Regulatory Risks - The company is subject to risks related to its holding company structure, including potential sanctions from PRC regulatory agencies, which could materially affect financial performance and share value [23]. - Recent regulatory changes in China may impact the company's ability to accept foreign investments and continue its U.S. listing [24]. - The company is closely monitoring regulatory developments in China regarding necessary approvals from the CSRC and other governmental authorities [41]. - Recent regulatory actions by the PRC government emphasize the need for stricter administration over illegal securities activities and increased supervision over overseas listings by Chinese companies [43]. - The Draft Overseas Listing Regulations require PRC domestic enterprises seeking to issue and list shares overseas to complete filing procedures with the CSRC [44]. - The approval from the China Securities Regulatory Commission (CSRC) may be required for future offerings, and the company cannot predict if such approval will be obtained [100][101]. - The company is not required to apply for a cybersecurity review under the Measures for Cybersecurity Review (2021) as it does not control more than one million users' personal information [180]. - The evolving regulatory landscape regarding data privacy and cybersecurity may impose additional compliance requirements on the company [176]. - The company believes it is not subject to the cybersecurity review by the CAC, but uncertainties remain regarding future regulatory interpretations [193]. - The SEC and PCAOB have proposed stricter criteria for emerging market companies, adding uncertainties to the company's offerings [203]. - The PCAOB's inability to inspect auditors in China could lead to a loss of investor confidence in the company's financial statements [215]. - The PCAOB announced it secured complete access to inspect public accounting firms in mainland China and Hong Kong in 2022, but future inspections remain uncertain [214]. Financial Performance and Dividend Policy - The company has not distributed any earnings or dividends to shareholders and does not plan to do so in the foreseeable future, intending to retain funds for business operations and expansion [31]. - The company has not made any distributions to its shareholders and does not anticipate declaring dividends in the near future [31]. - The company has not distributed any earnings or dividends among the holding company and subsidiaries, and does not plan to do so in the foreseeable future [39]. - Current PRC regulations permit the payment of dividends only out of accumulated profits, and subsidiaries must set aside at least 10% of net income as statutory surplus reserves until it reaches 50% of registered capital [37]. - The company may face limitations on its ability to pay dividends due to restrictions imposed by the PRC government on currency exchange and capital controls [98]. - The company is a holding company and relies on dividends from its subsidiaries to meet cash needs, which may be restricted by various regulations [96]. - The company relies on its PRC subsidiaries for funding dividend payments, which are subject to PRC laws and may be restricted [143]. - Dividends paid from PRC subsidiaries are considered "tax-exempt income" under the EIT Law, but future guidance may change this status [130]. Operational Risks - The company relies on its PRC subsidiary for potential future dividend payments, which may be affected by PRC government restrictions on cash transfers [31]. - The company may face operational risks if suppliers default on contracts, potentially leading to financial stress and cash flow issues [85]. - The company faces challenges in maintaining brand recognition, which is critical for attracting new franchisees and customers [78]. - The company is dependent on key personnel, and their loss could adversely affect business operations and strategy [76]. - A prolonged downturn in the global or Chinese economy could adversely impact the company's business and financial condition [84]. - The company is vulnerable to pandemics, which can influence consumer behavior and potentially lead to financial distress among vehicle buyers and franchisees, impacting revenues [201]. Market and Economic Conditions - The company relies on China's automotive industry for net revenues and future growth, which is subject to uncertainties including government regulations [59]. - If the market for electric vehicles does not develop as expected, the company's business and financial condition may be adversely affected [62]. - The electric vehicle market is highly dependent on consumer adoption, with significant fluctuations in demand due to factors like price competition and safety concerns [63]. - Government subsidies for NEVs are set to decrease by 20% in 2021 compared to 2020 levels, which may adversely affect the competitiveness of electric vehicles [70]. - Economic slowdowns in China may reduce demand for the company's products and services, adversely affecting financial results [127]. - Deterioration in economic conditions could lead to decreases in sales volume and negatively impact short-term revenue growth [199]. Compliance and Legal Risks - The company is exposed to liabilities under the Foreign Corrupt Practices Act and Chinese anti-corruption laws, which could negatively impact its operations [132]. - Uncertainties in the PRC legal system may limit legal protections and affect the company's ability to conduct business [135]. - The company may face increased compliance costs if China adopts stricter environmental protection standards [137]. - The PRC Labor Contract Law increases labor costs and imposes restrictions on workforce reductions, potentially affecting operational efficiency [166]. - Non-compliance with Circular 37 by some shareholders may lead to penalties and restrictions on foreign exchange activities [168]. - The company has not received any notifications or warnings from PRC authorities regarding compliance with social security and employee insurance regulations [195]. Currency and Financial Management - The company’s financial information is presented in U.S. dollars, with the functional currency being Renminbi (RMB), and exchange rates are subject to fluctuations [53]. - Fluctuations in the RMB against the U.S. dollar can adversely affect revenues and financial conditions, impacting the value of shares [163]. - Loans to PRC subsidiaries are subject to statutory limits and must be registered with SAFE, which may restrict financial support [116]. - The process for remitting offering proceeds to China may take up to six months, impacting the company's ability to fund operations [111]. - The company must comply with foreign exchange regulations, which may limit the ability to convert proceeds into Renminbi for investments [117].

