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POWIN ENERGY CORPORATION

(Name of Registrant as Specified In Its Charter)

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POWIN ENERGY CORPORATION

20550 SW 115^th Ave.

Tualatin, OR 97062

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

The 2018 Annual Meeting of the shareholders of Powin Energy Corporation (“Company”), will be held August 9, 2018, at 10:30 am Pacific Daylight Savings Time at the Company’s headquarters located at 20550 SW 115^thAve. Tualatin, OR 97062 for the following purposes:

To elect six (6) directors to hold office until the 2019 Annual Meeting of Stockholders or until their successors are elected and qualified.

To ratify the selection of MaloneBailey LLP as the Company’s independent auditors for the Company’s fiscal year 2018.

To hold an advisory vote on executive compensation.

Any such other business, if any, which may properly come before the meeting.

The Board of Directors has fixed the close of business on June 15, 2018 as the record date (“Record Date”) for the determination of the stockholders entitled to notice of and to vote at the meeting. This Information Statement is being mailed to all shareholders as of the Record Date.

WE ARE NOT ASKING FOR A PROXY

AND YOU ARE REQUESTED NOT TO SEND US A PROXY

This Notice of the Annual Meeting is hereby given by order of the Board of Directors

Joseph Lu

Chief Executive Officer

Chairman of the Board of Directors

July 10, 2018

POWIN ENERGY CORPORATION

20550 SW 115^TH Ave.

Tualatin, OR 97062

July 10, 2018

INFORMATION CONCERNING THE ANNUAL MEETING

OF SHAREHOLDERS

This Information Statement is being furnished to shareholders in connection with the Annual Meeting of shareholders of Powin Energy Corporation (“Company”) to be held on August 9, 2018, and at any adjournment thereof. The Annual Meeting will be held at the Company’s headquarters located at 20550 SW 115^th Ave. Tualatin, OR 97062 at 10:30 am Pacific Daylight Savings Time.

At the Annual Meeting, shareholders will consider:

The election of six (6) directors.

The ratification of the selection of MaloneBailey LLP as the Company’s independent auditors for the Company’s fiscal year 2018.

To transaction such other business, if any, which may properly come before the meeting.

All shareholders of record as of the Record Date are invited to attend the Annual Meeting. Shares directly may be voted in person at the Annual Meeting. Beneficial owners must obtain a valid voting form from the record owner in order to vote in person at the Annual Meeting.

WE ARE NOT ASKING FOR YOUR PROXY AND YOU ARE REQUESTED NOT TO

SEND US A PROXY

A quorum at the Annual Meeting shall consist of a majority of the outstanding shares entitled to vote, represented in person. Abstentions and broker non-votes are not entitled to vote on any matter and, therefore, will have no effect against any proposal. A broker non-vote occurs when a nominee holding shares for a beneficial owner has not received voting instructions from the beneficial owner and does not have discretionary authority to vote the shares in the absence of such instructions.

Each holder of our common stock is entitled to one vote for each share registered in the name of the holder on the records of the Company on the Record Date. As of the record date, there were 45,263,070 shares of the Company’s common stock issued, outstanding and entitled to vote. As of the Record Date, the Joseph Lu Trust and the Mei Yi Lu Trust and Danny Lu., an affiliate of the Company, hold an aggregate of 25,274,294 shares of the Company’s common stock. The Company has been informed that the Lu Trusts and Danny Lu have signed consent resolutions (1) “FOR” the election of each of the named nominees for director; (2) “FOR” ratification of the selection of MaloneBailey LLP as the Company’s independent auditors for the Company’s fiscal year 2018. Accordingly, these matters are expected to be approved.

PROPOSAL 1: ELECTION OF DIRECTORS

Our Board of Directors is comprised of six (6) members, each with terms expiring at the 2018 Annual Meeting. Our current directors, Joseph Lu, Geoffrey L. Brown, Jim Osterman Virgil Beaston, Xilong Zhu and Tse Man Kit Keith have been recommended by our Board for election to serve as directors for one-year terms until the 2019 Annual Meeting or until their successors are duly elected and qualified. If, at the time of the Annual Meeting, any nominee is unable or declines to serve, the shareholders will vote for a substitute candidate. The Board has no reason to believe that any substitute nominee or nominees will be required.

