sold 128,200 ordinary shares of the Issuer to Hon Kei Yeung for a consideration of HKD 2,000,000 (approximately US$257,000).
• On March 27, 2025, the Issuer issued 100,000 Class B Ordinary Shares to True Sage International Limited for cash at par.

Stakeholder Impact

• Shareholders: The significant concentration of voting power (60.89%) by Hao Feng Ng through True Sage International Limited means minority shareholders will have limited influence over corporate decisions.
• Management: Hao Feng Ng, as chairman and controlling shareholder, has substantial influence over the company's strategic direction and operations.

Next Steps

• Hao Feng Ng may review or reconsider his position and/or change his purpose and/or formulate plans or proposals with respect to the Issuer.
• Hao Feng Ng may acquire additional shares of the Issuer.
• Hao Feng Ng may sell or otherwise dispose of any or all of the shares that he beneficially owns.

Key Dates

Recommendation

The filing indicates a strong consolidation of control by Chairman Hao Feng Ng, who now holds 60.89% of the voting power. This level of control suggests stability in leadership and strategic direction, which can be positive. However, it also means minority shareholders will have significantly reduced influence. For a seasoned investor, this situation warrants a 'hold' as it solidifies the current management's ability to execute its vision, but further analysis of the company's operational performance and strategic plans would be crucial before making a more definitive investment decision.

Keywords

Republic Power Group, Hao Feng Ng, True Sage International, Schedule 13D, Beneficial Ownership, Corporate Control, Voting Power, ERP Software, Class A Shares, Class B Shares