Exhibit 99.1

Powerbridge Technologies Reports Financial Results and Business Update

for the six months ended June 30, 2022

ZHUHAI, China –  November 4, 2022 - PR Newswire - Powerbridge Technologies Co., Ltd. (“Powerbridge” or the “Company”) (NASDAQ: PBTS), a provider of multi-industry technology solutions,, today announced its unaudited financial results for the six months ended June 30, 2022.

Overview

Powerbridge Technologies Co., Ltd. is a company that was established under the laws of the Cayman Islands on July 27, 2018 as a holding company.

We are a provider of multi-industry technology solutions, smart applications and services for the global trade industry, smart city operations, as well as the leisure industry.

All of our customers are located in China. We currently generate our revenues from application development services, which represent 25.7% of total revenue for the six months ended June 30, 2022. We also generate revenue from consulting and technical support services, which represent 18.8% of our revenue for the six months ended June 30, 2022. Further, we earn subscription service revenue from customers accessing our SaaS. For the six months ended June 30, 2022, our subscription service revenues were approximately $0.4 million. The Company started to sell consumables to its customers in the six months ended June 30, 2021. We generated revenue approximately $3.5 million from consumables sale, which was categorized in trading revenue, for the six months ended June 30, 2022.

Coronavirus (“COVID-19”) Updates

The COVID-19 pandemic has caused disruptions to our operations starting from December 2019. During the first quarter of 2020, our operations were closed in February due to China government mandates and we moved quickly to transit our colleague base to a fully remote working environment in all our locations. At the beginning of March 2020, substantially all our employees were back to work in our offices. The ongoing COVID-19 pandemic not only adversely impacted our operations but also business of our customers. We experienced delayed customer payments and rescheduled customer orders, which adversely impacts the Company’s results of operations, cash flows and financial position. During the six months ended June 30, 2022, our business continued to be adversely impacted by the COVID-19 pandemic. Specifically, a new COVID-19 subvariant (Omicron) outbreak hit China in March 2022, spreading more quickly and easily than previous strains. As a result, a new round of lockdowns, quarantines, or travel restrictions has been imposed upon different provinces or cities in China by the relevant local government authorities.

The extent to which the COVID-19 pandemic may impact the Company’s future financial results will depend on future developments, such as new information on the effectiveness of the mitigation strategies, the duration, spread, severity, and recurrence of COVID-19 and any COVID-19 variants, the related travel advisories and restrictions, the overall impact of the COVID-19 pandemic on the global economy and capital markets, and the efficacy of COVID-19 vaccines, which may also take extended time to be widely and adequately distributed, all of which remain highly uncertain and unpredictable. Given this uncertainty, we are currently unable to quantify the expected impact of the COVID-19 pandemic on our future operations, financial condition, liquidity, and results of operations if the current situation continues.

Recent Developments

On October 27, 2022, the Company entered into an equity transfer agreement with six individual shareholders of DTI GROUP LIMITED, pursuant to which the Company agreed to purchase 19% equity interest of DTI Jiangsu Corporation Limited for a consideration of RMB 57,435,100. The closing is subject to the customary closing conditions and terms as stipulated in the agreement.

On September 1, 2022, the Company entered into a securities purchase agreement with Streeterville Capital, LLC, a Utah limited liability company, pursuant to which the Company issued Streeterville Capital, LLC an unsecured convertible promissory note on September 1, 2022 in the original principal amount of $8,640,000, convertible into ordinary shares, $0.00166667 par value per share, of the Company.

On September 1, 2022, the Company entered into an Ordinary Share Purchase Agreement with White Lion Capital LLC, a Nevada limited liability company, which provides that, upon the terms and subject to the conditions and limitations set forth therein, the Investor is committed to purchase our ordinary shares, $0.00166667 par value per share ,with an aggregate offering price of up to $15,000,000 (“Commitment Amount”) from time to time during the commitment period, which commences on the execution date of the Purchase Agreement, and shall terminate on the earlier of (i) the date on which the Investor shall have purchased shares equal to the Commitment Amount, or (ii) May 31, 2024 , or (iii) the date on which the Purchase Agreement is terminated.

On September 9, 2022, the Company entered into a Standby Equity Purchase Agreement with YA II PN, Ltd.. Pursuant to the Purchase Agreement, the Company will be able to issue and sell up to $30,000,000 of its ordinary shares, par value of US$ 0.00166667 per share, at the Company’s sole option, any time during the three-year period following the execution date of the Purchase Agreement subject to certain limitations. Pursuant to the terms of the Purchase Agreement, any Common Shares sold to the Investor will be priced at 96% of the market price, which is defined as the lowest daily volume weighted average price of the Common Shares during the three consecutive trading days commencing on the trading day immediately following the Company’s delivery of an advance notice to the Investor. Any sale of Common Shares pursuant to the Purchase Agreement is subject to certain limitations, including that the Investor is not permitted to purchase any Common Shares that would result in it owning more than 4.99% of the Company’s Shares.

