HANGZHOU, China, May 22, 2025 /PRNewswire/ -- Jiuzi Holdings, Inc. (NASDAQ: JZXN; the "Company") announces that its Board of Directors has formally approved a major strategic decision: the Company plans to complete a dual-track, parallel acquisition of 1,000 Bitcoins over the next year through a combination of additional stock issuance and cash purchases. Bitcoin acquisitions in the next year through a dual-track, parallel process of additional stock issuance and cash purchases. This move marks JZXN's in-de ...

"We are well aware of the volatility and uncertainty of the Bitcoin market, but it is based on a deep understanding of blockchain technology and a long-term bullish belief that we decided to take this step," said JZXN's CEO. "Through this acquisition, we will further enrich our company's asset structure and enhance our risk resistance and profitability. At the same time, we will also continue to focus on and explore the application of blockchain technology in other fields with a view to creating more value ...

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]

Regulatory Compliance and Risks - The company is subject to unique risks due to its holding company structure, including potential sanctions from PRC regulatory agencies if compliance is not met[12]. - As of the date of the annual report, neither the company nor its subsidiary Zhejiang Jiuzi has been involved in any investigations or received sanctions from the China Securities Regulatory Commission[12]. - The company is classified as an Existing Issuer and is required to file with the CSRC for any subsequent offerings within three working days after completion[13]. - The PCAOB has determined it can secure complete access to inspect and investigate registered public accounting firms in mainland China and Hong Kong[15]. - The Accelerating Holding Foreign Companies Accountable Act reduces the number of consecutive non-inspection years from three to two, impacting trading on U.S. exchanges[15]. - The company is closely monitoring regulatory developments in China regarding necessary approvals from the China Securities Regulatory Commission and other authorities[23]. - The Draft Overseas Listing Regulations require PRC domestic enterprises seeking to issue and list shares overseas to complete filing procedures with the CSRC[23]. - The company is subject to new regulations under the Trial Measures, which could impose administrative penalties for non-compliance in future offerings[25]. - The company faces uncertainties regarding the ability to continue trading on U.S. exchanges if its auditor cannot be inspected by the PCAOB for consecutive years[27]. - The company is currently not required to obtain approval from Chinese authorities to list on U.S. exchanges, but future requirements could materially affect investor interests[25]. - The company is subject to potential tax audits by PRC authorities, which could result in increased tax liabilities and penalties[58]. - The company may face uncertainties regarding future regulatory changes that could impact its ability to offer securities to investors[91]. - The PRC legal system is evolving rapidly, creating uncertainties that could adversely affect the company's operations and the value of its securities[75]. - The company is subject to the U.S. Foreign Corrupt Practices Act and Chinese anti-corruption laws, which may expose it to liabilities and risks related to unauthorized payments by franchisees[75]. - The company may face significant scrutiny and negative publicity similar to other U.S.-listed Chinese companies, which could harm its operations and reputation[98]. Financial Performance - For the year ended October 31, 2022, the company reported revenues of $5,931,000, with a cost of revenues amounting to $4,592,471, resulting in a net loss of $9,832,389[29]. - The company experienced a comprehensive loss of $9,975,446 for the same period, indicating significant financial challenges[29]. - The company reported a net income loss of $16,361,639 for the year ended October 31, 2023, reflecting ongoing operational difficulties[31]. - The cost of revenues for the year ended October 31, 2023, was $6,316,831, indicating an increase in operational expenses compared to previous periods[31]. - The company’s share of loss from non-VIE subsidiaries was $11,825,084, highlighting significant financial strain from its subsidiaries[31]. - Total revenues for the period reached $9,285,628, with a cost of revenues amounting to $4,854,235, resulting in a gross profit of $4,431,393[32]. - The net income for the period was reported at $1,433,168, reflecting a significant recovery compared to the previous loss of $1,277,782[32]. - Current assets totaled $10,471,777, while total assets reached $16,946,303, indicating a strong asset base[33]. - Total liabilities were reported at $9,109,961, leading to shareholders' equity of $7,836,342[33]. - The comprehensive income for the period was $1,876,686, showcasing overall financial health[32]. Dividend Policy and Earnings Retention - The company has not distributed any earnings or dividends to date and does not anticipate doing so in the foreseeable future[14]. - Current PRC regulations permit the company's subsidiaries to pay dividends only out of accumulated profits, if any, determined in accordance with Chinese accounting standards[14]. - The company intends to retain all available funds and future earnings for business operations and expansion, with no plans for dividend distribution[14]. - The company has not made any transfers, dividends, or distributions between the holding company and its subsidiaries to date[14]. - The company relies on the ability to receive funds from its subsidiary Zhejiang Jiuzi for any future dividend payments[14]. - As of the date of the annual report, no dividends or distributions have been made between the company and its subsidiaries, and there are no plans to distribute earnings in the foreseeable future[20]. - The PRC government may impose future restrictions on foreign currency access for current account transactions, affecting the company's ability to transfer cash[20]. - Jiuzi Holdings relies on dividends from its PRC subsidiaries for cash needs, with potential limitations on these payments due to PRC regulations[61]. Market and Competitive Environment - The growth