6-K
X3 Holdings Co., Ltd. (XTKG)
UNITED STATESSECURITIES 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 OF1934
For the month of April 2023
Commission File Number: 001-38851
POWERBRIDGE TECHNOLOGIES CO., LTD.
(Translation of Registrant’s name into English)
Advanced Business Park, 9th Fl, Bldg C2,
29 Lanwan Lane, Hightech District,
Zhuhai, Guangdong 519080, China
(Address of Principal Executive Office)
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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Notice of Extraordinary General Meetingof Shareholders
In connection with the upcoming extraordinary general meeting of shareholders (the “EGM”) of Powerbridge Technologies Co., Ltd. (“Powerbridge” or the “Company”) on May 30, 2023, the Company furnishes the following documents:
| 1) | A copy of the Notice of Extraordinary General Meeting of Powerbridge Technologies Co., Ltd. (the “Notice”); and |
|---|---|
| 2) | A form of proxy card (the “Proxy Card”). |
| --- | --- |
The Notice and Proxy Card are being furnished in this report on Form 6-K as Exhibits 99.1 and 99.2 respectively pursuant to General Instruction B to the Form 6-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
The following exhibits are filed as part of this Form 6-K and are incorporated herein by reference:
CONTENTS
Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Notice of Extraordinary General Meeting of Members and Proxy Statement |
| 99.2 | Form of Proxy Card |
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 25, 2023
| POWERBRIDGE TECHNOLOGIES CO., LTD. | |
|---|---|
| By: | /s/ Stewart Lor |
| Stewart Lor | |
| Chief Executive Officer |
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Exhibit 99.1
POWERBRIDGE TECHNOLOGIES CO., LTD.
(Translation of Registrant’s name into English)
Advanced Business Park, 9th Fl, Bldg C2,
29 Lanwan Lane, Hightech District,
Zhuhai, Guangdong 519080, China
(Address of Principal Executive Office)
NOTICE OF EXTRAORDINARY GENERAL MEETING OF MEMBERS
To BeHeld On May 30, 2023
NOTICE (this “Notice”) IS HEREBY GIVEN, that you are cordially invited to attend an extraordinary general meeting (the “Extraordinary Meeting”) of shareholders of Powerbridge Technologies Co. Ltd., a Cayman Islands exempted company with limited liability (the “Company,” “we,” “us” or “our”), to be held on May 30, 2023 at 3:00 a.m Eastern Time (3:00 p.m. China standard time), at Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, Hightech District, Zhuhai, Guangdong 519080, China, at which the following ordinary resolutions will be proposed:
| 1. | THAT with immediate<br> effect upon passing, every thirty (30) issued and unissued ordinary shares of the Company of US$0.00166667 each (the “Existing Shares”) be consolidated into one (1) share of US$0.050 each (each a “Consolidated Share”), such<br> Consolidated Shares shall rank pari passu in all respects with each other (the “Share Consolidation”) so that<br> following the Share Consolidation the authorized share capital of the Company will be changed from US$16,666,700 divided into<br> 10,000,000,000 shares of par value of US$0.00166667 each to US$16,666,700 divided into 333,333,333 shares of par value of US$0.050<br> each. |
|---|---|
| 2. | THATall fractional entitlements to the issued Consolidated Shares resulting from the Share Consolidation will be disregarded and will<br>not be issued to the shareholders of the Company but all such fractional shares shall be redeemed in cash for the fair value of such<br>fractional share, such fair value being the closing price of the ordinary shares on a post-consolidation basis on the applicable trading<br>market on the first trading date of the ordinary shares following the Share Consolidation (the “Fractional Shares Redemption”). |
| --- | --- |
| 3. | THATimmediately<br>following the Share Consolidation, the authorized share capital of the Company be increased from US$16,666,700 divided into 333,333,333<br>shares of a nominal or par value of US$0.050 each, to US$50,000,000 divided into 1,000,000,000 shares of a nominal or par value of US$0.050<br>each (the “Share Capital Increase”). |
| --- | --- |
The foregoing items of business are more fully described in the proxy statement accompanying this Notice. We are not aware of any other business to come before the Extraordinary Meeting.