On September 26, 2022, the Company has obtained an exclusive right in China through a partnership with the World Football Collection to offer a series of soccer collectable NFTs on Ali Auction. The soccer collectable NFTs had been launched on Ali Auction since September 20, 2020 with an accumulated views of over 240,000 from potential participants. The first batch of the NFTs were sold out within the first hour of the auction. Ali Auction established by Alibaba Group, is one of the leading online auction marketplaces with more than 2,000,000 daily active users. Ali Auction connects and benefits from the largest e-commerce platform in China with more than 100 million users.

Key Factors that Affect Our Operating Results

We currently derive a majority of revenues from our application development services, consulting and technical support services, and subscription services. We intend to continually enhance our services and cross-sell new services to our existing customers and acquire new customers by increasing our market penetration with a deeper market coverage and a broader geographical reach. Our ability to maintain and expand our customer base with our application development services significantly affects our operating results.

We intend to expand the scope of our offerings to serve existing customers and acquire new customers by continually making significant investments in R&D as well as sales marketing activities to increase our subscription revenue and profit. Our ability to drive increased customer adoption and usage of our SaaS services affects our operating results.

Our business of providing global trade software application and technology services requires highly skilled professionals with specialized domain knowledge and technology expertise in order to develop and perform the services offered to our customers. Our ability to recruit, train, develop and retain our professionals with the skills and qualifications necessary to fulfill the needs of our existing and new customers has a significant effect on our operating results.

We intend to pursue strategic acquisitions and investments in selective technologies and businesses that will enhance our technology capabilities, expand our offerings and increase our market penetration. We believe our strategic acquisition and investment strategy is critical for us to accelerate our growth and strengthen our competitive position. Our ability to identify and execute strategic acquisitions and investments will have an effect on our operating results. 

Financial Results for the six months ended June 30, 2022 and 2021

Revenue for the six months ended June 30, 2022 was approximately $7.0 million, a decrease of approximately $6.6 million or 48.5%, compared to approximately $13.6 million for the six months ended June 30, 2021. The overall decrease in total revenue was primarily attributable to approximately $8.3 million decreased in revenue from application development services.

Revenue from application development service decreased by approximately $8.3 million, or 82.1%, to approximately $1.8 million for the six months ended June 30, 2022, compared to approximately $10.1 million for the six months ended June 30, 2021. The significant decrease in application development service revenue was due to fewer new projects in current period under the impact of COVID-19 in certain application development service arrangements, including sales of IT equipment. Such revenue was approximately $1.6 million for the six months ended June 30, 2022, and decreased significantly from approximately $7.5 million of the related revenue in the same period of 2021.  

Revenue from consulting and technical support services decreased by approximately $0.5 million, or 26.1%, to approximately $1.3 million for the six months ended June 30, 2022, compared to approximately $1.8 million for the six months ended June 30, 2021. The decrease was mainly due to less new projects in current period under the impact of COVID-19.

Revenue from subscription services stayed at approximately $0.4 million for the six months ended June 30, 2022 and 2021. We introduced our SaaS subscription services in the fiscal year of 2016 and continue to expand the scope of our services and enhance the features and functionalities of our applications and improve our marketing efforts, we expect our subscription service revenue will grow with an expanded offering and increased market awareness.

Revenue from trading increased by approximately $2.1 million, or 159.4% to approximately $3.5 million for the six months ended June 30, 2022, compared to approximately $1.3 million for the six months ended June 30, 2021. We start to sell consumables to its customers in the six months ended June 30, 2021, we expect the revenue from trading will continue to increase.

Gross profit for the six months ended June 30, 2022 was approximately $1.5 million, a decrease of approximately $2.9 million or 66.1%, compared to approximately $4.3 million for the six months ended June 30, 2021. Gross margin as a percent of overall revenue for the six months ended June 30, 2022 and 2021 was 21.0% and 31.8%, respectively. The significant decrease in gross profit margin was primarily due to lower gross profit margin for application development service in current period. For the six months ended June 30, 2022, gross profit margin for application development service was 11.7%, decreased by 16.3 percentage point compared to 28.0% for the six months ended June 30, 2021. Revenue shrank significantly under the impact of COVID-19, while our fixed cost did not respond to revenue change, thus lowered our gross profit margin.

Operating expenses for the six months ended June 30, 2022 was approximately $10.2 million, a decrease of approximately $1.7 million or 14.4%, compared to approximately $12.0 million for the six months ended June 30, 2021. Operating expenses consist of selling and marketing, general and administrative, research and development (“R&D”) expenses, and stock-based compensation. The decrease in our operating expenses was primarily due to a decrease of approximately $1.6 million in share-based compensation, a decrease of approximately $1.3 million in general and administrative expenses, offset by an increase of approximately 1.1 million in provision for doubtful accounts.