Core Viewpoint - Jiuzi Holdings Inc. has amicably terminated acquisition negotiations with Shenzhen Maigesong Electric Technology Co., Ltd., but the process has provided valuable insights for future development in the renewable energy sector [1][2][3]. Group 1: Acquisition Negotiations - The company had intended to fully acquire Shenzhen Maigesong to enhance its lithium battery production line and market reach, but critical issues regarding cooperation models and strategic objectives led to the termination of discussions [2]. - The experience gained from the negotiations has strengthened the company's understanding of industry trends and improved its resource allocation strategies [3]. Group 2: Future Strategy - Jiuzi Holdings remains committed to advancing in the renewable energy sector, focusing on core competencies, driving innovation, and accelerating global expansion efforts [4]. - The company aims to seek strategic partnerships that align with its long-term vision to enhance its competitive edge and deliver greater value to stakeholders [5].

Core Viewpoint - Jiuzi Holdings, Inc. will implement a reverse share split at a ratio of 1-for-13 to comply with Nasdaq's minimum bid price requirement of $1.00 per share, effective July 3, 2024 [1][2]. Group 1: Reverse Share Split Details - The reverse share split will adjust the par value of the Ordinary Shares from $0.00015 to $0.00195 per share [1]. - The number of issued and outstanding shares will decrease from approximately 135.3 million to about 10.4 million [2]. - No fractional shares will be issued; fractional interests will be rounded up to the nearest whole share [2]. Group 2: Company Overview - Jiuzi Holdings, Inc. is a leading NEV dealership group in China, established in 2017, operating retail stores under the brand name "Jiuzi" [4]. - The company focuses on selling battery-operated electric vehicles and sources NEVs from over twenty manufacturers [4]. - It operates 51 franchise stores and one company-owned store, primarily in third and fourth-tier cities in China [4].

Core Viewpoint - Jiuzi Holdings, Inc. will implement a 1-for-13 reverse share split of its ordinary shares to comply with Nasdaq's minimum bid price requirement of $1.00 per share, effective July 3, 2024 [1][2]. Group 1: Reverse Share Split Details - The reverse share split will adjust the par value of the ordinary shares from $0.00015 to $0.00195 per share [1]. - The number of issued and outstanding shares will decrease from approximately 135.3 million to about 10.4 million [2]. - No fractional shares will be issued; fractional interests will be rounded up to the nearest whole number [2]. Group 2: Company Background - Jiuzi Holdings, Inc. is a new energy vehicle dealership group based in Hangzhou, China, established in 2017 [4]. - The company operates retail stores under the "Jiuzi" brand, primarily selling battery-operated electric vehicles in third and fourth-tier cities in China [4]. - Jiuzi Holdings sources its vehicles from over twenty NEV manufacturers and operates 51 franchise stores along with one company-owned store [4].