Only shareholders of record at the close of business on April 19, 2023 are entitled to notice and to vote at the Extraordinary Meeting and any adjournment or postponement thereof.
It is important that yourshares are represented at the Extraordinary Meeting. We urge you to review the attached Proxy Statement and, whether or not you plan toattend the Extraordinary Meeting in person, please vote your shares promptly by casting your vote via the Internet or, if you prefer tomail your proxy or voter instructions, please complete, sign, date, and return your proxy or vote instruction form in the pre-addressedenvelope provided, which requires no additional postage if mailed in the United States. You may revoke your vote by submitting a subsequentvote over the Internet or by mail before the Extraordinary Meeting, or by voting in person at the Extraordinary Meeting.
If you plan to attend the Extraordinary Meeting, please notify us of your intentions. This will assist us with meeting preparations. If your shares are not registered in your own name and you would like to attend the Extraordinary Meeting, please follow the instructions contained in the proxy materials that are being mailed to you and any other information forwarded to you by your broker, trust, bank, or other holder of record to obtain a valid proxy from it. This will enable you to gain admission to the Extraordinary Meeting and vote in person.
| By Order of the Board of Directors, | |
|---|---|
| /s/ Stewart Lor | |
| April 25, 2023 | Stewart Lor |
| Chief Executive Officer and Director |
IMPORTANT NOTICE REGARDING THE AVAILABILITYOF PROXY MATERIALS FOR THE
ExtraordinaryMeeting of Members TO BE HELD ON MAY 30, 2023
This Notice and Proxy Statement are available on our Company’s website at www.powerbridge.com.
TABLE OF CONTENTS
| Page | |
|---|---|
| GENERAL INFORMATION | 1 |
| Purpose of Extraordinary Meeting | 1 |
| Will there be any other items of business on the agenda? | 2 |
| Who is entitled to vote at the Extraordinary Meeting? | 2 |
| What constitutes a quorum and how will votes be counted? | 2 |
| Votes Required | 2 |
| How do I vote? | 2 |
| Revoking Your Proxy | 3 |
| Proxy Solicitation Costs | 3 |
| PROPOSAL NO. 1 SHARE CONSOLIDATION | 4 |
| Purpose of Share Consolidation | 4 |
| Effects of the Share Consolidation | 5 |
| Procedure for Implementing the Share Consolidation | 5 |
| Federal Income Tax Consequences of the Share Consolidation | 6 |
| Vote Required | 6 |
| Recommendation of the Board | 6 |
| PROPOSAL NO. 2 FRACTIONAL SHARES REDEMPTION | 7 |
| Vote Required | 7 |
| Recommendation of the Board | 7 |
| PROPOSAL NO. 3 SHARE CAPITAL INCREASE | 8 |
| Vote Required | 8 |
| Recommendation of the Board | 8 |
| OTHER MATTERS | 9 |
i
POWERBRIDGE TECHNOLOGIES CO., LTD.
Advanced Business Park, 9th Fl, Bldg C2,
29 Lanwan Lane, Hightech District,
Zhuhai, Guangdong 519080, China
(Address of Principal Executive Office)
PROXY STATEMENT
This Proxy Statement and the accompanying proxy are being furnished with respect to the solicitation of proxies by the Board of Directors (the “Board”) of Powerbridge Technologies Co., Ltd., a Cayman Islands exempted company with limited liability (the “Company,” “we,” “us” or “our”), for the Extraordinary Meeting of Members (the “Extraordinary Meeting”). The Extraordinary Meeting is to be held at 3:00 a.m. Eastern Time (3:00 p.m. China standard time), on Tuesday, May 30, 2023, and at any adjournment or adjournments thereof, at Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, Hightech District, Zhuhai, Guangdong 519080, China.
