UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2023
Commission file number: 001-40543
Pop Culture Group Co., Ltd
3rd Floor, No. 168 Fengqi Road
Jimei District, Xiamen City, Fujian Province
The People’s Republic of China
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒
Form 40-F ☐
In connection with the Extraordinary
General Meeting of Shareholders (the “Meeting”) of Pop Culture Group Co., Ltd, a company incorporated under the laws of the
Cayman Islands (the “Company”), the Company hereby furnishes the notice and proxy statement of the Meeting and the form of
proxy card as Exhibits 99.1 and 99.2, respectively.
Exhibits
SIGNATURES
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 thereunto
duly authorized.
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Pop Culture Group Co., Ltd |
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| Date: September 22, 2023 |
By: |
/s/ Zhuoqin Huang |
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Zhuoqin Huang |
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Chief Executive Officer, Director, and Chairman of the Board of Directors |
2
Exhibit 99.1
Pop Culture Group Co., Ltd
(incorporated in the Cayman Islands with limited
liability)
(Nasdaq: CPOP)
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN THAT the extraordinary
general meeting (the “Meeting”) of the shareholders of Pop Culture Group Co., Ltd (the “Company”)
will be held on October 9, 2023, at 9:00 a.m., Eastern Time at 3rd Floor, No. 168 Fengqi Road, Jimei District, Xiamen City,
Fujian Province, the People’s Republic of China.
The Meeting and any or all adjournments thereof
will be held for the following purposes:
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to authorize the Company’s board of directors to effect a consolidation of the Company’s authorized and issued share capital, at a ratio of 10-for-1 (the “Share Consolidation”); and |
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that, subject to approval by the shareholders of Proposal No. 1, and entirely conditional upon the effectiveness of the Share Consolidation, with effect as of the date the Company’s board of directors may determine in its sole discretion, the Company adopt a second amended and restated memorandum of association to reflect the Share Consolidation (in substantially the form set out in Annex A), in substitution for and to the exclusion of, the existing amended and restated memorandum of association of the Company in effect immediately prior to the effectiveness of the Share Consolidation (the “Second Amended and Restated Memorandum”). |
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The Company’s board of directors has fixed
the close of business on September 22, 2023 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 the Class A ordinary shares and Class
B ordinary shares of the Company on the Record Date are entitled to receive notice of and to vote at the Meeting or any adjournment thereof.
Shareholders may obtain a copy of the proxy materials,
including the Company’s 2022 annual report, from the Company’s website at cpop.cn.
Management is soliciting proxies. Shareholders
who are entitled to attend and vote at the Meeting or any adjournment thereof are entitled to appoint one or more proxies to attend and
vote on that shareholder’s behalf. Shareholders who wish to appoint a proxy are requested to complete, date, and sign the enclosed form
of proxy in accordance with the instructions set out in the form of proxy and in the proxy statement accompanying this Notice and (i)
vote it online at www.transhare.com, (ii) vote it by email at akotlova@bizsolaconsulting.com, (iii) vote it by fax at (727) 269-5616,
or (iv) mail it or deposit it to Attn: Anna Kotlova, Transhare Corporation, Bayside Center 1, 17755 North US Highway 19, Suite # 140,
Clearwater FL 33764.
For the proxy to be valid, the duly completed
and signed form of proxy must be received before the time appointed for holding the Meeting or any adjournment of the Meeting. A shareholder
may appoint as his, her, or its proxy a person other than those named in the enclosed form of proxy. A proxy needs not be a shareholder
of the Company.
| By Order of the Board of Directors, |
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| /s/ Zhuoqin Huang |
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| Zhuoqin Huang |
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| Chief Executive Officer, Director, and Chairman of the Board of Directors |
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Xiamen, China
September 22, 2023
POP CULTURE GROUP CO., LTD
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
October 9, 2023
9:00 a.m., Eastern Time
PROXY STATEMENT
The board of directors (the “Board of
Directors”) of Pop Culture Group Co., Ltd (the “Company”) is soliciting proxies for the extraordinary general
meeting of shareholders (the “Meeting”) of the Company to be held on October 9, 2023, at 9:00 a.m., Eastern Time at
3rd Floor, No. 168 Fengqi Road, Jimei District, Xiamen City, Fujian Province, the People’s Republic of China.
