Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
In connection with the Extraordinary General Meeting
of Shareholders of E-Power Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”),
the Company hereby furnishes the following documents:
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.
Exhibit 99.1
E-POWER INC.
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN THAT the extraordinary
general meeting (the “Meeting”) of the holders (the “shareholders”) of the Class A ordinary shares and Class B
ordinary shares (collectively, the “Ordinary Shares”) of E-Power Inc. (the “Company”) will be held at 10:00 a.m.
Eastern Time, on September 4, 2026, at Room 703, West Zone, R&D Building, Zibo Science and Technology Industrial Entrepreneurship
Park, No. 69 Sanying Road, Zhangdian District, Zibo City, Shandong Province, China, with the ability given to the shareholders to attend
virtually via live audio webcast at www.virtualshareholdermeeting.com/EPOW2026SM. Registered shareholders
and duly appointed proxyholders will be able to attend, participate and vote at the Meeting.
Capitalized
terms not otherwise defined here have the meaning given to them in the Company’s current amended and restated articles of association.
The Meeting and any or all adjournments thereof
will be held for the purpose of considering and, if thought fit, passing, with or without amendment, the following resolutions:
| 1. | “It is resolved, as an ordinary resolution, that with
effect on September 18, 2026: |
| (a) | the authorised, issued, and outstanding shares of the Company
(collectively, the “Shares”) be consolidated and divided by consolidating: |
| (i) | every 25 Class A ordinary shares with a par value of US$0.0001
each into one Class A ordinary share with a par value of US$0.0025; and |
| (ii) | every 25 Class B ordinary shares with a par value of US$0.0001
each into one Class B ordinary Share with a par value of US$0.0025, |
with such consolidated Shares having
the same rights and being subject to the same restrictions (save as to par value) as the existing Shares of such class as set out in the
Company’s memorandum and articles of association (the “Share Consolidation”);
| (b) | as a result of the Share Consolidation, the authorised share
capital of the Company be amended from US$500,000 divided into 3,500,000,000 Class A ordinary shares of US$0.0001 each and 1,500,000,000
Class B ordinary shares of US$0.0001 each to US$500,000 divided into 140,000,000 Class A ordinary shares of US$0.0025 each and 60,000,000
Class B ordinary shares of US$0.0025 each; and |
| (c) | no fractional Shares be issued in connection with the Share
Consolidation and, in the event that a shareholder would otherwise be entitled to receive a fractional Share upon the Share Consolidation,
the total number of Shares to be received by such shareholder be rounded up to the next whole Share.” |
| 2. | “It is resolved, as a special resolution, that subject to and immediately following the Share
Consolidation being effected, the Company adopt amended and restated memorandum and articles of association, in the form attached to
the notice of meeting and proxy statement delivered to shareholders and dated August 12, 2026, in substitution for, and to the
exclusion of, the Company’s existing memorandum and articles of association, to reflect the Share Consolidation.” |
| 3. | “It is resolved, as an
ordinary resolution, to adjourn the general meeting to a later date or dates or sine die, if necessary or desirable, in the opinion
of the directors, to permit further solicitation and vote of proxies if, at the time of the meeting, there are not sufficient votes for,
or otherwise in connection with, the approval of the foregoing proposals.” |
The foregoing items of business are further described
in the proxy statement accompanying this notice.
The chairman of the Meeting shall have the discretion not to present Proposals No.1 or No.2 to shareholders at the Meeting if the chairman
considered it in the best interests of the Company not to do so. If the chairman decides not to present Proposals No.1 and No.2 to shareholders
at the Meeting, the chairman will only present Proposal No.3 to shareholders to seek the adjournment of the meeting for such period of
time as the chairman determines to be in the best interests of the Company (including indefinitely).
The board of directors of the Company (the “Board”)
recommends that the shareholders vote “FOR” each item.
The Board has fixed the close of business on August
3, 2026 as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of and to vote
at the Meeting or any adjournment thereof. Only shareholders holding Ordinary Shares of the
Company on the Record Date are entitled to receive notice of and to vote at the Meeting or any adjournment thereof.
