Smart Logistics Global Ltd

PROPOSAL 5: REVERSE SHARE SPLIT

General

Our Board has determined that it is advisable and in the best interests of the Company and our shareholders to effect a reverse share split of all of our issued and outstanding ordinary shares (with no change to the authorized capital of the Company), at a specific ratio, ranging from one-for-five (1:5) to one-for-one hundred (1:100) (the “Approved Split Ratios”), with the timing and ratio to be determined by the Board if effected (the “Reverse Split”).

The primary goal of the Reverse Split is to increase the per share market price of our Class A Ordinary Shares (or ordinary shares, if Proposals 3 and 4 are not passed; same as below) to meet the minimum per share bid price requirements for continued listing on the Nasdaq Capital Market. We believe that a range of reverse split ratios provides us with the most flexibility to achieve the desired results of the Reverse Split.

Under Nasdaq Capital Market rules, a share split ratio may not be at or exceed 1-for-200 during a two-year period.

A vote for this Proposal 5 will constitute approval of the Reverse Split that, if and when effected by our Board, would combine up to every 100 shares of our outstanding ordinary shares into one ordinary share, which would be applicable to both Class A and Class B Ordinary Shares. If implemented, the Reverse Split will have the effect of decreasing the number of shares of our ordinary shares issued and outstanding.

Accordingly, SLG shareholders are asked to authorize our Board to effect a Reverse Split consistent with those terms set forth in this Proposal 5, and to grant authorization to the Board to determine within three years, in its sole discretion, whether or not to implement the Reverse Split, as well as its specific ratio within the range of the Approved Split Ratios.

If approved by our shareholders and pursued by the Board, the Reverse Split would be applied at an Approved Split Ratio approved by the Board, without further action by our shareholders. The Board reserves the right to elect to abandon the Reverse Split if it determines, in its sole discretion, that the Reverse Split is no longer in the best interests of us and our shareholders.