EPOW 6-K
E-Power Inc. (EPOW)
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 August 2026
Commission File Number: 001-40008
E-Power Inc.
Room 703, West Zone, R&D Building
Zibo Science and Technology Industrial EntrepreneurshipPark, No. 69 Sanying Road
Zhangdian District, Zibo City, Shandong Province
People’s Republic of China
(Address of principal executive offices)
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 ☐
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:
Exhibits
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.
Dated: August 12, 2026
| E-Power Inc. | |
|---|---|
| By: | /s/ Haiping Hu |
| Name: | Haiping Hu |
| Title: | Chief Executive Officer and Chairman of the Board of Directors |
2
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<br>effect on September 18, 2026: |
|---|---|
| (a) | the authorised, issued, and outstanding shares of the Company<br>(collectively, the “Shares”) be consolidated and divided by consolidating: |
| --- | --- |
| (i) | every 25 Class A ordinary shares with a par value of US$0.0001<br>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<br>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<br>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<br>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<br>Class B ordinary shares of US$0.0025 each; and |
|---|---|
| (c) | no fractional Shares be issued in connection with the Share<br>Consolidation and, in the event that a shareholder would otherwise be entitled to receive a fractional Share upon the Share Consolidation,<br>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<br> Consolidation being effected, the Company adopt amended and restated memorandum and articles of association, in the form attached to<br> the notice of meeting and proxy statement delivered to shareholders and dated August 12, 2026, in substitution for, and to the<br> exclusion of, the Company’s existing memorandum and articles of association, to reflect the Share Consolidation.” |
| --- | --- |
| 3. | “It is resolved, as an<br>ordinary resolution, to adjourn the general meeting to a later date or dates or sine die, if necessary or desirable, in the opinion<br>of the directors, to permit further solicitation and vote of proxies if, at the time of the meeting, there are not sufficient votes for,<br>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
2
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’sauthorised and issued share capital
2. Adoption of an Amended and Restated Memorandumand 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 chairmanconsidered 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 shareholdersat the Meeting, the chairman will only present Proposal No.3 to shareholders to seek the adjournment of the meeting for such period oftime 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.
3
PROPOSAL NO. 1
APPROVAL OF THE CONSOLIDATION OF THE COMPANY’SORDINARY 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).
4
Registration and Trading of our Class A OrdinaryShares
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 outstandingshares of the Company (collectively, the “Shares”) be consolidated and divided by consolidating:
(i) every 25 Class A ordinary shareswith 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 shareswith 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 havingthe 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 theCompany’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$0.0001each 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$0.0025each and 60,000,000 Class B ordinary shares of US$0.0025 each; and
(c) no fractionalShares be issued in connection with the Share Consolidation and, in the event that a shareholder would otherwise be entitled to receivea fractional Share upon the Share Consolidation, the total number of Shares to be received by such shareholder be rounded up to the nextwhole 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’SORDINARY SHARES.
5
PROPOSAL NO. 2
ADOPTION OF AN AMENDED AND RESTATED MEMORANDUMAND 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, thatsubject to and immediately following the Share Consolidation being effected, the Company adopt amended and restated memorandum and articlesof 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 ShareConsolidation.
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 MEMORANDUMAND ARTICLES OF ASSOCIATION.
6
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 inconnection 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.
7
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
Exhibit 99.2
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF E-POWER INC.
FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 4, 2026
The undersigned shareholder of E-Power Inc., a Cayman Islands exempted company (the “Company”), hereby acknowledges receipt of the Notice of Extraordinary General Meeting of shareholders (the “Meeting”) and the Proxy Statement, each dated August 12, 2026, and hereby appoints ____________________________________ of _______________________________ or, if no person is otherwise specified, the chairman of the Meeting, as proxy, with full power of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the Meeting 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 at www.virtualshareholdermeeting.com/EPOW2026SM, and to vote all shares which the undersigned would be entitled to vote if then and there personally present, on the matters set forth below (i) as specified by the undersigned below and, (ii) in the discretion of any proxy, upon such other business as may properly come before the Meeting, all as set forth in the Notice of the Meeting and in the Proxy Statement.
