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What changed in Jiuzi Holdings, Inc.'s 20-F — 2024 vs 2025

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Paragraph-level year-over-year comparison of Jiuzi Holdings, Inc.'s 2024 and 2025 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+369 added−348 removedSource: 20-F (2026-02-24) vs 20-F (2025-03-03)

Top changes in Jiuzi Holdings, Inc.'s 2025 20-F

369 paragraphs added · 348 removed · 265 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

161 edited+66 added−37 removed463 unchanged
Biggest changeHowever, if the CSRC, CAC or other regulatory agencies later promulgate new rules or explanations requiring that we obtain their approvals for any follow-on offering, we may be unable to obtain such approvals and we may face sanctions by the CSRC, CAC or other PRC regulatory agencies for failure to seek their approval which could significantly limit or completely hinder our ability to offer or continue to offer securities to our investors and the securities currently being offered may substantially decline in value and be worthless. 33 If the custodians or authorized users of our controlling non-tangible assets, including chops and seals, fail to fulfill their responsibilities, or misappropriate or misuse these assets, our business and operations may be materially and adversely affected Under PRC law, legal documents for corporate transactions, including agreements and contracts that our business relies on, are executed using the chop or seal of the signing entity or with the signature of a legal representative whose designation is registered and filed with the relevant local branch of the State Administration for Market Regulation (“SMAR”), formerly known as the State Administration for Industry and Commerce (“SAIC”).
Biggest changeIf the custodians or authorized users of our controlling non-tangible assets, including chops and seals, fail to fulfill their responsibilities, or misappropriate or misuse these assets, our business and operations may be materially and adversely affected Under PRC law, legal documents for corporate transactions, including agreements and contracts that our business relies on, are executed using the chop or seal of the signing entity or with the signature of a legal representative whose designation is registered and filed with the relevant local branch of the State Administration for Market Regulation (“SMAR”), formerly known as the State Administration for Industry and Commerce (“SAIC”).
Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.
Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.
Since these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments and list on an U.S. or other foreign exchange.
Since these statements and regulatory actions are new, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments and list on an U.S. or other foreign exchange.
Relying upon the opinion of our PRC counsel, Zhejiang Taihang Law Firm, we will not be subject to cybersecurity review with the Cyberspace Administration of China, or the “CAC,” pursuant to the Cybersecurity Review Measures, which became effective on February 15, 2022 because (1) we currently do not have over one million users’ personal information; (2) we do not collect data that affects or may affect national security and we do not anticipate that we will be collecting over one million users’ personal information or data that affects or may affect national security in the foreseeable future, which we understand might otherwise subject us to the Cybersecurity Review Measures.
Relying upon the opinion of our PRC counsel, Zhejiang Taihang Law Firm, we will not be subject to cybersecurity review with the Cyberspace Administration of China, or the “CAC,” pursuant to the Cybersecurity Review Measures, which became effective on February 15, 2022 because (1) we currently do not have over one million users’ personal information; (2) we do not collect data that affects or may affect national security and we do not anticipate that we will be collecting over one million users’ personal information or data that affects or may affect national security in the foreseeable future, which we understand might otherwise subject us to the Cybersecurity Review Measures.
Since these statements and regulatory actions are newly published, however, official guidance and related implementation rules have not been issued. It is highly uncertain what the potential impact such modified or new laws and regulations will have on the daily business operations of our subsidiaries, our ability to accept foreign investments, and our continued listing on an U.S. exchange.
Since these statements and regulatory actions are newly published, however, official guidance and related implementation rules have not been issued. It is highly uncertain what the potential impact such modified or new laws and regulations will have on the daily business operations of our subsidiaries, our ability to accept foreign investments, and our continued listing on an U.S. exchange.
In other words, although the Company is currently not required to obtain permission from any of the PRC federal or local government to obtain such permission and has not received any denial to list on the U.S. exchange, our operations could be adversely affected, directly or indirectly; our ability to offer, or continue to offer, securities to investors would be potentially hindered and the value of our securities might significantly decline or be worthless, by existing or future laws and regulations relating to its business or industry or by intervene or interruption by PRC governmental authorities, if we or our subsidiaries (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, (iii) applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, or (iv) any intervention or interruption by PRC governmental with little advance notice.
In other words, although the Company is currently not required to obtain permission from any of the PRC federal or local government to obtain such permission and has not received any denial to list on the U.S. exchange, our operations could be adversely affected, directly or indirectly; our ability to offer, or continue to offer, securities to investors would be potentially hindered and the value of our securities might significantly decline or be worthless, by existing or future laws and regulations relating to its business or industry or by intervene or interruption by PRC governmental authorities, if we or our subsidiaries (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, (iii) applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, or (iv) any intervention or interruption by PRC governmental with little advance notice.
Jiuzi is permitted under the Cayman Islands laws to provide funding to our subsidiaries in Hong Kong and PRC through loans or capital contributions without restrictions on the amount of the funds, subject to satisfaction of applicable government registration, approval and filing requirements.
Jiuzi is permitted under the Cayman Islands laws to provide funding to our subsidiaries in Hong Kong and PRC through loans or capital contributions without restrictions on the amount of the funds, subject to satisfaction of applicable government registration, approval and filing requirements.
Jiuzi HK is also permitted under the laws of Hong Kong to provide funding to Jiuzi through dividend distribution without restrictions on the amount of the funds. Current PRC regulations permit our PRC subsidiaries to pay dividends to the Jiuzi HK only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations.
Jiuzi HK is also permitted under the laws of Hong Kong to provide funding to Jiuzi through dividend distribution without restrictions on the amount of the funds. Current PRC regulations permit our PRC subsidiaries to pay dividends to the Jiuzi HK only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations.
The PRC has currency and capital transfer regulations that require us to comply with certain requirements for the movement of capital. The Company is able to transfer cash (US Dollars) to its PRC subsidiaries through an investment (by increasing the Company’s registered capital in a PRC subsidiary).
The PRC has currency and capital transfer regulations that require us to comply with certain requirements for the movement of capital. The Company is able to transfer cash (US Dollars) to its PRC subsidiaries through an investment (by increasing the Company’s registered capital in a PRC subsidiary).
The Company’s subsidiaries within China can transfer funds to each other when necessary through the way of current lending. The transfer of funds among companies are subject to the Provisions on Private Lending Cases, which was implemented on August 20, 2020 to regulate the financing activities between natural persons, legal persons and unincorporated organizations.
The Company’s subsidiaries within China can transfer funds to each other when necessary through the way of current lending. The transfer of funds among companies are subject to the Provisions on Private Lending Cases, which was implemented on August 20, 2020 to regulate the financing activities between natural persons, legal persons and unincorporated organizations.
However, if we determine to pay dividends on any of our ordinary shares in the future, as a holding company, we will be dependent on receipt of funds from Zhejiang Jiuzi New Energy Vehicles Co., Ltd., or Zhejiang Jiuzi, by way of dividend payments.
However, if we determine to pay dividends on any of our ordinary shares in the future, as a holding company, we will be dependent on receipt of funds from Zhejiang Jiuzi New Energy Vehicles Co., Ltd., or Zhejiang Jiuzi, by way of dividend payments.
Pursuant to the Trial Measures, if a domestic company fails to complete required filing procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties, such as an order to rectify, warnings, fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines.
Pursuant to the Trial Measures, if a domestic company fails to complete required filing procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties, such as an order to rectify, warnings, fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines.
On the same day, the CSRC also held a press conference for the release of the Trial Measures and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies, or the CSRC Notice, which, among others, clarifies that PRC domestic companies that have already been listed overseas before the effective date of the Trial Measures, which is March 31, 2023, shall be deemed as Existing Issuers, and Existing Issuers are not required to complete the filing procedures with the CSRC immediately, and they shall be required to file with the CSRC for any subsequent offerings.
On the same day, the CSRC also held a press conference for the release of the Trial Measures and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies, or the CSRC Notice, which, among others, clarifies that PRC domestic companies that have already been listed overseas before the effective date of the Trial Measures, which is March 31, 2023, shall be deemed as Existing Issuers, and Existing Issuers are not required to complete the filing procedures with the CSRC immediately, and they shall be required to file with the CSRC for any subsequent offerings.
Based on the foregoing, we are an Existing Issuer, and is required to file with the CSRC for any subsequent offerings within three (3) working days after the completion of each offering.
Based on the foregoing, we are an Existing Issuer, and is required to file with the CSRC for any subsequent offerings within three (3) working days after the completion of each offering.
Relying upon the opinion of our PRC legal counsel, Zhejiang Taihang Law Firm, the Selling Shareholders’ resale of the Ordinary Sales as described hereunder does not constitute a “subsequent offering” under the CSRC rules and hence we are not required to complete the filing procedures with CSRC for the Selling Shareholders’ resale.
Relying upon the opinion of our PRC legal counsel, Zhejiang Taihang Law Firm, the Selling Shareholders’ resale of the Ordinary Sales as described hereunder does not constitute a “subsequent offering” under the CSRC rules and hence we are not required to complete the filing procedures with CSRC for the Selling Shareholders’ resale.
The PCAOB is required to reassess these determinations by the end of 2022. Under the PCAOB’s rules, a reassessment of a determination under the HFCA Act may result in the PCAOB reaffirming, modifying or vacating the determination.
The PCAOB is required to reassess these determinations by the end of 2022. Under the PCAOB’s rules, a reassessment of a determination under the HFCA Act may result in the PCAOB reaffirming, modifying or vacating the determination.
In the event it is later determined that the PCAOB is unable to inspect or investigate completely the Company’s auditor because of a position taken by an authority in a foreign jurisdiction, then such lack of inspection could cause trading in the Company’s securities to be prohibited under the HFCAA ultimately result in a determination by a securities exchange to delist the Company’s securities.
In the event it is later determined that the PCAOB is unable to inspect or investigate completely the Company’s auditor because of a position taken by an authority in a foreign jurisdiction, then such lack of inspection could cause trading in the Company’s securities to be prohibited under the HFCAA ultimately result in a determination by a securities exchange to delist the Company’s securities.
On June 28, 2018, the National Development and Reform Commission, or NDRC, and the Ministry of Commerce, or the MOFCOM, promulgated the Special Administrative Measures for Market Access of Foreign Investment, or the Negative List, effective on July 28, 2018, under which the limits on foreign ownership of auto manufacturers will be lifted by 2022 for internal combustion engines vehicles and in 2018 for NEVs.
On June 28, 2018, the National Development and Reform Commission, or NDRC, and the Ministry of Commerce, or the MOFCOM, promulgated the Special Administrative Measures for Market Access of Foreign Investment, or the Negative List, effective on July 28, 2018, under which the limits on foreign ownership of auto manufacturers will be lifted by 2018 for NEVs and in 2022 for internal combustion engines vehicles.
We adopted an equity incentive plan on July 28, 2022, January 17, 2023 and January 12, 2023 which we refer to as 2022 plan, 2023 Plan, and 2024 Plan, respectively, to enhance our ability to attract and retain qualified individuals and align their interests with the company’s growth and performance.
We adopted an equity incentive plan on July 28, 2022, January 17, 2023 and January 12, 2024 which we refer to as 2022 Plan, 2023 Plan, and 2024 Plan, respectively, to enhance our ability to attract and retain qualified individuals and align their interests with the company’s growth and performance.
Cash is transferred through our organization in the manner as follows: (i) Jiuzi may transfer funds to the Jiuzi WFOE, through its Hong Kong subsidiary, Jiuzi (HK) Limited, or Jiuzi HK, by additional capital contributions or shareholder loans, as the case may be; (ii) Jiuzi WFOE may provide loans to Zhejiang Jiuzi, subject to statutory limits and restrictions; (iii) funds from Zhejiang Jiuzi to Jiuzi WFOE are remitted as services fees; and (iv) Jiuzi WFOE may make dividends or other distributions to us through Jiuzi HK.
Cash is transferred through our organization in the manner as follows: (i) Jiuzi may transfer funds to the Jiuzi WFOE, through its Hong Kong subsidiary, Jiuzi (HK) Limited, or Jiuzi HK, by additional capital contributions or shareholder loans, as the case may be; (ii) Jiuzi WFOE may provide loans to Zhejiang Jiuzi, subject to statutory limits and restrictions; (iii) funds from Zhejiang Jiuzi to Jiuzi WFOE are remitted as services fees; and (iv) Jiuzi WFOE may make dividends or other distributions to us through Jiuzi HK.
Jiuzi is permitted under the Cayman Islands laws to provide funding to our subsidiaries in Hong Kong and PRC through loans or capital contributions without restrictions on the amount of the funds, subject to satisfaction of applicable government registration, approval and filing requirements.
Jiuzi is permitted under the Cayman Islands laws to provide funding to our subsidiaries in Hong Kong and PRC through loans or capital contributions without restrictions on the amount of the funds, subject to satisfaction of applicable government registration, approval and filing requirements.
Jiuzi HK is also permitted under the laws of Hong Kong to provide funding to Jiuzi through dividend distribution without restrictions on the amount of the funds. Current PRC regulations permit our PRC subsidiaries to pay dividends to the Jiuzi HK only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations.
Jiuzi HK is also permitted under the laws of Hong Kong to provide funding to Jiuzi through dividend distribution without restrictions on the amount of the funds. Current PRC regulations permit our PRC subsidiaries to pay dividends to the Jiuzi HK only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations.
As of the date of this annual report, none of our subsidiaries have made any dividends or distributions to our Company and our Company has not made any dividends or distributions to our shareholders.
As of the date of this annual report, none of our subsidiaries have made any dividends or distributions to our Company and our Company has not made any dividends or distributions to our shareholders.
We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future.
We currently intend to retain all available funds and future earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable future.
To the extent cash in the business is in the PRC or Hong Kong or our PRC or Hong Kong entity, the funds may not be available to fund operations or for other use outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash.
To the extent cash in the business is in the PRC or Hong Kong or our PRC or Hong Kong entity, the funds may not be available to fund operations or for other use outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash.
Under existing PRC foreign exchange regulations, payment of current account items, such as profit distributions and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from the State Administration of Foreign Exchange, or the SAFE, by complying with certain procedural requirements.
Under existing PRC foreign exchange regulations, payment of current account items, such as profit distributions and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from the State Administration of Foreign Exchange, or the SAFE, by complying with certain procedural requirements.
Therefore, our PRC subsidiaries are able to pay dividends in foreign currencies to us without prior approval from SAFE, subject to the condition that the remittance of such dividends outside of the PRC complies with certain procedures under PRC foreign exchange regulations, such as the overseas investment registrations by our shareholders or the ultimate shareholders of our corporate shareholders who are PRC residents.
Therefore, our PRC subsidiaries are able to pay dividends in foreign currencies to us without prior approval from SAFE, subject to the condition that the remittance of such dividends outside of the PRC complies with certain procedures under PRC foreign exchange regulations, such as the overseas investment registrations by our shareholders or the ultimate shareholders of our corporate shareholders who are PRC residents.
Approval from, or registration with, appropriate government authorities is, however, required where the RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions.
Approval from, or registration with, appropriate government authorities is, however, required where the RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions.
Current PRC regulations permit our PRC subsidiaries to pay dividends to the Company only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations.
Current PRC regulations permit our PRC subsidiaries to pay dividends to the Company only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations.
As of the date of this annual report, there are no restrictions or limitations imposed by the Hong Kong government on the transfer of capital within, into and out of Hong Kong (including funds from Hong Kong to the PRC), except for transfer of funds involving money laundering and criminal activities.
As of the date of this annual report, there are no restrictions or limitations imposed by the Hong Kong government on the transfer of capital within, into and out of Hong Kong (including funds from Hong Kong to the PRC), except for transfer of funds involving money laundering and criminal activities.
Uncertainties with respect to the PRC legal system, including uncertainties regarding the enforcement of laws, and that rules and regulations in China can change quickly with little advance notice could adversely affect us and limit the legal protections available to you and us at any time, which could result in a material change in our operations and/or the value of our securities.
Uncertainties with respect to the PRC legal system, including uncertainties regarding the enforcement of laws, and that rules and regulations in China can change quickly with little advance notice could adversely affect us and limit the legal protections available to you and us at any time, which could result in a material change in our operations and/or the value of our securities.
Chinese government may intervene or influence our operations at any time or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in our operations and/or the value of the securities we are registering for sale.
Chinese government may intervene or influence our operations at any time or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in our operations and/or the value of the securities we are registering for sale.
Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless.
Any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless.
The PRC government has significant oversight and discretion over the conduct of our business and may intervene or influence our operations as the government deems appropriate to further regulatory, political and societal goals.
The PRC government has significant oversight and discretion over the conduct of our business and may intervene or influence our operations as the government deems appropriate to further regulatory, political and societal goals.
The PRC government has recently published new policies that significantly affected certain industries such as the education and internet industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding our industry that could adversely affect our business, financial condition and results of operations.
The PRC government has recently published new policies that significantly affected certain industries such as the education and internet industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding our industry that could adversely affect our business, financial condition and results of operations.
Furthermore, the PRC government has recently indicated an intent to exert more oversight and control over securities offerings and other capital markets activities that are conducted overseas and foreign investment in China-based companies like us.
Furthermore, the PRC government has recently indicated an intent to exert more oversight and control over securities offerings and other capital markets activities that are conducted overseas and foreign investment in China-based companies like us.
On December 24, 2021, the CSRC, together with other relevant government authorities in China issued the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), and the Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (“Draft Overseas Listing Regulations”).
On December 24, 2021, the CSRC, together with other relevant government authorities in China issued the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), and the Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (“Draft Overseas Listing Regulations”).
The Draft Overseas Listing Regulations requires that a PRC domestic enterprise seeking to issue and list its shares overseas (“Overseas Issuance and Listing”) shall complete the filing procedures of and submit the relevant information to CSRC. The Overseas Issuance and Listing includes direct and indirect issuance and listing.
The Draft Overseas Listing Regulations requires that a PRC domestic enterprise seeking to issue and list its shares overseas (“Overseas Issuance and Listing”) shall complete the filing procedures of and submit the relevant information to CSRC. The Overseas Issuance and Listing includes direct and indirect issuance and listing.
Where an enterprise whose principal business activities are conducted in PRC seeks to issue and list its shares in the name of an overseas enterprise (“Overseas Issuer”) on the basis of the equity, assets, income or other similar rights and interests of the relevant PRC domestic enterprise, such activities shall be deemed an indirect overseas issuance and listing (“Indirect Overseas Issuance and Listing”) under the Draft Overseas Listing Regulations.
Where an enterprise whose principal business activities are conducted in PRC seeks to issue and list its shares in the name of an overseas enterprise (“Overseas Issuer”) on the basis of the equity, assets, income or other similar rights and interests of the relevant PRC domestic enterprise, such activities shall be deemed an indirect overseas issuance and listing (“Indirect Overseas Issuance and Listing”) under the Draft Overseas Listing Regulations.
Measures for Cybersecurity Review (2021) stipulates that operators of critical information infrastructure purchasing network products and services, and online platform operator (together with the operators of critical information infrastructure, the “Operators”) carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country.
Measures for Cybersecurity Review (2021) stipulates that operators of critical information infrastructure purchasing network products and services, and online platform operator (together with the operators of critical information infrastructure, the “Operators”) carrying out data processing activities that affect or may affect national security, shall conduct a cybersecurity review, any online platform operator who controls more than one million users’ personal information must go through a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country.
Since we are not an Operator, nor do we control more than one million users’ personal information, we would not be required to apply for a cybersecurity review under the Measures for Cybersecurity Review (2021).
Since we are not an Operator, nor do we control more than one million users’ personal information, we would not be required to apply for a cybersecurity review under the Measures for Cybersecurity Review (2021).
The currently effective PRC Labor Contract Law , or the Labor Contract Law was first adopted on June 29, 2007 and later amended on December 28, 2012.
The currently effective PRC Labor Contract Law , or the Labor Contract Law was first adopted on June 29, 2007 and later amended on December 28, 2012.
The PRC Labor Contract Law has reinforced the protection of employees who, under the Labor Contract Law, have the right, among others, to have written employment contracts, to enter into employment contracts with no fixed term under certain circumstances, to receive overtime wages and to terminate or alter terms in labor contracts.
The PRC Labor Contract Law has reinforced the protection of employees who, under the Labor Contract Law, have the right, among others, to have written employment contracts, to enter into employment contracts with no fixed term under certain circumstances, to receive overtime wages and to terminate or alter terms in labor contracts.
Furthermore, the Labor Contract Law sets forth additional restrictions and increases the costs involved with dismissing employees. To the extent that we need to significantly reduce our workforce, the Labor Contract Law could adversely affect our ability to do so in a timely and cost-effective manner, and our results of operations could be adversely affected.
Furthermore, the Labor Contract Law sets forth additional restrictions and increases the costs involved with dismissing employees. To the extent that we need to significantly reduce our workforce, the Labor Contract Law could adversely affect our ability to do so in a timely and cost-effective manner, and our results of operations could be adversely affected.
Unless we are able to pass on these increased labor costs to our vehicle buyers by increasing the prices of our products and services, our financial condition and results of operations would be materially and adversely affected.
Unless we are able to pass on these increased labor costs to our vehicle buyers by increasing the prices of our products and services, our financial condition and results of operations would be materially and adversely affected.
Part of our shareholders are not in compliance with the PRC’s regulations relating to offshore investment activities by PRC residents, and as a result, the shareholders may be subject to penalties if we are not able to remediate the non-compliance.
Part of our shareholders are not in compliance with the PRC’s regulations relating to offshore investment activities by PRC residents, and as a result, the shareholders may be subject to penalties if we are not able to remediate the non-compliance.
In July 2014, the State Administration of Foreign Exchange promulgated the Circular on Issues Concerning Foreign Exchange Administration over the Overseas Investment and Financing and Roundtrip Investment by Domestic Residents via Special Purpose Vehicles, or “Circular 37”.
In July 2014, the State Administration of Foreign Exchange promulgated the Circular on Issues Concerning Foreign Exchange Administration over the Overseas Investment and Financing and Roundtrip Investment by Domestic Residents via Special Purpose Vehicles, or “Circular 37”.
According to Circular 37, prior registration with the local SAFE branch is required for Chinese residents to contribute domestic assets or interests to offshore companies, known as SPVs.
According to Circular 37, prior registration with the local SAFE branch is required for Chinese residents to contribute domestic assets or interests to offshore companies, known as SPVs.
Circular 37 further requires amendment to a PRC resident’s registration in the event of any significant changes with respect to the SPV, such as an increase or decrease in the capital contributed by PRC individuals, share transfer or exchange, merger, division, or other material event.
Circular 37 further requires amendment to a PRC resident’s registration in the event of any significant changes with respect to the SPV, such as an increase or decrease in the capital contributed by PRC individuals, share transfer or exchange, merger, division, or other material event.
Further, foreign investment enterprises established by way of round-tripping shall complete the relevant foreign exchange registration formalities pursuant to the prevailing foreign exchange control provisions for direct investments by foreign investors, and disclose the relevant information such as actual controlling party of the shareholders truthfully.
Further, foreign investment enterprises established by way of round-tripping shall complete the relevant foreign exchange registration formalities pursuant to the prevailing foreign exchange control provisions for direct investments by foreign investors, and disclose the relevant information such as actual controlling party of the shareholders truthfully.
Currently, two of our beneficial owners, who are PRC residents, have not completed the Circular 37 Registration. We have asked our shareholders who are Chinese residents to make the necessary applications and filings as required by Circular 37. We attempt to comply, and attempt to ensure that our shareholders who are subject to these rules comply, with the relevant requirements.
Currently, two of our beneficial owners, who are PRC residents, have not completed the Circular 37 Registration. We have asked our shareholders who are Chinese residents to make the necessary applications and filings as required by Circular 37. We attempt to comply, and attempt to ensure that our shareholders who are subject to these rules comply, with the relevant requirements.
We cannot, however, provide any assurances that all of our shareholders who are Chinese residents will comply with our request to make or obtain any applicable registration or comply with other requirements required by Circular 37 or other related rules.
We cannot, however, provide any assurances that all of our shareholders who are Chinese residents will comply with our request to make or obtain any applicable registration or comply with other requirements required by Circular 37 or other related rules.
The Chinese resident shareholders’ failure to comply with Circular 37 registration would not impose penalties on our Company, while it may result in restrictions being imposed on part of foreign exchange activities of the offshore special purpose vehicles, including restrictions on its ability to receive registered capital as well as additional capital from Chinese resident shareholders who fail to complete Circular 37 registration; and repatriation of profits and dividends derived from special purpose vehicles to China, by the Chinese resident shareholders who fail to complete Circular 37 registration, are also illegal.
The Chinese resident shareholders’ failure to comply with Circular 37 registration would not impose penalties on our Company, while it may result in restrictions being imposed on part of foreign exchange activities of the offshore special purpose vehicles, including restrictions on its ability to receive registered capital as well as additional capital from Chinese resident shareholders who fail to complete Circular 37 registration; and repatriation of profits and dividends derived from special purpose vehicles to China, by the Chinese resident shareholders who fail to complete Circular 37 registration, are also illegal.
Other factors that may influence the adoption of alternative fuel vehicles, and specifically electric vehicles, include: ● perceptions about electric vehicle quality, safety, design, performance and cost, especially if adverse events or accidents occur that are linked to the quality or safety of electric vehicles, and the speed of the vehicles and battery performance; ● perceptions about vehicle safety in general, in particular safety issues that may be attributed to the use of advanced technology, including electric vehicle and regenerative braking systems, battery overheating issues and periodic maintenance requirements; ● the limited range over which electric vehicles may be driven on a single battery charge and the speed at which batteries can be recharged; ● the decline of an electric vehicle’s range resulting from deterioration over time in the battery’s ability to hold a charge; ● concerns about electric grid capacity and reliability as the increase in electricity load of NEVs may cause a gap in the area’s installed power supply capacity and transmission line capacity; ● the availability of NEVs, including plug-in hybrid electric vehicles, which are still new compared to traditional gasoline vehicles and many vehicle manufacturers do not have the technology and/or experience to produce NEVs; ● improvements in the fuel economy of the internal combustion engine; ● the availability of service for electric vehicles; 11 ● the environmental consciousness of consumers; ● access to charging stations, standardization of electric vehicle charging systems and consumers’ perceptions about convenience and cost to charge an electric vehicle; ● the availability of tax and other governmental incentives to purchase and operate electric vehicles or future regulation requiring increased use of nonpolluting vehicles; ● perceptions about and the actual cost of alternative fuel; and ● macroeconomic factors.
Other factors that may influence the adoption of alternative fuel vehicles, and specifically electric vehicles, include: ● perceptions about electric vehicle quality, safety, design, performance and cost, especially if adverse events or accidents occur that are linked to the quality or safety of electric vehicles, and the speed of the vehicles and battery performance; ● perceptions about vehicle safety in general, in particular safety issues that may be attributed to the use of advanced technology, including electric vehicle and regenerative braking systems, battery overheating issues and periodic maintenance requirements; ● the limited range over which electric vehicles may be driven on a single battery charge and the speed at which batteries can be recharged; ● the decline of an electric vehicle’s range resulting from deterioration over time in the battery’s ability to hold a charge; ● concerns about electric grid capacity and reliability as the increase in electricity load of NEVs may cause a gap in the area’s installed power supply capacity and transmission line capacity; ● the availability of NEVs, including plug-in hybrid electric vehicles, which are still new compared to traditional gasoline vehicles and many vehicle manufacturers do not have the technology and/or experience to produce NEVs; ● improvements in the fuel economy of the internal combustion engine; ● the availability of service for electric vehicles; ● the environmental consciousness of consumers; ● access to charging stations, standardization of electric vehicle charging systems and consumers’ perceptions about convenience and cost to charge an electric vehicle; ● the availability of tax and other governmental incentives to purchase and operate electric vehicles or future regulation requiring increased use of nonpolluting vehicles; ● perceptions about and the actual cost of alternative fuel; and ● macroeconomic factors.
In addition, our PRC subsidiary can use Renminbi funds converted from foreign currency registered capital to carry out any activities within their normal course of business and business scope, including to purchase or lease servers and other relevant equipment and fund other operational needs in connection with their provision of services to the relevant PRC Operating Subsidiaries under the applicable exclusive technical support agreements. 22 In light of the various requirements imposed by PRC regulations on loans to, and direct investment in, PRC entities by offshore holding companies, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans to Jiuzi WFOE or our PRC Operating Subsidiaries or future capital contributions by us to Jiuzi WFOE.
In addition, our PRC subsidiary can use Renminbi funds converted from foreign currency registered capital to carry out any activities within their normal course of business and business scope, including to purchase or lease servers and other relevant equipment and fund other operational needs in connection with their provision of services to the relevant PRC Operating Subsidiaries under the applicable exclusive technical support agreements. 24 In light of the various requirements imposed by PRC regulations on loans to, and direct investment in, PRC entities by offshore holding companies, we cannot assure you that we will be able to complete the necessary government registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans to Jiuzi WFOE or our PRC Operating Subsidiaries or future capital contributions by us to Jiuzi WFOE.
According to the Cybersecurity Review Measures, operators of critical information infrastructure must pass a cybersecurity review when purchasing network products and services which do or may affect national security. 32 In November 2016, the Standing Committee of China’s National People’s Congress passed China’s first Cybersecurity Law (“CSL”), which became effective in June 2017.
According to the Cybersecurity Review Measures, operators of critical information infrastructure must pass a cybersecurity review when purchasing network products and services which do or may affect national security. In November 2016, the Standing Committee of China’s National People’s Congress passed China’s first Cybersecurity Law (“CSL”), which became effective in June 2017.
The PRC Foreign Investment Law establishes the basic framework for the access to, and the promotion, protection and administration of foreign investments in view of investment protection and fair competition. 27 According to the PRC Foreign Investment Law, “foreign investment” refers to investment activities directly or indirectly conducted by one or more natural persons, business entities, or otherwise organizations of a foreign country (collectively referred to as “foreign investor”) within China, and the investment activities include the following situations: (i) a foreign investor, individually or collectively with other investors, establishes a foreign-invested enterprise within China; (ii) a foreign investor acquires stock shares, equity shares, shares in assets, or other like rights and interests of an enterprise within China; (iii) a foreign investor, individually or collectively with other investors, invests in a new project within China; and (iv) investments in other means as provided by laws, administrative regulations, or the State Council.
The PRC Foreign Investment Law establishes the basic framework for the access to, and the promotion, protection and administration of foreign investments in view of investment protection and fair competition. 29 According to the PRC Foreign Investment Law, “foreign investment” refers to investment activities directly or indirectly conducted by one or more natural persons, business entities, or otherwise organizations of a foreign country (collectively referred to as “foreign investor”) within China, and the investment activities include the following situations: (i) a foreign investor, individually or collectively with other investors, establishes a foreign-invested enterprise within China; (ii) a foreign investor acquires stock shares, equity shares, shares in assets, or other like rights and interests of an enterprise within China; (iii) a foreign investor, individually or collectively with other investors, invests in a new project within China; and (iv) investments in other means as provided by laws, administrative regulations, or the State Council.
If our board of directors decides to issue preferred shares, the price of our ordinary shares may fall and the voting and other rights of the holders of our ordinary shares may be materially adversely affected. We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.
If our board of directors decides to issue preferred shares, the price of our ordinary shares may fall and the voting and other rights of the holders of our ordinary shares may be materially adversely affected. 41 We are an emerging growth company within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.
As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in the ordinary shares as a source for any future dividend income. The trading price of the ordinary shares is volatile, which could result in substantial losses to investors.
