UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Autozi
Internet Technology (Global) Ltd.
(Exact
Name of Registrant as Specified in its Charter)
| Cayman
Islands |
|
N/A |
(State
or Other Jurisdiction of
Incorporation or Organization) |
|
(I.R.S.
Employer
Identification No.) |
Building
B09
Intelligence
Park No. 26 Yongtaizhuang North Road
Haidian
District, Beijing, China
Telephone:
+86 13810709967 |
(Address,
including zip code, of Principal Executive Offices)
|
Autozi Internet Technology (Global)
Ltd. 2024 Equity Incentive Plan
(Full
Title of the Plan)
Houqi
Zhang, Ph.D.
Chief
Executive Officer, Chairman of the Board of Directors
Autozi
Internet Technology (Global) Ltd.
19
West 44th Street, Suite 1001
New
York, NY 10036
Telephone:
+1 9293998888
(Name,
Address and telephone number of Agent for Service)
Copies
To:
Yang Ge, Esq.
DLA Piper UK LLP
20th Floor, South Tower, Kerry Center
No. 1 Guanghua Road, Chao Yang District
Beijing, People’s Republic of China, 100020
+86 (10) 8520-0616
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☐ |
| |
Emerging
growth company |
☒ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
PART
I
INFORMATION
REQUIRED IN THE 10(A) PROSPECTUS
This Registration Statement
on Form S-8 (the “Registration Statement”) is being filed for the purpose of registering 7,000,000 Class A ordinary shares
of a par value US$0.000001 per share (the “Class A Ordinary Shares”), of Autozi Internet Technology (Global) Ltd. (the “Company”
or the “Registrant”), which may be issued pursuant to awards under the Autozi Internet Technology (Global) Ltd. 2024 Equity
Incentive Plan, as approved by the Company’s board of directors on October 31, 2024. As permitted by the rules of the Securities
and Exchange Commission (the “Commission”), this Registration Statement omits the information specified in Part I of Form
S-8. The documents containing the information specified in Part I of this Registration Statement will be sent or given to eligible
employees as specified in Rule 428(b) promulgated under the Securities Act. Such documents are not being filed with the SEC either as
part of this Registration Statement or as prospectuses or prospectus supplement pursuant to Rule 424 of the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents previously filed by Autozi Internet Technology (Global) Ltd. (the “Registrant”) with the Commission are
hereby incorporated by reference:
| 1) | The
Registrant’s registration statement on Form
F-1 (File No. 333-281215), as amended, initially filed with the Commission on
August 2, 2024; and |
| | | |
| 2) | The
Registrant’s current report on Form
6-K, filed with the Commission on August 29, 2024; and |
| | | |
| 3) | the
description of our Class A Ordinary Shares incorporated by reference in the Registrant’s
registration statement on Form
8-A, as amended (File No. 001-42255) filed with the Commission on August 20, 2024, including
any amendment and report subsequently filed for the purpose of updating that description. |
All
other reports and documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) after the date of this Registration Statement and prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the
date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute
a part of this Registration Statement.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
Not
applicable.
Item
6. Indemnification of Directors and Officers.
Cayman
Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of directors
and officers, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such
as to provide indemnification against civil fraud or the consequences of committing a crime. The Registrant’s second amended
and restated articles of association, adopted by special resolution on April 11, 2024 and effective immediately prior to the completion
of the Registrant’s initial public offering of the Class A Ordinary Shares, provided that the Registrant may indemnify its
directors and officers (but not including the its auditors) and its personal representatives (each an “Indemnified Person”)
all actions, proceeding, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such Indemnified Person, other
than by reason of such Indemnified Person’s own dishonesty, willful default or fraud, in or about the conduct of the Registrant’s
business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities
or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by
such Indemnified Person in defending (whether successfully or otherwise) any civil proceedings concerning the Registrant or its affairs
in any court whether in the Cayman Islands or elsewhere.
Pursuant
to the indemnification agreement between the Registrant and each of its directors and executive officers, the form of which was filed
as Exhibit 10.3 to the Registrant’s registration statement on Form F-1 (File No. 333-281215), as amended, initially filed with
the Commission on August 2, 2024 (the “Form F-1”), the Registrant has agreed to indemnify its directors and executive
officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of being a director
of the Registrant.
The
underwriting agreement, the form of which was filed as Exhibit 1.1 to the Form F-1, also provides for indemnification by the underwriters
of the Registrant and its directors and officers for certain liabilities, but only to the extent that such liabilities are caused in
reliance upon, and in strict conformity with the underwriters’ information in such registration statement and certain other disclosure
documents.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
The
Exhibit Index is hereby incorporated by reference.
Item
9. Undertakings.
A.
The undersigned Registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(a)
To include any prospectus required by Section 10(a)(3) of the Securities Act;
(b)
To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth
in this Registration Statement; and
(c)
To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration Statement;
provided,
however, that paragraphs A(1)(a) and A(1)(b) above shall not apply if the information required to be included in a post-effective
amendment by these paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section
13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
(2)
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering.
B.
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of
the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
C.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Commission,
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
EXHIBIT
INDEX
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the People’s Republic of China on this 19th day of November, 2024.
| |
Autozi
Internet Technology (Global) Ltd. |
| |
|
|
| |
By: |
/s/
Houqi Zhang, Ph.D. |
| |
Name:
|
Houqi
Zhang, Ph.D. |
| |
Title: |
Chief
Executive Officer and
Chairman
of the Board of Directors |
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Dr. Houqi Zhang
as his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for and in such person’s
name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration
Statement, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith and about the premises, as fully to all intents and purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated:
| Name |
|
Position |
|
Date |
| |
|
|
|
|
/s/ Houqi
Zhang |
|
Chief
Executive Officer, Chairman of the Board of Directors
(Principal
Executive Officer) |
|
November
19, 2024 |
| Houqi
Zhang, Ph.D. |
|
|
|
|
/s/
Jinming Dong |
|
Chief
Financial Officer
(Principal
Financial and Accounting Officer) |
|
November
19, 2024 |
| Jinming
Dong |
|
|
|
|
| |
|
|
|
|
| /s/
Haifeng Li |
|
Chief
Technology Officer |
|
November
19, 2024 |
| Haifeng
Li |
|
|
|
|
| |
|
|
|
|
| /s/
Hui Zhang |
|
Chief
Operating Officer |
|
November
19, 2024 |
| Hui
Zhang |
|
|
|
|
| |
|
|
|
|
| /s/
Jun Wang |
|
Director |
|
November
19, 2024 |
| Jun
Wang |
|
|
|
|
| |
|
|
|
|
| /s/
Kevin Vassily |
|
Independent
Director |
|
November
19, 2024 |
| Kevin
Vassily |
|
|
|
|
| |
|
|
|
|
| /s/
Weston Twigg |
|
Independent
Director |
|
November
19, 2024 |
| Weston
Twigg |
|
|
|
|
| |
|
|
|
|
| /s/
Jing Lu |
|
Independent
Director |
|
November
19, 2024 |
| Jing
Lu |
|
|
|
|
SIGNATURE
OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant
to the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Autozi Internet Technology
(Global) Ltd. has signed this Registration Statement or amendment thereto on this 19th day of November 2024.
| |
By: |
/s/
Warren Wang |
| |
Name:
|
Warren
Wang |
Exhibit
5.1
 |
Harney
Westwood & Riegels
3501
The Center
99
Queen’s Road Central
Hong
Kong
Tel:
+852 5806 7800
Fax:
+852 5806 7810 |
19
November 2024
056710.0019
Autozi
Internet Technology (Global) Ltd.