Other expense primarily consists of government subsidy income, interest income, net of interest expense and other expenses. Our net other expense was $67,377 for the six months ended June 30, 2022, compared to approximately $1.6 million for the six months ended June 30, 2021. The decrease in net other expense is substantially attributable to a decrease of approximately $1.5 million loss from change in the fair value of the convertible loan compared to the six months ended June 30, 2021.

Income tax benefits was approximately $0.3 million for the six months ended June 30, 2022, compared to approximately $0.1 million for the six months ended June 30, 2021. Under the Income Tax Laws of the PRC, companies are generally subject to income tax at a rate of 25%. However, our major operating subsidiary, Zhuhai Powerbridge Technology Co., Ltd., attained the “high-tech enterprise” status, which reduced its statutory income tax rate to 15%. The rest of our subsidiaries in PRC are subject to income tax rate of 25%.

Net loss for the six months ended June 30, 2022 was approximately $8.5 million, a decrease of approximately $0.5 million, compared to approximately $9.0 million for the six months ended June 30, 2021. The decreased net loss is mainly attributed to a decrease of approximately $1.7 million total operating expenses, a decrease of approximately $1.5 million loss in change of fair value of the convertible loan, offset by a decrease of approximately $2.9 million gross profit.

About Powerbridge Technologies Co., Ltd.

Powerbridge Technologies Co., Ltd. (Nasdaq: PBTS) is a provider of multi-industry technology solutions, software applications and services for the global trade industry, IoT platform services as well as intelligent fixtures and devices for smart city operations, supply chain platforms and social livestreaming services for the retail industry, metaverse and smart solutions for the travel and leisure industry, as well as cryptomining and digital asset operations.

Forward Looking Statements

No statement made in this press release should be interpreted as an offer to purchase or sell any security. Such an offer can only be made in accordance with the Securities Act of 1933, as amended, and applicable state securities laws. Certain statements in this press release concerning our future growth prospects are forward-looking statements regarding our future business expectations intended to qualify for the “safe harbor” under the Private Securities Litigation Reform Act of 1995, which involve a number of risks and uncertainties that could cause actual results to differ materially from those in such forward-looking statements. The risks and uncertainties relating to these statements include, but are not limited to, risks and uncertainties regarding our ability to raise capital on any particular terms, fluctuations in earnings, fluctuations in foreign exchange rates, our ability to manage growth, our ability to realize revenue from expanded operation and acquired assets in China and the U.S., our ability to attract and retain highly skilled professionals, client concentration, industry segment concentration, reduced demand for technology in our key focus areas, our ability to successfully complete and integrate potential acquisitions, and unauthorized use of our intellectual property and general economic conditions affecting our industry. Additional risks that could affect our future operating results are more fully described in our Form 20-F and other filings that we may make with the United States Securities and Exchange Commission in the future. These filings are available at www.sec.gov. Powerbridge may, from time to time, make additional written and oral forward-looking statements, including statements contained in the Company’s filings with the Securities and Exchange Commission and our reports to shareholders. In addition, please note that any forward-looking statements contained herein are based on assumptions that we believe to be reasonable as of the date of this press release. The Company does not undertake to update any forward-looking statements that may be made from time to time by or on behalf of the Company unless it is required by law. 

Exhibit 99.2

RESIGNATION AND APPOINTMENT OF DIRECTORS

On November 4, 2022, the board of directors (the “Board”) of Powerbridge Technologies Co., Ltd. (the “Company”), a company incorporated in the Cayman Islands, announced the following changes in directors of the Company and members of the board committees of the Company, each of which took effect on October 28, 2022:

Mr. Jiang’s resignation is not a result of any disagreement with the Board and there is no matter relating to his resignation that needs to be brought to the attention of the shareholders of the Company.

The information in this Report 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. It shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Exhibit 99.3

POWERBRIDGE TECHNOLOGIES CO., LTD.

(a Cayman Islands exempted company with limited liability)

(NASDAQ: PBTS)

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT the annual general meeting of shareholders (the “Meeting”) of Powerbridge Technologies Co., Ltd. (the “Company”) will be held on December 5, 2022, at 3:00 a.m., EST, at Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, Hightech District, Zhuhai, Guangdong 519080, China for the following purposes:

As of the date of this notice of Meeting (the “Notice”), we have not received notice of any other matters that may be properly presented at the Meeting.

The board of directors of the Company (the “Board of Directors”) has fixed the close of business on October 24, 2022 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 holders of ordinary shares, par value $0.00166667 per share of the Company on the Record Date are entitled to receive notice of and to vote at the Meeting or any adjournment thereof.