GENERAL INFORMATION
Purpose of Extraordinary Meeting
The purposes of the Extraordinary Meeting are to seek shareholder approval of the following ordinary resolutions:
| 1. | THAT with immediate effect upon passing, every thirty (30) issued and unissued ordinary and preferred shares of the Company of US$0.00166667 each (the “Existing Shares”) be consolidated into one (1) share of US$0.050 each (each a “Consolidated Share”), such Consolidated Shares shall rank pari passu in all respects with each other (the “Share Consolidation”) so that following the Share Consolidation the authorized share capital of the Company will be changed from US$16,666,700 divided into 10,000,000,000 shares of par value of US$0.00166667 each to US$16,666,700 divided into 333,333,333 shares of par value of US$0.050 each. |
|---|---|
| 2. | THAT all fractional entitlements to the issued Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to the shareholders of the Company but all such fractional shares shall be redeemed in cash for the fair value of such fractional share, such fair value being the closing price of the ordinary shares on a post-consolidation basis on the applicable trading market on the first trading date of the ordinary shares following the Share Consolidation(the “Fractional Shares Redemption”). |
| 3. | THATimmediately following the Share Consolidation, the authorized share capital of the Company be increased from US$16,666,700 divided into 333,333,333 shares of a nominal or par value of US$0.050 each, to US$50,000,000 divided into 1,000,000,000 shares of a nominal or par value of US$0.050 each (the “Share Capital Increase”). |
The Board recommends a vote FOR each proposal.
Will there be any other items of business on the agenda?
The Board knows of no other matters that will be presented for consideration at the Extraordinary Meeting. Nonetheless, in case there is an unforeseen need, the accompanying proxy gives discretionary authority to the persons named on the proxy with respect to any other matters that might be brought before the Extraordinary Meeting or at any postponement or adjournment of the Extraordinary Meeting. Those persons intend to vote that proxy in accordance with their judgment. If for any reason any of the nominees are not available as candidates for director, and our Board has not reduced the authorized number of directors on our Board, the persons named as proxy holders will vote your proxy for such other candidate or candidates as may be nominated by the Board.
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Who is entitled to vote at the Extraordinary Meeting?
Only shareholders of record of our ordinary shares of a par value of US$0.00166667 each, as of the close of business on April 19, 2023 (the “Record Date”) are entitled to notice and to vote at the Extraordinary Meeting and any adjournment or adjournments thereof. On the Record Date, no preferred shares were issued and outstanding.
Each fully paid ordinary share is entitled to one vote on each matter properly brought before the Extraordinary Meeting. The enclosed proxy card or voting instruction card shows the number of shares you are entitled to vote at the Extraordinary Meeting.
Shareholder of Record: Shares Registered inYour Name
If on the Record Date your shares were registered directly in your name with the Company, then you are a shareholder of record. As a shareholder of record, you may vote in person at the Extraordinary Meeting or vote by proxy. Whether or not you plan to attend the Extraordinary Meeting, to ensure your vote is counted, we encourage you to vote either by Internet or by filling out and returning the enclosed proxy card.
Beneficial Owner: Shares Registered in theName of a Broker or Bank
If on the Record Date your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the shareholder of record for purposes of voting at the Extraordinary Meeting. As the beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. Your broker will not be able to vote your shares unless your broker receives specific voting instructions from you. We strongly encourage you to vote.
What constitutes a quorum and how will votes be counted?
The Extraordinary Meeting will be held if two shareholders entitled to vote and representing not less than one-third (1/3) of the votes attached to all the voting shares of the Company then in issue are present, either in person or by proxy. Abstentions will be counted as entitled to vote for purposes of determining a quorum. In the event that there are not sufficient votes for a quorum, the Extraordinary Meeting may be adjourned in order to permit the further solicitation of proxies.
Votes Required
Each of the proposals requires the affirmative vote of a simple majority of the votes of the shareholders (or their duly appointed proxies) entitled to vote and voting on such proposal, in person or by proxy.
How do I vote?
Your shares may only be voted at the Extraordinary Meeting if you are present in person or are represented by proxy. Whether or not you plan to attend the Extraordinary Meeting, we encourage you to vote by proxy to ensure that your shares will be represented.