The Board of Directors held three (3) meetings in the fiscal year ended December 31, 2017 at which all then current directors were in attendance. The Board of Directors took various corporate actions by unanimous consent resolution in lieu of a meeting in six (6) instances.

Nominees for Election

The Board of Directors performs the functions of a nominating committee and selects all nominees for election at stockholder meetings. The Company does not have a separate charter with respect to the nomination of directors. The Board of Directors does not believe a separate nominating committee is necessary as the Company is not currently required to have a separate committee and the full Board of Directors desires to participate in the discussions regarding the structure, qualifications and needs of the Board.

The identification and selection of director nominees is made by the members of the Board in consultation with one another. The Board of Directors has not established specific minimum qualifications for nominees, but does evaluate prospective nominees for directors based on their perceived character, judgment, independence, financial or business acumen, diversity of experience, ability to represent and act on behalf of all stockholders, as well as the needs of the Board of Directors. Other than the diversity of experience of our directors, the Board did not consider diversity in the selection of the director nominees for this Annual Meeting. The Board of Directors does not have a policy concerning the consideration of director candidates recommended by stockholders, as no director candidates have been recommended by stockholders in recent years.

The following table sets forth the name and age of each nominee for director, indicating all positions and offices currently held with the Company.

Name	Principle Position	Age	Director Since

Joseph Lu	Chief Executive Officer/Director	63	1990
Jim Osterman	Director	79	2013
Geoffrey L. Brown	President	40	2016
Virgil Beaston	Chief Technology Officer	55	2016
Xilong Zhu	Director	52	2016
Tse Man Kit Keith	Director	44	2017

________________________

Joseph Lu formed Powin Corporation in 1990 and has served as its President since inception. Effective March 12, 2012, Joseph Lu was appointed as interim Chief Financial Officer until such time as the Company hires a permanent Chief Financial Officer. Mr. Lu also resigned as President of the Company but will continue as Chief Executive Officer. Prior to founding Powin, Mr. Lu served as the General Manager of the Shunfeng Ind. Co., Ltd. in Taiwan. From 1980 to 1986, Mr. Lu was employed as an Environmental Engineer for the Sinotech Engineering Consultant Co. in Taiwan. From 1979 to 1980, Mr. Lu was a quality control inspector for the Shunfeng. Ind. Co. Ltd. in Taiwan. Additionally, from 1988 to 1996, Mr. Lu was the President of the Euro Belt Factory Ltd. in Taiwan. From 1995 to 2006, Mr. Lu was the President of the Qingdao Triple Master Fitness Co., a company that manufactured fitness equipment. In 2000, Mr. Lu began serving as president of the Qingdao Wei Long Co. Ltd., a company that manufactures outdoor camping cookware. Mr. Lu received a degree in Chinese Culture from the University of Taipei in Taiwan. He also received a B.A. degree in Chemical Science.

Jim Osterman was appointed to the Board of Directors on November 6, 2013. Mr. Osterman is currently the President of JSO Ventures, LLC, Oregon City, Oregon which is a real estate investment and management consulting firm. Previously, Mr. Osterman was Chairman and CEO of Blount International, Inc. from 2002 to 2010. He was President of the Outdoor Power Group of Blount from 1986 to 2002; Senior Vice President of Marketing, Manufacturing and Engineering from 1979 to 1986; and Director of European Operations from 1968 to 1979. Mr. Osterman lived in Europe for twelve years in that position. Mr. Osterman joined the Board of Directors of Cascade Corporation in 1994 and served as Chairman of the Board from 2002 to 2013.Mr. Osterman attended Western Oregon University and the Harvard Business School Program for Management Development. Mr. Osterman has fifty years of worldwide international business experience beginning with Omark Industries, Inc. in 1959. Mr. Osterman serves as the Company’s Compensation Committee.