In addition to mailing the materials, shareholders may also obtain a copy of the proxy materials, including the Company’s 2021 annual report, from the Company’s website at www.powerbridge.com or by contacting our Investor Relations Department at: ir@powerbridge.com 

November 4, 2022
 

IT IS IMPORTANT THAT YOU VOTE, SIGN AND RETURN

THE ACCOMPANYING PROXY CARD AS SOON AS POSSIBLE

POWERBRIDGE TECHNOLOGIES CO., LTD.

2022 ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 5, 2022

PROXY STATEMENT

The board of directors (the “Board”) of Powerbridge Technologies Co., Ltd. (the “Company”) is soliciting proxies for the annual general meeting of shareholders (the “Meeting” or the “2022 Annual Meeting”) of the Company to be held on December 5, 2022, at 3:00 a.m., EST, at Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, Hightech District, Zhuhai, Guangdong 519080, China or any adjournment thereof. Only holders of the ordinary shares, par value $0.00166667 per share (the “Ordinary Shares”), of the Company at the close of business on October 24, 2022 (the “Record Date”) are entitled to attend and vote at the Meeting or at any adjournment thereof. Two shareholders entitled to vote and be present in person or by proxy or (in the case of a shareholder being a corporation) by its duly authorized representative one of whom must be the holder representing a majority of shares in the Company throughout 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 behalf of him. A proxy need not be a shareholder of the Company. Each holder of the Company’s Ordinary Shares shall be entitled to one (1) vote in respect of each Ordinary Share held by him or her on the Record Date.

A proxy statement describing the matters to be voted upon at the 2022 Annual Meeting along with a proxy card enabling the shareholders to indicate their vote will be mailed on or about November 18, 2022, to all shareholders entitled to vote at the 2022 Annual Meeting. Such proxy statement will also be furnished to the U.S. Securities and Exchange Commission, or the SEC, under cover of Form 6-K and will be available on our website at www.powerbridge.com on or about November 2, 2022. If you plan to attend the 2022 Annual Meeting and your shares are not registered in your own name, please ask your broker, bank or other nominee that holds your shares to provide you with evidence of your share ownership. Such proof of share ownership will be required to gain admission to the 2022 Annual Meeting.

Whether or not you plan to attend the 2022 Annual Meeting, it is important that your shares be represented and voted at the 2022 Annual Meeting. Accordingly, after reading the Notice and accompanying proxy statement, please sign, date and mail the enclosed proxy card in the envelope provided or vote by telephone or over the Internet in accordance with the instructions on your proxy card. The proxy card must be received by Broadridge Financial Solutions, Inc. no later than 11:59 p.m. EST on November 17, 2022 to be validly included in the tally of shares voted at the 2022 Annual Meeting. Detailed proxy voting instructions are provided both in the proxy statement and on the proxy card.

QUESTIONS AND ANSWERS ABOUT
THE 2022 Annual Meeting, THE PROXY MATERIALS AND VOTING YOUR SHARES

WHY AM I RECEIVING THESE MATERIALS?

Our Board has delivered the Proxy Materials to you in connection with the solicitation of proxies for use at the 2022 Annual Meeting. As a shareholder, you are invited to attend the 2022 Annual Meeting and are requested to vote on the items of business described in this Proxy Statement.

WHAT IS A PROXY?

Our Board is soliciting your vote at the 2022 Annual Meeting. You may vote by proxy as explained in this Proxy Statement. A proxy is your formal legal designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document also is called a proxy or a proxy card.

WHAT PROPOSALS WILL BE VOTED ON AT THE 2022 Annual Meeting?

There are two proposals that will be voted on at the 2022 Annual Meeting:

We may also transact such other business as may properly come before the 2022 Annual Meeting of Shareholders.

HOW DOES THE BOARD RECOMMEND I VOTE?

Our Board unanimously recommends that you vote:

WHAT HAPPENS IF ADDITIONAL MATTERS ARE PRESENTED AT THE 2022 Annual Meeting?

If any other matters are properly presented for consideration at the 2022 Annual Meeting, including, among other things, consideration of a motion to adjourn or postpone the 2022 Annual Meeting to another time or place (including, without limitation, for the purpose of soliciting additional proxies), the persons named as proxy holders will have discretion to vote on those matters in accordance with their best judgment, unless you direct them otherwise in your proxy instructions. We do not currently anticipate that any other matters will be raised at the 2022 Annual Meeting.

WHO CAN VOTE AT THE 2022 Annual Meeting?

Shareholders of record at the close of business on October 24, 2022, the date established by the Board for determining the shareholders entitled to vote at our 2022 Annual Meeting (the “Record Date”), are entitled to vote at the 2022 Annual Meeting.