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You may vote using any of the following methods:
| ● | ByInternet. You may vote by using the Internet in accordance with the instructions included in the proxy card. The Internet voting<br>procedures are designed to authenticate shareholders’ identities, to allow shareholders to vote their shares and to confirm that<br>their instructions have been properly recorded. |
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| ● | ByMail. Shareholders of record as of the Record Date may submit proxies by completing, signing and dating their proxy cards and mailing<br>them in the accompanying pre-addressed envelopes. If you return your signed proxy but do not indicate your voting preferences, your shares<br>will be voted on your behalf “FOR” each of the proposals. Shareholders who hold shares beneficially in street name may provide<br>voting instructions by mail by completing, signing and dating the voting instruction forms provided by their brokers, banks or other<br>nominees and mailing them in the accompanying pre-addressed envelopes. |
| --- | --- |
| ● | ByFax. You may vote by proxy by marking the enclosed proxy card, dating and signing it, and faxing it according to the fax number provided<br>on the enclosed proxy. |
| --- | --- |
| ● | Inperson at the Extraordinary Meeting. Shares held in your name as the shareholder of record may be voted in person at the Extraordinary<br>Meeting or at any postponement or adjournment of the Extraordinary Meeting. Shares held beneficially in street name may be voted in person<br>only if you obtain a legal proxy from the broker, bank or nominee that holds your shares giving you the right to vote the shares. Evenif you plan to attend the Extraordinary Meeting, we recommend that you also submit your proxy or voting instructions by mail or Internetso that your vote will be counted if you later decide not to attend the Extraordinary Meeting. |
| --- | --- |
Revoking Your Proxy
Even if you execute a proxy, you retain the right to revoke it and to change your vote by notifying us at any time before your proxy is voted. Mere attendance at the meeting will not revoke a proxy. Such revocation may be effected by following the instructions for voting on your proxy card or vote instruction form. Unless so revoked, the shares represented by proxies, if received in time, will be voted in accordance with the directions given therein. However, if you are shareholder of record, delivery of a proxy would not preclude you from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.
If the Extraordinary Meeting is postponed or adjourned for any reason, at any subsequent reconvening of the Extraordinary Meeting, all proxies will be voted in the same manner as the proxies would have been voted at the original convening of the Extraordinary Meeting (except for any proxies that have at that time effectively been revoked or withdrawn), even if the proxies had been effectively voted on the same or any other matter at a previous Extraordinary Meeting.
Proxy Solicitation Costs
We will bear the entire cost of this solicitation of proxies, including the preparation, assembly, printing, and mailing of the proxy materials that we may provide to our shareholders. Copies of solicitation material will be provided to brokerage firms, fiduciaries and custodians holding shares in their names that are beneficially owned by others so that they may forward the solicitation material to such beneficial owners. We may solicit proxies by mail, and the officers and employees of the Company, who will receive no extra compensation therefore, may solicit proxies personally or by telephone. The Company will reimburse brokerage houses and other nominees for their expenses incurred in sending proxies and proxy materials to the beneficial owners of shares held by them.
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PROPOSAL NO. 1SHARE CONSOLIDATION
Purpose of Share Consolidation
The Company’s ordinary shares are listed on The Nasdaq Capital Market under the trading symbol of “PBTS.” In order for the ordinary shares to continue to be listed on The Nasdaq Capital Market, the Company must satisfy various listing standards established by Nasdaq. Among others, Nasdaq Listing Rule 5550(a)(2) requires that listed shares maintain a minimum bid price of US$1.00 per share (the “Bid Price Rule”). On November 7, 2022, the Company received a letter from Nasdaq indicating that it is no longer in compliance with the Bid Price Rule.
In order to retain the compliance with the Bid Price Rule under Nasdaq Listing Rule 5810(c)(3)(A), the closing bid price of the Company’s ordinary shares should be at least US$1.00 for a minimum of ten consecutive business days. As of April 25, 2023, the Company has not regained the compliance with the Bid Price Rule.