As a result, we do not expect to pay any cash dividends in the foreseeable future. Therefore, you should not rely on an investment in the ordinary shares as a source for any future dividend income. 39 The trading price of the ordinary shares is volatile, which could result in substantial losses to investors.
See “ Risk Factors - Risks Related to Our Ordinary Shares - To the extent cash or assets in the business is in the PRC or Hong Kong or a PRC or Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash or assets. ” beginning on page 47 of this annual report. 3 Legal and Operational Risks of Operating in the PRC Jiuzi is a Cayman Islands incorporated holding company, we are subject to certain legal and operational risks associated with Zhejiang Jiuzi’s operations in China.
See “ Risk Factors - Risks Related to Our Ordinary Shares - To the extent cash or assets in the business is in the PRC or Hong Kong or a PRC or Hong Kong entity, the funds or assets may not be available to fund operations or for other use outside of the PRC or Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash or assets. ” beginning on page 43 of this annual report. 3 Legal and Operational Risks of Operating in the PRC Jiuzi is a Cayman Islands incorporated holding company, we are subject to certain legal and operational risks associated with Zhejiang Jiuzi’s operations in China.
If we fail to renew the franchise agreement, it may also adversely impact our financial condition and results of operations. We may not be able to effectively monitor the operations of franchise stores. Our franchisees are required to comply with our standardized operating procedures and requirements for the franchise stores.
If we fail to renew the franchise agreement, it may also adversely impact our financial condition and results of operations. 16 We may not be able to effectively monitor the operations of franchise stores. Our franchisees are required to comply with our standardized operating procedures and requirements for the franchise stores.
On December 18, 2020, the Holding Foreign Companies Accountable Act was signed into law. 38 On March 24, 2021, the SEC announced that it had adopted interim final amendments to implement congressionally mandated submission and disclosure requirements of the Act.
On December 18, 2020, the Holding Foreign Companies Accountable Act was signed into law. On March 24, 2021, the SEC announced that it had adopted interim final amendments to implement congressionally mandated submission and disclosure requirements of the Act.
Any of the foregoing could materially and adversely affect our business, results of operations, financial condition and prospects. 13 We may fail to successfully grow or operate our franchise business as our franchisees may fail to operate the franchise stores effectively or we may be unable to maintain our relationships with our franchisees.
Any of the foregoing could materially and adversely affect our business, results of operations, financial condition and prospects. We may fail to successfully grow or operate our franchise business as our franchisees may fail to operate the franchise stores effectively or we may be unable to maintain our relationships with our franchisees.
Moreover, it is possible that in the future PRC authorities may lift restrictions on fluctuations in the RMB exchange rate and lessen intervention in the foreign exchange market. 30 Increases in labor costs in the PRC may adversely affect our business and results of operations.
Moreover, it is possible that in the future PRC authorities may lift restrictions on fluctuations in the RMB exchange rate and lessen intervention in the foreign exchange market. Increases in labor costs in the PRC may adversely affect our business and results of operations.
For example, to the extent that we need to convert U.S. dollars we receive from the offering into RMB for our operations, appreciation of the RMB against the U.S. dollar would have an adverse effect on RMB amount we would receive from the conversion.
For example, to the extent that we need to convert U.S. dollars into RMB for our operations, appreciation of the RMB against the U.S. dollar would have an adverse effect on RMB amount we would receive from the conversion.
Further, any decreased collectability of accounts receivable or early termination of agreements due to deterioration in economic conditions could negatively impact our results of operations. 37 Our business is subject to the impact of natural catastrophic events such as earthquakes, floods or power outages, political crises such as terrorism or war, and public health crises, such as disease outbreaks, epidemics, or pandemics in the U.S. and global economies, our markets and business locations.
Further, any decreased collectability of accounts receivable or early termination of agreements due to deterioration in economic conditions could negatively impact our results of operations. 36 Our business is subject to the impact of natural catastrophic events such as earthquakes, floods or power outages, political crises such as terrorism or war, and public health crises, such as disease outbreaks, epidemics, or pandemics in the U.S. and global economies, our markets and business locations.
Other than that, there is no restrictions on Jiuzi’s ability to transfer cash between us and our subsidiaries, or to investors. 17 Previous contractual arrangements in relation to the PRC Operating Entities may be subject to scrutiny by the PRC tax authorities and they may determine that we or the PRC Operating Entities owe additional taxes, which could negatively affect our financial condition and the value of your investment.
Other than that, there is no restrictions on Jiuzi’s ability to transfer cash between us and our subsidiaries, or to investors. 20 Previous contractual arrangements in relation to the PRC Operating Entities may be subject to scrutiny by the PRC tax authorities and they may determine that we or the PRC Operating Entities owe additional taxes, which could negatively affect our financial condition and the value of your investment.
Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property) and procedural rights, could materially and adversely affect our business and impede our ability to continue our operations. 25 Furthermore, if China adopts more stringent standards with respect to environmental protection or corporate social responsibilities, we may incur increased compliance costs or become subject to additional restrictions in our operations.
Such uncertainties, including uncertainty over the scope and effect of our contractual, property (including intellectual property) and procedural rights, could materially and adversely affect our business and impede our ability to continue our operations. 27 Furthermore, if China adopts more stringent standards with respect to environmental protection or corporate social responsibilities, we may incur increased compliance costs or become subject to additional restrictions in our operations.
We are currently not required to obtain approval from Chinese authorities to issue securities to foreign investors, however, if our subsidiaries or the holding company were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on U.S. exchange, which would materially affect the interest of the investors ” on page 29 of this annual report.
We are currently not required to obtain approval from Chinese authorities to issue securities to foreign investors, however, if our subsidiaries or the holding company were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on U.S. exchange, which would materially affect the interest of the investors ” on page 31 of this annual report.
If any of our business of is “restricted” from foreign investment under the “negative list” effective at the time, we may be deemed to be in violation of the Foreign Investment Law and we may be required to restructure our business operations, any of which may have a material adverse effect on our business operation. 18 We are a holding company, and will rely on dividends paid by our subsidiaries for our cash needs.
If any of our business of is “restricted” from foreign investment under the “negative list” effective at the time, we may be deemed to be in violation of the Foreign Investment Law and we may be required to restructure our business operations, any of which may have a material adverse effect on our business operation. 21 We are a holding company, and will rely on dividends paid by our subsidiaries for our cash needs.
Further, if we were treated as a “resident enterprise” by PRC tax authorities, we would be subject to taxation in both China and such countries in which we have taxable income, and our PRC tax may not be creditable against such other taxes. 24 We may be exposed to liabilities under the Foreign Corrupt Practices Act and Chinese anti-corruption law.
Further, if we were treated as a “resident enterprise” by PRC tax authorities, we would be subject to taxation in both China and such countries in which we have taxable income, and our PRC tax may not be creditable against such other taxes. 26 We may be exposed to liabilities under the Foreign Corrupt Practices Act and Chinese anti-corruption law.
The Chinese government also exercises significant control over China’s economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, and providing preferential treatment to particular industries or companies. 23 While the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy.
The Chinese government also exercises significant control over China’s economic growth through allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, and providing preferential treatment to particular industries or companies. 25 While the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy.
If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we may not be able to pay dividends in foreign currencies to our security-holders. 26 We are a holding company and we rely on our subsidiaries for funding dividend payments, which are subject to restrictions under PRC laws.
If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we may not be able to pay dividends in foreign currencies to our security-holders. 28 We are a holding company and we rely on our subsidiaries for funding dividend payments, which are subject to restrictions under PRC laws.
We cannot assure you that each of our Chinese resident shareholders will in the future complete the registration process as required by Circular 37. 31 We may become subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection.
We cannot assure you that each of our Chinese resident shareholders will in the future complete the registration process as required by Circular 37. 32 We may become subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection.
It may also adversely impact our financial condition and results of operations. 12 The electric vehicle market development relies on the electric grid capacity and reliability as the increase in electric vehicles’ electricity load may cause a gap in the area’s installed power supply capacity and transmission line capacity.
It may also adversely impact our financial condition and results of operations. 15 The electric vehicle market development relies on the electric grid capacity and reliability as the increase in electric vehicles’ electricity load may cause a gap in the area’s installed power supply capacity and transmission line capacity.
Shares held by our existing shareholders may also be sold in the public market in the future subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and the applicable lockup agreements. 44 Techniques employed by short sellers may drive down the market price of the ordinary shares.
Shares held by our existing shareholders may also be sold in the public market in the future subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and the applicable lockup agreements. 40 Techniques employed by short sellers may drive down the market price of the ordinary shares.
The SEC, U.S. Department of Justice and other authorities often have substantial difficulties in bringing and enforcing actions against non-U.S. companies and non-U.S. persons, including company directors and officers, in certain emerging markets, including China.
Department of Justice and other authorities often have substantial difficulties in bringing and enforcing actions against non-U.S. companies and non-U.S. persons, including company directors and officers, in certain emerging markets, including China.
The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions.
The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public acco unting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions.
PRC regulation of loans to, and direct investments in, PRC entities by offshore holding companies may delay or prevent us from using proceeds from the offering and/or future financing activities to make loans or additional capital contributions to our PRC operating subsidiaries.
PRC regulation of loans to, and direct investments in, PRC entities by offshore holding companies may delay or prevent us from using proceeds from financing activities to make loans or additional capital contributions to our PRC operating subsidiaries.
In addition, the March 2021 interim final amendments and any additional actions, proceedings, or new rules resulting from these efforts to increase U.S. regulatory access to audit information could create some uncertainty for investors, the market price of our ordinary shares could be adversely affected, and we could be delisted if we and our auditor are unable to meet the PCAOB inspection requirement or being required to engage a new audit firm, which would require significant expense and management time. 40 The M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.
Any additional actions, proceedings, or new rules resulting from these efforts to increase U.S. regulatory access to audit information could create some uncertainty for investors, the market price of our ordinary shares could be adversely affected, and we could be delisted if we and our auditor are unable to meet the PCAOB inspection requirement or being required to engage a new audit firm, which would require significant expense and management time. 38 The M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeThe M&A Rules further requires that the MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor acquires control of a PRC domestic enterprise or a foreign company with substantial PRC operations, if certain thresholds under the Provisions on Thresholds for Prior Notification of Concentrations of Undertakings, issued by the State Council, are triggered.
Biggest changeThe M&A Rules also require that an offshore special purpose vehicle, or a special purpose vehicle formed for overseas listing purposes and controlled directly or indirectly by PRC companies or individuals, shall obtain the approval of the China Securities Regulatory Commission prior to overseas listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. 51 The M&A Rules further requires that the MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor acquires control of a PRC domestic enterprise or a foreign company with substantial PRC operations, if certain thresholds under the Provisions on Thresholds for Prior Notification of Concentrations of Undertakings, issued by the State Council, are triggered.
On July 23, 2020, MOFCOM and NDRC jointly promulgated the Special Administrative Measures (Negative List) for Foreign Investment Access, or the Negative List (Edition 2020), which replaced the negative list attached to the Foreign Investment Catalogue in 2017.
On July 23, 2020, MOFCOM and NDRC jointly promulgated the Special Administrative Measures (Negative List) for Foreign Investment Access, or the Negative List (Edition 2020), which replaced the negative list attached to the Foreign Investment Catalogue in 2017.
As a result of the VIE Agreements, Jiuzi WFOE was regarded as the primary beneficiary of Zhejiang Jiuzi, and we treated Zhejiang Jiuzi and its subsidiaries as variable interest entities under U.S. GAAP for accounting purposes. We have consolidated the financial results of Zhejiang Jiuzi and its subsidiaries in our consolidated financial statements in accordance with U.S. GAAP.
As a result of the VIE Agreements, Jiuzi WFOE was regarded as the primary beneficiary of Zhejiang Jiuzi, and we treated Zhejiang Jiuzi and its subsidiaries as variable interest entities under U.S. GAAP for accounting purposes. We have consolidated the financial results of Zhejiang Jiuzi and its subsidiaries in our consolidated financial statements in accordance with U.S. GAAP.
In November 2022, the board of directors of the Company decided to dissolve the VIE structure.
In November 2022, the board of directors of the Company decided to dissolve the VIE structure.
On November 10, 2022, Zhejiang Jiuzi entered into a termination agreement (the “Termination Agreement”) with Jiuzi WFOE, pursuant to which the VIE agreements entered into among Zhejiang Jiuzi, Jiuzi WFOE and certain shareholders of Zhejiang Jiuzi shall be terminated effective upon the conditions are met.
On November 10, 2022, Zhejiang Jiuzi entered into a termination agreement (the “Termination Agreement”) with Jiuzi WFOE, pursuant to which the VIE agreements entered into among Zhejiang Jiuzi, Jiuzi WFOE and certain shareholders of Zhejiang Jiuzi shall be terminated effective upon the conditions are met.
On November 10, 2022, with approval of Jiuzi WFOE and approval of the board of directors of Zhejiang Jiuzi, Zhejiang Jiuzi issued 0.1% equity interest in Zhejiang Jiuzi to a third-party investor. The issuance was completed on November 27, 2022.
On November 10, 2022, with approval of Jiuzi WFOE and approval of the board of directors of Zhejiang Jiuzi, Zhejiang Jiuzi issued 0.1% equity interest in Zhejiang Jiuzi to a third-party investor. The issuance was completed on November 27, 2022.
On January 20, 2023, Jiuzi WFOE exercised its call option under the Exclusive Option Agreements dated June 15, 2020 with certain shareholder of Zhejiang Jiuzi and entered into equity transfer agreements with all the shareholders of Zhejiang Jiuzi to purchase all the equity interest in Zhejiang Jiuzi.
On January 20, 2023, Jiuzi WFOE exercised its call option under the Exclusive Option Agreements dated June 15, 2020 with certain shareholder of Zhejiang Jiuzi and entered into equity transfer agreements with all the shareholders of Zhejiang Jiuzi to purchase all the equity interest in Zhejiang Jiuzi.
Inflation Reduction Act (IRA). - Technological Advancements: Improvements in battery energy density and cost reductions (lithium-ion battery costs have dropped by over 80% in the past decade) have facilitated the widespread adoption of new energy batteries. - Growing Environmental Awareness: Increasing consumer and corporate focus on environmental protection and sustainable development has driven demand for new energy batteries. 3.
Inflation Reduction Act (IRA). - Technological Advancements: Improvements in battery energy density and cost reductions (lithium-ion battery costs have dropped by over 80% in the past decade) have facilitated the widespread adoption of new energy batteries. - Growing Environmental Awareness: Increasing consumer and corporate focus on environmental protection and sustainable development has driven demand for new energy batteries. 46 3.
Dividend Withholding Tax The Enterprise Income Tax Law provides that since January 1, 2008, an income tax rate of 10% will normally be applicable to dividends declared to non-PRC resident investors that do not have an establishment or place of business in the PRC, or that have such establishment or place of business but the relevant income is not effectively connected with the establishment or place of business, to the extent such dividends are derived from sources within the PRC. 65 Pursuant to an Arrangement Between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Incomes (“Double Tax Avoidance Arrangement”) and other applicable PRC laws, if a Hong Kong resident enterprise is determined by the competent PRC tax authority to have satisfied the relevant conditions and requirements under such Double Tax Avoidance Arrangement and other applicable laws, the 10% withholding tax on the dividends the Hong Kong resident enterprise receives from a PRC resident enterprise may be reduced to 5%.
Dividend Withholding Tax The Enterprise Income Tax Law provides that since January 1, 2008, an income tax rate of 10% will normally be applicable to dividends declared to non-PRC resident investors that do not have an establishment or place of business in the PRC, or that have such establishment or place of business but the relevant income is not effectively connected with the establishment or place of business, to the extent such dividends are derived from sources within the PRC. 63 Pursuant to an Arrangement Between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Incomes (“Double Tax Avoidance Arrangement”) and other applicable PRC laws, if a Hong Kong resident enterprise is determined by the competent PRC tax authority to have satisfied the relevant conditions and requirements under such Double Tax Avoidance Arrangement and other applicable laws, the 10% withholding tax on the dividends the Hong Kong resident enterprise receives from a PRC resident enterprise may be reduced to 5%.