Management is soliciting proxies. Shareholders
who are unable to attend the Meeting or any adjournment thereof and who wish to ensure that their Ordinary
Shares will be voted are requested to complete, date and sign the enclosed form of proxy in accordance with the instructions set
out in the form of proxy and in the proxy statement accompanying this notice and vote it (i) online at www.proxyvote.com, or (ii) by mail
to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
For the proxy to be valid, the duly completed
and signed form of proxy must be received not less than 48 hours before the scheduled commencement of the Meeting or any adjournment of
the Meeting. For the avoidance of doubt, the proxy need not be a shareholder of the Company.
| By order of the Board of Directors, |
|
| |
|
| /s/ Haiping Hu |
|
| Haiping Hu |
|
| Chief Executive Officer and Chairman of the Board of Directors |
|
Shandong Province, China
August 12, 2026
E-POWER INC.
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
September 4, 2026
10:00 a.m. Eastern Time
PROXY STATEMENT
The board of directors (the “Board”)
of E-Power Inc. (the “Company”) is soliciting proxies for the extraordinary general meeting (the “Meeting”) of
holders (the “shareholders”) of the Class A ordinary shares, par value US$0.0001 per share (the “Class A Ordinary Shares”),
and the Class B ordinary shares, par value US$0.0001 per share (the Class B Ordinary Shares, and, together with the Class A Ordinary Shares”
the “Ordinary Shares”), of the Company to be held at 10:00 a.m. Eastern Time, on September 4, 2026, at Room 703, West Zone,
R&D Building, Zibo Science and Technology Industrial Entrepreneurship Park, No. 69 Sanying Road, Zhangdian District, Zibo City, Shandong
Province, China, with the ability given to shareholders to attend virtually via live audio webcast at www.virtualshareholdermeeting.com/EPOW2026SM.
Registered shareholders and duly appointed proxyholders
will be able to attend, participate and vote at the Meeting or any adjournment thereof in real time. If your shares are registered in
the name of a broker, bank or other nominee (typically referred to as being held in “street name”), you will receive instructions
from your broker, bank or other nominee that must be followed in order for your broker, bank or other nominee to vote your shares per
your instructions.
Only shareholders holding Ordinary Shares at the
close of business on August 3, 2026 (the “Record Date”) are entitled to attend and vote at the Meeting or at any adjournment
thereof. Shareholders holding shares that represent not less than one-third (1/3) in nominal value of the issued Ordinary Shares carrying
the right to vote at the Meeting shall form a quorum.
Any shareholder entitled to attend and vote at
the Meeting is entitled to appoint a proxy to attend and vote on such shareholder’s behalf. A proxy need not be a shareholder of
the Company. All matters at the Meeting will be decided by way of poll, in accordance with the Company’s articles of association,
and holders of the Class A Ordinary Shares and Class B Ordinary Shares shall vote together as one class on the resolutions submitted to
a vote. Each Class B Ordinary Share shall entitle the holder thereof to twenty (20) votes on all matters subject to vote at the Meeting,
and each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at the Meeting.
After carefully reading and considering the information
contained in this proxy statement, please vote your shares as soon as possible so that your shares will be represented at the Meeting.
Please follow the instructions set forth on the proxy card or on the voting instruction form provided by the record holder if your shares
are held in the name of your broker, bank or other nominee.
PROPOSALS TO BE VOTED ON
1. Approval of the consolidation of the Company’s
authorised and issued share capital
2. Adoption of an Amended and Restated Memorandum
and Articles of Association
3. Approval of any adjournment of the Meeting,
if necessary
The Board recommends a vote “FOR”
Proposals No. 1-3.
The chairman of the Meeting shall have the discretion not to present Proposals No.1 or No.2 to shareholders at the Meeting if the chairman
considered it in the best interests of the Company not to do so. If the chairman decides not to present Proposals No.1 and No.2 to shareholders
at the Meeting, the chairman will only present Proposal No.3 to shareholders to seek the adjournment of the meeting for such period of
time as the chairman determines to be in the best interests of the Company (including indefinitely).