Registered shareholders and duly appointed proxyholders
will be able to attend, participate, and vote at the Meeting. Beneficial shareholders who hold their ordinary shares through a broker,
investment dealer, bank, trust corporation, custodian, nominee, or other intermediary who have not duly appointed themselves as proxyholders
will be able to attend as guest, but will not be able to participate in or vote at the Meeting.
Only holders of the Class A and Class B ordinary
shares of the Company of record at the close of business on September 22, 2023 (the “Record Date”) are entitled to
attend and vote at the Meeting or at any adjournment thereof. The shareholders entitled to vote and present in person or by proxy or (in
the case of a shareholder being a corporate entity) by its duly authorized representative representing not less than one-third of the
outstanding ordinary shares carrying the right to vote at the Meeting shall form a quorum.
Any shareholder entitled to attend and vote at
the Meeting is entitled to appoint a proxy to attend and vote on such shareholder’s behalf. A proxy needs not be a shareholder of
the Company. Each holder of the Company’s Class A ordinary shares shall be entitled to one vote in respect of each Class A ordinary
share held by such holder on the Record Date, and each holder of the Company’s Class B ordinary shares shall be entitled to seven
votes in respect of each Class B ordinary share held by such holder on the Record Date.
PROPOSALS TO BE VOTED ON
At the Meeting, resolutions will be proposed as
follows:
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as an ordinary resolution, to authorize the Board of Directors to effect a consolidation of the Company’s authorized and issued share capital, at a ratio of 10-for-1 (the “Share Consolidation”); and |
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as a special resolution that, subject to approval by the shareholders of Proposal No. 1, and entirely conditional upon the effectiveness of the Share Consolidation, with effect as of the date the Company’s board of directors may determine in its sole discretion, the Company adopt a second amended and restated memorandum of association to reflect the Share Consolidation (in substantially the form set out in Annex A), in substitution for and to the exclusion of, the existing amended and restated memorandum of association of the Company in effect immediately prior to the effectiveness of the Share Consolidation (the “Second Amended and Restated Memorandum”). |
The Board of Directors recommends a vote “FOR”
each of the Proposals No. 1 to No. 2.
VOTING PROCEDURE FOR HOLDERS OF ORDINARY SHARES
Shareholders entitled to vote at the Meeting may
do so at the Meeting. Shareholders who are unable to attend the Meeting or any adjournment thereof and who wish to ensure that their ordinary
shares will be voted are requested to complete, date, and sign the enclosed form of proxy in accordance with the instructions set out
in the form of proxy and in the proxy statement accompanying this Notice (i) vote it online at www.transhare.com, (ii) vote it by email
at akotlova@bizsolaconsulting.com, (iii) vote it by phone at (727) 269-5616, or (iv) mail it or deposit it to Attn: Anna Kotlova, Transhare
Corporation, Bayside Center 1, 17755 North US Highway 19, Suite # 140, Clearwater FL 33764.
ANNUAL REPORT TO SHAREHOLDERS
Pursuant to the Marketplace Rules of Nasdaq Stock
Market (“Nasdaq”), 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 annual report for the year ended June 30, 2022 on Form
20-F (the “2022 Annual Report”) has been filed with the U.S. Securities and Exchange Commission. 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 the Company’s 2022 Annual Report to shareholders by visiting the Company’s website at cpop.cn. If you want to receive
a paper or email copy of the Company’s 2022 Annual Report to shareholders, you must request one. There is no charge to you for requesting
a copy. Please make your request for a copy to the Investor Relations counsel of the Company, at bodo@cpop.cn.
QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY
GENERAL MEETING OF SHAREHOLDERS
The following questions and answers are intended
to address briefly some commonly asked questions regarding the Meeting. These questions and answers may not address all of the questions
that may be important to you as a shareholder. To better understand these matters, you should carefully read this entire proxy statement.
Q: Why am I receiving this proxy statement?
A: The Company is holding an extraordinary general
meeting of shareholders to approve the Share Consolidation and the Second Amended and Restated Memorandum of Association (to reflect the
Share Consolidation, if approved by shareholders and subsequently implemented by the Board of Directors).
The Company has included in this proxy statement
important information about the Meeting. You should read this information carefully and in its entirety. The enclosed voting materials
allow you to vote your shares without attending the Meeting. Your vote is very important and the Company encourages you to submit your
proxy as soon as possible.
Q: What proposals are the shareholders being asked to consider?