To enhance the Company’s ability to retain the compliance with the Bid Price Rule, the Board believes that it is in the best interest of the Company and the shareholders to effectuate a share consolidation to increase the market price of the ordinary shares. As a result, the Board is soliciting shareholders’ approval of a share consolidation of the Company’s shares at a ratio of one-for-thirty and to provide authorization to the Board to settle as it considers expedient any difficulty which arises in relation to any consolidation of ordinary shares of the Company and compulsorily redeem any fractional shares arising under the Share Consolidation so that (subsequent to such redemption) the shareholder holds a whole number of shares (See Proposal Two Fractional Shares Redemption below).
The Board also believes that the delisting of the ordinary shares from The Nasdaq Capital Market would likely result in decreased liquidity. Such decreased liquidity would result in the increase in the volatility of the trading price of the ordinary shares, a loss of current or future coverage by certain analysts and a diminution of institutional investor interest. In addition, the Board believes that such delisting could also cause a loss of confidence of corporate partners, customers and employees, which could harm the Company’s business and future prospects.
In evaluating whether or not to conduct the share consolidation, the Board also took into account various negative factors associated with such corporate action. These factors include: the negative perception of share consolidation held by some investors, analysts and other stock market participants; the fact that the share price of some companies that have effected of share consolidation has subsequently declined back to pre-consolidation levels; the adverse effect on liquidity that might be caused by a reduced number of shares outstanding; and the costs associated with implementing a share consolidation.
The Board considered these factors, and the potential harm of being delisted from The Nasdaq Capital Market. The Board determined that continued listing on The Nasdaq Capital Market is in the best interest of the Company and its shareholders, and that the Share Consolidation is probably necessary to maintain the listing of the Company’s ordinary shares on The Nasdaq Capital Market.
In addition, there can be no assurance that, after the Share Consolidation, the Company would be able to maintain the listing of the ordinary shares on The Nasdaq Capital Market. The Nasdaq Capital Market maintains several other continued listing requirements currently applicable to the listing of the ordinary shares. Shareholders should recognize that if the Share Consolidation is effected, they will own a smaller number of ordinary shares than they currently own. While the Company expects that the Share Consolidation will result in an increase in the market price of the ordinary shares, it may not increase the market price of the ordinary shares in proportion to the reduction in the number of ordinary shares outstanding or result in a permanent increase in the market price (which depends on many factors, including our performance, prospects and other factors that may be unrelated to the number of shares outstanding).
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If the Share Consolidation is effected and the market price of the Company’s ordinary shares declines, the percentage decline as an absolute number and as a percentage of the Company’s overall market capitalization may be greater than would occur in the absence of the Share Consolidation. Furthermore, the liquidity of the Company’s ordinary shares could be adversely affected by the reduced number of shares that would be outstanding after the Share Consolidation. Accordingly, the Share Consolidation may not achieve the desired results that have been outlined above.
Effects of the Share Consolidation
Authorized Shares and Unissued Shares
At the time the Share Consolidation is effective, our authorized shares will be consolidated at the ratio of one-for-thirty. Accordingly, the number of unissued ordinary shares will be reduced at the same ratio.
Issued and Outstanding Shares
The Share Consolidation will also reduce the number of issued and outstanding ordinary shares at the ratio of one-for-thirty. In addition, the par value of ordinary shares will be increased by the same ratio.
For example, a shareholder holding thirty (30) ordinary shares, par value US$0.00166667 before the Share Consolidation would hold one (1) ordinary shares, par value US$0.050 per share after the Share Consolidation. However, each shareholder’s proportionate ownership of the issued and outstanding ordinary shares immediately following the effectiveness of the Share Consolidation would remain the same, with the exception of adjustments related to the treatment of fractional shares (see below).
Proportionate adjustments will be made based on the ratio of the Share Consolidation to the per share exercise price and the number of shares issuable upon the exercise or conversion of all outstanding options, warrants, convertible or exchangeable securities entitling the holders to purchase, exchange for, or convert into, our ordinary shares. This will result in approximately the same aggregate price being required to be paid under such options, warrants, convertible or exchangeable securities upon exercise, and approximately the same value of ordinary shares being delivered upon such exercise, exchange or conversion, immediately following the Share Consolidation as was the case immediately preceding the Share Consolidation.