On the Record Date, 135,634,811 shares of our Ordinary Shares were outstanding and entitled to vote at the 2022 Annual Meeting. Holders of Ordinary Shares will vote together as a single class on all proposals to be voted on at the 2022 Annual Meeting.

A list of the shareholders of record as of October 24, 2022 will be available for inspection at the 2022 Annual Meeting.

WHAT CONSTITUTES A QUORUM?

Two members one of whom must be the holder of a majority of our outstanding shares as of the Record Date must be present, in person or by proxy, at the 2022 Annual Meeting in order to properly convene the 2022 Annual Meeting. This is called a quorum. If there are not enough votes of the Ordinary Shares present both in person and by timely and properly submitted proxies to constitute a quorum, the 2022 Annual Meeting may be adjourned by the Directors until such time as a sufficient number of votes are present. Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum.

WHAT IS THE DIFFERENCE BETWEEN BEING A “SHAREHOLDER OF RECORD” AND A “BENEFICIAL OWNER” HOLDING SHARES IN STREET NAME?

Shareholder of Record: You are a “shareholder of record” if your shares are registered directly in your name with our transfer agent, Transhare Corporation. The Proxy Materials are sent directly to a shareholder of record.

Beneficial Owner: If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in “street name” and your bank or other nominee is considered the shareholder of record. Your bank or other nominee forwarded the Proxy Materials to you. As the beneficial owner, you have the right to direct your bank or other nominee how to vote your shares by completing a voting instruction form. Because a beneficial owner is not the shareholder of record, you are invited to attend the 2022 Annual Meeting, but you may not vote these shares in person at the 2022 Annual Meeting unless you obtain a “legal proxy” from the bank or other nominee that holds your shares, giving you the right to vote the shares at the 2022 Annual Meeting.

HOW DO I VOTE?

Shareholders of record can vote their shares in person by attending the 2022 Annual Meeting, by telephone or over the Internet at www.proxyvote.com in accordance with the instructions on your proxy card, or by mail, by completing, signing and mailing your proxy card. The proxy card must be received by Broadridge Financial Solutions, Inc.(“Broadridge”) no later than 11:59 p.m. EST on December 1, 2022, to be validly included in the tally of shares voted at the 2022 Annual Meeting.

If you are a beneficial owner whose Ordinary Shares are held in “street name” (i.e. through a bank, broker or other nominee), you will receive voting instructions from the institution holding your shares. The methods of voting will depend upon the institution’s voting processes, including voting via the telephone or the Internet. Please contact the institution holding your Ordinary Shares for more information.

You may vote before the annual meeting at www.proxyvote.com. Use your 16-digit control number, located on the Notice, and follow the instructions.

WHAT DOES IT MEAN IF I RECEIVE MORE THAN ONE PROXY CARD?

It means that your Ordinary Shares are registered differently or you have multiple accounts. Please vote all of these shares separately to ensure all of the shares you hold are voted.

WHAT IF I DO NOT SPECIFY HOW MY SHARES ARE TO BE VOTED?

Shareholders of Record: If you are a shareholder of record and you properly submit your proxy but do not give voting instructions, the persons named as proxies will vote your shares as follows: “FOR” the ratification of the selection and re-appointment of Onestop Assurance PAC as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2020 and the fiscal year ended December 31, 2021 (Proposal No. 1), and “FOR” the approval of an increase in the authorized share capital of the Company from US$500,000 divided into 300,000,000 shares of a par value of US$0.00166667 each to US$16,666,700 divided into 10,000,000,000 shares of par value of US$0.00166667 each by the creation of an additional 9,700,000,000 shares of par value of US$0.00166667 each. (Proposal No. 2). If you do not return a proxy, your shares will not be counted for purposes of determining whether a quorum exists, and your shares will not be voted at the 2022 Annual Meeting.

Beneficial Owners: If you are a beneficial owner whose Ordinary Shares are held in “street name” (i.e. through a bank, broker or other nominee) and you do not give voting instructions to your bank, broker or other nominee, your bank, broker or other nominee may exercise discretionary authority to vote on matters that the NASDAQ (“NASDAQ”) determines to be “routine.” Your bank, broker or other nominee is not allowed to vote your shares on “non-routine” matters, and this will result in a “broker non-vote” on that non-routine matter, but the shares will be counted for purposes of determining whether a quorum exists. The only item on the 2022 Annual Meeting agenda that may be considered routine is Proposal No. 1 relating to the ratification of the selection and re-appointment of Onestop Assurance PAC as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2020 and fiscal year ended December 31, 2021; however, we cannot be certain whether this will be treated as a routine matter since our Proxy Statement is prepared in compliance with the laws of Cayman Islands rather than the rules applicable to domestic U.S. reporting companies. We strongly encourage you to submit your voting instructions and exercise your right to vote as a shareholder.

CAN I CHANGE MY VOTE OR REVOKE MY PROXY?