VOTING PROCEDURE FOR SHAREHOLDERS
Shareholders entitled to vote at the Meeting may
do so at the Meeting. Shareholders who are unable to attend the Meeting or any adjournment thereof and who wish to ensure that their Class
A Ordinary Shares and Class B Ordinary Shares will be voted are requested to complete, date and sign the enclosed form of proxy in accordance
with the instructions set out in the form of proxy and in this proxy statement and vote it (i) online at www.proxyvote.com, or (ii) by
mail to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
PROPOSAL NO. 1
APPROVAL OF THE CONSOLIDATION OF THE COMPANY’S
ORDINARY SHARES
General
The Board believes that it is in the best interest
of the Company and is hereby soliciting shareholder approval for a share consolidation of the Company’s Ordinary Shares effective
on September 18, 2026, at a ratio of 25-for-1 (the “Share Consolidation”). The consolidated shares will have the same rights
and being subject to the same restrictions (save as to par value) as the existing Class A Ordinary Shares and Class B Ordinary Shares
in the capital of the Company as set out in the Company’s articles of association.
This proposal must be approved by an ordinary
resolution which requires the affirmative vote of a simple majority of more than half of the total votes duly cast at the Meeting by the
shareholders present in person or represented by proxy and entitled to vote at the Meeting.
In exercising its discretion to effect Share Consolidation,
the Board expects to consider, among other things, whether the Share Consolidation will assist the Company in complying with Nasdaq Listing
Rule 5550(a)(2) related to the minimum bid price per share of the Company’s Class A Ordinary Shares.
When implemented, each Share Consolidation will
affect all shareholders uniformly and have no effect on the proportionate holdings of any individual shareholder, with the exception of
adjustments related to the treatment of fractional shares (see below).
Purpose of the Share Consolidation
The Company’s Class A Ordinary Shares are
currently listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “EPOW.” Among other requirements, the
listing maintenance standards established by Nasdaq require the Class A Ordinary Shares to have a minimum closing bid price of at least
$1.00 per share. Pursuant to the Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Rule”), if the closing bid price of
the Class A Ordinary Shares is not equal to or greater than $1.00 for 30 consecutive business days, Nasdaq will send a deficiency notice
to the Company. Thereafter, if the Class A Ordinary Shares do not close at a minimum bid price of $1.00 or more for 10 consecutive business
days within 180 calendar days of the deficiency notice, Nasdaq may determine to delist the Ordinary Shares.
On May 20, 2026, the Company received a written
notification from the Nasdaq Stock Market LLC notifying the Company that it was not in compliance with the Minimum Bid Price Rule, and
the Company was provided 180 calendar days, or until November 16, 2026, to regain compliance.
To regain compliance with the Minimum Bid Price
Rule, the Board determined that it was in the best interest of the Company to solicit the approval of the shareholders for the Share Consolidation.
In the event the Class A Ordinary Shares were
to become no longer eligible for continued listing on Nasdaq, the Company could be forced to seek to trade its Class A Ordinary Shares
on the OTCQB Venture Market or OTC Pink Open Market. These alternative markets are generally considered to be less efficient than, and
not as broad as, Nasdaq, and therefore less desirable. Accordingly, the Board believes that the delisting of the Class A Ordinary Shares
would likely have a negative impact on the liquidity and market price of the Class A Ordinary Shares and may increase the spread between
the “bid” and “ask” prices quoted by market makers.
The Board has considered the potential harm to
the Company of a delisting from Nasdaq and believes that delisting could, among other things, adversely affect (i) the trading price of
the Class A Ordinary Shares; and (ii) the liquidity and marketability of the Class A Ordinary Shares. This could reduce the ability of
holders of the Class A Ordinary Shares to purchase or sell Class A Ordinary Shares as quickly and as inexpensively as they have done historically.
Delisting could also adversely affect the Company’s relationships with customers and suppliers who may perceive the Company’s
business less favorably, which would have a detrimental effect on the Company’s relationships with these entities.