There are no preferred shares currently issued and outstanding.
Procedure for Implementing the Share Consolidation
As soon as practicable after the effective date of the Share Consolidation, the Company’s shareholders will be notified that the Share Consolidation has been effected. The Company expects that its transfer agent, Transhare Corporation, will act as exchange agent for purposes of implementing the exchange of share certificates. If needed, holders of pre-consolidation shares will be asked to surrender to the exchange agent certificates representing pre-consolidation ordinary shares in exchange for certificates representing post-consolidation ordinary shares or, in the case of holders of non-certificated shares, such proof of ownership as required by the exchange agent, in accordance with the procedures to be set forth in a letter of transmittal that the Company will send to its registered shareholders. No new share certificates will be issued to a shareholder until such shareholder has surrendered such shareholder’s outstanding share certificate(s) together with the properly completed and executed letter of transmittal to the exchange agent.
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SHAREHOLDERS SHOULD NOTDESTROY ANY SHARE CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.
Banks, brokers or other nominees will be instructed to effect the Share Consolidation for their beneficial holders holding shares in “street name.” However, these banks, brokers or other nominees may have different procedures from those that apply to registered shareholders for processing the Share Consolidation. If a shareholder holds shares with a bank, broker or other nominee and has any questions in this regard, shareholders are encouraged to contact their bank, broker or other nominee.
Federal Income Tax Consequences of the Share Consolidation
The Share Consolidation should be a tax-free transaction under the Internal Revenue Code of 1986, as amended. Therefore, a shareholder generally will not recognize gain or loss on the Share Consolidation, except to the extent of cash, if any, received in lieu of a fractional share interest in the post-consolidation shares. The holding period and tax basis of the pre- consolidation ordinary shares will be transferred to the post- consolidation ordinary shares (excluding any portion of the holder’s basis allocated to fractional shares).
This discussion should not be considered as tax or investment advice, and the tax consequences of the Share Consolidation may not be the same for all shareholders. Shareholders should consult their own tax advisors to know their individual federal, state, local and foreign tax consequences.
Vote Required
Assuming that a quorum is present, the affirmative vote of a simple majority of the total votes attaching to the shares that are entitled to vote and voting at the Meeting is required to approve the Share Consolidation proposal.
Recommendation of the Board
The Board recommends that you vote “FOR” the following resolution:
THAT with immediate effect upon passing, every thirty (30) issued and unissued ordinary shares of the Company of US$0.00166667 each (the “ExistingShares”) be consolidated into one (1) share of US$0.050 each (each a “Consolidated Share”), such Consolidated Shares shall rank pari passu in all respects with each other (the “Share Consolidation”) so that following the Share Consolidation the authorized share capital of the Company will be changed from US$16,666,700 divided into 10,000,000,000 shares of par value of US$0.00166667 each to US$16,666,700 divided into 333,333,333 shares of par value of US$0.050 each.
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PROPOSAL NO. 2FRACTIONAL SHARES REDEMPTION
On April 20, 2023, the Board approved, and directed that there be submitted to the shareholders of the Company for approval, that immediately following the approval of the Share Consolidation proposal, all fractional entitlements to the issued Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to the shareholders of the Company but all such fractional shares shall be redeemed in cash for the fair value of such fractional share, such fair value being the closing price of the ordinary shares on a post-consolidation basis on the applicable trading market on the first trading date of the ordinary shares following the Share Consolidation (the “FractionalShares Redemption proposal”).
The Company does not currently intend to issue fractional shares in connection with the Share Consolidation to the shareholders. If this proposal is approved by the shareholders at the Extraordinary Meeting, the Board will have the authority to compulsorily redeem any fractional shares arising under the Share Consolidation so that subsequent to such redemption, such affected shareholder holds a whole number of shares. The Company will pay in cash the fair value of fractions of a share as of the time when such fractions are redeemed. Any shareholder whose fractional shares are redeemed will be entitled, upon surrendering to the exchange agent of certificates representing such ordinary shares or, in the case of non-certificated ordinary shares, such proof of ownership as required by the exchange agent, to receive cash (without interest or deduction) as a result of the redemption. The Board has determined that the fair value of fractions will be the closing price of ordinary shares on a post-consolidation basis on the applicable trading market on the first trading date of the ordinary shares following the Share Consolidation.