A: The shareholders are being asked:
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to authorize the Board of Directors to effect a consolidation of the Company’s authorized and issued share capital, at a ratio of 10-for-1; and |
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that, subject to approval by the shareholders of Proposal No. 1, and entirely conditional upon the effectiveness of the Share Consolidation, with effect as of the date the Company’s board of directors may determine in its sole discretion, the Company adopt a second amended and restated memorandum of association to reflect the Share Consolidation (in substantially the form set out in Annex A), in substitution for and to the exclusion of, the existing amended and restated memorandum of association of the Company in effect immediately prior to the effectiveness of the Share Consolidation. |
Q: What are the recommendations of the Board
of Directors?
A: THE BOARD OF DIRECTORS HAS DETERMINED THAT
THE SHARE CONSOLIDATION AND THE SECOND AMENDED AND RESTATED MEMORANDUM ARE ADVISABLE AND IN THE BEST INTERESTS OF THE COMPANY AND ITS
SHAREHOLDERS AND HAS UNANIMOUSLY APPROVED THE PROPOSALS DESCRIBED HEREIN. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS
VOTE “FOR” ALL OF THESE PROPOSALS.
Q: When and where will the Meeting be held?
A: The Meeting will be held on October
9, 2023 at 9:00 a.m., Eastern Time at 3rd Floor, No. 168 Fengqi Road, Jimei District, Xiamen City, Fujian Province, the People’s
Republic of China.
Q: Who is entitled to vote at the Meeting?
A: The Record Date for the Meeting
is September 22, 2023. Only holders of Class A ordinary shares and Class B ordinary shares of the Company as of the close of business
on the Record Date are entitled to both notice of, and to vote at, the Meeting or any adjournment or postponement thereof. As of the Record
Date, there were 18,286,923 Class A ordinary shares and 5,763,077 Class B ordinary shares outstanding. Each holder of the Company’s
Class A ordinary shares shall be entitled to one vote in respect of each Class A ordinary share held by such holder on the Record Date,
and each holder of the Company’s Class B ordinary shares shall be entitled to seven votes in respect of each Class B ordinary share
held by such holder on the Record Date.
Q: What constitutes a quorum for the Meeting?
A: At the Meeting, the shareholders
entitled to vote and present in person or by proxy or (in the case of a shareholder being a corporate entity) by its duly authorized representative
representing not less than one-third of the outstanding ordinary shares carrying the right to vote at the Meeting shall form a quorum.
Q: How many votes are required to approve the proposals?
A: The approval of Proposal No. 1
requires the affirmative vote of a simple majority of votes cast by shareholders as, being entitled to do so, vote in person or, by proxy
or, in the case of a shareholder being a corporation, by its duly authorized representative. The approval of Proposal No. 2 requires the
affirmative vote of not less than a two-thirds majority of votes cast by shareholders as, being entitled to do so, by a vote in person,
by proxy, or, in the case of a shareholder being a corporation, by its duly authorized representative. A properly executed proxy card
marked “Abstain” with respect to this proposal will not be voted.
Proposal No. 2 is entirely conditional upon shareholder
approval of Proposal No. 1.
Q: How do the shareholders vote?
A: The shareholders have four voting
options. You may vote using one of the following methods:
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(1) |
By Internet, which the Company encourages if you have Internet access, at www.transhare.com; |
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By email at akotlova@bizsolaconsulting.com; |
| (3) | By phone at (727) 269-5616;
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| (4) | By mail or deposit to Attn:
Anna Kotlova, Transhare Corporation, Bayside Center 1, 17755 North US Highway 19, Suite # 140, Clearwater FL 33764. |
Q: How can I attend the Meeting?
A: The Meeting is open to all holders
of the Company’s ordinary shares as of the Record Date and all duly appointed proxyholders. You may attend the Meeting in person
at 3rd Floor, No. 168 Fengqi Road, Jimei District, Xiamen City, Fujian Province, China.
Q: May shareholders ask questions at the Meeting?
A: Yes. Representatives of the Company
will answer questions of general interest at the end of the Meeting.
Q: If my shares are held in “street name”
by a broker or other nominee, will my broker or nominee vote my shares for me?
A: Your broker or other nominee does
not have authority to vote on non-routine matters. All of the proposals presented at the Meeting are considered non-routine matters. Your
broker or other nominee will vote your shares held by it in “street name” with respect to these matters only if you provide
instructions to it on how to vote.