Any violation of the Cyber Security Law may subject the internet information service provider to warnings, fines, confiscation of illegal gains, revocation of licenses, cancellation of filings, shutdown of websites or criminal liabilities. 60 Regulations on Environmental Protection and Work Safety Regulations on Environmental Protection Pursuant to the Environmental Protection Law of the PRC promulgated by the SCNPC, on December 26, 1989, amended on April, 24, 2014 and effective on January 1, 2015, any entity which discharges or will discharge pollutants during course of operations or other activities must implement effective environmental protection safeguards and procedures to control and properly treat waste gas, waste water, waste residue, dust, malodorous gases, radioactive substances, noise vibrations, electromagnetic radiation and other hazards produced during such activities.
Any violation of the Cyber Security Law may subject the internet information service provider to warnings, fines, confiscation of illegal gains, revocation of licenses, cancellation of filings, shutdown of websites or criminal liabilities. 58 Regulations on Environmental Protection and Work Safety Regulations on Environmental Protection Pursuant to the Environmental Protection Law of the PRC promulgated by the SCNPC, on December 26, 1989, amended on April, 24, 2014 and effective on January 1, 2015, any entity which discharges or will discharge pollutants during course of operations or other activities must implement effective environmental protection safeguards and procedures to control and properly treat waste gas, waste water, waste residue, dust, malodorous gases, radioactive substances, noise vibrations, electromagnetic radiation and other hazards produced during such activities.
The SEC maintains an internet site at http://www.sec.gov that contains reports, information statements, and other information regarding issuers that file electronically with the SEC. 4.B. Business overview We commit our core competencies in the renewable energy sector with driving innovation.
The SEC maintains an internet site at http://www.sec.gov that contains reports, information statements, and other information regarding issuers that file electronically with the SEC. 45 4.B. Business overview We commit our core competencies in the renewable energy sector with driving innovation.
Circular 16 reiterates the principle that an enterprise’s Renminbi capital converted from foreign currency-denominated capital may not be directly or indirectly used for purposes beyond its business scope or purposes prohibited by PRC laws or regulations, and such converted Renminbi capital shall not be provided as loans to non-affiliated entities. 64 PRC Laws and Regulations on Taxation Enterprise Income Tax The Enterprise Income Tax Law of the People’s Republic of China (the “EIT Law”) was promulgated by the Standing Committee of the National People’s Congress on March 16, 2007 and became effective on January 1, 2008, and was later amended on February 24, 2017.
Circular 16 reiterates the principle that an enterprise’s Renminbi capital converted from foreign currency-denominated capital may not be directly or indirectly used for purposes beyond its business scope or purposes prohibited by PRC laws or regulations, and such converted Renminbi capital shall not be provided as loans to non-affiliated entities. 62 PRC Laws and Regulations on Taxation Enterprise Income Tax The Enterprise Income Tax Law of the People’s Republic of China (the “EIT Law”) was promulgated by the Standing Committee of the National People’s Congress on March 16, 2007 and became effective on January 1, 2008, and was later amended on February 24, 2017.
We also have 13 software copyrights that are registered with China’s National Copyright Administration. Regulation This section sets forth a summary of the principal PRC laws and regulations relevant to our business and operations in China.
We also have 13 software copyrights that are registered with China’s National Copyright Administration. 49 Regulation in the PRC This section sets forth a summary of the principal PRC laws and regulations relevant to our business and operations in China.
Under the Foreign Exchange Regulations, foreign-invested enterprises in the PRC may purchase foreign exchange without the approval of SAFE to pay dividends by providing certain evidentiary documents, including board resolutions, tax certificates, or for trade- and services-related foreign exchange transactions, by providing commercial documents evidencing such transactions. 62 Registration of Foreign Investment Enterprises Pursuant to the Notice of State Administration of Foreign Exchange on Promulgation of the Provisions on Foreign Exchange Control on Direct Investments in China by Foreign Investors promulgated by the SAFE, or the Notice, upon establishment of a foreign investment enterprise pursuant to the law, registration formalities shall be completed with the foreign exchange bureau.
Under the Foreign Exchange Regulations, foreign-invested enterprises in the PRC may purchase foreign exchange without the approval of SAFE to pay dividends by providing certain evidentiary documents, including board resolutions, tax certificates, or for trade- and services-related foreign exchange transactions, by providing commercial documents evidencing such transactions. 60 Registration of Foreign Investment Enterprises Pursuant to the Notice of State Administration of Foreign Exchange on Promulgation of the Provisions on Foreign Exchange Control on Direct Investments in China by Foreign Investors promulgated by the SAFE, or the Notice, upon establishment of a foreign investment enterprise pursuant to the law, registration formalities shall be completed with the foreign exchange bureau.
Besides, where any activities affect or may endanger national security during the purchase of network products and services by key information infrastructure operators or the data processing by data workers, cybersecurity reviews should be conducted in accordance with these Measures. 56 Regulations on Commercial Franchise Regulations on Product Liability In China, commercial franchise activities in the new energy sector are primarily regulated by the “Regulations on the Administration of Commercial Franchise Operations” (State Council Order No. 485) and its supporting regulations.
Besides, where any activities affect or may endanger national security during the purchase of network products and services by key information infrastructure operators or the data processing by data workers, cybersecurity reviews should be conducted in accordance with these Measures. 54 Regulations on Commercial Franchise Regulations on Product Liability In China, commercial franchise activities in the new energy sector are primarily regulated by the “Regulations on the Administration of Commercial Franchise Operations” (State Council Order No. 485) and its supporting regulations.
Pursuant to the Financial Support Circular, a purchaser may purchase a new energy vehicle from a seller by paying the original price minus the subsidy amount, and the seller may obtain the subsidy amount from the government after such new energy vehicle is sold to the purchaser. 57 On December 29, 2016, the MOF, the MOST, the MIIT and the NDRC jointly issued the Circular on Adjusting the Subsidy Policy for the Promotion and Application of New Energy Vehicles, or the Circular on Adjusting the Subsidy Policy, which took effect on January 1, 2017, to adjust the existing subsidy standards for purchasers of NEVs.
Pursuant to the Financial Support Circular, a purchaser may purchase a new energy vehicle from a seller by paying the original price minus the subsidy amount, and the seller may obtain the subsidy amount from the government after such new energy vehicle is sold to the purchaser. 55 On December 29, 2016, the MOF, the MOST, the MIIT and the NDRC jointly issued the Circular on Adjusting the Subsidy Policy for the Promotion and Application of New Energy Vehicles, or the Circular on Adjusting the Subsidy Policy, which took effect on January 1, 2017, to adjust the existing subsidy standards for purchasers of NEVs.
Instead, he or she shall register with a bank in the place where the assets or interests of the domestic enterprise in which he or she has interests are located if the domestic resident individually seeks to make a capital contribution to the SPV using his or her legitimate domestic assets or interests; or he or she shall register with a local bank at his or her permanent residence if the domestic resident individually seeks to make a capital contribution to the SPV using his or her legitimate offshore assets or interests. 63 As of the date hereof, five shareholders of Jiuzi, whose shares account for 100% of the total shares of Jiuzi shareholders, have completed registrations in accordance with Circular 37.
Instead, he or she shall register with a bank in the place where the assets or interests of the domestic enterprise in which he or she has interests are located if the domestic resident individually seeks to make a capital contribution to the SPV using his or her legitimate domestic assets or interests; or he or she shall register with a local bank at his or her permanent residence if the domestic resident individually seeks to make a capital contribution to the SPV using his or her legitimate offshore assets or interests. 61 As of the date hereof, five shareholders of Jiuzi, whose shares account for 100% of the total shares of Jiuzi shareholders, have completed registrations in accordance with Circular 37.
On July 15, 2020, the Ministry of Industry and Information Technology, the Ministry of Agriculture and Rural Affairs, and the Ministry of Commerce jointly issued the Notice of the General Office of the Ministry of Industry and Information Technology of the General Office of the Ministry of Agriculture and Rural Affairs on the Development of New Energy Vehicles to the Countryside , which jointly organize new energy vehicles to the countryside, in order to promote the promotion and application of new energy vehicles in rural areas, guide rural residents to upgrade their travel modes, and assist in the construction of beautiful villages and rural revitalization strategies. 58 We believe that the above policies have effectively promoted the development of the new energy vehicle industry.
On July 15, 2020, the Ministry of Industry and Information Technology, the Ministry of Agriculture and Rural Affairs, and the Ministry of Commerce jointly issued the Notice of the General Office of the Ministry of Industry and Information Technology of the General Office of the Ministry of Agriculture and Rural Affairs on the Development of New Energy Vehicles to the Countryside , which jointly organize new energy vehicles to the countryside, in order to promote the promotion and application of new energy vehicles in rural areas, guide rural residents to upgrade their travel modes, and assist in the construction of beautiful villages and rural revitalization strategies. 56 We believe that the above policies have effectively promoted the development of the new energy vehicle industry.
The State also establishes information reporting system and national security review system according to the Foreign Investment Law. 61 PRC Laws and Regulations on Wholly Foreign-owned Enterprises The establishment, operation and management of corporate entities in China are governed by the PRC Company Law, which was promulgated by the SCNPC on December 29, 1993 and became effective on July 1, 1994.
The State also establishes information reporting system and national security review system according to the Foreign Investment Law. 59 PRC Laws and Regulations on Wholly Foreign-owned Enterprises The establishment, operation and management of corporate entities in China are governed by the PRC Company Law, which was promulgated by the SCNPC on December 29, 1993 and became effective on July 1, 1994.
If the consequences of any such disclosure are expected to be serious, ICP operators must immediately report the incident to the telecommunications regulatory authority and cooperate with the authorities in their investigations. 55 On July 16, 2013, the MIIT issued the Order for the Protection of Telecommunication and Internet User Personal Information.
If the consequences of any such disclosure are expected to be serious, ICP operators must immediately report the incident to the telecommunications regulatory authority and cooperate with the authorities in their investigations. 53 On July 16, 2013, the MIIT issued the Order for the Protection of Telecommunication and Internet User Personal Information.
Showcase the latest products and technologies to connect with potential customers and partners. - Collaborate with Automotive and Energy Companies, Establish strategic partnerships with EV manufacturers and energy storage system integrators to become their preferred battery supplier. Conduct joint branding campaigns to enhance market influence. 51 3.
Showcase the latest products and technologies to connect with potential customers and partners. - Collaborate with Automotive and Energy Companies, Establish strategic partnerships with EV manufacturers and energy storage system integrators to become their preferred battery supplier. Conduct joint branding campaigns to enhance market influence. 48 3.
All our employees are located in Hangzhou, Zhejiang, where local government imposes no mandatory requirements on employers to provide housing funds to employees. We intend to provide the employees with housing funds if the local government requires it in the future. 66 4.C. Organizational structure We are incorporated in the Cayman Islands.
All our employees are located in Hangzhou, Zhejiang, where local government imposes no mandatory requirements on employers to provide housing funds to employees. We intend to provide the employees with housing funds if the local government requires it in the future. 64 4.C. Organizational structure We are incorporated in the Cayman Islands.
These measures range from constructing charging infrastructures to encouraging expansion of new energy sales market and sales of new energy vehicles. 59 Certain local governments have also implemented incentive policies for the construction and operation of charging infrastructure.
These measures range from constructing charging infrastructures to encouraging expansion of new energy sales market and sales of new energy vehicles. 57 Certain local governments have also implemented incentive policies for the construction and operation of charging infrastructure.
This will help increase our brand influence and create a scale effect. 50 2.
This will help increase our brand influence and create a scale effect. 2.
Governmen t Policies Relating to New Energy Vehicles in the PRC China’s new energy policy, centered around the “Dual Carbon” goals (peaking carbon emissions by 2030 and achieving carbon neutrality by 2060), drives the world’s largest energy transition through technological breakthroughs, industrial upgrades, and green financial tools.
Government Policies Relating to New Energy Vehicles in the PRC China’s new energy policy, centered around the “Dual Carbon” goals (peaking carbon emissions by 2030 and achieving carbon neutrality by 2060), drives the world’s largest energy transition through technological breakthroughs, industrial upgrades, and green financial tools.
According to the Foreign Investment Law, “foreign investment” refers to investment activities directly or indirectly conducted by one or more natural persons, business entities, or otherwise organizations of a foreign country (collectively referred to as “foreign investor”) within China, and the investment activities include the following situations: (i) a foreign investor, individually or collectively with other investors, establishes a foreign-invested enterprise within China; (ii) a foreign investor acquires stock shares, equity shares, shares in assets, or other like rights and interests of an enterprise within China; (iii) a foreign investor, individually or collectively with other investors, invests in a new project within China; and (iv) investments in other means as provided by laws, administrative regulations, or the State Council.
The Foreign Investment Law establishes the basic framework for the access to, and the promotion, protection and administration of foreign investments in view of investment protection and fair competition. 50 According to the Foreign Investment Law, “foreign investment” refers to investment activities directly or indirectly conducted by one or more natural persons, business entities, or otherwise organizations of a foreign country (collectively referred to as “foreign investor”) within China, and the investment activities include the following situations: (i) a foreign investor, individually or collectively with other investors, establishes a foreign-invested enterprise within China; (ii) a foreign investor acquires stock shares, equity shares, shares in assets, or other like rights and interests of an enterprise within China; (iii) a foreign investor, individually or collectively with other investors, invests in a new project within China; and (iv) investments in other means as provided by laws, administrative regulations, or the State Council.
In 2022, China’s power battery installations surpassed 300GWh, and this figure is projected to exceed 1000GWh by 2025. - Energy Storage Market: Energy storage batteries represent another significant growth area in the new energy battery industry. With the rapid development of renewable energy sources such as solar and wind power, the demand for energy storage batteries has surged.
In 2025, China’s power battery installations surpassed 769.7GWh, and this figure is projected to exceed 1300GWh by 2030. - Energy Storage Market: Energy storage batteries represent another significant growth area in the new energy battery industry. With the rapid development of renewable energy sources such as solar and wind power, the demand for energy storage batteries has surged.
The Foreign Investment Catalogue, which was promulgated jointly by MOFCOM and the NDRC on June 28, 2017 and became effective on July 28, 2017, classifies industries into three categories with regard to foreign investment: (1) “encouraged,” (2) “restricted,” and (3) “prohibited.” The latter two categories are included in a negative list, which was first introduced into the Foreign Investment Catalog in 2017 and specified the restrictive measures for the entry of foreign investment. 52 On June 28, 2018, MOFCOM and NDRC jointly promulgated the Special Administrative Measures (Negative List) for Foreign Investment Access, or the Negative List (Edition 2018), which replaced the negative list attached to the Foreign Investment Catalogue in 2017.
The Foreign Investment Catalogue, which was promulgated jointly by MOFCOM and the NDRC on June 28, 2017 and became effective on July 28, 2017, classifies industries into three categories with regard to foreign investment: (1) “encouraged,” (2) “restricted,” and (3) “prohibited.” The latter two categories are included in a negative list, which was first introduced into the Foreign Investment Catalog in 2017 and specified the restrictive measures for the entry of foreign investment.
The transaction underlying the equity transfer agreement was completed and the VIE Agreements were terminated pursuant to the Termination Agreement on January 20, 2023. As a result, Zhejiang Jiuzi became a wholly owned subsidiary of Jiuzi WFOE and the VIE structure is dissolved.
The transaction underlying the equity transfer agreement was completed and the VIE Agreements were terminated pursuant to the Termination Agreement on January 20, 2023. As a result, Zhejiang Jiuzi became a wholly owned subsidiary of Jiuzi WFOE and the VIE structure was dissolved. ITEM 4A. UNRESOLVED STAFF COMMENTS None.
Future Outlook - Continued Market Expansion: As demand for electric vehicles and energy storage grows, the new energy battery industry will maintain rapid growth. - Accelerated Technological Innovation: New technologies such as solid-state batteries and sodium-ion batteries are expected to commercialize within the next decade, reshaping the industry landscape. - Globalized Production Layout: Battery companies will expand production capacity globally to be closer to markets and reduce supply chain risks. - Circular Economy and Sustainable Development: Battery recycling and resource reuse will become critical industry trends, promoting a green economy.
Future Outlook - Continued Market Expansion: As demand for electric vehicles and energy storage grows, we believe that the new energy battery industry will maintain rapid growth. - Accelerated Technological Innovation: New technologies such as solid-state batteries and sodium-ion batteries are expected to commercialize within the next decade, reshaping the industry landscape. - Globalized Production Layout: We anticipate that battery companies will expand production capacity globally to be closer to markets and reduce supply chain risks. - Circular Economy and Sustainable Development: We believe that battery recycling and resource reuse will become critical industry trends, promoting a green economy. - Blockchain & Crypto Asset Layout: We intend to integrate mainstream cryptocurrencies into balance sheets, build a risk-controlled treasury management framework with yield optimization, and explore DeFi and staking to boost shareholder value.
See “Regulations — Regulations relating to Foreign Investment-The Guidance Catalogue of Industries for Foreign Investment.” Besides, the PRC government will establish a foreign investment information reporting system, according to which foreign investors or foreign-invested enterprises shall submit investment information to the competent department for commerce concerned through the enterprise registration system and the enterprise credit information publicity system, and a security review system under which the security review shall be conducted for foreign investment affecting or likely affecting the state security. 53 Furthermore, the Foreign Investment Law provides that foreign invested enterprises established according to the existing laws regulating foreign investment before the implementation of the Foreign Investment Law may maintain their structure and corporate governance within five years after the implementing of the Foreign Investment Law.
See “Regulations — Regulations relating to Foreign Investment-The Guidance Catalogue of Industries for Foreign Investment.” Besides, the PRC government will establish a foreign investment information reporting system, according to which foreign investors or foreign-invested enterprises shall submit investment information to the competent department for commerce concerned through the enterprise registration system and the enterprise credit information publicity system, and a security review system under which the security review shall be conducted for foreign investment affecting or likely affecting the state security.
The ICP Measures, promulgated by the State Council requires internet information service providers to maintain an adequate system that protects the security of user information. In December 2005, the Ministry of Public Security, or the MPS, promulgated the Regulations on Technical Measures of Internet Security Protection, requiring internet service providers to utilize standard technical measures for internet security protection.
In December 2005, the Ministry of Public Security, or the MPS, promulgated the Regulations on Technical Measures of Internet Security Protection, requiring internet service providers to utilize standard technical measures for internet security protection.
Pursuant to the Decision on Strengthening the Protection of Online Information, issued by the Standing Committee of the National People’s Congress in December 2012, and the Order for the Protection of Telecommunication and Internet User Personal Information, issued by the MIIT in July 2013, any collection and use of a user’s personal information must be subject to the consent of the user, be legal, rational and necessary and be limited to specified purposes, methods and scopes.
An internet information service provider is also required to properly maintain users’ personal information, and in case of any leak or likely leak of such information, it must take immediate remedial measures and, in the event of a serious leak, report to the telecommunication’s regulatory authority immediately. 52 Pursuant to the Decision on Strengthening the Protection of Online Information, issued by the Standing Committee of the National People’s Congress in December 2012, and the Order for the Protection of Telecommunication and Internet User Personal Information, issued by the MIIT in July 2013, any collection and use of a user’s personal information must be subject to the consent of the user, be legal, rational and necessary and be limited to specified purposes, methods and scopes.
With the rapid adoption of electric vehicles (EVs) and the accelerated development of renewable energy, the new energy battery industry is experiencing unprecedented growth opportunities. Below is an overview of the new energy battery industry, covering market size, technological trends, key players, driving factors, and challenges. 1.
Below is an overview of the new energy battery industry, covering market size, technological trends, key players, driving factors, and challenges. 1.
Our revenues consist of (i) Sales of new energy batteries, including production, transportation, and packaging, primarily in the mainland Pearl River Delta region; (ii) Sales and production of electric vehicles in Southeast Asia, including two-wheelers, three-wheeled electric scooters, and slow-speed vehicles. 49 Industry Overview The new energy battery industry (primarily including power batteries and energy storage batteries) has become one of the core drivers of global energy transformation and green economic development in recent years.
Our revenues consist of two reportable operating segments: (i) Sales of new energy batteries, including production, transportation, and packaging, primarily in the mainland Pearl River Delta region; and(ii) Sales and production of electric vehicles in Southeast Asia, including two-wheelers, three-wheeled electric scooters, and slow-speed vehicles.
In addition, the Ministry of Public Security has promulgated measures prohibiting use of the internet in ways which result in a leak of state secrets or a spread of socially destabilizing content, among other things.
In addition, the Ministry of Public Security has promulgated measures prohibiting use of the internet in ways which result in a leak of state secrets or a spread of socially destabilizing content, among other things. If an internet information service provider violates any of these measures, competent authorities may revoke its operating license and shut down its websites.
As a holding company with no material operations of our own, we conduct our operations in China through our PRC Operating Subsidiaries, Shenzhen Jiuzi New Energy Holding Group Ltd., or Shenzhen Jiuzi. The following diagram illustrates the corporate structure of our subsidiaries: Subsidiaries Jiuzi Holdings, Inc. (“Jiuzi Holdings”) is a Cayman Islands exempted company incorporated on October 10, 2019.
As a holding company with no material operations of our own, we conduct our operations in China through our PRC Operating Subsidiaries, Shenzhen Jiuzi New Energy Holding Group Ltd., or Shenzhen Jiuzi.
Collaboration and Ecosystem Development - Deep Collaboration with Automakers: Jointly develop customized battery solutions with automotive companies to enhance product competitiveness. - Build an Industrial Ecosystem: Collaborate with material suppliers, equipment manufacturers, and recycling companies to create synergies, reduce costs, and mitigate risks.
Collaboration and Ecosystem Development - Deep Collaboration with Automakers: Jointly develop customized battery solutions with automotive companies to enhance product competitiveness. - Build an Industrial Ecosystem: Collaborate with material suppliers, equipment manufacturers, and recycling companies to create synergies, reduce costs, and mitigate risks. 47 Supply Chain The supply chain for new energy batteries (such as power batteries and energy storage batteries) is a complex and highly specialized system, involving multiple stages from raw material extraction to the delivery of the final product.
Marketing and Branding To effectively promote our new energy battery brand and enhance market recognition and customer trust, we will establish subsidiaries or operational outlets in key market regions such as Shenzhen, Beijing, Hangzhou, Hefei, and Chongqing. Our marketing and branding strategies will focus on the following approaches: 1.
We have set up subsidiaries or operational outlets in key market regions including Shenzhen and Beijing, and are systematically developing our presence in Hangzhou, Hefei, and Chongqing. Our marketing and branding strategies will focus on the following approaches: 1.
Once the batteries are received, they are inspected and inventoried at our company warehouse before being shipped to customers who have placed sales orders.
Once the batteries are received, they are inspected and inventoried at our company warehouse before being shipped to customers who have placed sales orders. Marketing and Branding To effectively promote our new energy battery brand and enhance market recognition and customer trust, we have implemented a regional expansion strategy with varying stages of establishment.
If an internet information service provider violates any of these measures, competent authorities may revoke its operating license and shut down its websites. 54 In recent years, PRC government authorities have enacted laws and regulations on internet use to protect personal information from any unauthorized disclosure.
In recent years, PRC government authorities have enacted laws and regulations on internet use to protect personal information from any unauthorized disclosure. The ICP Measures, promulgated by the State Council requires internet information service providers to maintain an adequate system that protects the security of user information.
Supply Chain The supply chain for new energy batteries (such as power batteries and energy storage batteries) is a complex and highly specialized system, involving multiple stages from raw material extraction to the delivery of the final product. Currently, our company’s battery business primarily serves the electric vehicle (EV), energy storage systems, and consumer electronics sectors.
Currently, our company’s battery business primarily serves the electric vehicle (EV), energy storage systems, and consumer electronics sectors.
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The Foreign Investment Law establishes the basic framework for the access to, and the promotion, protection and administration of foreign investments in view of investment protection and fair competition.
Added
Industry Overview The new energy battery industry (primarily including power batteries and energy storage batteries) has become one of the core drivers of global energy transformation and green economic development in recent years. With the rapid adoption of electric vehicles (EVs) and the accelerated development of renewable energy, the new energy battery industry is experiencing unprecedented growth opportunities.
Removed
The M&A Rules also require that an offshore special purpose vehicle, or a special purpose vehicle formed for overseas listing purposes and controlled directly or indirectly by PRC companies or individuals, shall obtain the approval of the China Securities Regulatory Commission prior to overseas listing and trading of such special purpose vehicle’s securities on an overseas stock exchange.
Added
On June 28, 2018, MOFCOM and NDRC jointly promulgated the Special Administrative Measures (Negative List) for Foreign Investment Access, or the Negative List (Edition 2018), which replaced the negative list attached to the Foreign Investment Catalogue in 2017.
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An internet information service provider is also required to properly maintain users’ personal information, and in case of any leak or likely leak of such information, it must take immediate remedial measures and, in the event of a serious leak, report to the telecommunication’s regulatory authority immediately.
Added
Furthermore, the Foreign Investment Law provides that foreign invested enterprises established according to the existing laws regulating foreign investment before the implementation of the Foreign Investment Law may maintain their structure and corporate governance within five years after the implementing of the Foreign Investment Law.
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We conduct our business in China through our PRC Operating Subsidiaries. The consolidation of our Company and our PRC Operating Subsidiaries has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements. Jiuzi New York Inc.
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The following diagram illustrates the corporate structure of our subsidiaries: Subsidiaries 65 The Restructuring Prior to the restructuring completed in January 20, 2023, Jiuzi WFOE entered into a series of VIE Agreements with Zhejiang Jiuzi and the shareholders of Zhejiang Jiuzi, which established the VIE structure.
Removed
(“Jiuzi New York”), a New York corporation established on April 3,2023. It was a wholly owned subsidiary of Jiuzi Holdings. It was mainly involved in corporate investment consulting. Jiuzi New Energy International Holding Group (HK) Limited. (“New Energy Holding HK”) was incorporated on May 23, 2023.
Removed
It was a wholly owned subsidiary of Jiuzi New York and a company organized under the laws of the Hong Kong Special Administrative Region of the People’s Republic of China. It was mainly involved in corporate investment consulting. Shenzhen Jiuzi New Energy Holding Group Co., Ltd.
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(“Shenzhen Jiuzi”) was incorporated on August 1, 2023 under the laws of the People’s Republic of China.
Removed
It was a wholly owned subsidiary of New Energy Holding HK and mainly involved in sales of electrical accessories for new energy vehicles, sales of charging/battery swap infrastructure for new energy vehicles, sales of electricity chargers, operating electric charging infrastructure for new energy cars, leasing of charging control equipment, research and development of emerging energy technology, sales of new energy driven equipment, recycling wasted power battery of new energy vehicles and cascade utilization (excluding operating hazardous wastes). 67 The Restructuring Prior to the restructuring completed in January 20, 2023, Jiuzi WFOE entered into a series of VIE Agreements with Zhejiang Jiuzi and the shareholders of Zhejiang Jiuzi, which established the VIE structure.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

38 edited+13 added−15 removed17 unchanged
Biggest changeIf the Company is unable to obtain ample supply of goods from existing suppliers or alternative sources of supply, the Company may be unable to satisfy the orders from its customers, which may have a material adverse impact on revenue. 74 The concentration of sales revenues generated by third-party customers comprised of the following: Years Ended October 31, October 31, October 31, 2024 2023 2022 Customer A 412,146 29.44 % - - % - - % Customer B 333,450 23.84 % - - % - - % Customer E 245,577 17.54 % - - % - - % Customer F 192,890 13.78 % - - % - - % Customer G 120,362 8.60 % - - % - 5 % Total 1,304,425 93.16 % - - % - - %
Biggest changeDisclosure of details regarding the Company’s top five customers in respect of the concentration of sales revenues generated from third-party customers: Years Ended October 31, October 31, October 31, 2025 2024 2023 Customer A - - % 412,146 29.44 % - - % Customer B - - % 333,450 23.82 % - - % Customer E - - % 245,577 17.54 % - - % Customer F - - % 192,890 13.78 % - - % Customer G 972,280 33.73 % 120,362 8.60 % - - % Customer C 377,417 13.09 % - -% - - % Customer D 367,744 12.76 % - -% - - % Customer H 301,093 10.44 % - -% - - % Customer I 252,573 8.76 % - -% - - % Total 2,271,107 78.78 % 1,304,425 93.18 % - - % In 2025 and 2024, cost of revenue derived from the Company’s top five suppliers accounted for 75.19% and 99.99% of total cost of revenue, respectively.
When collection of the original amounts is no longer probable, the Company will either partially or fully write-off the balance against the allowance for credit losses. 71 Revenue Recognition In 2014, the FASB issued guidance on revenue recognition (“ASC 606”), with final amendments issued in 2016.
When collection of the original amounts is no longer probable, the Company will either partially or fully write-off the balance against the allowance for credit losses. Revenue Recognition In 2014, the FASB issued guidance on revenue recognition (“ASC 606”), with final amendments issued in 2016.
These principles require the Company’s management to make estimates and judgments that affect the reported amounts of assets, liabilities, sales and expenses, cash flow and related disclosure of contingent assets and liabilities. The estimates include, but are not limited to, accounts receivable, revenue recognition, inventory realization, impairment of long-lived assets and income taxes.
These principles require our management to make estimates and judgments that affect the reported amounts of assets, liabilities, sales and expenses, cash flow and related disclosure of contingent assets and liabilities. The estimates include, but are not limited to, accounts receivable, revenue recognition, inventory realization, impairment of long-lived assets and income taxes.
The transaction price is determined and allocated to the product prior to the transfer of the goods to the customer. The initial franchise services include a series of performance obligations and an indefinite license to use the Company’s trademark.
The transaction price is determined and allocated to the product prior to the transfer of the goods to the customer. The initial franchise services include a series of performance obligations and an indefinite license to use our trademark.
The Company’s revenues consist of sales of vehicle by the Company’s own corporate retail store to third party customers, sales of vehicle to franchisees as a supplier, fees from retail stores operated by franchisees, and sublease of vehicles to third party customers. Revenues from franchised stores include initial franchise fees and annual royalties based on a percent of net incomes,.
Our revenues consist of sales of vehicle by our own corporate retail store to third party customers, sales of vehicle to franchisees as a supplier, fees from retail stores operated by franchisees, and sublease of vehicles to third party customers. Revenues from franchised stores include initial franchise fees and annual royalties based on a percent of net incomes.
Management took into account historical experience, the economy, trends in the automotive industry, the collectability of accounts receivable as of October 31, 2024, and the realization of inventory.
Management took into account historical experience, the economy, trends in the automotive industry, the collectability of accounts receivable as of October 31, 2025, and the realization of inventory.
The Company’s management believes that among their significant accounting policies, which are described in Note 2 to the audited consolidated financial statements of the Company included in this Registration Statement, the following accounting policies involve a greater degree of judgment and complexity.
Our management believes that among their significant accounting policies, which are described in Note 2 to the audited consolidated financial statements included in this Registration Statement, the following accounting policies involve a greater degree of judgment and complexity.
Critical Accounting Policies The discussion and analysis of the Company’s financial condition and results of operations are based upon its financial statements, which have been prepared in accordance with GAAP.
Critical Accounting Policies The discussion and analysis of the our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with GAAP.