If you are a shareholder of record, you may revoke your proxy at any time prior to the vote at the 2022 Annual Meeting. If you submitted your proxy by mail, you must file with the Corporate Secretary of the Company a written notice of revocation or deliver, prior to the vote at the 2022 Annual Meeting, a valid, later-dated proxy. Attendance at the 2022 Annual Meeting will not have the effect of revoking a proxy unless you give written notice of revocation to the Corporate Secretary before the proxy is exercised or you vote by written ballot at the 2022 Annual Meeting. If you are a beneficial owner whose Ordinary Shares are held through a bank, broker or other nominee, you may change your vote by submitting new voting instructions to your bank, broker or other nominee, or, if you have obtained a legal proxy from your bank, broker or other nominee giving you the right to vote your shares, by attending the 2022 Annual Meeting and voting in person.

For purposes of submitting your vote, you may change your vote until 11:59 p.m., Eastern Time on December 1, 2022. After this deadline, the last vote submitted will be the vote that is counted.

HOW WILL THE PROXIES BE SOLICITED AND WHO WILL BEAR THE COSTS?

We will pay the cost of soliciting proxies for the 2022 Annual Meeting. Proxies may be solicited by our directors, executive officers and employees, without additional compensation, in person, or by mail, courier, telephone, email or facsimile. We may also make arrangements with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of shares held of record by such persons. We may reimburse such brokerage houses and other custodians, nominees and fiduciaries for reasonable out-of-pocket expenses incurred by them in connection therewith.

WHO WILL COUNT THE VOTES AND HOW CAN I FIND THE VOTING RESULTS OF THE 2022 ANNUAL MEETING?

Broadridge will tabulate and certify the votes. We plan to announce preliminary voting results at the 2022 Annual Meeting, and we will report the final results in a Current Report on Form 6-K, which we will file with the SEC shortly after the 2022 Annual Meeting.

WHAT VOTE IS REQUIRED TO APPROVE EACH ITEM?

The affirmative vote of a simple majority of the votes of the shares entitled to vote on the proposal that were present and voted at the 2022 Annual Meeting is required to ratify the selection and re-appointment of Onestop Assurance PAC as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2020 and the fiscal year ended December 31, 2021 (Proposal No. 1), and to consider and vote upon an ordinary resolution to increase the authorized share capital of the Company from US$500,000 divided into 300,000,000 shares of a par value of US$0.00166667 each to US$16,666,700 divided into 10,000,000,000 shares of par value of US$0.00166667 each by the creation of an additional 9,700,000,000 shares of par value of US$0.00166667 each (Proposal No. 2).

WHAT ARE ABSTENTIONS AND BROKER NON-VOTES AND HOW WILL THEY BE TREATED?

An “abstention” occurs when a shareholder chooses to abstain or refrain from voting their shares on one or more matters presented for a vote. For the purpose of determining the presence of a quorum, abstentions are counted as present.

Abstentions will have no effect on the outcome of either proposal.

A “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner attends the 2023 Annual Meeting in person or by proxy but does not vote on a particular proposal because that holder does not have discretionary authority to vote on that particular item and has not received instructions from the beneficial owner.

Broker non-votes will have no effect on the outcome of either proposal.

WHAT DO I NEED TO DO TO ATTEND THE 2022 ANNUAL MEETING?

If you plan to attend the 2022 Annual Meeting in person, you will need to bring proof of your ownership of shares, such as your proxy card or transfer agent statement and present an acceptable form of photo identification such as a passport or driver’s license. Cameras, recording devices and other electronic devices will not be permitted at the meeting.

If you are a beneficial owner holding shares in “street name” through a bank, broker or other nominee and you would like to attend the 2022 Annual Meeting, you will need to bring an account statement or other acceptable evidence of ownership of shares as of the close of business EST on October 24, 2022. In order to vote at the meeting, you must contact your bank, broker or other nominee in whose name your shares are registered and obtain a legal proxy from your bank, broker or other nominee and bring it to the 2022 Annual Meeting.

WHERE CAN I GET A COPY OF THE PROXY MATERIALS?

Copies of our 2021 annual report, including consolidated financial statements as of and for the year ended December 31, 2021, the proxy card, the Notice and this Proxy Statement are available on our Company’s website at www.powerbridge.com. The contents of that website are not a part of this Proxy Statement.

Pursuant to NASDAQ’s Marketplace Rules which permit companies to make available their annual report to shareholders on or through the company’s website, the Company posts its annual reports on the Company’s website. The 2021 annual report on Form 20-F for the year ended December 31, 2021 (the “2021 annual report”), was filed with the U.S. Securities and Exchange Commission on May 12, 2022. The Company adopted this practice to avoid the considerable expense associated with mailing physical copies of such report to record holders. You may obtain a copy of our 2021 annual report by visiting the “Financial Information” heading under the “Investors” section of the Company’s website at www.powerbridge.com.