Q: What if I do not vote on the matters relating to the proposals?
A: If you fail to vote or fail to
instruct your broker or other nominee how to vote on any of the proposals, it will have no effect on such proposals. It will be treated
as a “non-vote.”
Q: May I change my vote after I have delivered
my proxy or voting instruction card?
A: Yes. You may change your vote at
any time before your proxy is voted at the Meeting. You may do this in one of three ways:
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by sending a completed proxy card bearing a later date than your original proxy card and mailing it so that it is received prior to the Meeting; |
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by logging on to the Internet website specified on your proxy card in the same manner you would submit your proxy electronically or by calling the telephone number specified on your proxy card, in each case if you are eligible to do so and following the instructions on the proxy card; or |
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by attending the Meeting in person at 3rd Floor, No. 168 Fengqi Road, Jimei District, Xiamen City, Fujian Province, the People’s Republic of China, and casting your votes. |
Your attendance alone will not revoke any proxy.
If your shares are held in an account at a broker
or other nominee, you should contact your broker or other nominee to change your vote.
Q: Do I have appraisal rights?
A: The shareholders do not have appraisal
rights with respect to the matters to be voted upon at the Meeting.
Q: Whom should I call if I have questions about the proxy materials
or voting procedures?
A: If you have questions about the
proposals, or if you need assistance in submitting your proxy or voting your shares or need additional copies of this proxy statement
or the enclosed proxy card, you should contact the Company, 3rd Floor, No. 168 Fengqi Road, Jimei District, Xiamen City, Fujian Province,
People’s Republic of China, or call +(86)- 592-5968189. If your shares are held in a stock brokerage account or by a bank or other
nominee, you should contact your broker, bank, or other nominee for additional information.
Q: What do I need to do now?
A: After carefully reading and considering
the information contained in this proxy statement, please vote your shares as soon as possible, so that your shares will be represented
at the Meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by the record holder
if your shares are held in the name of your broker or other nominee.
Q: Who is paying for the expenses involved
in preparing and mailing this proxy statement?
A: All of the expenses involved in
preparing, assembling, and mailing these proxy materials and all costs of soliciting proxies will be paid for by the Company. In addition
to the solicitation by mail, proxies may be solicited by the Company’s officers and other employees by telephone or in person. Such
persons will receive no compensation for their services other than their regular salaries. Arrangements will also be made with brokerage
houses and other custodians, nominees and fiduciaries to forward solicitation materials to the beneficial owners of the shares held of
record by such persons, and the Company may reimburse such persons for reasonable out of pocket expenses incurred by them in so doing.
PROPOSAL NO. 1
SHARE CONSOLIDATION
To consider and approve a proposal to authorize
the Board of Directors to effect a consolidation of the Company’s authorized and issued shares, at a ratio of 10-for-1.
General
The Board of Directors believes that it is in
the best interest of the Company and the shareholders, and is hereby soliciting shareholder approval, to effect a share consolidation
of the Company’s authorized and issued shares, at a ratio of 10-for-1 (the “Share Consolidation”), on such date
as the Board of Directors shall determine (the “Effective Date”).
The Share Consolidation must be passed by ordinary
resolution which requires the affirmative vote of a simple majority of the votes cast by such shareholders as, being entitled to do so,
vote in person or, where proxies are allowed, by proxy or, in the case of corporations, by their duly authorized representative, at the
Meeting. If the Company’s shareholders approve this proposal, the Board of Directors will have authority to implement the Share
Consolidation at any time after the approval of the Share Consolidation, at a ratio of 10-for-1.
The Share Consolidation will be implemented simultaneously
for all authorized, issued, and outstanding shares. The Share Consolidation will affect all shareholders uniformly and will have no effect
on the proportionate holdings of any individual shareholder, with the exception of adjustments related to the treatment of fractional
shares (see below under the subheading “Fractional Shares”).
