UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2022
Commission file number: 001-40405
JIUZI HOLDINGS INC.
(Registrant’s name)
No.168 Qianjiang Nongchang Gengwen Road, 15th
Floor
Economic and Technological Development Zone
Xiaoshan District, Hangzhou City
Zhejiang Province 310000
People’s Republic of China
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒
Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
This current report on Form 6-K is being filed
to disclose the home country rule exemption of Jiuzi Holdings Inc. (the “Company”) that it intends to disclose in its annual
report on Form 20-F for the fiscal year ended October 31, 2022.
As a business company incorporated in the Cayman
Islands that is listed on Nasdaq Capital Market (“Nasdaq”), the Company is subject to Nasdaq corporate governance listing
standards. Under Nasdaq rules, listed non-U.S. companies may, in general, follow their home country corporate governance practices in
lieu of some of the Nasdaq corporate governance requirements. Pursuant to the home country rule exemption set forth under Nasdaq Listing
Rule 5620(a), which provides (with certain exceptions not relevant to the conclusions expressed herein) that a Foreign Private Issuer
may follow its home country practice in lieu of the requirements of the Nasdaq Marketplace Rule 5600 Series, the Company has elected to
be exempt from the following requirement:
| (a) | Nasdaq Marketplace Rule 5620 which provides that (with certain exceptions not relevant to the conclusions
expressed herein) each company listing common stock or voting preferred stock, and their equivalents, shall hold an annual meeting of
shareholders no later than one year after the end of the company’s fiscal year-end. |
A copy of the home country rule exemption letter from the
Company’s legal counsel is attached hereto as Exhibit 99.1.
EXHIBIT INDEX
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: October 31, 2022 |
JIUZI HOLDINGS INC. |
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By: |
/s/ Shuibo Zhang |
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Name: |
Shuibo Zhang |
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Title: |
Chief Executive Officer and Director
(Principal Executive Officer) |
2
Exhibit 99.1
| Our ref |
ELR/776654-000001/25175125v1 |
| Direct tel |
+852 3690 7424 |
| Email |
everton.robertson@maples.com |
Listing Qualifications
The Nasdaq Stock Market
9600 Blackwell Road
Rockville, MD 20850
31 October 2022
Dear Sir or Madam
Jiuzi Holdings Inc.
We act as Cayman Islands counsel to Jiuzi Holdings Inc.,
an exempted company incorporated in the Cayman Islands (the “Company”).
We understand that the Nasdaq Stock Market Marketplace
Rules which are in force and effect on the date of this letter contain the following requirements:
| 1. | Rule 5620(a) requires that each company listing common stock or
voting preferred stock, and their equivalents, shall hold an annual meeting of shareholders no later than one year after the end of the
company’s fiscal year-end. |
We are instructed that the Company would like to follow
its home country practice in lieu of the provisions of Rule 5620(a).
The Companies Act (As Revised)
of the Cayman Islands does not require the Company to follow or comply with the requirements of Rule 5620(a), and the Company’s non-compliance
with Rule 5620(a) will not breach any law, public rule or regulation applicable to the Company currently in force in the Cayman Islands.
Based upon our review of the amended
and restated memorandum and articles of association of the Company as adopted by special resolution passed on 31 October 2020 (the “Memorandum
and Articles”), the Memorandum and Articles do not prohibit the Company from following its home country practice in lieu of the
requirements of Rule 5620(a).
We have made no investigation
of and express no opinion in relation to the laws, rules or regulations of any jurisdiction other than those of the Cayman Islands. Specifically,
we have made no independent investigation of the laws of the State of New York or the Nasdaq Stock Market Marketplace Rules, and we express
no opinion as to the meaning, validity or effect of the Nasdaq Stock Market Marketplace Rules. This advice is to be governed by and construed
in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the
Cayman Islands. This advice is issued solely for your benefit and is not to be relied upon by any other person, firm or entity or in
respect of any other matter.
The Company has advised us that,
as required by Rule 5615(a)(3), the Company intends to disclose in its annual report on Form 20-F each requirement of the Rule 5600 Series
that it does not follow and describe the home country practice followed in lieu of such requirements.
Yours faithfully
/s/ Maples and Calder (Hong Kong)
LLP
Maples and Calder (Hong Kong) LLP