4th
Floor, Harbour Place
103
South Church Street
P.O.
Box 10240
Grand
Cayman KY1-1002
Cayman
Islands
Dear
Sir or Madam
Autozi
Internet Technology (Global) Ltd. (the Company)
We
are lawyers qualified to practise in the Cayman Islands and have acted as Cayman Islands legal advisers to the Company in connection
with the Company’s registration statement on Form S-8 to be filed with the Securities and Exchange Commission (the Commission)
on or about the date of this opinion (the Registration Statement) under the United States Securities Act of 1933, as amended
(the Securities Act), relating to the registration of 7,000,000 Class A ordinary shares of a par value of US$0.000001 each
of the Company (the Shares) to be issued pursuant to the Plan (as defined in Schedule 1). In this opinion Companies
Act means the Companies Act (As Revised) of the Cayman Islands.
We
are furnishing this opinion as Exhibit 5.1 to the Registration Statement.
For
the purposes of giving this opinion, we have examined the Documents (as defined in Schedule 1). We have not examined any other documents,
official or corporate records or external or internal registers and have not undertaken or been instructed to undertake any further enquiry
or due diligence in relation to the transaction which is the subject of this opinion.
In
giving this opinion we have relied upon the assumptions set out in Schedule 2 which we have not independently verified.
Based
solely upon the foregoing examinations and assumptions and upon such searches as we have conducted and having regard to legal considerations
which we deem relevant, and subject to the qualifications set out in Schedule 3, we are of the opinion that under the laws of the Cayman
Islands:
| 1 | Existence. The Company has been duly incorporated
as an exempted company with limited liability under the laws of the Cayman Islands. It is a separate legal entity and is subject to suit
in its own name. |
The
British Virgin Islands is Harneys Hong Kong office’s main jurisdiction of practice.
Jersey
legal services are provided through a referral arrangement with Harneys (Jersey) which is an independently owned and controlled Jersey
law firm.
Resident
Partners: A Au | M Chu | JP Engwirda | Y Fan | P Kay | MW Kwok | IN Mann
R
Ng | ATC Ridgers | PJ Sephton |
Anguilla
| Bermuda | British Virgin Islands | Cayman Islands
Cyprus
| Hong Kong | Jersey | London | Luxembourg
Montevideo
| São Paulo | Shanghai | Singapore
harneys.com |
| 2 | Authorised
Share Capital. Based on our review of the M&A (as
defined in Schedule 1), the authorized share capital of the Company is US$500,000 divided
into 500,000,000,000 shares of a par value of US$0.000001 each, comprising of (i) 480,000,000,000
Class A ordinary shares of a par value of US$0.000001 each and (ii) 20,000,000,000 Class
B ordinary shares of a par value of US$0.000001 each. |
| | |
| 3 | Valid
Issuance of Shares. The Shares to be issued by the
Company in accordance with the Plan as contemplated and registered under the Registration
Statement have been duly authorised and, when allotted, issued and fully paid for in accordance
with the Plan and the Resolutions (as defined in Schedule 1), and when the names of the shareholders
are entered in the register of members of the Company, the Shares will be validly issued,
fully paid and non-assessable and there will be no further obligation on the holder of any
of the Shares to make any further payment to the Company in respect of such Shares. |
This
opinion is confined to the matters expressly opined on herein and given on the basis of the laws of the Cayman Islands as they are in
force and applied by the Cayman Islands courts at the date of this opinion. We have made no investigation of, and express no opinion
on, the laws of any other jurisdiction. Except as specifically stated herein, we express no opinion as to matters of fact.
In
connection with the above opinion, we hereby consent to the filing of this opinion as an exhibit to the Form S-8, which is incorporated
by reference into the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission thereunder.
This
opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred
to herein.
This
opinion shall be construed in accordance with the laws of the Cayman Islands.
| Yours
faithfully |
|
| |
|
| /s/ Harney Westwood & Riegels |
|
| Harney
Westwood & Riegels |
|
Schedule
1
List
of Documents and Records Examined
| 1 | A
copy of the certificate of incorporation of the Company dated 15 July 2021. |
| | |
| 2 | A
copy of the second amended and restated memorandum and articles of association of the Company
adopted by a special resolution passed on 11 April 2024 and effective immediately prior to
the completion of the initial public offering of the Company’s Class A ordinary shares
of a par value of US$0.000001 each (the M&A). |
| | |
| 3 | A
copy of the written resolutions of the sole director of the Company passed on 7
July 2023. |
Copies
of 1 to 3 above have been provided to us by the Company (the Corporate Documents, and together with 4 to
6 below, the Documents).
| 4 | A
copy of the executed written resolutions of the board of directors of the Company dated 31 October 2024 (the Resolutions). |
| | |
| 5 | A
copy of the 2024 equity incentive plan approved by the Resolutions provided to us on 18 October
2024 (the Plan); |
| | |
| 6 | The
Registration Statement. |
Schedule
2
Assumptions
| 1 | Authenticity
of Documents. Copy documents or drafts of documents provided to us are true and complete
copies of, or in the final forms of, the originals. All original Corporate Documents are
authentic, all signatures, initials and seals are genuine, all copies of the Registration
Statement are true and correct copies and the Registration Statement conform in every material
respect to the latest drafts of the same produced to us and, where the Registration Statement
has been provided to us in successive drafts marked-up to indicate changes to such documents,
all such changes have been so indicated. |
| | |
| 2 | Corporate
Documents. All matters required by law to be recorded in the Corporate Documents are
so recorded, and all corporate minutes, resolutions, certificates, documents and records
which we have reviewed are accurate and complete, and all facts expressed in or implied thereby
are accurate and complete as at the date of the passing of the Resolutions. |
| | |
| 3 | No
Steps to Wind-up. The directors and shareholders of the Company have not taken any steps
to appoint a liquidator of the Company and no receiver has been appointed over any of the
Company’s property or assets. |
| | |
| 4 | Resolutions.
The Resolutions have been duly executed (and where by a corporate entity such execution
has been duly authorised if so required) by or on behalf of each director, or by or on behalf
of each shareholder in respect of the shareholder resolutions, and the signatures and initials
thereon are those of a person or persons in whose name the Resolutions have been expressed
to be signed. The Resolutions remain in full force and effect. |
| | |
| 5 | Unseen
Documents. Save for the Corporate Documents provided to us there are no resolutions,
agreements, documents or arrangements which materially affect, amend or vary the transactions
envisaged in the Registration Statement. |
| | |
| 6 | Constitutional
Documents. The M&A is the latest memorandum and articles of association of the Company
in effect as of the time of the opinion. |
Schedule
3
Qualifications
| 1 | Foreign
Statutes. We express no opinion in relation to provisions making reference to foreign
statutes in the Registration Statement. |
| | |
| 2 | Commercial
Terms. Except as specifically stated herein, we make no comment with respect to any representations
and warranties which may be made by or with respect to the Company in any of the documents
or instruments cited in this opinion or otherwise with respect to the commercial terms of
the transactions the subject of this opinion. |
| | |
| 3 | Non-assessable.
In this opinion the phrase non-assessable means, with respect to the issuance
of shares, that a shareholder shall not, in respect of the relevant shares, have any obligation
to make further contributions to the Company’s assets (except in exceptional circumstances,
such as involving fraud, the establishment of an agency relationship or an illegal or improper
purpose or other circumstances in which a court may be prepared to pierce or lift the corporate
veil). |
| | |
| 4 | Register
of members. Under the Companies Act, the register of members of a Cayman Islands company
is by statute regarded as prima facie evidence of any matters which the Companies Act directs
or authorises to be inserted therein. A third party interest in the shares in question would
not appear. An entry in the register of members may yield to a court order for rectification
(for example, in the event of fraud or manifest error). |
Exhibit
10.1
Autozi
Internet Technology (Global) Ltd.
2024
Equity Incentive Plan
1.
Purposes of this Plan. The purposes of this Autozi Internet Technology (Global) Ltd. 2024 Equity Incentive Plan (the “Plan”)
are to enable Autozi Internet Technology (Global) Ltd., an exempted company incorporated in the Cayman Islands (the “Company”),
and its subsidiaries (collectively, the “Group”) to attract and retain services of the best available personnel,
provide additional incentives to employees, officers, directors and external persons, and promote the success of the Group as a whole.
This Plan permits the grant of Restricted Shares and Local Awards. The Administrator may grant any type of Award under this Plan to any
Participant it selects. Award may be granted alone or in addition to, in tandem with, or (subject to the Plan’s prohibitions on
repricing) in substitution for any other Award (or any other awards granted under another plan of the Company or other members of the
Group).
2.
Definitions. As used herein, the following definitions will apply:
(a)
“Administrator” means the Board, or specified Officers to whom the Board delegates its administrative authority consistent
with Applicable Laws and in accordance with Section 4 of the Plan.
(b)
“Affiliate” means any Person that directly or indirectly controls, is controlled by, or is under common control with
the Company. The term “control” (including, with correlative meaning, the terms “controlled by” and “under
common control with”), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of such Person, whether through the ownership of voting or other securities, by contract,
or otherwise.
(c)
“Annual Salary Base” shall have the meaning ascribed thereto in Section 5(e) of this Plan.
(d)
“Applicable Laws” means any applicable legal requirements relating to the administration of and the issuance of equity-based
awards under the applicable laws of any country or jurisdiction in connection with the granting, vesting and settlement of Awards under
this Plan, including, without limitation, the requirements of the laws of the PRC, U.S. federal and state securities laws, the Code,
the laws of the Cayman Islands, and the requirements of any stock exchange or quotation system upon which the Shares may be listed or
quoted and the applicable laws of any country or jurisdiction where Awards are granted under the Plan. For all purposes of this Plan,
references to statutes and regulations shall be deemed to include any successor statutes or regulations, where necessary as determined
by the Administrator.
(e)
“Award” means, individually or collectively, a grant under this Plan of Restricted Shares and/or Local Awards.
(f)
“Award Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to each
Award granted under this Plan. The Award Agreement is subject to the terms and conditions of this Plan.
(g)
“Board” means the Board of Directors of the Company.
(h)
“Cause” with respect to a Participant means (unless otherwise expressly provided in the applicable Award Agreement,
or another applicable contract with the Participant that defines such term for purposes of determining the effect that a “for cause”
termination has on the Participant’s Awards) a termination of employment or service (or removal of an External Participant from
participating in the Plan and receiving an Award pursuant to the Plan) based upon a finding by the Company or any member of the Group,
acting in good faith and based on its reasonable belief at the time, that the Participant:
(i)
has been negligent in the discharge of his or her duties to the Company or any member of the Group, has refused to perform stated or
assigned duties or is incompetent in or (other than by reason of a disability or analogous condition) incapable of performing those duties;
(ii)
has been dishonest or committed or engaged in an act of theft, embezzlement or fraud, a breach of confidentiality, an unauthorized disclosure
or use of inside information, customer lists, trade secrets or other confidential information;
(iii)
has breached a fiduciary duty, or willfully and materially violated any other duty, law, rule, regulation or policy of the Company or
any member of the Group; or has been convicted of, or plead guilty or nolo contendere to, a felony or misdemeanor (other than minor traffic
violations or similar offenses);
(iv)
has materially breached any of the provisions of any agreement with the Company or any member of the Group;
(v)
has engaged in unfair competition with, or otherwise acted intentionally in a manner injurious to the reputation, business or assets
of, the Company or any member of the Group; or
(vi)
has improperly induced a vendor or customer to break or terminate any contract with the Company or any member of the Group or induced
a principal for whom the Company or any member of the Group acts as agent to terminate such agency relationship.
A
termination for Cause shall be deemed to occur (subject to reinstatement upon a contrary final determination by the Board) on the date
on which the Company first delivers written notice to the Participant of a finding of termination for Cause.
(i)
“Change in Control” means the occurrence of any of the following events:
(i)
Any person (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange Act) is or becomes the beneficial owner, directly or
indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding
securities; or
(ii)
The individuals who, as of the date of grant, constituted the Company’s Board of Directors (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the Board; provided, however, that any individual (other than
any individual whose initial assumption of office is in connection with an actual or threatened election contest (as such term is used
in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act)) becoming a Director subsequent to the date of grant of an award,
whose election, or nomination for election by the stockholders of the Company, was approved by a vote of at least a majority of the Directors
then comprising the Incumbent Board, shall be considered as though such individual was a member of the Incumbent Board; or
(iii)
The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; or
(iv)
The consummation of a merger, amalgamation or consolidation of the Company with any other corporation or business entity, other than
a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing
to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at
least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its
parent outstanding immediately after such merger or consolidation.
Anything
in the foregoing to the contrary notwithstanding, a transaction shall not constitute a Change in Control if its sole purpose is to change
the legal jurisdiction of the Company’s incorporation or to create a holding company that will be owned in substantially the same
proportions by the Persons who held the Company’s Securities immediately before such transaction. In addition, a sale by the Company
of its Securities in a transaction, the primary purpose of which is to raise capital for the Company’s operations and business
activities, shall not constitute a Change in Control.
(j)
“Code” means the U.S. Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder. Any reference
to a section of the Code herein will be a reference to any successor or amended section of the Code.
(k)
“Company” has the meaning set forth in Section 1.
(l)
“Key Employee” means any Officer, or other Employee that is identified by the Administrator employed by the Company
or any member of the Group.
(m)
“Director” means a member of the Board.
(n)
“Disability” means, unless determined otherwise by the Administrator, a disability that entitles the Participant to
benefits under the Company’s long-term disability plan, if any, and in the absence of such a plan, the Participant being unable
to engage in any substantial gainful activity by reason of a medically determinable physical or mental impairment that can be expected
to result in death or can be expected to last for a continuous period of not less than twelve (12) months.
(o)
“Employee” means any person employed by the Company or any member of the Group (excluding any Excluded Employee).
Neither service as a Non-Employee Director nor payment of a Director’s fee by the Company or any member of the Group will be sufficient
to constitute “employment” by the Company.
(p)
“Eligible Person” means any: (i) Employee as defined under this Plan and determined by the Administrator; provided,
that no such employee covered by a collective bargaining agreement shall be an Eligible Person unless and to the extent that such eligibility
is set forth in such collective bargaining agreement or in an agreement or instrument relating thereto; or (ii) director or officer of
any member of the Group.
(q)
“Excluded Employee” means (i) at the time of 28 August 2024, any employee that has a service period of less than 6
months from the expiry date of his or her probation period as stated in the employment contract with the Company or any member of the
Group; (ii) any employee that has a breach of employment contract, or an act that has caused harms or losses to the Company or any member
of the Group; (iii) any employee who is resident in a place where award of the Shares and/or the vesting and transfer of the awarded
Shares pursuant to the terms of the Plan is not permitted under the laws and regulations of such place or where in the view of the Administrator,
compliance with applicable laws in such place makes it necessary or expedient to exclude such employee; or (iv) any employee specifically
identified and excluded by the Administrator at its sole discretion. The Administrator has the power to amend the scope of Excluded Employee
from time to time during the term of this Plan.
(r)
“External Participant” means any external Person identified by the Administrator as having made significant contribution
to the business development of the Company or any member of the Group, and therefore recognized in writing by the Administrator to participate
in the Plan and to receive an Award pursuant to the Plan.
(s)
“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder.
(t)
“Fair Market Value” means, as of any date, the value of the Shares determined as follows:
(i)
If the Shares are listed on any established stock exchange or a national market system, the Fair Market Value (on a per Share basis)
will be the closing sales price for such Shares (or the closing bid, if no sales were reported) as quoted on such exchange or system
on the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;
(ii)
If the Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value (on a
per Share basis) will be the mean between the high bid and low asked prices for the Shares on the day of determination (or, if no bids
and asks were reported on that date, as applicable, on the last trading date such bids and asks were reported), as reported in The Wall
Street Journal or such other source as the Administrator deems reliable; or
(iii)
In the absence of an established market for the Shares, the Fair Market Value will be determined in good faith by the Administrator in
accordance with Applicable Laws.
(u)
“Grant Date” means the date on which the Administrator makes the determination of granting such Award, or such other
later date as is determined by the Administrator to a Participant. Notice of the determination will be provided to each Participant within
a reasonable time after the Grant Date.
(v)
“Group” has the meaning set forth in Section 1.
(w)
“Listing Date” means the first date upon which any security of the Company is listed (or approved for listing) upon
notice of issuance on the securities exchange in the United States.
(x)
“Local Award” shall have the meaning ascribed thereto in Section 6 of this Plan.
(y)
“Non-Employee Director” means a member of the Board who is not an Officer or Employee.
(z)
“Officer” means a person who is an officer of the Company, as determined by the Board.
(aa)
“Participant” includes any Eligible Person who has been selected by the Administrator to participate in the Plan and
to receive an Award pursuant to the Plan, and any External Participant.
(bb)
“Person” means any individual, partnership, firm, corporation, association, trust, unincorporated organization or
other entity, as well as any syndicate or group that would be deemed to be a person under Section 13(d)(3) of the Exchange Act.
(cc)
“Plan” means this 2024 Equity Incentive Plan, as it may be amended from time to time.
(dd)
“Plan Limit” shall have the meaning ascribed thereto in Section 3(a) of this Plan.
(ee)
“PRC” means the People’s Republic of China, which, for the purposes of this Plan, shall exclude the Hong Kong
Special Administrative Region, the Macau Special Administrative Region and Taiwan.
(ff)
“PRC Requirements” shall have the meaning ascribed thereto in Section 11 of this Plan.
(gg)
“PRC Plan Agent” means Autozi Internet Technology Co., Ltd., a limited liability company owned by the Company and
registered in the PRC, or any other Subsidiary of the Company as determined by the Administrator.
(hh)
“PRC Plan Registration” means any and all regulatory approvals, registrations, filings and other formalities required
under the Applicable Laws in connection with a PRC citizen or resident’s participation in an employee equity incentive plan of
a company incorporated outside of China, including without limitation, the registration of such employee incentive plan and its participants
with the State Administration of Foreign Exchange or its competent local branch.
(ii)
“Restricted Shares” means Shares issued and allotted pursuant to a Restricted Share award under Section 5 of this
Plan.
(jj)
“Securities” means any equity interest in, or shares of any class in the share capital (equity, preferred or otherwise)
of, the Company and any convertible securities, options, warrants and any other type of equity or equity-linked securities convertible,
exercisable or exchangeable for any such equity interest or shares of any class in the share capital of the Company.
(kk)
“Share” means the Class A ordinary shares of US$0.000001 par value in the share capital of the Company, as adjusted
in accordance with Section 9 of this Plan.
(ll)
“Shareholder” means a person whose name is entered in the Register of Members of the Company as the holder of one
or more shares in the capital of the Company.
(mm)
“Subsidiary” means any corporation, partnership, limited liability company, or other organization, whether incorporated
or unincorporated, which is controlled by the Company.
(nn)
“Successor Plan” means in the event of a Change in Control where Awards are assumed or replaced by substituted awards,
the successor plan applicable to assumed Awards and/or new substituted awards.
3.
Shares Subject to this Plan.
(a)
Shares Subject to this Plan. Subject to the provisions of Section 9 of this Plan, the maximum aggregate number of Shares that
may be issued for all purposes under the Plan shall be 7 million (the “Plan Limit”). Shares to be issued under the
Plan may be authorized and unissued Shares, issued Shares that have been reacquired by the Company (or acquired by the agent designated
by the Company) and that are being held in treasury, or a combination thereof. The Company retains the right to designate a qualified
agent to purchase and hold the Shares for the benefits of the Participants and deal with relevant registrations as instructed by the
Company including but not limited to registration of Participant’s title to the vested Shares.
(b)
Rules Applicable to Determining Shares Available for Issuance. The number of Shares remaining available for issuance will be reduced
by the number of Shares subject to outstanding Awards. For purposes of determining the number of Shares that remain available for issuance
under the Plan, the number of Shares that are tendered by a Participant or withheld by the Company to satisfy the Participant’s
tax withholding obligations in connection with an Award, shall not be added back to the Plan Limit. However, for purposes of determining
the number of Shares that remain available for issuance under the Plan, if and to the extent an Award of Restricted Shares is cancelled
or forfeited for any reason, the Shares subject to that Award shall be added back to the Plan Limit and again be available for the grant
of Awards. In contrast, and for the avoidance of doubt, the Shares underlying any Local Awards settled in cash shall not be counted against
the Plan Limit.