This proxy when properly executed will be votedin the manner directed herein by the undersigned shareholder. If no direction is made and the chairman of the Meeting is appointed asproxy, this proxy will be voted FOR each of the proposals.
This proxy should be marked, dated, and signedby the shareholder exactly as his or her name appears on the share certificate and be returned promptly in the enclosed envelope to VoteProcessing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. For the proxy to be valid, the duly completed and signed form of proxymust be received not less than 48 hours before the scheduled commencement of the Meeting or any adjournment of the Meeting. Any personsigning in a fiduciary capacity should so indicate. If shares are held by joint tenants or as community property, both shareholders shouldsign.
Please date, sign, and mail this proxy cardback as soon as possible.
| DETACH PROXY CARD HERE | |||||
|---|---|---|---|---|---|
| Mark, sign, date and return this Proxy Card promptly using the enclosed envelope. | |||||
| Votes must be indicated<br><br> <br>(x) in Black or Blue ink. | |||||
| FOR | AGAINST | ABSTAIN | |||
| PROPOSAL NO. 1: | It is resolved, as an ordinary resolution, that<br> with effect on September 18, 2026:<br> <br> 1. the<br> authorised, issued, and outstanding shares of the Company (collectively, the “Shares”) be consolidated and divided by consolidating:<br> <br> a. every<br> 25 Class A ordinary shares with a par value of US0.0001 each into one Class A ordinary share with a par value of US0.0025;<br> <br> b. every<br> 25 Class B ordinary shares with a par value of US0.0001 each into one Class B ordinary Share with a par value of US0.0025; and<br> <br> c. with<br> such consolidated Shares having the same rights and being subject to the same restrictions (save as to par value) as the existing Shares<br> of such class as set out in the Company’s memorandum and articles of association (the “Share Consolidation”);<br> <br> 2. as<br> a result of the Share Consolidation, the authorised share capital of the Company be amended from US500,000 divided into 3,500,000,000<br> Class A ordinary shares of US0.0001 each and 1,500,000,000 Class B ordinary shares of US0.0001 each to US500,000 divided into 140,000,000<br> Class A ordinary shares of US0.0025 each and 60,000,000 Class B ordinary shares of US0.0025 each; and<br> <br> 3. no<br> fractional Shares be issued in connection with the Share Consolidation and, in the event that a shareholder would otherwise be entitled<br> to receive a fractional Share upon the Share Consolidation, the total number of Shares to be received by such shareholder be rounded up<br> to the next whole Share. | ☐ | ☐ | ☐ | |
| FOR | AGAINST | ABSTAIN | |||
| PROPOSAL NO. 2: | It is resolved, as a special resolution, that<br> subject to and immediately following the Share Consolidation being effected, the Company adopt amended and restated memorandum and articles<br> of association, in the form attached to the notice of meeting and proxy statement delivered to shareholders and dated August 12, 2026,<br> in substitution for, and to the exclusion of, the Company’s existing memorandum and articles of association, to reflect the Share<br> Consolidation. | ☐ | ☐ | ☐ | |
| FOR | AGAINST | ABSTAIN | |||
| PROPOSAL NO. 3: | It is resolved, as an ordinary resolution, to<br> adjourn the general meeting to a later date or dates or sine die, if necessary or desirable, in the opinion of the directors, to<br> permit further solicitation and vote of proxies if, at the time of the meeting, there are not sufficient votes for, or otherwise in connection<br> with, the approval of the foregoing proposals. | ☐ | ☐ | ☐ | |
| This Proxy Card must be signed by the person registered in the register of members and received by the Company not less than 48 hours before the scheduled commencement of the extraordinary general meeting or any adjournment thereof. In the case of a shareholder that is not a natural person, this Proxy Card must be executed by a duly authorized officer or attorney of such entity. | |||||
| Share Owner signs here | Co-Owner signs here |
All values are in US Dollars.
Date: