JZXN Amends 20-F to Include Omitted 2022 Audit Report

Ticker: JZXN · Form: 20-F/A · Filed: Sep 3, 2025 · CIK: 1816172

Sentiment: bearish

Topics: SEC Filing, 20-F/A, Audit Report, China Risks, Regulatory Compliance, HFCAA, Emerging Markets

Related Tickers: JZXN

TL;DR

**JZXN's 20-F/A is a compliance cleanup, not a business update; focus remains on China regulatory risks, not operational performance.**

AI Summary

Jiuzi Holdings, Inc. (JZXN) filed an Amendment No. 2 to its 20-F annual report for the fiscal year ended October 31, 2024, primarily to include an inadvertently omitted audit report from WWC, P.A CPA, which audited the consolidated financial statements for the year ended October 31, 2022. The original 20-F was filed on March 3, 2025, and audited by Audit Alliance LLP for the 2024 fiscal year. This amendment does not update or restate any other information from the original filing, nor does it reflect events after March 3, 2025. The company's business is conducted by Shenzhen Jiuzi New Energy Holdings Group Co., Ltd. in RMB, with financial statements presented in USD. As of October 31, 2024, JZXN had 11,011,389 ordinary shares outstanding. The filing highlights significant risks related to its holding company structure and operations in China, including uncertainties in PRC laws and regulations and potential sanctions from Chinese regulatory agencies. The company also noted its status as an 'Existing Issuer' under CSRC rules, requiring filing for subsequent offerings but not for the Selling Shareholders' resale of ordinary shares.

Why It Matters

This amendment is crucial for investors as it rectifies a significant oversight in JZXN's financial disclosures, ensuring a complete audit trail for the fiscal year ended October 31, 2022. The inclusion of WWC, P.A CPA's report provides necessary transparency and compliance, which can impact investor confidence and regulatory scrutiny. For employees and customers, this filing doesn't directly alter daily operations but reinforces the company's commitment to regulatory adherence. In a competitive context, particularly for Chinese companies listed in the U.S., complete and accurate filings are paramount to avoid delisting risks under the HFCAA and maintain market credibility.

Risk Assessment

Risk Level: high — The risk level is high due to the explicit mention of 'unique risks to investors' stemming from the holding company structure and 'uncertainty of the interpretation and the application of the PRC laws and regulations.' The filing also highlights the potential for 'material change in our financial performance, our operations and our results of operations and/or the value of our ordinary shares, which could cause the value of such securities to significantly decline or become worthless' if Chinese regulatory authorities disallow their structure. Furthermore, the company acknowledges the 'highly uncertain' impact of new PRC regulatory actions on its business and U.S. listing.

Analyst Insight

Investors should scrutinize JZXN's future filings for any further amendments or restatements, as this indicates potential internal control weaknesses. Given the high regulatory risk associated with its PRC operations and the HFCAA, investors should consider the long-term viability of JZXN's U.S. listing and the potential for significant value depreciation.

Key Numbers

Key Players & Entities

FAQ

Why did Jiuzi Holdings, Inc. file an Amendment No. 2 to its 20-F?

Jiuzi Holdings, Inc. filed Amendment No. 2 to its 20-F to include an inadvertently omitted audit report from WWC, P.A CPA, which audited the consolidated financial statements for the fiscal year ended October 31, 2022. The original 20-F, covering the fiscal year ended October 31, 2024, was filed on March 3, 2025.

What fiscal year financial statements were affected by the omitted audit report in JZXN's filing?

The omitted audit report pertained to the consolidated statements of financial position of Jiuzi Holdings, Inc. and its subsidiaries as of October 31, 2022, and the related consolidated statements of comprehensive income (loss), changes in equity, and cash flows for the year ended October 31, 2022.

Who was the auditor for Jiuzi Holdings, Inc.'s 2022 financial statements?

WWC, P.A CPA was the independent registered public accounting firm that audited Jiuzi Holdings, Inc.'s consolidated financial statements for the fiscal year ended October 31, 2022, and whose report was inadvertently omitted from the original 20-F.

What are the primary risks for investors in Jiuzi Holdings, Inc. as stated in the 20-F/A?

The primary risks for investors in Jiuzi Holdings, Inc. include uncertainties in the interpretation and application of PRC laws and regulations, limitations on foreign ownership, regulatory review of overseas listings, and potential sanctions from PRC regulatory agencies. These risks could materially impact the company's financial performance and the value of its ordinary shares.

Is Jiuzi Holdings, Inc. subject to the Holding Foreign Companies Accountable Act (HFCAA)?

Yes, Jiuzi Holdings, Inc. is subject to the HFCAA. The filing notes that if the PCAOB is unable to inspect an issuer's auditors for three consecutive years (or two years under the Accelerating HFCAA), the issuer's securities are prohibited from trading on a U.S. stock exchange.