(c)
Share Reserve. The Company, during the term of this Plan, will at all times keep available such number of unissued Shares available
for issue as will be sufficient to satisfy the requirements of this Plan.
4.
Administration of the Plan.
(a)
Administration. The Plan will be administered by the Administrator.
(b)
Delegation of Authority. Except to the extent prohibited by Applicable Law, the Administrator may, from time to time, delegate
limited authority over the day-to-day administration of the Plan to the specified Officers as it deems necessary, appropriate or advisable
under such conditions or limitations as it may set at the time of such delegation or thereafter. Such delegation may be revoked at any
time.
(c)
Powers of the Administrator. Subject to the provisions of this Plan, the Administrator will have the authority:
(i)
to determine the Fair Market Value;
(ii)
to determine eligibility for Plan Participants and select the Eligible Persons to whom Awards may be granted hereunder, including determination
of External Participants;
(iii)
to determine the type and number of Shares to be covered by each Award granted hereunder;
(iv)
to approve forms of Award Agreements for use under this Plan;
(v)
to determine the terms and conditions of any Award granted hereunder. Such terms and conditions include, but are not limited to, the
vesting schedule, any vesting acceleration or waiver of forfeiture restrictions, cancellation or repurchase restrictions, and any restriction
or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator will determine;
(vi)
to construe and interpret the terms of this Plan and Awards granted pursuant to this Plan;
(vii)
to prescribe, amend and rescind rules and regulations relating to this Plan, including rules and regulations relating to sub-plans and/or
Local Awards established for the purpose of satisfying Applicable Laws, including, without limitation, the Exchange Act, the Securities
Act and PRC Requirements, and/or qualifying for preferred tax treatment under Applicable Laws, including, without limitation, the Code;
(viii)
to modify or amend each Award (subject to Section 15 of this Plan), including but not limited to accelerate the satisfaction of any vesting
or exercisability criteria or waiver of forfeiture, cancellation or repurchase restrictions;
(ix)
to restrict the sale of Shares obtained through this Plan by specific Affiliates and non-affiliates by establishing a lock-up period
or selling window in accordance with the relevant provisions of the U.S. Securities Act (specifically Rule 144 under the U.S. Securities
Act).
(x)
to allow Participants to satisfy withholding tax obligations in such manner as prescribed in Section 12 of this Plan;
(xi)
to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted
by the Administrator;
(xii)
to allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that would otherwise be due to such Participant
under an Award;
(xiii)
to determine whether Awards will be settled in Shares, cash or in any combination thereof;
(xiv)
to determine whether Awards will be adjusted for dividend equivalents;
(xv)
to establish a program whereby Eligible Persons designated by the Administrator can reduce compensation otherwise payable in cash in
exchange for Awards under the Plan;
(xvi)
to impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant
or other subsequent transfers by the Participant of any Shares issued as a result of or under an Award, including without limitation,
(A) restrictions under an insider trading policy and (B) restrictions as to the use of a specified brokerage firm for such resales or
other transfers; and
(xvii)
to make all other determinations deemed necessary or advisable for administering this Plan.
(d)
Plan Construction and Interpretation. The Administrator shall have full power and authority, subject to the express provisions
hereof, to construe and interpret the Plan. The Administrator’s decisions, determinations and interpretations in carrying out and
administering the Plan and in construing and interpreting the Plan shall be made in the Administrator’s sole discretion and shall
be final, binding and conclusive for all purposes and upon all persons interested herein.
(e)
Liability of Administrator. Subject to Applicable Laws: (i) no member of the Administrator (or its delegates) shall be liable
for any good faith action or determination made in connection with the operation, administration or interpretation of the Plan and (ii)
the members of the Administrator (and its delegates) shall be entitled to indemnification and reimbursement in the manner provided in
the Company’s governing documents, as they may be amended from time to time. In the performance of its responsibilities with respect
to the Plan, the Administrator shall be entitled to rely upon information and/or advice furnished by the Company’s Officers or
Employees, the accountants of the Company or the Administrator, the counsel of the Company or the Administrator and any other party the
Administrator deems necessary, and no member of the Administrator shall be liable for any action taken or not taken in reliance upon
any such information and/or advice.
5.
Restricted Shares.
(a)
Issue and Allotment of Restricted Shares. Subject to the terms and provisions of the Plan, the Administrator, at any time and
from time to time, may issue and allot Restricted Shares to Participants in such amounts as the Administrator will determine. Notwithstanding
anything herein to the contrary, the Administrator may place restrictions on the issuance and allotment of Restricted Shares and until
the PRC Plan Registration is complete or as otherwise required in accordance with Applicable Laws.
(b)
Number of Restricted Shares. The number of Restricted Shares to be issued and allotted to each Participant (exclusive of External
Participant) will be subject to his or her current monthly salary standard as of 28 August 2024, service period and internal assessment
by the Company. As a general principle, Participant (exclusive of External Participant) with service period of above 6 months but less
than 1 year, above 1 year but less than 2 years, above 2 years but less than 3 years, above 3 years from the starting date of his or
her employment as stated in the employment contract with the Company or any member of the Group as of 28 August 2024 (including the probationary
period on the employment contact) may be entitled to an incentive amount (the “Incentive Amount”) equal to
his or her current salary of 6 months, 12 months, 24 months and 36 months respectively as illustrated in the below table:
Service
Period
(as
of 28 August 2024) |
|
Incentive
Amount |
| above
6 months but less than 1 year (including 6 months) |
|
6-month
current salary |
| |
|
|
above
1 year but less than 2 years
(including
1 year) |
|
12-month
current salary |
| |
|
|
above
2 years but less than 3 years
(including
2 years) |
|
24-month
currents alary |
| |
|
|
| 3
years and above |
|
36-month
current salary |
The
Administrator has the sole discretion to modify the Incentive Amount by adding or deducting certain amount with reference to the Participant’s
performance, and the chairman of the Board retains veto power on the final Incentive Amount (the “Final Incentive Amount”).
The number of Restricted Shares to be issued and allotted to a Participant will be the corresponding Final Incentive Amount divided by
the Initial Public Offering (the “IPO”) offering price of the Shares. Notwithstanding the above provisions,
no fractional Shares will be created pursuant to this Section 5(b). Any fraction of a Share will be rounded down to the nearest whole
Share.
(c)
Grant Date. The Administrator has the sole discretion to determine the dates which the Restricted Shares shall be granted and
any conditions that must be satisfied before the Restricted Shares may vest. Unless otherwise stipulated in the Award Agreement, the
Company will grant the Restricted Shares to the Participants on a specific date (the “Grant Date”) within one
month following the Plan is approved by the Board and Shareholders, and once all legal procedures required under the applicable laws
have been fulfilled. The Grant Date will see the one-time grant of the Restricted Shares in its entirety.
(d)
Vesting Conditions. In principle, the Company shall determine the portion of Restricted Shares subject to vesting and the vesting
date for each calendar year following the Grant Date. The Administrator retains the right to adjust the vesting of the Restricted Shares
based on the Fair Market Value at their sole discretion, including the proportion of Restricted Shares that can vest and the vesting
dates. Vesting of Restricted Shares will occur either in full or in installments upon fulfillment of the conditions outlined in the Restricted
Share Award Agreement. The Restricted Share Award Agreement may also provide for the acceleration of the vesting schedule under specific
circumstances.
(e)
Additional Restricted Shares to Key Employees. In addition to the grants and vesting of Restricted Shares to Participants pursuant
to Sections 5(b)and 5(c), the Company will covenant with respect to additional grants and vesting of Restricted Shares to Key Employees
pursuant to Section 5(e).
(i)
Number of Restricted Shares. The number of Restricted Shares to be issued and allotted to each Key Employee will depend on the
aggregate monthly salary for the twelve months preceding the month of the Grant Date (the “Annual Salary Base”)
and the performance criteria. When a Key Employee has been in service for less than 12 months as of the Grant Date, the Annual Salary
Base will be determined by dividing the agreed annual salary by 12 and multiplying by the months of service. The Administrator will confirm
the achievement of the Company’s performance and the achievement of the Key Employee’s individual performance, which will
be combined with the Annual Salary Base to confirm the incentive amount on the Grant Date (the “Key Employee Incentive Amount”).
The
Administrator has the sole discretion to modify the Incentive Amount by adding or deducting certain amount with reference to the Key
Employee’s performance, and the chairman of the Board retains veto power on the final Incentive Amount (the “Final
Incentive Amount”). The number of Restricted Shares to be issued and allotted to a Key Employee will be the corresponding
Final Incentive Amount divided by the average of the closing prices for the seven trading days prior to the Grant Date. Notwithstanding
the above provisions, no fractional Shares will be created pursuant to this Section 5(e)(i).Any fraction of a Share will be rounded down
to the nearest whole Share
(ii)
Grant Date. The Administrator has the sole discretion to determine the dates which the Restricted Shares shall be granted and
any conditions that must be satisfied before the Restricted Shares may vest. Unless otherwise stipulated in the Award Agreement, the
Company will grant 100% of the Restricted Shares determined based on the Final Incentive Amount for each year to the Key Employees for
four consecutive years, respectively, on a specific date within the month of November of the calendar year following the completion of
one year after the IPO (the first anniversary of the IPO date) (the “Grant Date”).
(iii)
Vesting. Restricted Shares granted each year will vest in three annual instalments: The first instalment 1 (30%) will vest in
June of the calendar year following one year of the Grant Date, the second instalment (30%) will vest in June of the calendar year following
two years of the Grant Date, and the third instalment (40%) will vest in June of the calendar year following three years of the Grant
Date. For Key Employees, Restricted Shares granted in different years will vest independently and concurrently, without affecting each
other, in accordance with the vesting principles outlined in Section 5(e)(iii).
(f)
Restricted Shares to External Participant. As to the External Participant, the Administrator will determine the Final Incentive
Amount and the vesting conditions with reference to the Participant’s contribution made to the Group.
(g)
Restricted Share Award Agreement. Each Award of Restricted Shares will be evidenced by an Award Agreement that will specify the
number of Shares issued and allotted, the grant price and such other terms and conditions as the Administrator will determine. The prospective
recipient of an Award of Restricted Shares will not have any rights with respect to such Award, unless and until such recipient has delivered
to the Company an executed Award Agreement and has otherwise complied with the applicable terms and conditions of such Award. The Administrator
shall designate an escrow agent to hold Restricted Shares until the restrictions if any on such Shares have lapsed.
(h)
Certificates. Any share certificate issued in connection with an Award of Restricted Shares will be registered in the name of
the Participant receiving the Award, and will bear the following legend and/or any other legend required by this Plan, any shareholders
agreement among Shareholders of the Company, the Award Agreement or by Applicable Law:
THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED OR REGISTERED UNDER
STATE SECURITIES OR BLUE SKY LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION, AND NEITHER
THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION THEREIN MAY BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED
OR DISPOSED OF EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, APPLICABLE STATE SECURITIES OR BLUE SKY LAWS AND THE
APPLICABLE RULES AND REGULATIONS THEREUNDER. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY
TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST REFUSAL HELD BY THE ISSUER
OR ITS ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED SHARE AWARD AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A
COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE ISSUER. SUCH TRANSFER RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING
ON TRANSFEREES OF THESE SHARES.
Share
certificates evidencing Restricted Shares will be held in custody by the Company or in escrow by an escrow agent until the restrictions
thereon if any have lapsed.
(i)
Termination of Service. Subject to the provisions of the applicable Award Agreement, or as otherwise stipulated below or determined
by the Administrator, in the event of a Participant’s termination of employment or service (or removal of an External Participant
from participating in the Plan and receiving an Award pursuant to the Plan), no matter with or without Cause, or due to the occurrence
of Change in Control, the Restricted Shares that have vested in such Participant will not be forfeited but the unvested and outstanding
Restricted Shares will be cancelled automatically.
Subject
to the provisions of the applicable Award Agreement, restrictions on the resale of Restricted Shares under applicable law or as otherwise
provided below or as otherwise determined by the Administrator, in the event of a Participant’s termination of employment or service,
the Participant shall complete the sale of the Restricted Shares that have vested at the time of the termination of employment or service
within three calendar months following the date of termination of employment or service, failing which the Company shall have the right
to repurchase any Shares that have not yet been sold at a rate of 50% of the Fair Market Value of the Shares as of the date of repurchase.
(i)
Death and Disability. Subject to the provisions of the applicable Award Agreement or as otherwise determined by the Administrator,
if termination of service occurs due to death, or the Participant incurs a Disability, all of the unvested Restricted Shares will vest
as of termination of service or Disability, as applicable. If the Participant is deceased, the Company will make a payment to his or
her estate only after the Company has determined that the payee is the duly appointed executor or administrator of the Participant’s
estate.
Subject
to the provisions of the applicable Award Agreement, restrictions on the resale of Restricted Shares under applicable law or as otherwise
provided below or as otherwise determined by the Administrator, in the event of a Participant’s termination of employment or service
by reason of Death or Disability, the Participant shall complete the sale of the Restricted Shares that have vested at the time of the
termination of employment or service within six calendar months from the date of the termination of employment or service, failing which
the Company shall have the right to repurchase any Shares that have not yet been sold at a rate of 50% of the Fair Market Value of the
Shares as of the date of repurchase.
(ii)
Retirement. If termination of service occurs (other than for Cause) at a time when the Participant has attained statutory retirement
age in accordance with Applicable Laws, all Restricted Shares that have not vested as of the date of the Retirement will vest on the
scheduled dates specified in Section 5.
Subject
to the provisions of the applicable Award Agreement, restrictions on the resale of Restricted Shares under applicable law or as otherwise
provided below or as otherwise determined by the Administrator, in the event of a Participant’s termination of employment or service
by reason of Retirement, the Participant shall complete the sale of the Restricted Shares that have vested at the time of the termination
of employment or service within six calendar months from the date of the termination of employment or service, failing which the Company
shall have the right to repurchase any Shares that have not yet been sold at a rate of 50% of the Fair Market Value of the Shares as
of the date of repurchase.
(j)
Termination of Awards. A Participant shall no longer be eligible to participate in the Plan, no new Restricted Shares shall be
granted to them under the Plan, and the Company shall cancel any Restricted Shares that have been granted but not yet vested in the event
that the Participant is subject to any of the following circumstances:
(i)
They have received disciplinary action from the Company or any member of the Group due to a major liability or safety incident within
the preceding year;
(ii)
They have engaged in any illegal activities or committed serious violations of the Group’s policies and procedures, resulting in
detriment to the Group’s interests;
(iii)
They are involved in any other circumstances that the Board determines disqualify them from being granted Restricted Shares.
(k)
Rights of a Shareholder. In the event that Administrator places any restriction period pursuant to Section 5(a), then during the
restriction period, the Company will be entitled to receive all dividends and other distributions paid with respect to such Shares and
the Participants will not have any voting rights, unless the Administrator provides otherwise and except as required to comply with Applicable
Laws, including the PRC Requirements. Where the restriction period (if any) lapses and the Shares are issued and allotted (as evidenced
by the appropriate entry in the Register of Members of the Company, where appropriate) to the Participant, such Participant has the right
to receive dividends and any other economic rights, together with voting rights as a Shareholder to the Company.
6.
Other Local Awards. In order to comply with Applicable Laws, including any PRC Requirements, the Administrator may cause a local
PRC Subsidiary to grant local cash-settled awards in lieu of any other Award described hereunder, which such local awards shall be paid
through local payroll and wholly funded by the local PRC Subsidiary (a “Local Award”). Each Local Award shall
be linked to the Fair Market Value of a Share of the Company. The terms and conditions of each Local Award shall be set forth in an Award
Agreement in a form approved by the Administrator for such Local Award, which Award Agreement shall contain terms and conditions not
inconsistent with the Plan.
7.
Leaves of Absence/Transfer Between Locations. Unless the Administrator provides otherwise, vesting of Awards granted hereunder
will be suspended during any unpaid leave of absence. A Participant will not cease to be an Employee in the case of (i) any leave of
absence approved by the Company or (ii) transfers between locations of the Company or between the Group, unless determined otherwise
by the Administrator.
8.
Transferability of Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated,
transferred or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the
lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable, such Award will contain such
additional terms and conditions as the Administrator deems appropriate. Shares issued in connection with the vesting of any Restricted
Shares may be subject to such special forfeiture conditions, rights of repurchase or redemption, rights of first refusal, and other transfer
restrictions as the Administrator may determine or as may apply to holders of Shares pursuant to the Company’s articles of incorporation.
9.
Adjustments; Dissolution or Liquidation; Merger or Change in Control.
(a)
Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other Securities or other
property), recapitalization, share division, share consolidation, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of Shares or other Securities, or other change in the corporate structure of the Company affecting the Shares
occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available
under this Plan, will adjust the number and class of shares that may be delivered under this Plan and/or the number, class, and price
of shares covered by each outstanding Award, and the numerical share limits in Section 3 of this Plan.
(b)
Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify
each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously
exercised, an Award will terminate immediately prior to the consummation of such proposed action.
(c)
Change in Control.
(i)
In the event of a Change in Control, each outstanding Award will be treated as the Administrator determines, including, without limitation,
that each Award be assumed or an equivalent replacement award be substituted by the successor corporation or a parent or Subsidiary of
the successor corporation. The Administrator will not be required to treat all Awards similarly in the transaction.
(ii)
In the event that the successor corporation does not assume or substitute for the Award, the Participant will fully vest in and all restrictions
on Restricted Shares and Local Awards will lapse if any.
(iii)
For the purposes of this subsection (c), an Award will be considered assumed if, following the Change in Control, the Award confers the
right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether
stock, shares, cash or other securities or property) received in the Change in Control by holders of Shares for each Share held on the
effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders
of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change in Control
is not solely common stock or ordinary shares of the successor corporation or its parent, the Administrator may, with the consent of
the successor corporation, provide for the consideration to be received upon the payout of a Restricted Share, for each Share subject
to such Award, to be solely common stock or ordinary shares of the successor corporation or its parent equal in fair market value to
the per share consideration received by holders of Shares in the Change in Control.
10.
PRC Registration Events. To the extent required or permitted by Applicable Laws, the Administrator shall use reasonable efforts
to cause the PRC Plan Agent to complete the PRC Plan Registration of this Plan to enable the outstanding Awards to be settled.
11.
PRC Requirements. Notwithstanding anything in this Plan or any applicable Award Agreement to the contrary, including without limitation
Section 15 of the Plan, the issuance, allotment, vesting and settlement of Awards and any transfers of Shares and/or cash in or out of
the PRC shall be subject to the approval of the State Authority for Foreign Exchange or its competent local branch, to the extent that
such approval shall be required or advisable under Applicable Laws. Unless as otherwise agreed by the Participants and the Company, the
Company has the right to instruct the designated agent to transfer the cash in or out of China according to the Applicable Laws. Pursuant
to PRC laws and regulations governing the participation of a PRC citizen or resident in an employee equity incentive plan of a company
incorporated outside of China (the “PRC Requirements”), local governmental authorities may review and examine
the Plan from time to time and request that the Plan be modified, amended or cancelled in accordance with PRC Requirements. If the Plan
is modified, amended or cancelled, the rights of Participants under the Plan or pursuant to any Award Agreement issued hereunder may
be materially and adversely affected. No compensation shall be due to a Participant in respect of any such change in the Participant’s
rights.
12.
Tax.
(a)
Withholding Requirements. Subject to Applicable Laws, including without limitation the PRC Requirements, prior to the delivery
of any Shares or cash pursuant to an Award or such earlier time as any tax withholding obligations are due, the Company will have the
power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal,
state, local, foreign or other taxes (including the Participant’s employment tax obligation) required to be withheld with respect
to such Award (or exercise thereof).
(b)
Withholding Arrangements. Subject to Applicable Laws, including without limitation the PRC Requirements, the Administrator, pursuant
to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole
or in part by (without limitation) (i) paying cash, (ii) electing to have the Company withhold otherwise deliverable cash or Shares having
a Fair Market Value equal to the minimum statutory amount required to be withheld, or (iii) delivering to the Company already-owned Shares
having a Fair Market Value equal to the minimum statutory amount required to be withheld. The Fair Market Value of the Shares to be withheld
or delivered will be determined as of the date that the taxes are required to be withheld.
(c)
Tax Responsibilities. For avoidance of doubts, each Participant independently assumes the responsibility for tax filing and tax
payment according to Applicable Laws in the event that any vested Shares are sold, transferred or disposed by the Participant.