Core Viewpoint - Jiuzi Holdings Inc. has received a notification from Nasdaq regarding non-compliance with minimum bid price requirements for its Class A ordinary shares, which have been below $1.00 for 30 consecutive business days [1][2]. Group 1: Nasdaq Compliance Notification - The notification does not have an immediate effect on the listing of the Company's shares on Nasdaq [2]. - The Company has until November 12, 2024, to regain compliance by achieving a closing bid price of at least $1 for a minimum of 10 consecutive business days [2]. - If compliance is not regained within the 180-day period, the Company may be eligible for an additional 180 days, provided it meets other listing requirements [2]. Group 2: Previous Compliance Issues - On March 29, 2024, the Company received another notification from Nasdaq for not timely filing its annual report on Form 20-F for the year ended October 31, 2023 [3]. - Nasdaq confirmed compliance with periodic filing requirements after the Company filed its 2023 Annual Report on May 17, 2024 [3]. Group 3: Company Overview - Jiuzi Holdings, Inc. is headquartered in Hangzhou, China, and was established in 2017, focusing on the sale of New Energy Vehicles (NEVs) in third and fourth-tier cities [4]. - The Company operates 51 franchise stores and one company-owned store, primarily selling battery-operated electric vehicles sourced from over twenty NEV manufacturers [4].

Core Viewpoint - Jiuzi Holdings Inc. has received a notification from Nasdaq regarding non-compliance with minimum bid price requirements for its Class A ordinary shares, which have been below $1.00 for 30 consecutive business days [1][2] Group 1: Nasdaq Compliance Notification - The company has until November 12, 2024, to regain compliance with Nasdaq's minimum bid price requirement [2] - If the closing bid price reaches at least $1 for 10 consecutive business days during the 180-day period, Nasdaq will confirm compliance [2] - The company may be eligible for an additional 180 days to regain compliance if it meets other listing requirements [2] Group 2: Previous Compliance Issues - On March 29, 2024, the company was notified of non-compliance with Nasdaq Listing Rule 5250(c)(1) due to the late filing of its 2023 Annual Report [3] - Nasdaq confirmed compliance with periodic filing requirements after the company filed its 2023 Annual Report on May 17, 2024 [3] Group 3: Company Overview - Jiuzi Holdings, Inc. is based in Hangzhou, China, and was established in 2017, focusing on the sale of New Energy Vehicles (NEVs) in third and fourth-tier cities [4] - The company operates 51 franchise stores and one company-owned store, sourcing NEVs from over twenty manufacturers [4]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1 ...

Core Viewpoint - Jiuzi Holdings Inc. has entered into a non-binding letter of intent to acquire Shenzhen Maigesong Electric Technology Co., Ltd., aiming to enhance its capabilities in the new energy vehicle sector through this strategic acquisition [1][2]. Group 1: Acquisition Details - Shenzhen Jiuzi will acquire 100% of Shenzhen Maigesong's equity in exchange for restricted share compensation and will invest RMB 30 million to construct a rechargeable lithium battery production line, with investments split into two stages of RMB 15 million each [2][3]. - The construction of the battery production line will be led by the original shareholders of Shenzhen Maigesong, who will also oversee the immediate commencement of production and sales upon completion [2]. Group 2: Revenue Targets and Earnout Provision - The LOI includes an earnout provision requiring Shenzhen Maigesong to achieve revenue targets of RMB 119.81 million by December 2025 and RMB 504.22 million by December 2026 [3]. - If actual revenue falls below 80% of the targets between 2024 and 2025, the Maigesong Shareholders will provide compensation measures and lose control of Shenzhen Maigesong, emphasizing the importance of achieving these targets for both parties [3]. Group 3: Company Background - Jiuzi Holdings, established in 2017 and headquartered in Hangzhou, operates retail stores under the "Jiuzi" brand, focusing on selling new energy vehicles in third and fourth-tier cities in China, with 51 franchise stores and one company-owned store [4]. - Shenzhen Maigesong specializes in embedded battery control systems and holds nearly a hundred patents, providing products through ODM or SKD models, along with comprehensive technical support [5].

HANGZHOU, China, March 29, 2024 (GLOBE NEWSWIRE) -- Jiuzi Holdings Inc. (NASDAQ:JZXN, the ", Company", or "JZXN"))), an emerging new energy vehicle (NEV) dealership group operating under the brand name "Jiuzi" in China, announced today that it has received a letter from the Nasdaq Stock Market, dated March 25, 2024 (the "Deficiency Letter"), notifying the Company that it is not in compliance with the requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1) because it did not timely fil ...