Our revenues consist of (i) Sales of new energy batteries, including production, transportation, and packaging, primarily in the mainland Pearl River Delta region; (ii) Sales and production of electric vehicles in Southeast Asia, including two-wheelers, three-wheeled electric scooters, and slow-speed vehicles. 68 Results of Operations Revenues We derive our revenues from two operating segments, (i) propretaey product, and (ii) resale of sourced Equipment and accessories from third party products.
We derive our revenue from two reportable operating segments: (i) Sales of new energy batteries, including production, transportation, and packaging, primarily in the mainland Pearl River Delta region; (ii) Sales and production of electric vehicles in Southeast Asia, including two-wheelers, three-wheeled electric scooters, and slow-speed vehicles. 66 Results of Operations Revenues We derive our revenues from two reportable operating segments, (i) proprietary product, and (ii) resale of sourced Equipment and accessories from third party products.
The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the services it transfers to its clients. The Company has concluded that the new guidance did not require any significant change to its revenue recognition processes.
We only apply the five-step model to contracts when it is probable that we will collect the consideration it is entitled to in exchange for the services it transfers to its clients. We have concluded that the new guidance did not require any significant change to its revenue recognition processes.
The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances. Actual results may differ from these estimates. To the extent that there are material differences between these estimates and the actual results, future financial statements will be affected.
We base our estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances. Actual results may differ from these estimates. To the extent that there are material differences between these estimates and the actual results, future financial statements will be affected.
The Company recognizes royalty revenues only when the franchisee has generated positive annual net income, at which point the Company has the contractual right to request for payment of the royalty. The royalty is calculated as a percentage of the franchisees’ annual net income.
We recognize royalty revenues only when the franchisee has generated positive annual net income, at which point we have the contractual right to request for payment of the royalty. The royalty is calculated as a percentage of the franchisees’ annual net income.
The Company subleases vehicles to third party and recognizes revenues over time which is ratably on a monthly basis over the lease period according to the lease agreement. The Company estimates potential returns and records such estimates against its gross revenue to arrive at its reported net sales revenue. The Company has not experienced any sales returns.
We sublease vehicles to third party and recognizes revenues over time which is ratably on a monthly basis over the lease period according to the lease agreement. We estimate potential returns and records such estimates against its gross revenue to arrive at its reported net sales revenue. We have not experienced any sales returns.
The Company recognizes sales of vehicle revenues at the point in time when the Company has transferred physical possession of the goods to the customer and the customer has accepted the goods, therefore, indicating as control of the goods has been transferred to the customer.
We recognize sales of vehicle revenues at the point in time when we have transferred physical possession of the goods to the customer and the customer has accepted the goods, therefore, indicating as control of the goods has been transferred to the customer.
The Company has not experienced any losses in such accounts and believes it is not exposed to significant credit risk. Concentration The Company has a concentration risk related to suppliers and customers.
Accordingly, the Company has a concentration of credit risk related to the uninsured part of bank deposits. The Company has not experienced any losses in such accounts and believes it is not exposed to significant credit risk. Concentration The Company has a concentration risk related to suppliers and customers.
Inventory Inventories, which are primarily comprised of finished goods for sale, are stated at the lower of cost or net realizable value, using the first-in first-out method. The Company evaluates the need for reserves associated with obsolete, slow-moving and non-salable inventory by reviewing net realizable values on a periodic basis. Only defects products can be return to our suppliers.
Inventory Inventories, which are primarily comprised of finished goods for sale, are stated at the lower of cost or net realizable value, using the first-in first-out method. We evaluate the need for reserves associated with obsolete, slow-moving and non-salable inventory by reviewing net realizable values on a periodic basis.
The following table sets forth our revenues by segment and as a percentage of total revenues for the periods indicated: For Years ended October 31, 2024 % 2023 % 2022 Proprietary product $ 771,917 55.13 $ - - $ - Resales of Sourced Equipment and Accessories from Third Party 628,222 44.87 - - - Total revenue $ 1,400,139 100.00 $ - - $ - Resale of Sourced Equipment and Accessories From Third Party Products We generate the majority of our revenues from the sales of self-brand product.
The following table sets forth our revenues by segment and as a percentage of total revenues for the periods indicated: For Years ended October 31, 2025 % 2024 % Change Proprietary product $ 13,452 0.47 $ 771,917 55.13 $ (758,465 ) Resales of Sourced Equipment and Accessories from Third Party 2,869,286 99.53 628,222 44.87 2,241,064 Total revenue $ 2,882,738 100.00 $ 1,400,139 100.00 $ 1,482,599 Resale of Sourced Equipment and Accessories From Third Party Products We generate the majority of our revenues from the sales of resales of sourced equipment and accessories from third party.
Although the Company believes the estimates are reasonable, no assurance can be given that the final outcome of these matters will not be different than what is reflected in the historical income tax provisions and accruals. 72 New Accounting Pronouncements In February of 2016, the FASB issued Accounting Standards Update No. 2016-02 (ASU 2016-02) “Leases (Topic 842)”.
Although the Company believes the estimates are reasonable, no assurance can be given that the final outcome of these matters will not be different than what is reflected in the historical income tax provisions and accruals. New Accounting Pronouncements In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (“Topic 326”).
A tax benefit from an uncertain tax position may be recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities.
Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. A tax benefit from an uncertain tax position may be recognized only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Deferred tax expense (benefit) results from the net change during the years of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized.
Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management’s estimates and assumptions.
Accordingly, our management believes these are the most critical to fully understand and evaluate its financial condition and results of operations. 69 Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses.
The following table summarizes the company’s cash flow data as of October 31, 2024 and October 31, 2023: For the years ended October 31, 2024 2023 Net cash used in operating activities $ (50,620,497 ) $ (5,475,912 ) Net cash provided by (used in) investing activities (89,499 ) 1,280,541 Net cash provided by financing activities 51,174,606 3,189,322 Net increase (decrease) of cash and cash equivalents $ 464,610 $ (1,006,049 ) 70 Operating Activities Net cash used in operating activities consists primarily of net income adjusted for non-cash items, including depreciation and amortization, accounts receivable and contractual liabilities, and is adjusted for the impact of changes in working capital.
The following table summarizes the company’s cash flow data as of October 31, 2025 and October 31, 2024: For Years ended October 31, 2025 2024 Change Net cash used in operating activities $ (1,011,864 ) $ (50,620,497 ) $ 49,608,633 Net cash used in investing activities (66,491 ) (89,499 ) 23,008 Net cash provided by financing activities 4,700,214 51,174,606 (46,474,392 ) Net increase of cash and cash equivalents $ 3,621,859 $ 464,610 $ 3,157,249 Operating Activities Net cash used in operating activities consists primarily of net loss adjusted for non-cash items, including depreciation and amortization, impairment loss, accounts receivable and contractual liabilities, and is adjusted for the impact of changes in working capital.
Income Taxes Income taxes are provided in accordance with ASC No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry-forwards. Deferred tax expense (benefit) results from the net change during the years of deferred tax assets and liabilities.
Only defects products can be return to our suppliers. 70 Income Taxes Income taxes are provided in accordance with ASC No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry-forwards.
Although the Company’s management believes that cash generated from operations will be sufficient to meet the Company’s normal working capital requirements, its ability to service its current debt will depend on its future realization of its current assets for at least the next 12 months.
In evaluating the Company’s ability to continue as a going concern, management considered the conditions and events that could raise substantial doubt about the Company’s ability to continue as a going concern within 12 months after the Company’s financial statements were issued. 68 Although the Company’s management believes that the Company’s current cash resources and cash generated from operations will be sufficient to meet the Company’s normal working capital requirements for at least the next 12 months, its ability to service its current debt will depend on its future realization of its current assets.
Provision for bad debt Provision for bad debt increased by 100% from nil for the year ended October 31, 2023 to $42.04million for the year ended October 31, 2024, We have filed civil claim suits against certain vendors for failing to deliver the purchased vehicles according to the terms of the agreements.
Asset impairment and credit losses Asset impairment and credit losses decreased by 79% from 42.04 million for the year ended October 31, 2024 to $8.69 million for the year ended October 31, 2025. We have filed civil claim suits against certain vendors for failing to deliver the purchased vehicles according to the terms of the applicable agreements.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS You should read the following description of our results of operations and financial condition in conjunction with the consolidated audited financial statements the years ended October 31, 2024 and 2023. Overview We commit our core competencies in the renewable energy sector with driving innovation.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS You should read the following description of our results of operations and financial condition in conjunction with the consolidated audited financial statements and related notes for the years ended October 31, 2025 and 2024. This discussion may contain forward-looking statements about our business and operations.
General and administrative expense increased by 390.80% from $2,790,753 for the year ended October 31, 2023 to $13,697,342 for the year ended October 31, 2024, mainly attributable to the share-based compensation expense.
Selling, General and administrative expenses General and administrative expense decreased by 90% from $13,697,342 for the year ended October 31, 2024 to $1,344,606 for the year ended October 31, 2025 mainly attributable to a decrease in share-based compensation expense.
The following table sets forth our cost of revenues by segment and as a percentage of total cost of revenues for the periods indicated: For Years ended October 31, 2024 % 2023 % 2022 Proprietary product $ 724,933 54.59 $ - $ - Resales of Sourced Equipment and Accessories from Third Party 603,116 45.41 - - Total cost of revenues $ 1,328,049 100.00 $ - $ - Gross Profit and Gross Margin The following table sets forth the gross profit and gross margin by segment: For Years ended October 31, 2024 % 2023 % 2022 % Proprietary product $ 46,984 6.09 $ - - - $ - Resales of Sourced Equipment and Accessories from Third Party 25,106 4.00 - - - - Total gross profit $ 72,090 5.15 $ - - - $ - 69 Selling, General and administrative expenses Selling, general and administrative expenses decreased by 206.85% from $4,463,853 for the year ended October 31, 2023 to $13,697,513 for the year ended October 31, 2024, Selling and marketing expense decreased by 100.00% from $1,673,100 for the year ended October 31, 2023 to $171 for the year ended October 31, 2024 primarily attributable to the share-based compensation expenses.
The following table sets forth our cost of revenues by segment and as a percentage of total cost of revenues for the periods indicated: For Years ended October 31, 2025 % 2024 % Change Proprietary product $ 12,999 0.45 $ 724,933 54.59 $ (711,934 ) Resales of Sourced Equipment and Accessories from Third Party 2,849,670 99.55 603,116 45.41 2,246,554 Total cost of revenues $ 2,862,669 100.00 $ 1,328,049 100.00 $ 1,534,620 67 Gross Profit and Gross Margin The following table sets forth the gross profit and gross margin by segment: For Years ended October 31, 2025 % 2024 % Change % Proprietary product $ 453 3.37 $ 46,984 6.09 (46,531) $ (2.72) Resales of Sourced Equipment and Accessories from Third Party 19,616 0.68 25,106 4.00 (5,490) (3.32) Total gross profit $ 20,069 0.70 $ 72,090 5.15 (52,021) $ (4.45) Our gross profit decreased by 72.2% from $72,090 in 2024 to $20,069 in 2025.
We request the vendors to refund the advance paid and to compensate the Company for liquidated damages. Given the uncertainty of collectability, we have written off the advance paid to the suppliers. Interest Expenses Interest charges and bank charges are mainly from convertible debenture, bank transfer charges and deposit interest offset.
We requested the vendors to refund the advance paid and to compensate the Company for liquidated damages. Given the uncertainty of collectability, we have written off the other receivables and other current assets.
Certain prior year amounts have been reclassified to conform to the current year’s presentation. Amounts and percentages may not total due to rounding. Accounts Receivable Accounts receivable are recorded at the net value less estimates for expected credit losses. Management regularly reviews outstanding accounts and provides an allowance for doubtful accounts.
Actual results and outcomes may differ from management’s estimates and assumptions. Accounts Receivable Accounts receivable are recorded at the net value less estimates for expected credit losses. Management regularly reviews outstanding accounts and provides an allowance for doubtful accounts.
Investing Activities Net cash used by investing activities was approximately $89,499 for years ended October 31, 2023, an decrease of $1,370,040 as compared to $1,280,541 net cash provided in investing activities for years ended October 31, 2023.The increase in cash used in financing activities was due to disposal of investment.
Investing Activities Net cash used by investing activities was approximately $66,491 for year ended October 31, 2025, a decrease of $23,008 as compared to $89,499 net cash used in investing activities for years ended October 31, 2024.
Net cash used in operations as of October 31, 2024 was $50,620,497, representing an increase of $45,144,585 compared to net cash used in operating activities of $5,475,912 for years ended October 31, 2023. The increase in cash used in operating activities is due to the increase in other receivables.
Net cash used in operations as of October 31, 2025 was $1,011,864, representing a decrease of $49,608,633 compared to net cash used in operating activities of $50,620,497 for year ended October 31, 2024. The decrease in cash used in operating activities is due to the decrease in advance paid for vehicles and batteries.
Financing Activities Net cash provided by financing activities was approximately $51,174,606 for years ended October 31, 2024, an increase of $47,985,284 , or 1504.56%, as compared to $3,189,322 net cash provided by financing activities for years ended October 31, 2023. The increase in cash provided by financing activities was due to stock proceed.
Financing Activities Net cash provided by financing activities was approximately $4,700,214 for year ended October 31, 2025, a decrease of $46,474,392, or 91%, as compared to $51,174,606 net cash provided by financing activities for years ended October 31, 2024.
Our self-branded products include JZXN -branded batteries. it contributed 55.13% of our total revenues in 2024. For the year ended October 31, 2024, revenues from our self-branded products were $0.77million.
Our resales of sourced equipment and accessories from third party include new energy-related products. it contributed 99.53% and 44.87% of our total revenues in 2025 and 2024, respectively. For the year ended October 31, 2025 and 2024, revenues from resales of sourced equipment and accessories from third party were $2.87 million and $0.63 million respectively.
Cash is needed to pay for inventory, wages, sales expenses, rent, income taxes, other operating expenses, and purchases to service debts.
Cash is needed to pay for inventory, wages, sales expenses, rent, income taxes, other operating expenses, and purchases to service debts. The accompanying consolidated financial statements and related notes have been prepared in conformity with U.S. GAAP and Securities and Exchange Commission regulations, assuming the Company will continue as a going concern.
Quantitative and Qualitative Disclosures about Market Risk Credit risk Cash deposits with banks are held in financial institutions in China, which deposits are not federally insured. Accordingly, the Company has a concentration of credit risk related to the uninsured part of bank deposits.
Besides the above, the Company’s management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted would have a material effect on the consolidated financial statements. 71 Quantitative and Qualitative Disclosures about Market Risk Credit risk Cash deposits with banks are held in financial institutions in China, which deposits are not federally insured.
Interest expense as of October 31, 2024 and 2023 was $107,129 and $309,345, respectively. Net Income Our net loss increased by $51,001,308 or 1068.49% to $55,774,506 for the year ended October 31, 2024 from $4,773,198 for the year ended October 31, 2023. Such change was the result of the above aforementioned analysis discussed above.
Interest expense as of October 31, 2025 and 2024 was $107,310 and $107,129, respectively. Net Loss Our net loss decreased by $48,941,865 or 82.8% to $10,191,058 for the year ended October 31, 2025 from $59,132,923 for the year ended October 31, 2024.
Liquidity and Capital Resources For the years ended October 31, 2024 and 2023 As of October 31, 2024 we had $943,435 in cash and equivalent. The Company’s working capital and other capital needs mainly come from shareholders’ equity contribution and operating cash flow.
The increase was primarily attributable to a $5 million equity financing transaction completed on September 30, 2025. As of October 31, 2025, the majority of these proceeds remain unutilized and are held as cash and cash equivalents. The Company’s working capital and other capital needs mainly come from shareholders’ equity contribution and operating cash flow.
Removed
Accordingly, the Company’s management believes these are the most critical to fully understand and evaluate its financial condition and results of operations.
Added
Our actual results may differ materially from those we currently anticipate as a result of many factors, including those we describe under “Item 3. Key Information-3.D. Risk Factors” and elsewhere in this annual report. Overview We commit our core competencies in the renewable energy sector with driving innovation.