What is Jiuzi Holdings, Inc.'s current auditor and where are they headquartered?

Jiuzi Holdings, Inc.'s current auditor is Audit Alliance LLP, which is headquartered in Singapore. The filing states that Audit Alliance LLP is currently subject to PCAOB inspections on a regular basis.

Does Jiuzi Holdings, Inc. need CSRC approval for the Selling Shareholders' resale of ordinary shares?

No, Jiuzi Holdings, Inc. is not required to complete filing procedures with the CSRC for the Selling Shareholders' resale of ordinary shares. Relying on its PRC legal counsel, Zhejiang Taihang Law Firm, the company determined that such resale does not constitute a 'subsequent offering' under CSRC rules.

What is the number of outstanding ordinary shares for Jiuzi Holdings, Inc. as of October 31, 2024?

As of the close of the period covered by the annual report, October 31, 2024, Jiuzi Holdings, Inc. had 11,011,389 ordinary shares issued and outstanding.

What is the role of Zhejiang Jiuzi New Energy Vehicles Co., Ltd. in Jiuzi Holdings, Inc.'s structure?

Zhejiang Jiuzi New Energy Vehicles Co., Ltd. is Jiuzi Holdings, Inc.'s operating subsidiary in the PRC. It was formerly a Variable Interest Entity (VIE) and its operations are subject to PRC laws and regulations.

What is the significance of the 'Explanatory Note' in Jiuzi Holdings, Inc.'s 20-F/A?

The 'Explanatory Note' clarifies that the Amendment No. 2 is filed solely to address the omission of the 2022 audit report and does not amend, update, or restate any other information from the original Form 20-F filed on March 3, 2025. It also states that the amendment should be read in conjunction with the original filing and subsequent SEC filings.

Risk Factors

Industry Context

Jiuzi Holdings operates within the new energy vehicle sector in China. This industry is characterized by rapid technological advancements, significant government support and subsidies, and intense competition from both domestic and international players. The market is highly dynamic, with evolving consumer preferences and increasing regulatory scrutiny on environmental standards and safety.

Regulatory Implications

The company faces substantial regulatory risks due to its operations in China, including potential changes in PRC laws and regulations and the possibility of sanctions from Chinese regulatory agencies. Its holding company structure also introduces complexities regarding compliance and enforceability of agreements.

What Investors Should Do

  1. Monitor PRC regulatory developments
  2. Scrutinize financial statement completeness and accuracy
  3. Assess the impact of the dissolved VIE structure

Key Dates

Glossary

PRC
The People's Republic of China. (The company's primary operations are located in China, making PRC laws and regulations critical to its business.)
Ordinary shares
The common stock of Jiuzi Holdings, Inc., with a par value of US$0.00195 per share. (Represents the ownership stake in the company; the number of outstanding shares (11,011,389 as of Oct 31, 2024) is a key metric for valuation and per-share calculations.)
Shenzhen Jiuzi New Energy Holdings Group Co., Ltd.
The PRC subsidiary through which the company conducts its business operations using RMB. (This entity is the operational arm of the company in China, and its performance is key to the consolidated financial results.)
VIE Agreements
Contractual arrangements (including Exclusive Business Cooperation Agreement, Exclusive Option Agreement, and Share Pledge Agreement) used to establish control over PRC operating subsidiaries when direct foreign ownership is restricted. These were dissolved on January 20, 2023. (The structure and dissolution of VIE agreements are crucial for understanding regulatory compliance and the company's operational control in China.)
WWC, P.A CPA
The auditing firm that audited the consolidated financial statements for the fiscal year ended October 31, 2022. (The omission and subsequent inclusion of this audit report in the amendment highlights a procedural issue and ensures completeness of historical financial review.)

Year-Over-Year Comparison

This amendment (20-F/A) primarily serves to include an omitted audit report for the fiscal year ended October 31, 2022, from WWC, P.A CPA. It does not update or restate other financial information from the original 20-F filed on March 3, 2025, which covered the fiscal year ended October 31, 2024, and was audited by Audit Alliance LLP. Therefore, a direct comparison of key financial metrics like revenue growth or margin changes between this amendment and the prior year's filing is not possible based on the information provided. New risks related to the omitted audit report and its inclusion are now highlighted.

