The invention discloses a resin compositionc which comprises the following components in parts by weight: 10-40 parts of bismaleimide modified epoxy, 20-50 parts of flexible epoxy resin, 5-20 parts of polyvinyl butyral, 5-20 parts of phenoxy resin, 380-520 parts of heat-conductive padding, 5-12 parts of curing agent, 2-5 parts of coupling reagent, 0.05-0.85 part of curing accelerator and 2-6 parts of additives. According to the resin compositionc disclosed by the invention, the bismaleimide modified epoxy is introduced, so that the resin compositionc has excellent heat resistance and voltage resistance, and meanwhile, the flexible epoxy resin, the phenoxy resin, the polyvinyl butyral and the heat-conductive padding are added, so that the novel resin compositionc has excellent flexibility, heat dissipation, insulation, adhesion and heat resistance. A metal copper-clad plate prepared from the resin compositionc disclosed by the invention has the characteristics of high heat conductivity coefficient, high breakdown voltage, high peel strength, high heat resistance, halogen-free flame retardant and excellent flexibility.