13.
No Effect on Employment or Service. Neither this Plan nor any Award will confer upon a Participant (exclusive of External Participant)
any right with respect to continuing the Participant’s relationship as an Eligible Person with the Company, nor will they interfere
in any way with the Participant’s right or the Company’s right to terminate such relationship at any time, with or without
cause, to the extent permitted by Applicable Laws.
14.
Term of Plan. This Plan will become effective upon its adoption by the Board and approval by the Shareholders. This Plan will
continue in effect for a term of ten (10) years from the date it becomes effective, unless terminated earlier under Section 15 of this
Plan.
15.
Amendment and Termination of this Plan.
(a)
Amendment and Termination. The Board may at any time amend, alter, suspend or terminate this Plan.
(b)
Shareholder Approval. The Company shall obtain Shareholder approval of any Plan amendment to the extent necessary and desirable
to comply with Applicable Laws, stock exchange rules, the Company’s memorandum of associations and articles of association and
any shareholders agreement among Shareholders of the Company.
(c)
Effect of Amendment or Termination. Subject to compliance with Applicable Laws, including without limitation PRC Requirements,
no amendment, alteration, suspension or termination of this Plan will materially impair the rights of any Participant with respect to
an Award outstanding at the time of the amendment, alteration, suspension or termination of the Plan, unless mutually agreed otherwise
between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination
of this Plan will not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards
granted under this Plan prior to the date of such termination.
16.
Conditions Upon Issuance of Shares.
(a)
Legal Compliance. Shares will not be issued and allotted pursuant to the exercise of an Award unless the exercise of such Award
and the issuance and delivery of such Shares will comply with Applicable Laws, including without limitation the PRC Requirements, and
will be further subject to the approval of counsel for the Company with respect to such compliance if deemed necessary by the Administrator.
(b)
Investment Representations. As a condition to the vesting or settlement of an Award, the Company may require the person receiving
rights to transfer or payment upon such vesting or settlement to represent and warrant at the time of any such vesting or settlement
that the Shares are being acquired only for investment and without any present intention to sell or distribute such Shares if, in the
opinion of counsel for the Company, any such representation is required.
17.
Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction or
to complete or comply with the requirements of any registration or other qualification of the Shares under any state, federal or foreign
law or under the rules and regulations of the stock exchange on which Shares of the same class are then listed, or any other governmental
or regulatory body, which authority, registration, qualification or rule compliance is deemed by the Company’s counsel to be necessary
or advisable for the issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to
issue or sell such Shares as to which such requisite authority, registration, qualification or rule compliance will not have been obtained.
18.
Severability. Notwithstanding any contrary provision of the Plan or an Award Agreement to the contrary, if any one or more of
the provisions (or any part thereof) of this Plan or the Award Agreement shall be held invalid, illegal, or unenforceable in any respect,
such provision shall be modified so as to make it valid, legal, and enforceable, and the validity, legality, and enforceability of the
remaining provisions (or any part thereof) of the Plan or Award Agreement, as applicable, shall not in any way be affected or impaired
thereby.
19.
Sections 409A and 457A. Notwithstanding other provisions of the Plan or any Award Agreement, no Award may be granted, deferred,
accelerated, extended, paid out or modified under this Plan in a manner that would result in the imposition of an additional tax under
Section 409A or Section 457A of the Code upon a Participant. In the event that it is reasonably determined by the Board or, if delegated
by the Board to the Administrator, by the Administrator that, as a result of Section 409A of the Code, payments in respect of any Award
under the Plan may not be made at the time contemplated by the terms of the Plan or the relevant Award Agreement, as the case may be,
without causing the Participant holding such Award to be subject to taxation under Section 409A of the Code, including as a result of
the fact that the Participant is a “specified employee” under Section 409A of the Code, the Company will make such payment
on the first day that would not result in the Participant incurring any tax liability under Section 409A of the Code. The Company will
use commercially reasonable efforts to implement the provisions of this Section 19 in good faith; provided that neither the Company,
the Administrator nor any of the Company’s Employees, Directors or representatives will have any liability to Participants with
respect to this Section 19.
Exhibit
23.2
INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT
We
consent to the incorporation by reference in this Registration Statement of Autozi Internet Technology (Global) Ltd. on Form S-8 of our
report dated March 21, 2024 except for Note 17 and Note 23 as to which the date is April 25, 2024, which includes the explanatory paragraphs
as to the restatements of previously issued financial statements for the year ended September 30, 2022 and the Company’s ability
to continue as a going concern, with respect to our audits of the combined and consolidated financial statements of Autozi Internet Technology
(Global) Ltd. as of September 30, 2022 and 2023 and for the years ended September 30, 2022 and 2023 appearing in the Registration Statement
on Form F-1 of Autozi Internet Technology (Global) Ltd. dated August 28, 2024 (File No. 333-281215) filed with the Securities and Exchange
Commission.
/s/ Marcum Asia CPAs LLP
Marcum
Asia CPAs LLP
Beijing, China
November
19, 2024
BEIJING
OFFICE • Units 06-09 • 46th Floor • China World Tower B • No. 1 Jian Guo Men Wai Avenue • Chaoyang District
• Beijing • 100004
Phone 8610.8518.7992 • Fax 8610.8518.7993 • www.marcumasia.com
Exhibit
107
Calculation
of Filing Fee Tables
Form
S-8
(Form
Type)
Autozi
Internet Technology (Global) Ltd.
(Exact
Name of Registrant as Specified in its Charter)
Table
1: Newly Registered and Carry Forward Securities
| | |
Security
Type | |
Security
Class Title | |
Fee
Calculation or Carry Forward Rule | |
Amount
Registered(1) | | |
Proposed
Maximum Offering Price Per Unit | | |
Maximum
Aggregate Offering Price(1)(2) | | |
Fee
Rate | | |
Amount
of Registration Fee | |
| Newly Registered
Securities | | |
Fees to Be
Paid | |
Equity | |
Class A ordinary shares, par
value $0.000001 per share | |
Rule 457(c) and Rule 457(h) | |
| 7,000,000 | | |
$ | 1.995 | | |
$ | 13,965,000 | | |
$ | 0.0001531 | | |
$ | 2,138.0415 | |
| | |
Total Offering
Amounts | | |
| | | |
$ | 13,965,000 | | |
| | | |
$ | 2,138.0415 | |
| | |
Total Fees
Previously Paid | | |
| | | |
| | | |
| | | |
| - | |
| | |
Total Fee
Offsets | | |
| | | |
| | | |
| | | |
| - | |
| | |
Net Fee Due | | |
| | | |
| | | |
| | | |
$ | 2,138.0415 | |
| |
(1) |
Represents
Class A ordinary shares to be issued upon exercise of awards to be granted under the Plan. |
| |
(2) |
Estimated
solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (h) under the Securities Act
of 1933, as amended, based on the average of the high ($2.39) and low ($1.60) prices for the Registrant’s ordinary
shares on the Nasdaq Global Market on November 18, 2024. |
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