If the Share Consolidation proposal is not approved, then this Fractional Shares Redemption proposal will not be applicable.
Vote Required
Assuming that a quorum is present, the affirmative vote of a simple majority of the total votes attaching to the shares entitled to vote and voting at the Extraordinary Meeting is required to approve the Fractional Shares Redemption proposal.
Recommendation of the Board
The Board recommends that you vote “FOR” the following resolution:
THAT all fractional entitlements to the issued Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to the shareholders of the Company but all such fractional shares shall be redeemed in cash for the fair value of such fractional share, such fair value being the closing price of the ordinary shares on a post-consolidation basis on the applicable trading market on the first trading date of the ordinary shares following the Share Consolidation (the “Fractional Shares Redemption”) .
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PROPOSAL NO. 3SHARE CAPITAL INCREASE
On April 20, 2023, the Board approved, and directed that there be submitted to the shareholders of the Company for approval, that immediately following the approval of the Share Consolidation proposal by the shareholders, the authorized share capital of the Company be increased from US$16,666,700 divided into 333,333,333 shares of a nominal or par value of US$0.050 each, to US$50,000,000 divided into 1,000,000,000 shares of a nominal or par value of US$0.050 each (the “Share Capital Increase”).
If the Share Consolidation proposal is not approved, then this Share Capital Increase proposal will not be applicable.
Vote Required
Assuming that a quorum is present, the affirmative vote of a simple majority of the total votes attaching to the shares entitled to vote and voting at the Extraordinary Meeting is required to approve the Share Capital Increase proposal.
Recommendation of the Board
The Board recommends that you vote “FOR” the following resolution:
THAT immediately following the Share Consolidation, the authorized share capital of the Company be increased from US$16,666,700 divided into 333,333,333 shares of a nominal or par value of US$0.050 each, to US$50,000,000 divided into 1,000,000,000 shares of a nominal or par value of US$0.050 each (the “Share Capital Increase”).
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OTHER MATTERS
Our Board is not aware of any business to come before the Extraordinary Meeting other than those matters described above in this Proxy Statement. However, if any other matters should properly come before the Extraordinary Meeting, it is intended that proxies in the accompanying form will be voted in accordance with the judgment of the person or persons voting the proxies.
By Order of the Board of Directors
| /s/ Stewart Lor | |
|---|---|
| April 25, 2023 | Stewart Lor |
| Chief Executive Officer and Director |
9
Exhibit 99.2
| * SPECIMEN *<br><br> <br>1 MAIN STREET<br><br> <br>ANYWHERE PA 99999-9999 | VOTE ON INTERNET-<br><br> <br>www.proxyvote.com or scan the QR Barcode above<br><br> <br>Use the Internet to transmit your voting instructions and for electronic<br>delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Follow the instructions to obtain<br>your records and to create an electronic voting instruction form.<br><br> <br><br><br> <br>ELECTRONICDELIVERY OF FUTURE PROXY MATERIALS<br><br><br><br>If you would<br>like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements,<br>proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions<br>above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future<br>years.<br><br><br><br><br> <br>VOTE BY PHONE - 1-800-690-6903<br><br><br><br>Use any touch-tone<br>telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have<br>your proxy card in hand when you call and then follow the instructions.<br><br><br><br><br> <br>VOTE BY MAIL<br><br> <br>Mark, sign and date your proxy card and return it in the postage-paid<br>envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717<br><br> <br><br><br> <br>VOTE IN PERSON<br><br> <br>If you would like to attend the<br> Extraordinary General Meeting to be held at 3:00 a.m., Eastern Time (3:00 p.m. China standard time), on Tuesday, May 30, Advanced<br> Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, Hightech District, Zhuhai, Guangdong 519080, China. |
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Please Vote, Sign, Date and Return Promptlyin the Enclosed Envelope.