The Share Consolidation would reduce the number
of:
| (i) | authorized ordinary shares from 44,000,000 Class A ordinary
shares of par value USD0.001 each and 6,000,000 Class B Ordinary Shares of par value USD0.001 each to 4,400,000 Class A ordinary shares
of par value USD0.01 each and 600,000 Class B ordinary shares of par value USD0.01 each; |
| (ii) | issued and outstanding ordinary shares from 18,286,923 Class
A ordinary shares of par value USD0.001 each and 5,763,077 Class B ordinary shares of par value USD0.001 each to approximately 1,828,693
Class A ordinary shares of par value USD0.01 each and approximately 576,308 Class B ordinary shares of par value USD0.01 each. |
Purpose of the Share Consolidation
The Company’s Class A ordinary shares are
currently listed on Nasdaq under the symbol “CPOP.” Among other requirements, the listing maintenance standards established
by Nasdaq require the ordinary shares to have a minimum closing bid price of at least $1.00 per share. Pursuant to the Nasdaq Marketplace
Rule 5450(a)(a) (the “Minimum Bid Price Rule”), if the closing bid price of the Class A ordinary shares is not
equal to or greater than $1.00 for 30 consecutive business days, Nasdaq will send a deficiency notice to the Company. Thereafter, if the
Class A ordinary shares do not close at a minimum bid price of $1.00 or more for 10 consecutive business days within 180 calendar days
of the deficiency notice, Nasdaq may determine to delist the Class A ordinary shares.
On November 21, 2022, the Company received a written
notification from Nasdaq notifying the Company that it was not in compliance with the Minimum Bid Price Rule, and the Company was provided
180 calendar days, or until May 16, 2023, to regain compliance.
The Company did not regain compliance with the
Minimum Bid Price Rule. However, on May 5, 2023, the Company applied to transfer its Class A ordinary shares to The Nasdaq Capital Market
, as allowed under the Nasdaq Listing Rules.
On May 17, 2023, Nasdaq notified the Company that
its transfer from the Nasdaq Global Market to the Nasdaq Capital Market was approved, and that it was eligible for an additional 180 calendar
day period, or until November 13, 2023 (the “Extended Compliance Date”), to regain compliance with the Minimum Bid Price Rule.
Effective at the opening of business on May 18, 2023, the Company’s Class A ordinary shares were transferred to the Nasdaq Capital
Market.
To regain compliance with the Minimum Bid Price
Rule by November 13, 2023, the Board of Directors determined that it was in the best interest of the Company to solicit the approval of
the shareholders to effect a share consolidation of the Company’s shares. The Board of Directors believes that without receiving
the shareholders’ approval and without the closing price of the Class A ordinary shares otherwise meeting the $1.00 minimum closing
bid price requirement, the Company’s Class A ordinary shares will likely be delisted from Nasdaq.
In the event the Class A ordinary shares were
to be no longer eligible for continued listing on Nasdaq, the Company could be forced to seek to be traded on the OTC Bulletin Board or
in the “pink sheets.” These alternative markets are generally considered to be less efficient than, and not as broad as, Nasdaq,
and therefore less desirable. Accordingly, the Board of Directors believes delisting of the Class A ordinary shares would likely have
a negative impact on the liquidity and market price of the Class A ordinary shares and may increase the spread between the “bid”
and “ask” prices quoted by market makers.
The Board of Directors has considered the potential
harm to the Company of a delisting from Nasdaq and believes that delisting could, among other things, adversely affect (i) the trading
price of the Class A ordinary shares and (ii) the liquidity and marketability of the Class A ordinary shares. This could reduce the ability
of holders of the Class A ordinary shares to purchase or sell Class A ordinary shares as quickly and as inexpensively as they have done
historically.
Delisting could also adversely affect the Company’s
relationships with customers, who may perceive the Company’s business less favorably, which would have a detrimental effect on the
Company’s relationships with these entities.
Furthermore, if the Class A ordinary shares were
to be no longer listed on Nasdaq, it may reduce the Company’s access to capital and cause the Company to have less flexibility in
responding to its capital requirements. Certain institutional investors may also be less interested or prohibited from investing in the
Class A ordinary shares, which may cause the market price of the Class A ordinary shares to decline.
Registration and Trading
of the Company’s Class A ordinary shares
The Share Consolidation will not affect the registration
of the Company’s Class A ordinary shares or the Company’s obligation to publicly file financial and other information with
the U.S. Securities and Exchange Commission (the “SEC”). When the Share Consolidation is implemented, the Company’s
Class A ordinary shares will begin trading on a post-split basis on the Effective Date that the Company announces by press release. In
connection with the Share Consolidation, the CUSIP number of the Company’s Class A ordinary shares (which is an identifier used
by participants in the securities industry to identify the Company’s Class A ordinary shares) will change.
