Full Press Release Details
5th Floor, Building 6, No. 100, 18th Street, Baiyang Sub-district
Qiantang District, Hangzhou City, Zhejiang Province, P. R. China, 310008
Telephone: +86-571-88219579
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 12, 2025
(or any adjournment or postponement thereof)
TO THE SHAREHOLDERS OF RIDGETECH, INC.:
Notice is hereby given that
an Annual General Meeting of the shareholders of Ridgetech, Inc., a Cayman Islands exempted company (the "Company"), will
be held on December 12, 2025 at 9:00 p.m. E.T. (December 13, 2025 at 10:00 a.m., Beijing time) (the "Annual General
Meeting"), at the Company's principal executive offices located at 5th Floor, Building 6, No. 100, 18th Street,
Baiyang Sub-district, Qiantang District, Hangzhou City, Zhejiang Province, P. R. China, 310008, and at any adjourned or postponement
thereof. The Annual General Meeting is called for the following purposes:
Each of these proposals is
more fully described in the accompanying proxy statement.
The Board has fixed the close
of business on October 29, 2025, as the record date for the determination of shareholders entitled to notice of and to vote at
the Annual General Meeting or any adjourned or postponement thereof. We know that many of our shareholders will be unable to attend the
Annual General Meeting. We are soliciting proxies so that each shareholder has an opportunity to vote on all matters that are scheduled
to come before the shareholders at the Annual General Meeting. Whether or not you plan to attend, please take the time now to read the
proxy statement and vote by telephone or via the Internet or, if you prefer, submit by mail a paper copy of your proxy or voter instructions
card, so that your shares are represented at the meeting. You may also revoke your proxy or voter instructions before or at the Annual
General Meeting. Regardless of the number of our shares you own, your presence in person or by proxy is important for quorum purposes
and your vote is important for proper corporate actions.
| By Order of the Board of Directors, | |
| /s/ Ming Zhao | |
| Ming Zhao | |
| Interim Chief Executive Officer and Chief Financial Officer |
Hangzhou City, People's Republic of China
IMPORTANT NOTICE REGARDING THE AVAILABILITY
OF PROXY MATERIALS FOR THE SHAREHOLDERS MEETING TO BE HELD ON DECEMBER 12, 2025 - THE PROXY STATEMENT TO SHAREHOLDERS IS AVAILABLE
AT WWW.IPROXYDIRECT.COM/RDGT AND THE COMPANY'S WEBSITE AT WWW.RIDGETCH.COM.
WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL
GENERAL MEETING, WE URGE YOU TO VOTE. YOU MAY VOTE BY TELEPHONE OR VIA THE INTERNET. IF YOU RECEIVED A PAPER COPY OF THE PROXY
CARD BY MAIL, YOU MAY ALSO MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED POSTAGE-PREPAID ENVELOPE.
5th Floor, Building 6, No. 100, 18th Street, Baiyang Sub-district
Qiantang District, Hangzhou City, Zhejiang Province, P. R. China, 310008
Telephone: +86-571-88219579
ANNUAL GENERAL MEETING OF SHAREHOLDERS
(or any adjournment or postponement thereof)
The enclosed proxy is solicited
on behalf of the Board of Directors (the "Board" or the "Board of Directors") of Ridgetech, Inc., a Cayman Islands
exempted company (the "Company," "we," "us," or "our"), for use at the Annual General
Meeting of shareholders to be held on December 12, 2025 at 9:00 p.m. E.T. (December 13, 2025 at 10:00 a.m., Beijing time)(the
"Annual General Meeting"), or at any adjournment or postponement of the Annual General Meeting, for the purposes set forth
in this proxy statement and in the accompanying Notice of Annual General Meeting of Shareholders. The Annual General Meeting will be held
at the Company's principal executive offices located at 5th Floor, Building 6, No. 100, 18th Street, Baiyang Sub-district, Qiantang
District, Hangzhou City, Zhejiang Province, P. R. China, 310008.