Extraordinary General Meeting Proxy Card -Powerbridge Technologies Co., Ltd.
| ▼ | DETACH<br> PROXY CARD HERE TO VOTE BY MAIL | ▼ |
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL THE FOLLOWING PROPOSALS,
| (1) | THAT with immediate effect upon passing, every thirty (30) issued and unissued ordinary of the Company of US$0.00166667 each (the “Existing Shares”) be consolidated into one (1) share of US$0.050 each (each a “Consolidated Share”), such Consolidated Shares shall rank pari passu in all respects with each other (the “Share Consolidation”) so that following the Share Consolidation the authorized share capital of the Company will be changed from US$16,666,700 divided into 10,000,000,000 shares of par value of US$0.00166667 each to US$16,666,700 divided into 333,333,333 shares of par value of US$0.050 each. | |
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| ☐ VOTE<br> FOR | ☐ VOTE<br> AGAINST | ☐ ABSTAIN |
| --- | --- | --- |
| (2) | That all fractional entitlements to the issued Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to the shareholders of the Company but all such fractional shares shall be redeemed in cash for the fair value of such fractional share, such fair value being the closing price of the ordinary shares on a post-consolidation basis on the applicable trading market on the first trading date of the ordinary shares following the Share Consolidation (the “Fractional Shares Redemption”). | |
| --- | --- | |
| ☐ VOTE<br> FOR | ☐ VOTE<br> AGAINST | ☐ ABSTAIN |
| --- | --- | --- |
| (3) | THAT immediately following the Share Consolidation, the authorized share capital of the Company be increased from US$16,666,700 divided into 333,333,333 shares of a nominal or par value of US$0.050 each, to US$50,000,000 divided into 1,000,000,000 shares of a nominal or par value of US$0.050 each (the “Share Capital Increase”). | |
| --- | --- | |
| ☐ VOTE<br> FOR | ☐ VOTE<br> AGAINST | ☐ ABSTAIN |
| --- | --- | --- |
| Date | Signature | Signature, if held jointly |
| --- | --- | --- |
Note: This proxy must be signed exactly as the name appears hereon. When shares are held jointly, each holder should sign. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If the signer is a corporation, please sign full corporate name by a duly authorized officer, giving full title as such. If signer is a partnership, please sign in partnership name by an authorized person.
To change the address on your account, please check the box at right and indicate your new address. ☐
| * SPECIMEN * | AC:ACCT9999 | 90.00 |
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Powerbridge Technologies Co., Ltd.
Extraordinary General Meeting of Members
May 30, 2023
IMPORTANT NOTICE REGARDING THE AVAILABILITYOF PROXY MATERIALS FOR THE
EXTRAORDINARY MEETING OF MEMBERS TO BE HELDON MAY 30, 2023
This Notice and Proxy Statement are available on our Company’s website at www.powerbridge.com.
POWERBRIDGE TECHNOLOGIES CO., LTD.
THIS PROXY IS SOLICITED ON BEHALF OF THEBOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints Stewart Lor, with full power of substitution, as proxy to represent and vote all ordinary shares of Powerbridge Technologies Co., Ltd. (the “Company”) which the undersigned will be entitled to vote if personally present at the Extraordinary General Meeting of Members (or any adjournment thereof) of the Company to be held on May 30, 2023, at 3:00 a.m., Eastern Time (3:00 p.m. China standard time), upon matters set forth in the Proxy Statement, a copy of which has been received by the undersigned. Each ordinary share is entitled to one vote. The proxies are further authorized to vote, in their discretion, upon such other business as may properly come before the meeting.
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH SPECIFICATIONS MADE, BUT IF NO CHOICES ARE INDICATED, THIS PROXY WILL BE VOTED FOR THE PROPOSALS LISTED ON THE REVERSE SIDE AND IN THE CASE OF OTHER MATTERS THAT LEGALLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF.
PLEASE INDICATE YOUR VOTE ON THE REVERSE SIDE
(Continued and to be signed on Reverse Side)