Removed
In particular, the novel coronavirus (“COVID-19”) pandemic and the resulting adverse impacts to global economic conditions, as well as our operations, may impact future estimates including, but not limited to, our allowance for loan losses, inventory valuations, fair value measurements, asset impairment charges and discount rate assumptions.
Added
The decrease of gross profit was primarily due to the termination of the proprietary product line in March 2025, which historically carried a relatively higher margin, and related development of new product lines in 2025 resulting in lower margins.
Removed
ASU 2016-02 requires a lessee to recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. ASU 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted.
Added
The decrease in asset impairment and credit losses is due to the full impairment in 2025 of the remaining balance of the advance paid, the majority of which had already been provided for in 2024. Interest Expenses Interest charges and bank charges are mainly from personal loan interest, bank transfer charges and deposit interest offset.
Removed
For finance leases, a lessee is required to do the following: ● Recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the statement of financial position ● Recognize interest on the lease liability separately from amortization of the right-of-use asset in the statement of comprehensive income ● Classify repayments of the principal portion of the lease liability within financing activities and payments of interest on the lease liability and variable lease payments within operating activities in the statement of cash flows.
Added
Such change was primarily driven by reductions in share-based compensation expenses and asset impairment and credit losses as the above aforementioned analysis discussed above. Liquidity and Capital Resources For the years ended October 31, 2025 and 2024 As of October 31, 2025 and 2024, we had $4,569,283 and $943,435 in cash and cash equivalents, respectively.
Removed
For operating leases, a lessee is required to do the following: ● Recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the statement of financial position ● Recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term on a generally straight-line basis ● Classify all cash payments within operating activities in the statement of cash flows.
Added
The decrease in cash provided by financing activities was due to a significant decrease in cash proceeds from share issuance, which is in full accordance with our adaptable financing strategy of dynamically aligning funding activities with strategic capital investment requirements.
Removed
In July, 2018, the FASB issued Accounting Standards Update No. 2018-11 (ASU 2018-11), which amends ASC 842 so that entities may elect not to recast their comparative periods in transition (the “Comparatives Under 840 Option”). ASU 2018-11 allows entities to change their date of initial application to the beginning of the period of adoption.
Added
This ASU provides a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset in developing reasonable and supportable forecasts as part of estimating expected credit losses.
Removed
In doing so, entities would: ● Apply ASC 840 in the comparative periods. ● Provide the disclosures required by ASC 840 for all periods that continue to be presented in accordance with ASC 840. ● Recognize the effects of applying ASC 842 as a cumulative-effect adjustment to retained earnings for the period of adoption. 73 In addition, the FASB also issued a series of amendments to ASU 2016-02 that address the transition methods available and clarify the guidance for lessor costs and other aspects of the new lease standard.
Added
For public business entities, ASU 2025-05 will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The guidance will be applied on a prospective basis.
Removed
The management will review the accounting pronouncements and plan to adopt the new standard on November 1, 2019 using the modified retrospective method of adoption. The transition method expedient which allows entities to initially apply the requirements by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption.
Added
Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. The Company is currently evaluating the impact of adopting the standard.
Removed
As a result of electing this transition method, prior periods will not be restated. The adoption of this ASU will result in the recording of additional lease assets and liabilities each with no effect to opening balance of retained earnings as the Company.
Added
Other accounting standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.
Removed
In June 2016, the FASB issued an accounting pronouncement (FASB ASU 2016-13) related to the measurement of credit losses on financial instruments. This pronouncement, along with subsequent ASUs issued to clarify certain provisions of ASU 2016-13, changes the impairment model for most financial assets and will require the use of an “expected loss” model for instruments measured at amortized cost.
Added
The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows or disclosures.
Removed
Under this model, entities will be required to estimate the lifetime expected credit loss on such instruments and record an allowance to offset the amortized cost basis of the financial asset, resulting in a net presentation of the amount expected to be collected on the financial asset.
Added
If the Company is unable to obtain ample supply of goods from existing suppliers or alternative sources of supply, the Company may be unable to satisfy the orders from its customers, which may have a material adverse impact on revenue.
Removed
In developing the estimate for lifetime expected credit loss, entities must incorporate historical experience, current conditions, and reasonable and supportable forecasts. This announcement is effective as of December 15, 2019 for fiscal years and interim periods within fiscal years . The management is currently evaluating the impact of this update to the consolidated financial statements.
Added
In 2025 and 2024, revenue derived from the Company’s top five customers accounted for 78.78% and 93.18% of total revenue, respectively.
Removed
Management will evaluate if the current design for the allowance for loan loss methodology would comply with these new requirements. In October 2018, the FASB issued an accounting pronouncement (FASB ASU 2018-17) related to related party guidance for variable interest entities.
Added
Disclosure of details regarding the Company’s top five suppliers in respect of the concentration of sales costs generated from third-party suppliers: Years Ended October 31, 2025 October 31, 2024 October 31, 2023 Supplier A 619,696 21.65 % 724,785 54.58 % - - % Supplier B 367,950 12.85 % 403,820 30.41 % - - % Supplier C 641,949 22.42 % 199,173 15.00 % - - % Supplier D 266,778 9.32 % - - % - - % Supplier E 256,240 8.95 % - - % - - % Total 2,152,613 75.19 % 1,327,778 99.99 % - - % 72
Removed
The amendments in this pronouncement are effective for fiscal years beginning after December 15, 2019 and early adoption is permitted. The management does not expect it to have a material effect on the consolidated financial statements. In December 2019, the FASB issued an accounting pronouncement (FASB ASU 2019-12) related to simplifying the accounting for income taxes.
Removed
The pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The management does not expect it to have a material effect on the consolidated financial statements.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

22 edited+21 added−22 removed38 unchanged
Biggest changeAt China Gas, he led the management of the company, setting and achieving the company’s business goals, ensuring the stability of the gas supply and the safety of production operations. Prior to joining China Gas in 2016, Mr. Li was Chief Executive Officer of Hangzhou Zhong’an Electronics Co.’s Business Unit from June 2010 to September 2015.
Biggest changePrior to joining China Gas in 2016, Mr. Li was Chief Executive Officer of Hangzhou Zhong’an Electronics Co.’s Business Unit from June 2010 to September 2015. He was fully responsible for the operation and management of the business unit. His work included budget management, team management, business development and sales, R&D, and products’ quality and delivery. Mr.
In accordance with our amended and restated articles of association, the functions and powers of our board of directors include, among others, (i) convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings, (ii) declaring dividends, (iii) appointing officers and determining their terms of offices and responsibilities, and (iv) approving the transfer of shares of our company, including the registering of such shares in our share register. 80 Interested Transactions A director may vote, attend a board meeting or sign a document on our behalf with respect to any contract or transaction in which he or she is interested.
In accordance with our amended and restated articles of association, the functions and powers of our board of directors include, among others, (i) convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings, (ii) declaring dividends, (iii) appointing officers and determining their terms of offices and responsibilities, and (iv) approving the transfer of shares of our company, including the registering of such shares in our share register. 78 Interested Transactions A director may vote, attend a board meeting or sign a document on our behalf with respect to any contract or transaction in which he or she is interested.
The audit committee will be responsible for, among other things: ● appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; ● reviewing with the independent auditors any audit problems or difficulties and management’s response; ● discussing the annual audited financial statements with management and the independent auditors; 79 ● reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures; ● reviewing and approving all proposed related party transactions; ● meeting separately and periodically with management and the independent auditors; and ● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.
The audit committee will be responsible for, among other things: ● appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; ● reviewing with the independent auditors any audit problems or difficulties and management’s response; ● discussing the annual audited financial statements with management and the independent auditors; 77 ● reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures; ● reviewing and approving all proposed related party transactions; ● meeting separately and periodically with management and the independent auditors; and ● monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.
In the event of a breach or termination causing loss to our company by the employee, the employee may be required to indemnify us against loss. 77 Share Incent ive Plan On July 28, 2022, the Company adopted the 2022 Equity Incentive Plan, or the 2022 Plan.
In the event of a breach or termination causing loss to our company by the employee, the employee may be required to indemnify us against loss. Share Incentive Plan On July 28, 2022, the Company adopted the 2022 Equity Incentive Plan, or the 2022 Plan.
The board has the authority to amend or terminate the 2022 Plan, 2023 Plan and 2024 Plan, provided that, such termination or amendment shall not adversely affect in any material way any awards previously granted unless agreed by the relevant grantee. 6.C.
The board has the authority to amend or terminate the 2022 Plan, 2023 Plan and 2024 Plan, provided that, such termination or amendment shall not adversely affect in any material way any awards previously granted unless agreed by the relevant grantee. Clawback Policy .
Name and Principal Position Fiscal Year Salary ($) (1) Bonus ($) Stock Awards ($) All Other Compensation ($) Total ($) Tao Li, 2024 $ - - - - - CEO 2023 $ 70,000 - - - 70,000 Huijie Gao, 2024 $ 8,250 - - - 8,250 CFO 2023 $ - - - - - Francis Zhang, 2024 $ 90,000 - - - 90,000 Former CFO 2023 $ 120,000 - 15,900 - 135,900 Employment Agreements Our employment agreements with our officers generally provide for employment for a specific term and pay annual salary, health insurance, pension insurance, and paid vacation and family leave time.
Name and Principal Position Fiscal Year Salary ($) (1) Bonus ($) Stock Awards ($) All Other Compensation ($) Total ($) Tao Li, 2025 $ 70,000 - - - 70,000 CEO 2024 $ - - - - - Huijie Gao, 2025 $ 33,000 33,000 CFO 2024 $ 8,250 - - - 8,250 Francis Zhang, 2025 $ - Former CFO 2024 $ 90,000 - - - 90,000 Employment Agreements Our employment agreements with our officers generally provide for employment for a specific term and pay annual salary, health insurance, pension insurance, and paid vacation and family leave time.
Vesting Schedule In general, the plan administrator determines the vesting schedule, which is set forth in the award agreement. 78 Transfer Restrictions Unless otherwise determined by the administrator, no award and no right under any such award shall be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order, and shall not be subject to execution, attachment, or similar process.
Transfer Restrictions Unless otherwise determined by the administrator, no award and no right under any such award shall be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order, and shall not be subject to execution, attachment, or similar process.
And our compensation committee approved our salary and benefit plans. Each of the named officers will be measured by a series of performance criteria by the board of directors, or the compensation committee on a yearly basis.
Each of the named officers will be measured by a series of performance criteria by the board of directors, or the compensation committee on a yearly basis.
Each committee’s members and functions are described below. Audit Committee. Our audit committee consists of Zhenhao Qiu, Jehn Ming Lim and Yi Zhu. Jehn Ming Lim is the chair of our audit committee. The audit committee will oversee our accounting and financial reporting processes and the audits of the financial statements of our company.
Each committee’s members and functions are described below. Audit Committee. Our audit committee consists of Pengyuan Li, Xinping Li and Yi Zhu. Pengyuan Li is the chair of our audit committee. The audit committee will oversee our accounting and financial reporting processes and the audits of the financial statements of our company.
Nominating Committee. Our nominating committee consists of Zhenhao Qiu, Jehn Ming Lim and Yi Zhu. Zhenhao Qiu is the chair of our nominating committee. The nominating committee will assist the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees.
Nominating Committee. Our nominating committee consists of Pengyuan Li, Xinping Li and Yi Zhu. Xinping Li is the chair of our nominating committee. The nominating committee will assist the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees.
Conditions of Award The plan administrator shall determine the participants, types of awards, numbers of shares to be covered by awards, terms and conditions of each award, and provisions with respect to the vesting schedule, settlement, exercise, repurchase, cancellation, forfeiture, restrictions, limitations or suspension of awards.
Conditions of Award The plan administrator shall determine the participants, types of awards, numbers of shares to be covered by awards, terms and conditions of each award, and provisions with respect to the vesting schedule, settlement, exercise, repurchase, cancellation, forfeiture, restrictions, limitations or suspension of awards. 76 Term of Award The term of each award shall be fixed by the administrator and is stated in the award agreement between recipient of an award and us.
Except as set forth in our discussion below in “Related Party Transactions,” our directors and officers have not been involved in any transactions with us or any of our affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC. 81 6.D.
Except as set forth in our discussion below in “Item 7 – Related Party Transactions” and in “Item 8.A – Legal and Administrative Proceedings,” our directors and officers have not been involved in any transactions with us or any of our affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.
Name Age Position(s) Shuibo Zhang 39 Director and Chairman of the Board Tao Li 42 Chief Executive Officer, Director Huijie Gao 44 Chief Financial Officer Zhenhao Qiu (1)(2)(3) 42 Independent Director, Chair of Audit Committee Yi Zhu (1)(2)(3) 38 Independent Director, Chair of Compensation Committee Jehn Min Lim (1)(2)(3) 44 Independent Director, Chair of Nomination Committee (1) Member of the Audit Committee (2) Member of the Compensation Committee (3) Member of the Nominating Committee 75 The business address of each of the officers and directors is No.168 Qianjiang Nongchang Gengwen Road, Suite 1501, 15th Floor, Economic and Technological Development Zone, Xiaoshan District, Hangzhou City, Zhejiang Province, China 310000.
Name Age Position(s) Tao Li 43 Director and Chairman of the Board, Chief Executive Officer, Director Huijie Gao 45 Chief Financial Officer Pengyuan Li (1)(2)(3) 42 Independent Director, Chair of Audit Committee Yi Zhu (1)(2)(3) 39 Independent Director, Chair of Compensation Committee Xinping Li (1)(2)(3) 60 Independent Director, Chair of Nomination Committee Wenqian Gao Director Douglas Edward Buerger Chief Operating Officer (1) Member of the Audit Committee (2) Member of the Compensation Committee (3) Member of the Nominating Committee 73 The business address of each of the officers and directors is No.168 Qianjiang Nongchang Gengwen Road, Suite 1501, 15 th Floor, Economic and Technological Development Zone, Xiaoshan District, Hangzhou City, Zhejiang Province, China 310000.
Summary Compensation Table The following table sets forth certain information with respect to compensation for the years ended October 31, 2024 and 2023, earned by or paid to our chief executive officer and principal executive officer, our principal financial officer, and our other most highly compensated executive officers whose total compensation exceeded US$100,000 (the “named executive officers”).
Such criteria will be set forth based on certain objective parameters such as job characteristics, required professionalism, management skills, interpersonal skills, related experience, personal performance and overall corporate performance. 75 Summary Compensation Table The following table sets forth certain information with respect to compensation for the years ended October 31, 2025 and 2024, earned by or paid to our chief executive officer and principal executive officer, our principal financial officer, and our other most highly compensated executive officers whose total compensation exceeded US$100,000 (the “named executive officers”).
Officers are elected by and serve at the discretion of the Board of Directors. Employee directors do not receive any compensation for their services. Non-employee directors are entitled to receive an as-yet undetermined cash fee for serving as directors and may receive option grants from our company.
Non-employee directors are entitled to receive an as-yet undetermined cash fee for serving as directors and may receive option grants from our company. In addition, non-employee directors are entitled to receive compensation for their actual travel expenses for each Board of Directors meeting attended.
In addition, non-employee directors are entitled to receive compensation for their actual travel expenses for each Board of Directors meeting attended. Executive Compensation The Compensation Committee of the Board of Directors determined the compensation to be paid to our executive officers based on our financial and operating performance and prospects, and contributions made by the officers to our success.
Executive Compensation The Compensation Committee of the Board of Directors determined the compensation to be paid to our executive officers based on our financial and operating performance and prospects, and contributions made by the officers to our success. And our compensation committee approved our salary and benefit plans.
The directors will be up for re-election at our annual general meeting of shareholders. A director is not required to hold any shares in our company by way of qualification.
