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Powerbridge
Technologies Co., Ltd.

1st
Floor, Building D2, Southern Software Park

Tangjia
Bay, Zhuhai, Guangdong 519080, China

January
3, 2019

VIA
EDGAR

Diane
Fritz

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Information Technologies and Services

100
F Street, N.E.

Mail
Stop 4631

Washington,
DC 20549

    Re:
    Powerbridge
    Technologies Co., Ltd.

    Amendment
    No. 2 to

    Draft
    Registration Statement on Form F-1

    Submitted
    December 10, 2018

    CIK
    No. 0001754323

Dear
Ms. Fritz:

Powerbridge Technologies
Co., Ltd. (the “Company”, “Powerbridge,” “we”, “us”
or “our”) hereby transmits its response to the letter received from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”), dated December 21, 2018 regarding our Registration
Statement on Form F-1 previously submitted on September 26, 2018 and amended on November 6, 2018 and December 10, 2018 (the “Registration
Statement”). For ease of reference, we have repeated the Commission’s comments in this response and numbered them
accordingly. A registration statement on Form F-1 filed publicly accompanying this Response Letter is referred to as Form F-1.

Please
note that new language we are including in Form F-1 pursuant to your comments, is indicated in this letter in bold, italicized
font; any deletions from the initial Registration Statement are indicated in this letter as strikethrough font.

Amendment
No. 2 to Draft Registration Statement on Form F-1

Management’s
Discussion and Analysis of Financial Condition and Results of Operations

Liquidity
and Capital Resources, page 53

    1.
    Please
    revise your aging of accounts receivable to separately show the amount of current accounts receivable (i.e. within payment
    terms).

Response:
In response to the Staff’s comment we have revised the disclosure of aging of accounts receivables on page 55 of the Form
F-1 to separately show the amount of current accounts receivables as follows:

The
aging of accounts receivables are as follows:

    December
    31,
 2017
    December
    31,
 2016
    June
    30,
 2018

    0-90
    days
    $ 4,168,586
    $ 304,569
    $ 1,822,747

    90-180
    days
      33,092
      13,003
      1,826,020

    180-360
    days
      47,331
      333,287
      53,694

    over
    one years
      325,142
      38,548
      318,563

    Sub
    total
      4,574,151
      689,407
      4,021,024

    Unbilled
    accounts receivable
      8,533,199
      4,460,773
      11,196,237

    Allowance
      (36,285 )
      (15,083 )
      (138,701 )

    Total
    accounts receivable, net
    $ 13,071,065
    $ 5,135,097
    $ 15,078,560

    December 31,

 2017
    December 31,

 2016
    June
    30,  2018

    0-90
    days
    $ 4,168,586
    $ 304,569
    $ 1,822,747

    90-180
    days
      33,092
      13,003
      1,826,020

    180-360
    days
      47,331
      333,287
      53,694

    over
    one year
      325,142
      38,548
      318,563

    Sub
    total
      4,574,151
      689,407
      4,021,024

    Current
    (billed accounts receivable within payment terms)
      4,168,586
      304,569
      1,822,747

    Past
    due
      405,565
      384,838
      2,198,277

    Sub-total
    billed accounts receivable
      4,574,151
      689,407
      4,021,024

    Unbilled
    accounts receivable
      8,533,199
      4,460,773
      11,196,237

    Allowance
      (36,285 )
      (15,083 )
      (138,701 )

    Total
    accounts receivable, net
    $ 13,071,065
    $ 5,135,097
    $ 15,078,560

    2.
    We
    note from your aging of accounts receivable that approximately 55% of your accounts receivable as of June 30, 2018 was more
    than 90 days past due. As part of your discussion of liquidity, please disclose the amount of accounts receivable as of June
    30, 2018 that was subsequently collected through the most recent practicable date. In addition, please update your December
    31, 2017 accounts receivable collection disclosures to reflect the amounts collected through the most recent practicable date.

Response:
In response to the Staff’s comment, we have revised the disclosure on page 56 of the Form F-1 as follows.

As
of October 29, 2018, approximately $6.2 million of total accounts receivable balance as of December 31, 2017 was collected. It
presented that 90% of billed accounts receivable balance as of December 31, 2017 were collected by October 29, 2018. In addition,
certain major customers confirmed to settle their outstanding balance of approximately $3.9 million prior to December 31, 2018.
As a result, 70% of unbilled balance as of December 31, 2017 were collected or confirmed to be collected prior to December 31,
2018. Due to the complicated government approval process for payments, it could takes extra time for our customers to pay off
the balances. With the increasing communication with our customer and improved collection efforts, we believe we are able to successfully
collect the remaining balance within one year.

As
of December 31, 2018, approximately $7.8 million (or 59%) of total accounts receivable balance as of December 31, 2017 was collected,
and approximately $8.1 million (or 53%) of total account receivable balance as of June 30, 2018 was collected. It represented
that 92% and 83% of billed accounts receivable balance as of December 31, 2017 and June 30, 2018 were collected by December 31,
2018, respectively. In December 2018, the Company reviewed the outstanding accounts receivables with all customers, as a result,
99% of unbilled balance as of December 31, 2017 and 92% of unbilled balance as of June 30, 2018 were expected to be collected
prior to March 31, 2019, respectively.