A full set of proxy materials
are made available to you by the Board on the Internet on or about November 12, 2025, at www.iproxydirect.com/RDGT,
as indicated on the proxy card mailed to shareholders of record and beneficial holders, and also at the Company's
website at www.ridgetch.com. These proxy materials include: our proxy statement for (and notice of) the Annual General Meeting
and a proxy card or a voting information card for the Annual General Meeting. Our shareholders are invited to attend the Annual General
Meeting and are requested to vote on the proposals described in this proxy statement.
What is the purpose of this document?
This document serves as the
Company's proxy statement, which is being provided to Company shareholders of record at the close of business on October 29,
2025 (the "Record Date") because the Company's Board of Directors is soliciting their proxies to vote at the Annual
General Meeting on the items of business outlined in the Notice of Annual General Meeting of Shareholders. We have included in this proxy
statement important information about the Annual General Meeting. You should read this information carefully and in its entirety. The
enclosed voting materials allow you to vote your shares without attending the Annual General Meeting.
Whether or not you plan to
attend the Annual General Meeting, it is important that your shares be represented and voted at the Annual General Meeting. After reading
this proxy statement, please promptly vote. Your shares cannot be voted unless you vote by Internet, telephone, fax or mail, vote as instructed
by your broker, or vote your shares at the Annual General Meeting.
Who is entitled to vote at the Annual General
Only shareholders of record
at the close of business on the Record Date, October 29, 2025, are entitled to vote at the Annual General Meeting. If you were a shareholder
of record on the Record Date, you will be entitled to vote all the shares that you held on the Record Date at the Annual General Meeting,
or any postponement or adjournment of the Annual General Meeting.
Who can attend the Annual General Meeting?
Any person who was a shareholder
of the Company on the Record Date may attend the meeting. If you own shares in street name, you should ask your broker or bank for a legal
proxy to bring with you to the Annual General Meeting. If you do not receive the legal proxy in time, bring your most recent brokerage
statement so that we can verify your ownership of our stock and admit you to the Annual General Meeting. You will not, however, be able
to vote your shares at the Annual General Meeting without a legal proxy.
What am I voting on?
The Board, on behalf of the
Company, is seeking your affirmative vote for the following proposals:
Will any other matters be voted on?
We do not know of any other
matters that will be brought before the shareholders for a vote at the Annual General Meeting. If any other matter is properly brought
before the meeting, your signed proxy card would authorize Mr. Ming Zhao to vote on such matters in his discretion.
Are the proposals conditioned on one another?
No, except that the Articles
Restatement Proposal is conditioned upon the shareholder approval and implementation of the Ordinary Share Consolidation Proposal. The
Articles Restatement Proposal will only be implemented if the Board effects the Consolidation of Ordinary Shares as authorized by the
Ordinary Share Consolidation Proposal.
What are the reasons for proposing the Ordinary
Share Consolidation Proposal and the Articles Restatement Proposal?
Our ordinary shares are currently
listed on the Nasdaq Capital Market, or Nasdaq, and we must continue to satisfy Nasdaq's ongoing listing requirements, including
a minimum bid price requirement. The Board believes that obtaining shareholder authorization to implement a share consolidation, if necessary,
to comply with Nasdaq's continued listing rules is in the Company's best interest, as it provides flexibility to take appropriate
action to maintain its listing status. The Board believes that maintaining the Company's Nasdaq listing enhances liquidity for shareholders,
supports access to capital markets, improves the Company's ability to attract institutional investors, and strengthens its overall
market credibility. For a discussion of the potential impact of the Consolidation of Ordinary Shares, please see below under "Matters
Submitted for Shareholder Approval - Proposal No. 3 - The Ordinary Share Consolidation Proposal."
Accordingly, the Ordinary Share
Consolidation Proposal seeks shareholder approval to authorize the Board to effect a consolidation of the Company's authorized and
issued ordinary shares, at a ratio of up to one-for-two hundred (1:200) (the "Approved Consolidation Ratio"), on a date to
be determined by the Board but no later than the next annual general meeting of the shareholders of the Company, with the exact ratio
to be set at a whole number within this range, as determined by the Board in its sole discretion, such that the number of then authorized