We have determined that Pengyuan Li, Xinping Li and Yi Zhu satisfy the “independence” requirements under NASDAQ Rule 5605(a)(2) and meet the independence standards under Rule 10A-3 under the Exchange. The directors will be up for re-election at our annual general meeting of shareholders. A director is not required to hold any shares in our company by way of qualification.
Board Practices Board of Directors and Board Committees Our board of directors consists of five directors, three of whom are independent as such term is defined by the Nasdaq Capital Market. We have determined that Zhenhao Qiu, Jehn Ming Lim and Yi Zhu satisfy the “independence” requirements under NASDAQ Rule 5605.
Board Practices Board of Directors and Board Committees Our board of directors consists of seven directors, three of whom are independent as such term is defined by the Nasdaq Capital Market.
Employees We had 33 full-time employees as of the date of this annual report. As of the date of this annual report, none of our full-time employees were located outside of China.
Refer to “Item 8.A - Legal and Administrative Proceedings” for more information on specific legal and administrative proceedings. 79 6.D. Employees We had 33 full-time employees as of the date of this annual report. As of the date of this annual report, none of our full-time employees were located outside of China.
Family Relationships There are no family relationships among any of our directors, director nominees or executive officers as defined in Item 401 of Regulation S-K. 6.B. Compensation Director Compensation All directors hold office until the next annual meeting of shareholders at which their respective class of directors is re-elected and until their successors have been duly elected and qualified.
Compensation Director Compensation All directors hold office until the next annual meeting of shareholders at which their respective class of directors is re-elected and until their successors have been duly elected and qualified. Officers are elected by and serve at the discretion of the Board of Directors. Employee directors do not receive any compensation for their services.
He also serves as the Vice President of Shandong Chamber of Commerce. Tao Li, Director and Chief Executive Officer Mr. Tao Li has been our Chief Executive Officer since April 2023. He has served as General Manager of China Gas’s North China Regional Management Center’s Project Company (“China Gas”) from June 2016 to April 2023.
He has served as General Manager of China Gas’s North China Regional Management Center’s Project Company (“China Gas”) from June 2016 to April 2023. At China Gas, he led the management of the company, setting and achieving the company’s business goals, ensuring the stability of the gas supply and the safety of production operations.
They are not, however, deemed to be outstanding and beneficially owned for the purpose of computing the percentage ownership of any other person. The calculations in the table below are based on 4,065,609 ordinary shares issued and outstanding as of the date hereof.
They are not, however, deemed to be outstanding and beneficially owned for the purpose of computing the percentage ownership of any other person. 6.F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable. 80
Removed
Shuibo Zhang, Director and Chairman of the Board Mr. Shuibo Zhang has been our Director and Chairman of the Board of Directors since our incorporation. He has served as Chairman of the Board for Zhejiang Jiuzi New Energy Vehicle Co., Ltd. since May 2017. From April 2016 to May 2017, Mr.
Added
During our fiscal year ended October 31, 2025, Mr. Shu Liu was elected as a director and chair of the Audit Committee by the remaining members of the Board, effective August 26, 2025. Mr. Shu Lius resigned as director and the chair of the Audit Committee, effective October 16, 2025. The resignation of Mr.
Removed
Zhang had served as Chairman of the Board for Shandong Ruixing New Energy Vehicles Company Limited. Mr. Zhang was an active investor in several emerging companies in China, such as Manhattan Restaurant Chain Company, Anhui Hengshenguang Electronics Technology Company, and Shandong Caozhou Culture Media Company in 2014 to 2015.
Added
Liu was not a result of any disagreement with the Company on any matter related to the operations, policies, or practices of the Company. Effective August 28, 2025, Mr. Shuibo Zhang resigned as a director and the Chairman of the board of directors. The resignation of Mr.
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He was fully responsible for the operation and management of the business unit. His work included budget management, team management, business development and sales, R&D, and products’ quality and delivery. Mr. Li earned a bachelor’s degree in Journalism from Hebei University. Francis Zhang, Chief Financial Officer and Director Mr. Zhang has been our Chief Financial Officer since August 2020.
Added
Zhang was not a result of any disagreement with the Company on any matter related to the operations, policies, or practices of the Company. Effective September 1, 2025, Mr. Jehn Min Lim resigned as a director and the Chair of the Nomination Committee of the board of directors and a member of the Compensation Committee and the Audit Committee.
Removed
He was the Executive Director of Shanghai Qianzhe Consulting Co., Ltd and was mainly responsible for overseas M&A projects, and follow-on investments and management of newly formed financial holding groups. Prior to that, he served as the Deputy General Manager of Tebon Innovation Capital Co., Ltd and was responsible for its business development and asset management.
Added
The resignation of Mr. Lim was not a result of any disagreement with the Company on any matter related to the operations, policies, or practices of the Company. Tao Li, Director and Chairman of the Board, Chief Executive Officer, Director Mr. Tao Li has been our Chief Executive Officer since April 2023.
Removed
From May 2012 to May 2013, he was the Senior Manager of the Investment Department at Sanhua Holding Group, during which he was in charge of overseas M&A projects, new financial investments, and post-investment management. From May 2010 through May 2012, Mr. Zhang was the Investment & Asset Management Supervisor at China Calxon Group Co., Ltd.’s Capital Management Centre.
Added
Li earned a bachelor’s degree in Journalism from Hebei University. Huijie Gao, Chief Financial Officer Huijie Gao,With nearly 20 years of experience in the financial industry, he has extensive expertise in corporate finance and financial management. Before becoming CFO, Mr.
Removed
He handled private placement of newly listed companies, took charge of other capital market financing access, and reviewed and appraised operating investment projects. Prior to that, he served as the Assistant Manager of the Investment Banking Department of KPMG Advisory (China) Limited from August 2006 to May 2010.
Added
Gao served as Vice President of Corporate Finance from January 2024, assisting the management team in day-to-day operations, overseeing company-wide capital budgeting, internal control management and evaluation, and preparing annual and semi-annual reports. From May 2020 to August 2023, Mr.
Removed
He engaged in several auditing and financial advisory projects, which included public-listed companies and IPO projects. Mr. Zhang earned an MBA degree from the University of Birmingham in 2005, his Master of Science in Finance with honors from Leeds Metropolitan University in 2004, and his bachelor’s degree in Economy from Zhejiang University of Technology in 2003.
Added
Gao served as CFO of Shenzhen Xilianwang Automotive Industry Chain Co., Ltd., in charge of strategic development, financial operation management, capital operation, etc. From February 2016 to April 2020, Mr. Gao served as the general manager of Qixin (Shenzhen) Financial Consulting Co., Ltd., providing professional advice and services to clients in domestic and international listings, restructuring, mergers and acquisitions, etc.
Removed
Zhenhao Qiu, Independent Director, Chair of Nomination Committee Mr. Zhenhao Qiu, 40 years old, has served as General Manager of Sales of Puzhi City Investment & Operation (Shenzhen) Co. (“Puzhi”) since November 2022. At Puzhi, Mr. Qiu formulates development and sales strategies, annual plans and budgets for investment operations. Mr.
Added
From June 2008 to December 2015, Mr. Gao worked as a project manager in the Shenzhen office of Lianda Certified Public Accountants. Mr. Gao received a bachelor’s degree in financial management from Hubei University of Automotive Technology in 2005 and an EMBA degree from Wuhan University. Mr. Gao is also a certified tax accountant in China.
Removed
Qiu also analyzes market and competitors and develops sales performance assessment indicators and reports. Prior to Puzhi, Mr. Qiu served as Deputy Sales Manager of Shenzhen Jinwo Technology Co. (“Shenzhen Jinwo”) between February 2022 and October 2022. At Shenzhen Jinwo, Mr. Qiu ensured that the sales performance would meet the target expectations. In addition to this, Mr.
Added
Pengyuan Li, Independent Director, Chair of Audit Committee Pengyuan Li, holds a bachelor’s degree in economics and finance from Sanya University. He has served as a director since October 2025. From 2022 to 2024, Mr. Li worked as an Audit Assistant at Sanya Zhongtairui Certified Public Accountants.
Removed
Qiu maintained good cooperative relationships with relevant departments and government agencies. From April 2016 to January 2022, Mr. Qiu served as Deputy General Manager of Shenzhen Jinheng Construction Engineering Co. As Deputy General Manager, Mr. Qiu assisted the general manager with leading the overall operation and management of the company. Mr.
Added
He also accumulated professional experience as an Audit Assistant at Beijing Sanyong Technology Co., Ltd from December 2024 to January 2025 and as a Financial Assistant at Poly Sanya Real Estate Development Co., Ltd. from June 2024 to September 2024. 74 Xinping Li, Independent Director, Chair of Nomination Committee Xinping Li,has served as a director since November 2021. Dr.
Removed
Qiu supervised and guided the work of the company’s projects and ensured the smooth progress of said projects. Mr. Qiu also managed the company’s work teams and promoted the company’s business development. Mr. Qiu earned a bachelor’s degree in Business Administration and a master’s degree in Software Engineering from the Central South University in China. 76 Jehn Ming Lim.
Added
Li has served as the vice-dean of Shaoyang University’s School of Economics and Management since March 2005. From July 2002 to March 2005, Mr. Li served as a professor and researcher at Jiangxi Jiujiang University’s Business School. Mr. Li graduated from Shaoyang University in China with a bachelor’s degree in mathematics.
Removed
Independent Director, Chair of Audit Committee Mr. Lim has over 15 years’ experience in providing financial accounting and advisory services to public and private companies in the United States. He has been the Chief Financial Officer of Kandi Technologies, Corp. since May 2020.
Added
He later obtained a master’s degree in investment economics from Guangxi Normal University’s School of Economics in China, and a doctoral degree in economics from Liaoning University in China. Wenqian Gao, Director Wenqian Gao is a human resources and operations professional with experience in recruitment and organizational support.
Removed
Prior to that, he served as the Chief Financial Officer of Takung Art Co., Ltd. from February 2019 to May 2020.
Added
Since December 2021, she has served at Hunan Yitai Dalu Digital Technology Co., Ltd., where she has conducted targeted recruitment to support business teams in developing talent strategies and recruitment plans. From February 2021 to September 2021, she worked at Beijing ByteDance Network Technology Co., Ltd., managing both entry-level and managerial hiring and job postings. Ms.
Removed
From January 2013 to February 2019, he was the Managing Director of a U.S.-based financial consulting firm, Albeck Financial Services, and was mainly responsible for overseeing SEC reporting, GAAP technical consultation, financial statement audit preparation, due diligence and internal controls compliance services.
Added
Gao holds a Bachelor of Environmental Design from the Hunan Institute of Engineering, College of Applied Technology. Douglas Edward Buerger, Chief Operating Officer Douglas Edward Buerger has over 30 years of experience across the pharmaceutical, life sciences, aerospace, and technology industries.
Removed
He has overseen and completed more than 10 public listing applications for U.S. listed companies in China (through Forms S-1 and F-1, SPAC and Form 10 reverse merger transactions), and managed multiple projects for U.S. GAAP consulting, SOX 404, pre-audit process, SEC financial reporting, development of financial forecasting models, and due diligence for IPO and M&A transactions.
Added
Since 2022, he has served as Staff Engineer–Hazards Analyst at Northrop Grumman Corporation, focusing on hazards analyses of solid rocket motor systems and safety reviews of advanced manufacturing technologies. From 2012 to 2021, he was Manager of Product Development at Hercon Pharmaceuticals (Zydus Cadila), overseeing global combination product development and FDA submissions.
Removed
He also has extensive experience in auditing private and public companies in his stints as audit manager and senior auditor of two regional accounting firms in the United States from October 2008 through December 2012 and from September 2006 through October 2008, respectively and as an auditor at Ernst & Young in the United States from September 2004 through to July 2006.
Added
Since 2007, he has also led Buerger Consulting, providing scientific consulting services to the medical device and pharmaceutical industries. Earlier, he held senior roles at Edgewater Technology in 2006 and at IBM Corporation from 2001 to 2005, where he drove life sciences technology solutions, compliance, and data management initiatives worldwide.
Removed
Mr. Lim graduated with High Honors from the University of California, Santa Barbara, with a Bachelor of Arts degree in Business Economics.
Added
From 1994 to 2000, he was Director and Manager of R&D at Hercon Laboratories, leading formulation development, regulatory filings, and clinical studies, and from 1988 to 1994 he was a Senior Scientist at TheraTech Incorporated (Allergan plc), where he contributed to new drug delivery systems and the company’s public offering. Mr.
Removed
None of the events listed in Item 401(f) of Regulation S-K has occurred during the past ten years that is material to the evaluation of the ability or integrity of any of our directors, director nominees or executive officers.
Added
Buerger earned a B.S. in Chemistry and a Ph.D. in Materials Science and Engineering from the University of Utah. Family Relationships There are no family relationships among any of our directors, director nominees or executive officers as defined in Item 401 of Regulation S-K. 6.B.
Removed
Such criteria will be set forth based on certain objective parameters such as job characteristics, required professionalism, management skills, interpersonal skills, related experience, personal performance and overall corporate performance.
Added
Vesting Schedule In general, the plan administrator determines the vesting schedule, which is set forth in the award agreement.
Removed
Term of Award The term of each award shall be fixed by the administrator and is stated in the award agreement between recipient of an award and us.
Added
We adopted a Clawback Policy in compliance with the SEC rules and Nasdaq listing standards to recover any excess incentive-based compensation from current and former executive officers after an accounting restatement. A copy of the Clawback Policy is filed as exhibit 97.1 to this Annual Report. 6.C.
Removed
Compensation Committee. Our compensation committee consists of Zhenhao Qiu, Jehn Ming Lim and Yi Zhu. Yi Zhu is the chair of our compensation committee.
Added
The Company’s board of directors has determined that Pengyuan Li qualifies as an “audit committee financial expert” in accordance with applicable Nasdaq Capital Market standards. Compensation Committee. Our compensation committee consists of Pengyuan Li, Xinping Li and Yi Zhu. Yi Zhu is the chair of our compensation committee.
Removed
Amount of Beneficial Percentage Principal Shareholders Ownership Ownership Directors and Named Executive Officers: Shuibo Zhang (1) 50,962.00 0.46 % Francis Zhang - - Tao Li - - Yi Zhu - - Zhenhao Qiu - - Jehn Ming Lim - - All directors and executive officers as a group (6 persons) 50,962.00 0.46 % - - 5% Beneficial Owners: - - Jiuzi One Limited (1) - - % (1) Through Jiuzi One Limited which is controlled by Shuibo Zhang. 82

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

2 edited+0 added−1 removed1 unchanged
Biggest changeDirectors, Senior Management and Employees—6.C. Board Practices—Terms of Directors and Officers.” Employment Agreements and Indemnification Agreements See “Item 6. Directors, Senior Management and Employees—6.B.
Biggest changeSuch advances are due within 18 months. Terms of Directors and Officers See “Item 6. Directors, Senior Management and Employees—6.C. Board Practices—Terms of Directors and Officers.” 7.B. Related Party Transactions Employment Agreements and Indemnification Agreements See “Item 6. Directors, Senior Management and Employees—6.B.
Compensation—Employment Agreements.” Other Related Party Transactions During the year ended October 31, 2023, other than disclosed in elsewhere (including the financial statements for the fiscal years ended 2022 and accompanying footnotes), we did not have any other related party transactions.
Compensation—Employment Agreements.” Other Related Party Transactions During the year ended October 31, 2025, other than disclosed in elsewhere (including the financial statements for the fiscal years ended 2024 and accompanying footnotes), we did not have any other related party transactions. 7.C. Interests of Experts and Counsel Not applicable.
Removed
As of October 31, 2024 the amount due to the related parties was $211,630, which consisted of the followings: Name of Related Party to Whom the Amounts were Received Amount (US$) Relationship Note Shuibo Zhang 1,630 Company’s shareholder, director and officer Payable to empolyee Tao Li 210,000 Company’s Chief Executive Officer and director Interest free loan Terms of Directors and Officers See “Item 6.