Furthermore, if the Class A Ordinary Shares were
to no longer be listed on Nasdaq, it may reduce the Company’s access to capital and cause the Company to have less flexibility in
responding to its capital requirements. Certain institutional investors may also be less interested or prohibited from investing in the
Class A Ordinary Shares, which may cause the market price of the Class A Ordinary Shares to decline.
The chairman of the Meeting shall have the discretion not to present Proposals No.1 or No.2 to shareholders at the Meeting if the chairman
considered it in the best interests of the Company not to do so. If the chairman decides not to present Proposals No.1 and No.2 to shareholders
at the Meeting, the chairman will only present Proposal No.3 to shareholders to seek the adjournment of the meeting for such period of
time as the chairman determines to be in the best interests of the Company (including indefinitely).
Registration and Trading of our Class A Ordinary
Shares
The Share Consolidation will not affect the registration
of the Class A Ordinary Shares or the Company’s obligation to publicly file financial statements and other information with the
U.S. Securities and Exchange Commission. When a Share Consolidation is implemented upon the approval of the Board, the Class A Ordinary
Shares will begin trading on a post-split basis on the effective date. In connection with the Share Consolidation, the CUSIP number of
the Class A Ordinary Shares (which is an identifier used by participants in the securities industry to identify our Ordinary Shares) will
change.
Fractional Shares
No fractional shares will be issued in connection
with a Share Consolidation and, in the event that a shareholder would otherwise be entitled to receive a fractional share upon a Share
Consolidation, the total number of Ordinary Shares (after aggregating all fractional shares that would otherwise be received by a shareholder)
will instead be rounded up to the next whole number of shares.
Street Name Holders of Class A Ordinary Shares
The Company intends for the Share Consolidation
to treat shareholders holding Class A Ordinary Shares in street name through a nominee (such as a bank or broker) in the same manner as
shareholders whose shares are registered in their names. Nominees will be instructed to effect any Share Consolidation for their beneficial
holders. However, nominees may have different procedures. Accordingly, shareholders holding Class A Ordinary Shares in street name should
contact their nominees.
Share Certificates
Mandatory surrender of certificates is not required
by our shareholders. The Company’s transfer agent will adjust the record books of the Company to reflect a Share Consolidation as
of the effective date. New certificates will not be mailed to shareholders.
Resolution
The Board proposes to solicit shareholder approval
to approve the consolidation of the Company’s authorised and issued share capital in the Share Consolidations in the form of an
ordinary resolution. The Board recommends that our shareholders approve the following resolution:
It is resolved, as an ordinary resolution,
that with effect on September 18, 2026:
(a) the authorised, issued, and outstanding
shares of the Company (collectively, the “Shares”) be consolidated and divided by consolidating:
(i) every 25 Class A ordinary shares
with a par value of US$0.0001 each into one Class A Ordinary Share with a par value of US$0.0025; and
(ii) every 25 Class B ordinary shares
with a par value of US$0.0001 each into one Class B ordinary Share with a par value of US$0.0025,
with such consolidated Shares having
the same rights and being subject to the same restrictions (save as to par value) as the existing Shares of such class as set out in the
Company’s memorandum and articles of association (the “Share Consolidation”);
(b) as a result of the Share Consolidation,
the authorised share capital of the Company be amended from US$500,000 divided into 3,500,000,000 Class A ordinary shares of US$0.0001
each and 1,500,000,000 Class B ordinary shares of US$0.0001 each to US$500,000 divided into 140,000,000 Class A ordinary shares of US$0.0025
each and 60,000,000 Class B ordinary shares of US$0.0025 each; and
(c) no fractional
Shares be issued in connection with the Share Consolidation and, in the event that a shareholder would otherwise be entitled to receive
a fractional Share upon the Share Consolidation, the total number of Shares to be received by such shareholder be rounded up to the next
whole Share.
Proposal No. 1 will be approved if a simple majority
of more than half of the total votes duly cast in person or by proxy at the Meeting are voted “FOR” the proposal. Abstentions
and broker non-votes will have no effect on the result of the vote.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR
THE APPROVAL OF THE CONSOLIDATION OF THE COMPANY’S
ORDINARY SHARES.