    2

    3.
    Your
response to comment 9 states that generally you bill customers “20% to 30% of total fee upon signing the contract, 20% to
30% of total fee upon completion of developing, implementing and testing the customized applications and the remaining 30% to
50% of total fee is billed after the customer internally approves the project and signs off the acceptance form.” We also
note from your response to comment 11 that your four major government customers representing 59.4% of unbilled accounts receivable
as of December 31, 2017 were not billed as of December 31, 2017 because you needed to receive full acceptance from ten national
government bureaus and from the local government. Using language which is similar to that provided in your prior responses, please
revise to more fully disclose your contract billing terms and the multiple levels of acceptances and the additional performance
from the Company that may be required to bill the final contract amount upon completion of the project.

Response:
In response to the Staff’s comment we have revised the following disclosure on page 54:

Most of large contracts
are government related customized application development service contracts. The Company enters into fixed-fee arrangements
in standard multiple-phase customized application development service contracts with government related agencies and
state-owned companies. The billing term can vary depending on each specific project. Generally speaking, the Company bills
the customer 20% to 30% of total fee upon signing the contract, 20% to 30% of total fee upon completion of developing,
implementing and testing the customized applications and the remaining 30% to 50% of total fee is billed after the customer
internally approves the project and signs off the acceptance form. The Company does not specify the payment term in all
contracts with customers, but, in practice, the Company’s billing term with customers are generally within 90 days. For
these large government related customized application development service contracts, the government’s acceptance and
payment process requires multiple levels of government officials’ approvals, including but not limited to approvals
from ten national government bureaus at national level then final approval from local government level. The timing of
receiving the final approval and payment might be longer than the Company’s expectation. The billing terms are
typically agreed by the parties at the inception of the contract, not subsequently negotiated or modified.  In
most cases, the Company are entitled to payments for the work performed and such payment are not conditioned on the final
acceptance by our customer while under certain contracts with government related agencies and stated-owned companies,
customer acceptance is a condition to final payments. Nevertheless, in practice, the Company tends to satisfy
customers and is willing to perform additional work to receive a final acceptance from customers. Additional performance is
considered inconsequential or perfunctory, because the Company always implements the customized applications at the
customers’ sites and complete the testing prior to the customers’ acceptance. From past experience, the Company
has never received rejections from its customers.

The Company assesses that its
government customers, consisting of government related agencies and state owned companies, generally have good credit-worthiness
and believes that these customers have intention and ability to fulfill the payment obligation at the point of revenue recognition.
From past experience, the Company has never experienced any significant losses on collection nor experienced any significant bad
debts from these customers.

As
of December 31, 2017, four major customers accounted for in total of 58.9% of the Company’s accounts receivable and 59.4%
of unbilled accounts receivable balances. The aggregated revenues from these customers represented 45.6% of total revenue in fiscal
2017. In fiscal 2017, revenue recognized from three of these four customers are related to new application development service
contracts entered in fiscal 2017 with percentage completion progress of 87.5%, 92.8% and 100% as of December 31, 2017, respectively.
Revenue recognized from one customer is related to a 2016 contract with percentage completion of 92.3% and 58.9% as of December
31, 2017 and 2016, respectively. As of June 30, 2018, two customers accounted for in total of 29.3% of the Company’s accounts
receivable and 33.2% of unbilled accounts receivable balances. The aggregated revenues from these customers represented 5.1% of
total revenue for the six months ended June 30, 2018 due to major progress on the project have been achieved in fiscal 2017. The
significant unbilled accounts receivable due from these four customers were not billed in fiscal 2017 was because the related
customers did not sign off on the customer acceptance forms as of December 31, 2017, even though these contracts were substantially
completed. As of December 31, 2018, for customer A, we received acceptance from ten national government bureaus for its related
projects which is in full acceptance required at the national government level, but are anticipating for the final acceptance
from the local government which is expected to be received during the first quarter of 2019. For customer B, we received full
acceptance from ten national government bureaus but are anticipating for the final acceptance from the local government which
was deferred to fiscal 2019. For customer C, we received full acceptance from ten national government bureaus but are anticipating
for the final acceptance from the local government which is expected to be received during the first quarter of 2019. For customer
D, we received full acceptance from ten national government bureaus and the final acceptance from the local government. These
unbilled receivables will be fully billed and collected prior to the end of the first quarter of 2019.

    3

Notes
to Consolidated Financial Statements

Note
2 - Summary of Significant Accounting Policies

Revenue
Recognition, page F-12

    4.
    We
    note your response to comment 9. Please disclose your typical payment terms with customers (i.e., 30 days, 60 days). Tell
    us when the amounts included in your accounts receivable balance as of December 31, 2017 were actually collected in relation
    to the negotiated payment terms. In addition, please tell us if there are any penalties for late payment.

Response:
The Company respectfully advises the Staff that the Company does not specify the payment term in all contracts with customers,
but, in practice, the Company’s typical payment terms with customers are within 90 days. There are no penalties for late
payment. As of December 31, 2017, the past due balance was $405,565, of which, $123,144 was collected subsequently. One government
related customer with balance of $269,140 in the past due balance as of December 31, 2017 are confirmed to repay the balance by
March 31, 2019.

We
thank the Staff for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail
to our counsel, Arila Zhou at azhou@htflawyers.com or by telephone at 212-530-2207.

    Very
    truly yours,

    /s/
    Ban Lor

    Ban
                                         Lor

        CEO

    cc:
    Hunter
    Taubman Fischer & Li LLC

    4