Fractional Shares
No fractional shares will be issued to any shareholders
in connection with the Share Consolidation. Any fractional shares resulting from the Share Consolidation shall be rounded up such that
each shareholder will be entitled to receive one ordinary share in lieu of the fractional share that would have resulted from the Share
Consolidation.
Authorized Shares
At the time the Share Consolidation is effective,
the Company’s authorized shares will be consolidated at the same ratio meaning there will be a reduction in the number of the authorized
shares in the Company by a factor of 10 (as set out above under the subheading “General”).
Street Name Holders of Class A ordinary shares
The Company intends for the Share Consolidation
to treat shareholders holding Class A ordinary shares in street name through a nominee (such as a bank or broker) in the same manner as
shareholders whose shares are registered in their names. Nominees will be instructed to effect the Share Consolidation for their beneficial
holders. However, nominees may have different procedures. Accordingly, shareholders holding Class A ordinary shares in street name should
contact their nominees.
Share Certificates
Mandatory surrender of certificates is not required
by the Company’s shareholders. The Company’s transfer agent will adjust the record books of the Company to reflect the Share
Consolidation as of the Effective Date. New certificates will not be mailed to shareholders.
Resolution
The Board of Directors proposes to solicit shareholder
approval to effect a Share Consolidation as a matter of Cayman Islands law of the Company’s authorized and issued shares at a ratio
of 10-for-1. The resolutions be put to the shareholders to consider and to vote upon at the Meeting in relation to the Share Consolidation
are:
“IT
IS HEREBY RESOLVED, as ordinary resolutions, that:
| 1. | conditional upon the approval of the Board of Directors in its sole discretion, with effect as of the
date the Board of Directors of the Company may determine: |
| a. | the authorized, issued, and outstanding shares of the Company (collectively,
the “Shares”) be consolidated by consolidating each 10 Shares of the Company into 1 Share of the Company, with
such consolidated Shares having the same rights and being subject to the same restrictions (save as to nominal value) as the existing
Shares in the capital of the Company as set out in the amended and restated memorandum of association (the “Share Consolidation”);
and |
| b. | no fractional Shares be issued in connection with the Share Consolidation and,
in the event that a shareholder would otherwise be entitled to receive a fractional Share upon the Share Consolidation, the number of
Shares to be received by such shareholder be rounded up to the next highest whole number of Shares; and |
| 2. | any one director or officer of the Company be and is hereby authorized, for and on behalf of the
Company, to do all such other acts or things necessary or desirable to implement, carry out, and give effect to the Share Consolidation,
if and when deemed advisable by the Board of Directors in its sole discretion. |
Vote Required to Approve Proposal No. 1
Proposal No. 1 will be approved only if it receives
the affirmative vote of at least a simple majority of the votes cast at the Meeting by the shareholders present in person or represented
by proxy and entitled to vote on the proposal, either in person, by proxy or by authorized representative, assuming a quorum is attained.
THE BOARD OF DIRECTORS RECOMMEND
A VOTE FOR
THE SHARE CONSOLIDATION
PROPOSAL NO. 2
SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION
TO REFLECT THE SHARE CONSOLIDATION
Subject to approval by shareholders of Proposal
No. 1 (the Share Consolidation) and entirely conditional upon the effectiveness of Proposal No. 1, to consider and approve the adoption
of a second amended and restated memorandum of association to reflect the new authorized share capital of the Company resulting from the
Share Consolidation, with effect as of the date the Board of Directors may determine in its sole discretion.
The only substantive change to be made to the
Company’s amended and restated memorandum of association pursuant to this Proposal No. 2 is to update paragraph 8 of the amended and restated
memorandum of association, such paragraph describing the authorized share capital of the Company.
A draft of the form of the second amended and
restated memorandum of association, showing the changes to be made to the amended and restated memorandum of association (assuming this
will be adopted by shareholders by approving Proposal No. 2 at this Meeting), is attached at Annex A of this proxy statement.
Vote Required to Approve Proposal No. 2
Proposal No. 2 will be approved only if it receives
the affirmative vote of at least a two-thirds majority of the votes cast at the Meeting by the shareholders present in person or represented
by proxy and entitled to vote on the proposal, either in person, by proxy or by authorized representative, assuming a quorum is attained.
Proposal No. 2 is entirely conditional upon approval
by shareholders of Proposal No. 1 (the Share Consolidation) and the implementation of the Share Consolidation by the Board of Directors.