PROPOSAL NO. 2
ADOPTION OF AN AMENDED AND RESTATED MEMORANDUM
AND ARTICLES OF ASSOCIATION
The Board recommends that our Shareholders approve
and adopt an amended and restated memorandum and articles of association to reflect the changes to our authorized share capital as a consequence
of the Share Consolidation being effected (as contemplated in Proposal No. 1).
The proposed special resolution is as follows:
It is resolved, as a special resolution, that
subject to and immediately following the Share Consolidation being effected, the Company adopt amended and restated memorandum and articles
of association, in the form attached to the notice of meeting and proxy statement delivered to shareholders and dated August 12, 2026,
in substitution for, and to the exclusion of, the Company’s existing memorandum and articles of association, to reflect the Share
Consolidation.
Subject to the approval of Proposal No. 1, Proposal
No. 2 will be approved if an affirmative vote of not less than two-thirds of the total votes duly cast in person or by proxy at the Meeting
are voted “FOR” the proposal. Abstentions and broker non-votes will have no effect on the result of the vote.
The chairman of the Meeting shall have the discretion not to present Proposals No.1 or No.2 to shareholders at the Meeting if the chairman
considered it in the best interests of the Company not to do so. If the chairman decides not to present Proposals No.1 and No.2 to shareholders
at the Meeting, the chairman will only present Proposal No.3 to shareholders to seek the adjournment of the meeting for such period of
time as the chairman determines to be in the best interests of the Company (including indefinitely).
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR
ADOPTION OF THE AMENDED AND RESTATED MEMORANDUM
AND ARTICLES OF ASSOCIATION.
PROPOSAL NO. 3
APPROVAL OF ANY ADJOURNMENT OF THE MEETING
Our shareholders may be asked to consider and
act upon one or more adjournments of the Meeting, if necessary or appropriate, to solicit additional proxies in favor of any of the proposals
set forth in this Proxy Statement.
If a quorum is present at the Meeting, but there
are not sufficient votes at the time of the Meeting to approve any of the foregoing proposals, our shareholders may be asked to vote on
the proposal to approve the adjournment of the Meeting to permit further solicitation of proxies in favor of any of the proposals.
If the adjournment proposal is submitted for a
vote at the Meeting, and if our shareholders vote to approve the adjournment proposal, the Meeting may be adjourned to another place,
or a later date or dates, to enable us to solicit additional proxies in favor of any of the proposals. If the adjournment proposal is
approved, and the Meeting is adjourned, we will use the additional time to solicit additional proxies in favor of the relevant proposals
to be presented at the Meeting, including the solicitation of proxies from shareholders that have previously voted against any of the
proposals.
If the Meeting is adjourned for fourteen (14)
days or more, at least seven (7) clear days’ notice of the adjourned Meeting shall be given to shareholders specifying the time
and place of the adjourned Meeting.
The Board recommends that, if necessary and in
the event that there are insufficient votes for the approval of the foregoing proposals, our shareholders approve the following resolution:
It is resolved, as an ordinary resolution,
to adjourn the general meeting to a later date or dates or sine die, if necessary or desirable, in the opinion of the directors,
to permit further solicitation and vote of proxies if, at the time of the Meeting, there are not sufficient votes for, or otherwise in
connection with, the approval of the foregoing proposals.
Proposal No. 3 will be approved if a simple
majority of more than half of the total votes duly cast in person or by proxy at the Meeting are voted “FOR” the
proposal. Abstentions and broker non-votes will have no effect on the result of the vote.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR
APPROVAL OF ANY ADJOURNMENT OF THE MEETING.
OTHER MATTERS
The Board is not aware of any other matters to
be submitted to the Meeting. If any other matters properly come before the Meeting, it is the intention of the persons named in the enclosed
form of proxy to vote the shares they represent as the Board may recommend.
| |
By order of the Board of Directors |
| |
|
| August 12, 2026 |
/s/ Haiping Hu |
| |
Haiping Hu |
| |
Chief Executive Officer and Chairman of the Board of Directors |
8