Geoffrey L. Brown was elected to the Board of Directors in August 2016 and was appointed President in July 2016. He has over ten years of commercial and technical experience in the wind, solar and energy storage industry. He has been involved in renewable and energy storage sales efforts to utility and industrial customers across North America. From 2015 to January 2016, he was the Director of Business Development of Microgrid development for NRG Renew, Inc. From 2013 to 2014, he served as the Director of Business Development for energy storage system sales for Beacon Power, LLC. Mr. Brown was Director of Renewable Energy Business Development for Element Power US, LLC in Portland, OR from 2009 to 2013. Mr. Brown holds a BS in Biological and Environment Engineering from Cornell University School of Engineering.

Virgil Beaston was elected to the Board of Directors in August 2016. He has been the Chief Technology Officer for Powin Energy Corporation since 2011. Mr. Beaston is an engineer and a patent attorney focusing on the design and manufacture of scalable energy storage systems. In 2008, Mr. Beaston resigned from a large US intellectual property law firm and co-founded a start-up company to design and manufacture energy storage products. Shortly thereafter, he moved to Shenzhen, China to establish a small factory that designed and produced energy storage products.

Xilong Zhu, also known as Logan Zhu, was elected to the Board of Directors in August 2016. He is the founder of MD Barnmaster Factory and serves as President of Triple Master Group Corporation in Qingdao, China since July 1994. Mr. Zhu joined Shandong Machinery and Equipment Import and Export Group Corporation in 1988 and served as Manager of the Import and Export Department from 1990 to 1994. Mr. Zhu holds an MBA from Tsinghua University and BS in Science from the Department of Automotive Engineering of Tsinghua University.

Tse Man Kit Keith is the Chief Financial Officer and Secretary of SFCE. Mr. Tse has over 19 years of experience in accounting and financial management. He has served as an accountant with Fosun International Limited. He has been a non-executive director of Beijing Enterprises Medical and Health Industry Group limited since 2014 and since 2016 he has served as a non-executive director of ASR Logistics Holdings Limited. Mr. Tse has been a certified practicing accountant of CPA Australia and a member of the Hong Kong Institute of Certified Public Accountants. He graduated from the University of Wollongong, NSW Australia with a degree in commerce.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES SET FORTH ABOVE.

PROPOSAL 2: RATIFICATION OF SELECTION OF REGISTERED PUBLIC ACCOUNTANTS

The Company’s financial statements for the fiscal year ended December 31, 2017 were certified by MaloneBailey LLP. The following table sets forth the aggregate fees billed to the Company by MaloneBailey LLP for 2017 and by Anton & Chia LLP, the Company’s former registered public accountants, for 2016

	FISCAL YEAR 2017	FISCAL YEAR 2016

Audit Fees	$57,387	$63.440
Audit Related Fees		6,605

	$57,387	$70,045

The Board of Directors has considered whether the services described above are compatible with maintaining the accountant’s independence and has determined that such services have not adversely affected Malone Bailey’s independence.

The Board of Directors has appointed MaloneBailey LLP to serve as the Company’s independent registered public accountants for the fiscal year ending December 31, 2018, subject to ratification by our shareholders.

THE BOARD OF DIRECTORS RECOMMENDS THE RATIFICATION OF MALONEBAILEY LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS.

EXECUTIVE COMPENSATION

The following table summarizes the total compensation of the Company’s President and the Company's other executive officers for the fiscal years ended December 31, 2017 and December 31, 2016

Summary Compensation Table
Name and principal position	Year	Salary		Bonus		Stock awards		Option Awards		All other compensation		Total
		($)		($)		($)		($)		($)		($)
Joseph Lu	2017		60,000		-				-		-		60,000
CEO	2016		60,000				300						60,300

Geoffrey L. Brown
President	2017		240,000						113,750				353,750
	2016		107,499				207,129						314,628
Mike Wietecki
Corporate Secretary and	2017		196,242						592,751				788,993
VP Business Operations	2016		35,950										35,950

Stock awards represent the market value of common stock issued to members of the board of directors as compensation for their services. For the year ended December 31, 2017, no shares were paid to directors. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors. Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director.

The following table summarizes the total compensation paid to the Company’s directors for the fiscal year ended December 31, 2017.

Director Compensation Table
Name and principal position	Year	Fees earned or paid in cash	Stock awards		Option awards	Non-equity incentive plan compensation	All other compensation	Total
		($)	($)		($)	($)	($)	($)
Joseph Lu	2017								0
CEO ,Director

Geoffrey L. Brown	2017				113,750				113,750
President/Director

James Osterman	2017								0
Director

Virgil Beaston	2017			0					0
Director

Xilong Zhu	2017			0					0
Director

Tse Man Kit (Keith)	2017			0					0
Director

Pension, Retirement or Similar Benefit Plans

We offer a 401(k) safe harbor Company matching contribution to all of our employees, including employees of our subsidiary company’s since 2014, including Joseph Lu and Danny Lu We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the Board of Directors or the Compensation Committee.

Executive Compensation Policy

The Company and its Board of Directors have no formal policy in respect to setting executive compensation. However, any objective of an executive compensation program is to attract and retain qualified individuals who provide the skills and leadership necessary to enable a company to achieve earnings growth and return on investment objectives, while maintaining a commitment to equal employment opportunity and affirmative action guidelines and practices. The Board of Directors leaves the compensation of its executive officers, including the Company's President and Chief Executive Officer to the discretion of President and CEO pending the recommendations of the Compensation Committee for fiscal year ended December 31, 2018.

Executive Benefits

All executive officers participate in our benefit programs. We provide health and welfare benefits, including health coverage. In addition, our executive officers will be eligible for retirement benefits.

Related Party Transactions

Each executive officer, director and director nominee is obligated to disclose any transactions with the Company in which the executive officer, director and director nominee, or any member of his or her immediate family, have a direct or indirect material interest. Our Board of Directors would resolve any conflict of interest question involving our chief executive officer, and either our Board of Directors or our chief executive officer would resolve any conflict of interest issue involving any other officer or employee of the Company. In each case, all transactions between the Company and our officers and directors will be on terms no more favorable to those related parties than the terms provided to independent third parties.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended December 31, 2017, all filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were complied with.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of June 15, 2018, certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock. Beneficial ownership consists of a direct interest in the shares of common stock.

Title of class	Name and address of beneficial owner	Amount and nature of beneficial ownership		Percent of class
Common Stock	Joseph Lu 20550 SW 115th Ave Tualatin, OR 97062	19,897,830	(a)	43.96%
Common Stock	Xiaoyin Zhu 20550 SW 115^th Ave. Tualatin, OR 97062	7,608,353	(b)	16.81%%
Common Stock	Danny Lu 20550 SW 115h Ave. Tualatin, OR 97062	5,376,464	(c)	11.88%
Common Stock	SF Suntech Inc. 20550 SW 115^th Ave. Tualatin, OR 97062	5,296,169		11.70%
Common Stock	Peter Lu PO Box 483 Tualatin, OR 97062	3,602,915	(c)	7.96%
Common Stock	Geoffrey L. Brown 20550 SW 115^th Ave. Tualatin, OR 97062	1,558,961		16.81%
Common Stock	James Osterman 20550 SW 115^th Ave. Tualatin, OR 97062	5,000		*
Common Stock	Virgil Beaston 20550 SW 115^th Ave. Tualatin, OR 97061	0		*
Common Stock	Xilong Zhu 20550 SW 115^th Ave. Tualatin, OR 97062	0		*
Common Stock	Tse Kit Man Keith Portion C.30/F Bank of China Tower I Garden Road Central Hong Kong	0		*

__________________________

(a) These shares are held by Joseph Lu and Mei Yi Lu as Co-Trustees of the Joseph Lu Trust dated August 17, 2007, as amended.

(b) Xiaoyin Zhu is the father of Xilong Zhu.

(c) These shares are held by Danny Lu and Lu Pacific Properties LLC of which Danny Lu is the owner of the Company. Danny Lu and Peter Lu are the adult sons of Joseph Lu.

* Less than 1%.

As used in the foregoing table, “beneficial ownership” of securities means the sole or shared power to vote, or to direct the voting of, such securities or the sole or shared investment power with respect to such securities, including the power to dispose of, or to direct the disposition of, such securities. In addition, for purposes of the foregoing table, a person is deemed to have “beneficial ownership” of any security that such person has the right to acquire within 60 days after the issuance of such security. “Beneficial ownership” also includes that ownership of securities that may be imputed to any control group of the Company.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS,

AND DIRECTOR INDEPENDENCE

Except as described below, no director, executive officer, principal shareholder holding at least 5% of our common shares, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction, during the years ended December 31, 2017 and December 31, 2016 in which the amount involved in the transaction exceeded $120,000.

Lu Pacific Properties LLC, of which Joseph Lu is the controlling member and Manager, owns the facilities currently used by the Company and its subsidiaries. Payments made by the Company to Lu Pacific were as follows:

Year ended December 31,	2017		2016

Powin Energy Corporation	$	212,478	$	293,756
Powin Manufacturing		0		140,346
Powin Industries SA de CV (Powin Mexico)		0		109,197
Total	$	212,478	$	543,299

The Company leases a facility in Irvine, California owned by 3U Millikan, LLC controlled by Xilong Zhu, a director of the Company. Payments made by the Company to 3U Millikan, LLC were as follows:

Year ended December 31	2017	2016

Powin Energy Corporation	$210,600	0

The Company purchased equipment and parts from Yangzhou Finway Energy Tech. Co. owned by Danny Lu (49%) and Xilong Zhu (51%). Payments made by the Company to Yangzhou Finway Energy Tech Co. were as follows:

Year ended December 31	2017	2016

Powin Energy Corporation	$1,400,000	$1,289,840

Code of Ethics

We adopted a Code of Business Conduct and Ethics that applies to, among other persons, our company’s president (being our principal executive officer, principal financial officer and principal accounting officer), as well as persons performing similar functions. As adopted, our Code of Business Conduct and Ethics sets forth written standards that are designed to deter wrongdoing and to promote;

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

full, fair, accurate, timely, and understandable disclosure in reports and documents that we file with, or submit to, the Securities and Exchange Commission and in other public communications made by us;

compliance with applicable governmental laws, rules and regulations;

the prompt internal reporting of violations of the Code of Business Conduct and Ethics to an appropriate person or persons identified in the Code of Business Conduct and Ethics; and

accountability for adherence to the Code of Business Conduct and Ethics

Our Code of Business Conduct and Ethics requires, among other things, that all of our company’s personnel shall be accorded full access to our president with respect to any matter which may arise relating to the Code of Business Conduct and Ethics. Further, all of our company’s personnel are to be accorded full access to our company’s board of directors if any such matter involves an alleged breach of the Code of Business Conduct and Ethics by our president.

In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly managers and/or supervisors, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal, provincial and state securities laws. Any employee who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to his or her immediate supervisor or to our company’s president. If the incident involves an alleged breach of the Code of Business Conduct and Ethics by the president, the incident must be reported to any member of our board of directors. Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company’s Code of Business Conduct and Ethics.

Our Code of Business Conduct and Ethics was filed as an exhibit with our Registration Statement on Form S-1 filed with the Securities and Exchange Commission on July 31, 2009. We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request. Requests can be sent to the Company address listed above.

WHERE YOU CAN OBTAIN ADDITIONAL INFORMATION

The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017 was filed with the Securities and Exchange Commission on April 16, 2018. The Company will furnish a copy of Annual Report, including any exhibits filed thereto, upon written request to Powin Energy Corporation, Corporate Secretary,

20550 SW 115^th Ave., Tualatin, OR 97062.

Deadline for Stockholder Proposals

We will provide notice of our 2019 Annual Meeting when the date for such meeting has been determined by the Board of Directors. No stockholder proposal will be included in the Company's Information Statement relating to our 2019 Annual Meeting unless it is received by the Company on or before January 31, 2019.

Other Matters to Come Before the Annual Meeting

No other matters are to be presented for action at the Annual Meeting other than as set forth in this Information Statement. If other matters properly come before the meeting, however, shareholders entitled to vote will vote in this own discretion.

Shareholder Communications with the Board of Directors

Shareholders may communicate with the Board of Directors by sending any correspondence they may have in writing to the Company’s Secretary and General Counsel, Mike Wietecki Esq. at 20550 SW 115^th Ave. Tualatin, OR 97062 who will then forward such correspondence to the Chairman of the Board. The Chairman of the Board will decide what action should be taken with respect to the communication, including whether such communication should be reported to the Board of Directors.