Financial Performance - Total revenues for the six months ended April 30, 2023, were $925,759, a decrease of 77.5% compared to $4,109,736 for the same period in 2022[4]. - Gross profit for the six months ended April 30, 2023, was a loss of $10,555, compared to a gross profit of $468,427 for the same period in 2022[4]. - Net loss attributable to controlling interest for the six months ended April 30, 2023, was $6,537,968, compared to a net loss of $5,243,232 for the same period in 2022[4]. - Net income for the six months ended April 30, 2023, was $(6,548,630), compared to $(5,250,739) for the same period in 2022, indicating a decline in profitability[8]. - The company reported a significant accumulated deficit of $15,880,079 as of April 30, 2023, raising concerns about its ability to continue as a going concern[22][24]. Assets and Liabilities - Total current assets decreased to $8,721,661 as of April 30, 2023, from $12,248,396 as of October 31, 2022, representing a decline of 28.5%[2]. - Total liabilities decreased to $6,800,160 as of April 30, 2023, from $9,244,954 as of October 31, 2022, a reduction of 26.4%[2]. - Cash and cash equivalents decreased to $827,308 as of April 30, 2023, from $2,329,401 as of October 31, 2022, a decline of 64.5%[2]. - Total equity attributable to Jiuzi Holdings, Inc. decreased to $3,506,838 as of April 30, 2023, from $5,943,807 as of October 31, 2022, a decrease of 41.0%[2]. Expenses - Selling and marketing expenses decreased to $1,760 for the six months ended April 30, 2023, from $3,005 for the same period in 2022, a decrease of 41.3%[4]. - Advertising and promotional expenses for the six months ended April 30, 2023, were recorded at $79,400, a decrease of approximately 64% compared to $220,850 for the same period in 2022[42]. - The company recorded depreciation expenses of $105,392 for the six months ended April 30, 2023, compared to $42,471 for the same period in 2022, indicating an increase of approximately 148%[76]. Cash Flow - Net cash used in operating activities was $(2,677,367) for the six months ended April 30, 2023, an improvement from $(4,295,043) in the prior year[8]. - The company recorded a net cash provided by investing activities of $828,248, a turnaround from $(946,930) in the previous year[8]. - Cash, cash equivalents, and restricted cash at the end of the period totaled $870,711, down from $5,950,372 a year earlier[8]. Credit and Loans - The company reported a provision for credit loss on loans receivable of $4,186,862 for the six months ended April 30, 2023, compared to $3,846,415 for the same period in 2022[4]. - The provision for credit losses rose significantly to $11,168,049 as of April 30, 2023, compared to $7,309,516 on October 31, 2022, reflecting an increase of approximately 53%[66]. - Current loan receivables, net of allowance for credit losses, decreased to $5,101,224 as of April 30, 2023, down from $6,661,290 on October 31, 2022, representing a decline of approximately 23%[69]. Market Strategy - The company plans to establish provincial regional sales centers nationwide to expand market reach and reduce overhead costs through a centralized procurement system[23]. - Management aims to cooperate with more NEV brands and enhance service quality to attract additional franchisees[23]. - The company is focusing on expanding its market presence through new franchise agreements, as indicated by the various unearned franchise fees from multiple agents across different regions[91]. Stock and Equity - The weighted average number of ordinary shares outstanding for the six months ended April 30, 2023, was 1,905,793, compared to 1,190,380 for the same period in 2022, an increase of 60.0%[4]. - A reverse stock split at a ratio of 1-for-18 was declared effective July 10, 2023, with no effect on total stockholders' equity[22]. Related Party Transactions - The company’s total accounts receivable from related parties was $374,796 as of April 30, 2023, an increase from $354,857 as of October 31, 2022[54]. - The company has advanced amounts to related parties for business purposes, with the highest receivable being $32,215 million from Mr. Ruchun Huang as of April 30, 2023[96]. - Accounts payable to related parties' franchisees were noted, indicating ongoing financial obligations[87]. Revenue Concentration - NEVs sales accounted for $884,083, representing 95% of total revenues for the six months ended April 30, 2023, compared to $3,208,591 or 78% for the same period in 2022[120]. - Related party sales revenues were recorded at $41,802, representing 4% of total revenues for the six months ended April 30, 2023[133]. - The concentration of sales revenues from third-party customers shows significant contributions from Customer C at $270,120 and Customer D at $140,275[134].