PROPOSALS

PROPOSAL NO. 1

RATIFICATION OF SELECTION OF ONESTOP ASSURANCE PAC

AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020

AND THE FISCAL YEAR ENDED DECEMBER 31, 2021

The audit committee of the Board (the “Audit Committee”), which is composed entirely of independent directors, has selected and re-appointed OneStop Assurance PAC (“OneStop”), independent registered public accounting firm, to audit our financial statements for the fiscal year ended December 31, 2020 and fiscal year ended December 31, 2021. Ratification of the selection of OneStop by shareholders is not required by law. However, as a matter of good corporate practice, such selection is being submitted to the shareholders for ratification at the 2022 Annual Meeting. If the shareholders do not ratify the selection, the Board and the Audit Committee will reconsider whether or not to retain OneStop, but may, in their discretion, retain OneStop. Even if the selection is ratified, the Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such change would be in the best interests of the Company and its shareholders.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

“Audit-related fees” are the aggregate fees billed for assurance and related and are not reported under audit fees. These fees primarily include accounting consultations regarding the accounting treatment of matters that occur in the regular course of business, implications of new accounting pronouncements and other accounting issues that occur from time to time.

“Tax fees” include fees for professional services rendered by our independent registered public accounting firm for tax compliance and tax advice on actual or contemplated transactions.

“Other fees” include fees for services rendered by our independent registered public accounting firm with respect to government incentives and other matters.

The policy of our audit committee is to pre-approve all audit and non-audit services provided by our independent auditor including audit services, audit-related services, tax services and other services.

Our Audit Committee evaluated and approved in advance the scope and cost of the engagement of an auditor before the auditor rendered its audit and non-audit services. 

THE BOARD OF DIRECTORS AND THE AUDIT COMMITTEE RECOMMEND

A VOTE FOR RATIFICATION OF SELECTION AND RE-APPOINTMENT OF ONESTOP ASSURANCE PAC

AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020

AND THE FISCAL YEAR ENDED DECEMBER 31, 2021

PROPOSAL NO. 2

APPROVAL OF

THE INCREASE IN THE AUTHORIZED SHARE CAPITAL OF THE COMPANY

As of the date of this Notice, the authorized share capital of the Company was US$500,000 divided into 300,000,000 Ordinary Shares, of which 206,141,561 Shares were in issue.

In order to (i) accommodate future expansion and development of the Company; and to provide the Company with greater flexibility to raise funds by allotting and issuing shares in the future as and when necessary, the Board proposes to increase the authorized share capital of the Company from US$500,000 divided into 300,000,000 shares of a par value of US$0.00166667 each to US$16,666,700 divided into 10,000,000,000 shares of par value of US$0.00166667 each by the creation of an additional 9,700,000,000 shares of par value of US$0.00166667 each (the “Increase in Authorized Share Capital”).

Upon the Increase in Authorized Share Capital becoming effective and assuming no shares are issued or repurchased from the date of this Notice up to the date of the Meeting to be convened on December 5, 2022, the authorized share capital of the Company will be US$16,666,700 divided into 10,000,000,000 shares of par value of US$0.00166667 each, with 206,141,561 Ordinary Shares in issue and 9,793,858,439 Ordinary Shares authorized but unissued. The new Ordinary Shares authorized to be allotted and issued by the Company shall rank pari passu with the existing Ordinary Shares upon issue.

As at the date of this Notice, the Board had no present intention to issue any part of the proposed increased authorized share capital of the Company.

Shareholders of the Company will be asked at the Meeting to consider and, if thought advisable, to approve, confirm and ratify by means of an ordinary resolution, the Amendment. The resolution shareholders will be asked to approve is as follows:

WHEREAS the board of directors of the Company proposed to increase the authorized share capital from US$500,000 divided into 300,000,000 shares of a par value of US$0.00166667 each to US$16,666,700 divided into 10,000,000,000 shares of par value of US$0.00166667 each by the creation of an additional 9,700,000,000 shares of par value of US$0.00166667 each (the “Proposal”); and

IT IS HEREBY RESOLVED, that the Proposal be approved and submitted for shareholder approval at the AGM. 

Director Discretion

The Board has unanimously approved the Increase in Authorized Share Capital and recommends that shareholders vote in favor of the Increase in Authorized Share Capital, and the persons named in the enclosed form of proxy intend to vote for the approval of the foregoing resolution at the Meeting unless otherwise directed by the shareholders appointing them.

THE BOARD OF DIRECTORS CONSIDERS THE APPROVAL OF THE INCREASE OF
AUTHORIZED SHARE CAPITAL TO BE IN THE BEST INTERESTS OF THE COMPANY AND  

RECOMMEND THAT SHAREHOLDERS VOTE FOR THE FOREGOING RESOLUTION.