Resolution
The Board of Directors proposes to solicit shareholder
approval to adopt a second amended and restated memorandum of association to reflect the Share Consolidation, conditioned upon the effectiveness
of the Share Consolidation, with such date of effectiveness to be determined by the Board of Directors in its sole discretion. The resolution
be put to the shareholders to consider and to vote upon at the Meeting in relation to adopting a second amended and restated memorandum
of association of the Company is:
“IT IS HEREBY RESOLVED, as a special resolution that, subject to approval by the shareholders of Proposal No. 1 (the Share Consolidation), and entirely conditional upon the effectiveness of the Share Consolidation, with effect as of the date the Company’s board of directors may determine in its sole discretion, the Company adopt a second amended and restated memorandum of association to reflect the Share Consolidation (in substantially the form set out in Annex A), in substitution for and to the exclusion of, the amended and restated memorandum of association of the Company in effect immediately prior to effectiveness of the Share Consolidation.”
THE BOARD OF DIRECTORS RECOMMEND
A VOTE FOR
THE SECOND AMENDED AND RESTATED MEMORANDUM OF
ASSOCIATION OF THE COMPANY TO REFLECT THE SHARE CONSOLIDATION
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.
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By order of the Board of Directors |
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| Date: September 22, 2023 |
/s/ Zhuoqin Huang |
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Zhuoqin Huang |
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Chief Executive Officer, Director, and Chairman of the Board of Directors |
ANNEX A
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Companies Act (Revised)
Company Limited by Shares
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SECOND AMENDED AND RESTATED
memorandum of association
OF
Pop Culture Group Co., Ltd
普普文化集团有限公司
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(Adopted by special resolution passed on [●]
October 2023) |
Companies Act (Revised)
Company Limited by Shares
Second Amended and Restated Memorandum of
Association
of
Pop Culture Group Co., Ltd
1 普普文化集团有限公司
(Adopted by special
resolution passed on [●] October 2023)
| 1 | The name of the Company is Pop Culture Group Co., Ltd. |
| 2 | The Company’s registered office is at Harneys Fiduciary (Cayman) Limited, 4th Floor, Harbour Place, 103
South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands or at such other place in the Cayman Islands as the directors
may at any time decide. |
| 3 | The Company’s objects are unrestricted. As provided by section 7(4) of the Companies Act (Revised), the
Company has full power and authority to carry out any object not prohibited by any law of the Cayman Islands. |
| 4 | The Company has unrestricted corporate capacity. Without limitation to the foregoing, as provided by section
27(2) of the Companies Act (Revised), the Company has and is capable of exercising all the functions of a natural person of full capacity
irrespective of any question of corporate benefit. |
| 5 | Nothing in any of the preceding paragraphs permits the Company to carry on any of the following businesses
without being duly licensed, namely: |
| (a) | the business of a bank or trust company without being licensed in that behalf under the Banks and Trust
Companies Act (Revised); or |
| (b) | insurance business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent
or broker without being licensed in that behalf under the Insurance Act (Revised); or |
| (c) | the business of company management without being licensed in that behalf under the Companies Management
Act (Revised). |
| 6 | Unless licensed to do so, the Company will not trade in the Cayman Islands with any person, firm or corporation
except in furtherance of its business carried on outside the Cayman Islands. Despite this, the Company may effect and conclude contracts
in the Cayman Islands and exercise in the Cayman Islands any of its powers necessary for the carrying on of its business outside the Cayman
Islands. |
| 7 | The Company is a company limited by shares and accordingly the liability of each member is limited to
the amount (if any) unpaid on that member’s shares. |
| 8 | The share capital of the Company is USD50,000 divided into 4,400,000 Class A Ordinary Shares of par value
USD0.01 each and 600,000 Class B Ordinary Shares of par value USD0.01 each. Subject to the Companies Act (Revised) and the Company’s articles
of association, the Company has power to do any one or more of the following: |
| (a) | to redeem or repurchase any of its shares; and |
| (b) | to increase or reduce its capital; and |
| (c) | to issue any part of its capital (whether original, redeemed, increased or reduced): |
| (i) | with or without any preferential, deferred, qualified or special rights, privileges or conditions; or |
| (ii) | subject to any limitations or restrictions |
and unless the condition of issue expressly
declares otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise) is subject to this power; or
| (d) | to alter any of those rights, privileges, conditions, limitations or restrictions. |
| 9 | The Company has power to register by way of continuation as a body corporate limited by shares under the
laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands. |
14
Exhibit 99.2
Pop Culture Group Co., Ltd (the “Company”)
PROXY FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
The undersigned shareholder of the Company, hereby
acknowledges receipt of the Notice of Extraordinary General Meeting of Shareholders (the “Meeting”) and the Proxy Statement,
each dated September 22, 2023, and hereby appoints ____________________________________ of _______________________________ or, if no person
is otherwise specified, the chairman of the Meeting, as proxy, with full power of substitution, on behalf and in the name of the undersigned,
to represent the undersigned at the Meeting of the Company to be held on October 9, 2023, at 9:00am, Eastern time, at 3rd
Floor, No. 168 Fengqi Road, Jimei District, Xiamen City, Fujian Province, the People’s Republic of China, and to vote all
ordinary shares which the undersigned would be entitled to vote if then and there personally present, on the matters set forth below (i)
as specified by the undersigned below and, (ii) in the discretion of any proxy if no direction is given and upon such other business as
may properly come before the Meeting, as set forth in the Notice of the Meeting and in the Proxy Statement furnished herewith.
