After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
The undersigned agree that this Schedule 13D, and any amendment to this Schedule 13D, relating to the Common Stock, par value $0.001 per share of DPW Holdings, Inc.
shall be filed on behalf of the undersigned.
September 23, 2019
DPW Holdings, Inc.
201 Shipyard Way, Suite E
Newport Beach, CA
92663
Attention: Corporate Secretary
Dear Sirs:
The undersigned shareholders (the “Holders”) of DPW Holdings, Inc. (the “Company”) hold in the aggregate of approximately 321,775 of the Company’s common shares entitled to vote at meetings of
shareholders, which represents 27.40% of the total number of issued and outstanding common shares of the Company as reported by the Company on its more recent Form 10-Q filed with the U.S. Securities and Exchange Commission on August 18, 2019.
Pursuant to Article 2.3 of the Company’s bylaws (the “Bylaws”), shareholders holding common shares in the aggregate entitled to cast more than 20% of the votes at a shareholder meeting are entitled to
call a special meeting of shareholders at any time.
In accordance with Article 2.3 of the Company’s Bylaws, the Holders hereby request that the Company call a special meeting of shareholders (the “Special Meeting”) within 90 days as provided in Article
2.3 of the Bylaws.
The business to be transacted at the Special Meeting shall include the election of the four individuals named below in accordance with Article 3.4 of the Company’s Bylaws to replace the current board
members consisting of William Horne, Robert Smith, Mordechai Rosenberg and Jeffrey Bentz.
Set forth in Appendix A are the names and biographical information of the four individuals to be nominated for election to the Company’s board.
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Sincerely,
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/s/ Ding Gu
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Name: Ding Gu
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/s/ Yanshen Hsu
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Name: Yanshen Hsu
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/s/ Bo Shen
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Name: Bo Shen
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/s/ Nathan Smith
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Name: Nathan Smith
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/s/ Christine Rutkunas
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Name: Christine Rutkunas
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/s/ Yan Li
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Name: Yan Li
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/s/ Sanford Yu
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Name: Sanford Yu
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/s/ Yanping Xu
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Name: Yanping Xu
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/s Xiaodan Wang
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Name: s/ Xiaodan Wang
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Appendix A
Ding Gu was born in Shanghai, China. He became a medical doctor and surgeon when he was 20 years old. He worked in hospital for two years, after which he decided
to return to school to learn Traditional Chinese Medicine. After his graduation, he practiced both eastern & western medicine and taught at medical school as an assistant professor. He came to the US in 1993, He funded ShenNong USA, Inc in 1995,
This was the beginning of his business ventures. He has been in medical field for 42 years, and his first company is now 24 years old. He also received a medical science master degree in physiology from Lewis Katz School of Medicine at Temple
University.
Two years ago, he decided to start another business, WAA Corporation, doing online advertisement, which offers free online advertising to all business owners. He is the Chairman & CEO of this
venture capital private investment company that has operations in China, located Zhejiang Overseas High-Level Talents Innovation Park.
Although Ding Gu does not have formal big corporate business leadership experience, he is very creative, innovative. Since the early 1999, right before dot.com bubble burst, he created an internet
company, named Naha.com, which facilitates merchants opening online stores. That was a very early concept of online business for merchants. At that time, Amazon.com was only an online bookstore and Naha.com was few months ahead of Alibaba.com.
Ding Gu has been actively participating in the Wall Street, stock market for over 10 years. His investments have been extremely successful. He has deeply researched thousands of public companies. He
trades stocks, options and futures. He is now retired from medical field and is working in investments full time. He gained United States citizenship in 2000. Ding Gu likes travelling and sports. He is also very skilled in chess and Ping-Pong.
Yanshen Hsu, Ph.D., Entrepreneur/Partner. Driven by an advancing economic growth in China, Dr. Hsu, a co-founder and President, 2007 in New York, started up an
export trading company, Staten World Enterprise Inc. an “American Exports” firm, specializing in the procurement and shipment of America Natural Nutrition products import to China. The company is always looking for more effective and efficient ways
to export high quality, pure natural nutrition products that improve the lives of people in China and benefit for America economic and the company.
Since 2003, as co-founder and President, established Pinnacle Sports Equipment Inc./ DBA BamBooBat in New York, developed and implemented new strategies and policies in collaboration with executive
partners to establish and achieve long-term business objectives, providing company with strong and sustainable organizational leadership, directly involved the premium-branded, BamBooBat made with Quadcore Technology and Patented Fuzioncor
Technology. Bamboo baseball bats have never had commercial success until the BamBooBat brand was introduced to the market in 2003. Now offering over 80 models bats, with several series of BamBooBat warranty sold internationally, our BamBooBat brand
is the bamboo bat of choice.
2015-2018, Dr. Hsu was founder and President to lead Nanjing Pinnacle Sports Equipment Inc. in China, to Build and strengthened productive and valuable industry partnerships to drive collaboration,
engagement and revenue stream development in China, as well as conducted research on emerging trends within sport industry and capitalized on finding to develop baseball and other sports new products, services and strategies with the partners of
Chinese companies
Dr. Hsu obtained his Ph.D. in Neuroscience, 1993, University of Düsseldorf, Düsseldorf, Germany, M.S. in Cell Biology, 1985 and M.D. in Medicine, 1983 in Tianjin Medical University, Tianjin, P.R.
China.
Peter Wang has more than 30 years of experience in telecommunication, manufacturing, and technology areas with strong background of R&D, operation, and
corporate management. Mr. Wang is co-founder and Chairman of Cenntro Technology Group, a global emerging electric vehicle manufacturer that designs and builds lightweight electric commercial vehicles, and has become the industry leader.
Mr. Wang’s vast experience includes co-founding the highly successful, multi-billion dollar telecom venture, Unitech Telecom (later UTStarcom, which was the first Chinese company listed on NASDAQ in
2000).
Besides UTStarcom in past 30 years, he also co-founded many other ventures such as, United Medical Group, Sinomachinery Group Limited, World PCS Inc. and Techedge Inc. He also served as board directors
on many U.S. listed public companies.
Before forming his own companies, Mr. Wang was affiliated with AT&T Bell Labs as MTS and Racal-Milgo Information System (a company of Racal Group) as Senior Engineer.
Mr. Wang received his Bachelor of Science (Math and Computer Science) and his Master of Science in Electrical Engineering, from the University of Illinois at Chicago. He also received his Master of
Business Administration from Southeast Nova University.
Jiangang Luo is currently the manager of Cleantech Global Limited since 2014, a Co-Founder of Faith Asset Management LLC. since 2011. He is also the managing
partner of Prime Science & Technology, Inc. and a member of Tsinghua Entrepreneur & Elite Club. He is an investor for many Fintech companies over the last 10 years. From 2000 to 2006, he worked for Oracle as a Principal Consultant. Before
2000, he worked as a senior information system professional in various Fortune 500 companies. Mr. Luo also served many non-Profit organizations since 2005 such as Chairman of Tsinghua Alumni Association in New York area, President of New Jersey
Chinese Computer Professionals Society.
Jiangang obtained his master degree in Computational Mathematics from Tsinghua University in 1994. In 1991, Jiangang got his Applied Mathematics and Computer Science double degrees in Tsinghua
University, Jiangang got his Computer Science Master degree from New Jersey Institute of Technology in 1998.