中驰车福美股招股说明书(2024-08-28版)

2,500,000 Class A Ordinary Shares This is an initial public offering of 2,500,000 Class A ordinary shares, par value US$0.000001 per share, byAutozi Internet Technology (Global) Ltd. We are offering 2,500,000 Class A ordinary shares, representingapproximately 3.6% of the total issued and outstanding Class A ordinary shares following completion ofthe Offering. The two existing shareholders of the Company, Ruida Development Co., Ltd. and NewlightManagement Limited (the “Selling Shareholders”), are also offering an additional 2,500,000 Class AOrdinary Shares pursuant to the Resale Prospectus, representing approximately 3.6% of the total issued andoutstanding Class A ordinary shares following the completion of this offering. We will not receive any ofthe proceeds from the sale of our Class A ordinary shares by the Selling Shareholders. Prior to the offering, there is only one class of ordinary shares issued and outstanding. Upon the completionof this offering, we will have a dual-class structure and our issued share capital will consist of Class Aordinary shares and Class B ordinary shares. Prior to this offering, there has been no public market for ourordinary shares. Our Class A ordinary shares have been approved for listing on the Nasdaq Global Marketunder the symbol “AZI.” Upon the completion of this offering, our issued and outstanding share capital will consist of 70,386,100Class A ordinary shares and 34,595,100 Class B ordinary shares, assuming the underwriter does notexercise the option to purchase additional Class A ordinary shares. Holders of Class A ordinary shares andClass B ordinary shares have the same rights except for voting and conversion rights. Each Class Aordinary share will be entitled to one (1) vote on all matters subject to a vote at general meetings of ourCompany, and each Class B ordinary share shall be entitled to twenty (20) votes on all matters subject to avote at general meetings of our Company. Each Class B ordinary share shall be convertible into one(1) Class A ordinary share at any time at the option of the holder thereof. Class A ordinary shares shall notbe convertible into Class B ordinary shares under any circumstances. For more detailed description of risksrelated to the dual-class structure, please see “Risk Factors—Risks Relating to Our Class A OrdinaryShares and This Offering—The dual-class structure of our ordinary shares has the effect of concentratingvoting power with our existing shareholders prior to the consummation of this offering, which will limityour ability to influence the outcome of important transactions, including a change in control.” Additionally, upon the completion of this offering, we will be a “controlled company” as defined undercorporate governance rules of Nasdaq Stock Market, because our founder and chief executive officer,Dr. Houqi Zhang, will beneficially own all of our then-issued and outstanding Class B ordinary shares andwill be able to exercise approximately 90.8% of the total voting power of our issued and outstandingClass B ordinary shares immediately after the consummation of this offering, assuming that the underwriterdoes not exercise the option to purchase additional Class A ordinary shares and that the SellingShareholders will sell all of the Class A ordinary shares they offered for sale (2,500,000 Class A ordinaryshares) pursuant to the Resale Prospectus. Dr. Houqi Zhang will have the ability to control or significantlyinfluence the outcome of most (or all, as applicable) matters requiring approval by shareholders after theoffering. We do not currently plan to utilize the exemptions from certain corporate governance rules available for controlled companies after we complete this offering. For further information, see “PrincipalShareholders.” For more detailed description of risks related to being a “controlled company,” see “RiskFactors—Risks Relating to Our Business and Industry—We will be a ‘controlled company’ within themeaning of the Nasdaq Stock Market Rules and, as a result, may rely on exemptions from certain corporategovernance requirements that provide protection to shareholders of other companies.” We are an “emerging growth company” and a “foreign private issuer” under applicable U.S. federalsecurities laws, and, as such are eligible for certain reduced public company reporting requirements for thisprospectus and future filings. See the section titled “Prospectus Summary—Implications of Being anEmerging Growth Company” and “Prospectus Summary—Implications of Being a Foreign Private Issuer”for additional information. Table of Contents We are not a Chinese operating company but a Cayman Islands holding company with operationsconducted by our subsidiaries based in China. Investors in our securities are purchasing equity interest inAutozi Internet Technology (Global) Ltd., a holding company incorporated in the Cayman Islands withbusiness operations in China and therefore, investors may never hold equity interests in ou