of the electric vehicle market is projected to increase the urban power grid's peak load by 10% to 11%, with maximum load demand reaching 1,000 to 4,000 MW due to NEVs[44]. - The Chinese government plans to reduce subsidies for NEVs by 20% in 2021 compared to 2020 levels, impacting the pricing advantage of the company's vehicles[44]. - The company faces increased competition from foreign electric vehicle manufacturers due to changes in government policies allowing foreign ownership without local partners[44]. - The electric vehicle market's development is contingent on consumer perceptions of quality, safety, and performance, which can fluctuate significantly[41]. - The limited range of electric vehicles on a single charge is a critical factor affecting consumer adoption, with most vehicles lasting only 100-200 miles[42]. - The company generates revenues through initial franchise fees and sales commissions, expecting revenue growth as it expands its franchise operations[46]. - The company has awarded a total of 20,800,000 ordinary shares under its equity incentive plans (2,000,000 under the 2022 Plan, 1,200,000 under the 2023 Plan, and 17,600,000 under the 2024 Plan)[54]. - The company emphasizes the importance of brand recognition in attracting new franchisees and customers, which is critical for future growth[51]. - The company has established partnerships with over twenty NEV manufacturers, including BYD, Geely, and Chery, to enhance product offerings and competitive pricing[134]. - The company focuses marketing efforts in third to fifth tier cities in China, where the NEV market is relatively unexplored[156]. Operational Challenges and Strategies - The company relies heavily on collaboration with suppliers, with no long-term contractual commitments, posing risks to future revenue stability[39]. - The company may encounter operational risks if it cannot collect advances paid to suppliers, impacting cash flow and financial stability[56]. - The company plans to adopt a one-stop vehicle sales model, integrating online and offline services for vehicle selection, purchase, and maintenance[136]. - The company is developing an online-offline technology platform to enhance consumer shopping experiences and operational efficiency for suppliers[145]. - The company plans to establish display and distribution centers in first- and second-tier cities to support franchise stores in surrounding areas[146]. - The company intends to reduce overall operational costs by sourcing vehicles from 4S stores, which require smaller deposits and offer flexible return policies[147]. - The franchise arrangement allows franchisees to set their own sales prices, but they must cover any losses if the sales price is below the vehicle cost[150]. - The company has plans for market expansion and new product development, although specific details were not disclosed in the call[32]. - Future guidance indicates a focus on improving operational efficiency and exploring potential acquisitions to enhance market position[32]. Legal and Tax Considerations - The company may be classified as a "Resident Enterprise" under the EIT Law, subjecting it to a 25% enterprise income tax on worldwide income[73]. - If classified as a "Resident Enterprise," dividends paid to non-PRC shareholders may be subject to a 10% withholding tax[73]. - The Enterprise Income Tax Law imposes a withholding tax rate of up to 10% on dividends payable by Chinese companies to non-PRC resident enterprises[61]. - The PRC Foreign Investment Law establishes a framework for foreign investments, but uncertainties remain regarding its implementation and potential impact on the company's corporate structure[81]. - The company is not restricted from distributing profits and dividends to its parent company or carrying out cross-border foreign exchange activities due to its completed foreign exchange registration[200]. - The company has completed foreign exchange registration formalities for its WFOE, allowing it to receive capital contributions and make distributions without restrictions[197]. - The company has not filed required forms with PRC tax authorities to benefit from the reduced withholding tax rate[207]. Environmental and Social Compliance - The company is subject to various environmental protection and work safety regulations, which include penalties for non-compliance[190]. - The company must comply with the Catalogue for the Guidance of Foreign Investment Industries and the Negative List for market access[191]. - Employers in the PRC are required to provide employees with social insurance covering basic pension, medical, unemployment, maternity, and occupational injury insurance[209]. - The company has established a work safety protection scheme and is required to provide safety training and protective equipment to employees[190]. - The Cyber Security Law mandates internet service providers to safeguard personal data and maintain network security[187]. - The PRC Cybersecurity Law imposes obligations on network operators to protect users' personal information and mandates breach notification[170]. Shareholder and Corporate Governance - The company is classified as a "controlled company" under Nasdaq rules, allowing it to rely on exemptions from certain corporate governance requirements[125]. - The company may face challenges in protecting shareholder interests due to its incorporation in the Cayman Islands and operations in China[100]. - The issuance and sale of additional ordinary shares could dilute existing shareholders' holdings and reduce the prevailing market price[122]. - Future sales of ordinary shares could adversely affect their market price and impair the company's ability to raise capital through equity offerings[115]. - The trading price of the ordinary shares is volatile, influenced by factors such as net revenue variations, announcements of new investments, and changes in financial estimates by analysts[112]. - The company is classified as an "emerging growth company," allowing it to take advantage of reduced reporting requirements under the JOBS Act[119]. - The company is required to file an annual report on Form 20-F within four months of the fiscal year-end, with less extensive information compared to U.S. domestic issuers[121].

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].