Filing Stats: 4,634 words · 19 min read · ~15 pages · Grade level 14.6 · Accepted 2025-09-03 16:05:24

Key Financial Figures

Filing Documents

Item 18

Item 17 Item 18 If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to 240.10D-1(b). If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes No EXPLANTORY NOTE Jiuzi Holdings Inc (the "Company") is filing this Amendment No. 1 ("Amendment No. 1") to the Annual Report on Form 20-F for the financial year ended October 31, 2024 (the "Original Form 20-F"), as filed with the United States Securities and Exchange Commission (the "SEC") on March 3, 2025 (the "Original Filing Date") which was audited by Audit Alliance LLP, to include an omitted audit report that the report of independent registered public accounting firm, WWC, P.A CPA, who audited the consolidated statements of financial position of the Company and subsidiaries as of October 31, 2022, and the related consolidated statements of comprehensive income (loss), changes in equity and cash flows for the year ended October 31, 2022, and the related notes, was inadvertently omitted. This Amendment No. 1 is being filed solely to address the omission as set out above. This Amendment No. 1 speaks as of the Original Filing Date, or M

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 104 ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 104 PART II ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 105 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 105 ITEM 15.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 105 ITEM 16. [RESERVED] 105 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 106 ITEM 16B. CODE OF ETHICS 106 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 106 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 106 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 107 ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 107 ITEM 16G. CORPORATE GOVERNANCE 107 ITEM 16H. MINE SAFETY DISCLOSURE 107 ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 107 PART III ITEM 17.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 108 ITEM 18.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 108 ITEM 19. EXHIBITS 108 i Conventions Used in this Annual Report Unless otherwise indicated or the context requires otherwise, references in this annual report: "China" or the "PRC" refers to the People's Republic of China, excluding Taiwan and the special administrative regions of Hong Kong and Macau for the purposes of this annual report only; "Guangxi Zhitongche" refers to Guangxi Nanning Zhitongche New Energy Technology Co., Ltd., a PRC company owned by Hangzhou Zhitongche; "Hangzhou Zhitongche" refers to Hangzhou Zhitongche Technology Co., Ltd., a PRC company wholly owned by Zhejiang Jiuzi; "Jiuzi HK" refers to Jiuzi (HK) Limited, a limited liability company organized under the laws of Hong Kong; "Jiuzi New Energy" refers to Zhejiang Jiuzi New Energy Network Technology Co., Ltd., a PRC company wholly owned by Zhejiang Jiuzi; "Jiuzi WFOE" refers to Zhejiang Navalant New Energy Automobile Co. Ltd, a limited liability company organized under the laws of the PRC, which is wholly-owned by Jiuzi HK; "Ordinary shares" refer to the ordinary shares of the Company, par value US$0.00195 per share; "PRC Operating Subsidiaries" refer to the Zhejiang Jiuzi and its subsidiaries; "Shangli Jiuzi" refers to Shangli Jiuzi New Energy Vehicles Co., Ltd., a PRC company and 59% owned subsidiary of Zhejiang Jiuzi; "VIE Agreements" refers to a series of contractual arrangements, including the Exclusive Business Cooperation Agreement, the Exclusive Option Agreement and the Share Pledge Agreement between Jiuzi WFOE and VIE. The VIE structure has been dissolved on January 20, 2023; "Zhejiang Jiuzi" refers to Zhejiang Jiuzi New Energy Vehicles Co., Ltd., our operating subsidiary in the PRC; "2021 Plan" refers to an equity incentive plan we adopted on July 6, 2021; "2022 Plan" refers to an equity incentive plan we adopted on July 28, 2022; "2023 Plan" refers to an equity incentive plan we adopted on January 17, 2023; "2024 Plan"

forward-looking statements

forward-looking statements. iii PART I

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable for annual reports on Form 20-F.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable for annual reports on Form 20-F.

KEY INFORMATION

ITEM 3. KEY INFORMATION Our holding company structure involves unique risks to investors. Because of our corporate structure, we are subject to risks due to uncertainty of the interpretation and the application of the PRC laws and regulations, including but not limited to limitation on foreign ownership of internet technology companies, and regulatory review of oversea listing of PRC companies through a special purpose vehicle. We are also subject to the risks of uncertainty about any future actions of the PRC government in this regard. We may also be subject to sanctions imposed by PRC regulatory agencies including Chinese Securities Regulatory Commission if we fail to comply with their rules and regulations. If the Chinese regulatory authorities disallow our holding company structure in the future, it will likely result in a material change in our financial performance, our operations and our results of operations and/or the value of our ordinary shares, which could cause the value of such securities to significantly decline or become worthless. For a detailed description of the risks relating to our holding company structure, doing business in the PRC, and the offering as a result of the structure, see "Risk Factors - Risks Related to Our Corporate Structure," and "Risk Factors - Risks Related to Doing Business in China" on pages 17 and 20 of item 3. D of this annual report. Additionally, we are subject to certain legal and operational risks associated with Zhejiang Jiuzi's operations in China. Zhejiang Jiuzi is a former VIE and an operating subsidiary of our holding company. PRC laws and regulations governing our current business operations are sometimes vague and uncertain, and therefore, these risks may result in a material change in the our operations, significant depreciation of the value of our ordinary shares or may cause the value of our ordinary shares to become worthless, or a complete hindrance of our ability to offer or continue to offer our secur

View Full Filing

View this 20-F/A filing on SEC EDGAR

View on Read The Filing