This proxy when properly executed will be voted
in the manner directed herein by the undersigned shareholder. If the chairman of the Meeting is appointed as proxy and no direction is
made, this proxy will be voted FOR the proposals.
September 22, 2023
THE BOARD RECOMMENDS A VOTE FOR
ALL THE PROPOSALS.
I. As ordinary resolutions, that:
| 1. | conditional upon the approval of the Board of Directors in its sole discretion, with effect as of the date the Board of Directors
of the Company may determine: |
| a. | the authorized, issued, and outstanding shares of the Company
(collectively, the “Shares”) be consolidated by consolidating each 10 Shares of the Company into 1 Share of the Company,
with such consolidated Shares having the same rights and being subject to the same restrictions (save as to nominal value) as the existing
Shares in the capital of the Company as set out in the amended and restated memorandum of association (the “Share Consolidation”);
and |
| b. | no fractional Shares be issued in connection with the Share Consolidation and, in the event that a
shareholder would otherwise be entitled to receive a fractional Share upon the Share Consolidation, the number of Shares to be received
by such shareholder be rounded up to the next highest whole number of Shares; and |
| 2. | any one director or officer of the Company be and is hereby authorized, for and on behalf of the Company, to do all such other
acts or things necessary or desirable to implement, carry out, and give effect to the Share Consolidation, if and when deemed advisable
by the Board of Directors in its sole discretion”). |
___ FOR ___ AGAINST ___ ABSTAIN
II. As a special resolution that, subject to
approval by the shareholders of Proposal No. 1 (the Share Consolidation), and entirely conditional upon the effectiveness of the Share
Consolidation, with effect as of the date the Company's board of directors may determine in its sole discretion, the Company adopt a second
amended and restated memorandum of association to reflect the Share Consolidation (in substantially the form set out in Annex A to the
Proxy Statement), in substitution for and to the exclusion of, the amended and restated memorandum of association of the Company in effect
immediately prior to effectiveness of the Share Consolidation.
___ FOR ___ AGAINST ___ ABSTAIN
This Proxy is solicited on behalf of the management
of Pop Culture Group Co., Ltd. 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 FOR the proposals described above.
TO VOTE ONLINE: www.transhare.com click on Vote Your Proxy
Enter Your Control Number:
TO VOTE BY EMAIL: Anna Kotlova at akotlova@bizsolaconsulting.com
TO VOTE BY FAX: Please fax this proxy card to 1.727. 269.5616
TO VOTE BY MAIL: Please sign, date, and mail to
Anna Kotlova
Transhare Corporation
Bayside Center 1
17755 US Highway 19 N
Suite 140
Clearwater FL 33764
IMPORTANT: For this Proxy to be valid,
the duly completed and signed Proxy must be received before the time appointed for holding the Meeting or any adjournment of the Meeting.
Please date this Proxy and sign exactly as your
name or names appear hereon. If shares are held jointly, both owners must sign. In the case of a shareholder that is not a natural person,
this proxy card must be executed by a duly authorized officer or attorney of such entity. Executors, administrators, trustees, guardians,
and others signing in a representative capacity should give their full titles.
| Signature of Shareholder |
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| Signature of Joint Shareholder |
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| Dated: |
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