OTHER MATTERS

The Board of Directors 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 of Directors may recommend.

Date: November 4, 2022

POWERBRIDGE TECHNOLOGIES CO., LTD.

Advanced Business Park, 9th Fl, Bldg C2,

29 Lanwan Lane, Hightech District,

Zhuhai, Guangdong 519080, China

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held at 3:00 a.m. on December 5, 2022 (EST)

(Record Date – October 24, 2022)

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Stewart Lor, as proxy of the undersigned, with full power to appoint their substitute, and hereby authorizes them to represent and to vote all the shares of stock of Powerbridge Technologies Co., Ltd. (the “Company”) which the undersigned is entitled to vote, as specified below on this card, at the Annual Meeting of Shareholders of the Company on December 5, 2022, at 3:00 a.m., EST, at Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, Hightech District, Zhuhai, Guangdong 519080, China and at any adjournment or postponement thereof.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS FOR EACH OF THE PROPOSALS. This proxy authorizes the above designated proxy to vote in their discretion on such other business as may properly come before the meeting or any adjournments or postponements thereof to the extent authorized by Rule 14a-4(c) promulgated under the Securities Exchange Act of 1934, as amended.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” OF
PROPOSALS 1 AND 2 SET FORTH BELOW.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.

PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK

PROPOSAL 1: To ratify the selection and re-appointment of Onestop Assurance PAC as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2020 and the fiscal year ending December 31, 2021.

PROPOSAL 2: To approve the increase in the authorized share capital of the Company from US$500,000 divided into 300,000,000 shares of a par value of US$0.00166667 each to US$16,666,700 divided into 10,000,000,000 shares of par value of US$0.00166667 each by the creation of an additional 9,700,000,000 shares of par value of US$0.00166667 each.

Please indicate if you intend to attend this meeting ☐ YES ☐ NO

Signature of Shareholder: ______________________________

Date: ______________________________

Name shares held in (Please print): _________________________ Account Number (if any): ____________________________

No. of Shares Entitled to Vote: ____________________________ Stock Certificate Number(s): _________________________

Note:  Please sign exactly as your name or names appear in the Company’s stock transfer books. 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 duly authorized officer, giving full title as such.

If the signer is a partnership, please sign in partnership name by authorized person.

Please provide any change of address information in the spaces below in order that we may update our records:

Address: ______________________________________________________

______________________________________________________

10

Exhibit 99.4

POWERBRIDGE TECHNOLOGIES CO., LTD.

Advanced Business Park, 9th Fl, Bldg C2,

29 Lanwan Lane, Hightech District,

Zhuhai, Guangdong 519080, China 

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held at 3:00 a.m. on December 5, 2022 (EST)

(Record Date – October 24, 2022)

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Stewart Lor, as proxy of the undersigned, with full power to appoint their substitute, and hereby authorizes them to represent and to vote all the shares of stock of Powerbridge Technologies Co., Ltd. (the “Company”) which the undersigned is entitled to vote, as specified below on this card, at the Annual Meeting of Shareholders of the Company on December 5, 2022, at 3:00 a.m., EST, at Advanced Business Park, 9th Fl, Bldg C2, 29 Lanwan Lane, Hightech District, Zhuhai, Guangdong 519080, China and at any adjournment or postponement thereof.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS FOR EACH OF THE PROPOSALS. This proxy authorizes the above designated proxy to vote in their discretion on such other business as may properly come before the meeting or any adjournments or postponements thereof to the extent authorized by Rule 14a-4(c) promulgated under the Securities Exchange Act of 1934, as amended.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” OF PROPOSALS 1 AND TO 2 SET FORTH BELOW.

PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.

PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK

PROPOSAL 1: To ratify the selection and re-appointment of Onestop Assurance PAC as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2020 and the fiscal year ending December 31, 2021.

PROPOSAL 2: To consider and vote upon an ordinary resolution to increase the authorized share capital of the Company from US$500,000 divided into 300,000,000 shares of a par value of US$0.00166667 each to US$16,666,700 divided into 10,000,000,000 shares of par value of US$0.00166667 each by the creation of an additional 9,700,000,000 shares of par value of US$0.00166667 each.

Please indicate if you intend to attend this meeting ☐ YES ☐ NO

Signature of Shareholder: ______________________________

Date: ______________________________

Name shares held in (Please print): _________________________ Account Number (if any): ____________________________

No. of Shares Entitled to Vote: ____________________________ Stock Certificate Number(s): _________________________

If the signer is a corporation, please sign full corporate name by duly authorized officer, giving full title as such.

If the signer is a partnership, please sign in partnership name by authorized person.

Please provide any change of address information in the spaces below in order that we may update our records:

Address: ______________________________________________________

______________________________________________________