SecProbe.io

United States securities and exchange commission logo
April 3, 2023
Houqi Zhang
Chief Executive Officer
Autozi Internet Technology (Global) Ltd.
Block A, Building No. 16
Yonyou Software Park, No. 68 Beiqing Road
Haidian District, Beijing, China
Re:Autozi Internet Technology (Global) Ltd.
Amendment No.1 to Draft Registration Statement on Form F-1
Submitted March 17, 2023
CIK No. 0001959726
Dear Houqi Zhang:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-1
Cover page
1.We note your response to comment 3. Please revise to also discuss cash transfer
limitations applicable to Hong Kong, given your Hong Kong subsidiary. Please make
consistent revisions in your prospectus summary and throughout the prospectus.
2.We note your response to comment 5. Please revise to state the source of the cash
management policies you describe, for example whether they are contractual in nature,
pursuant to regulations, internal written policies established by the board, etc.
3.We note your disclosure here and throughout the prospectus that your auditor is subject to

 FirstName LastNameHouqi  Zhang
 Comapany NameAutozi Internet Technology (Global) Ltd.
 April 3, 2023 Page 2
 FirstName LastName
Houqi  Zhang
Autozi Internet Technology (Global) Ltd.
April 3, 2023
Page 2
inspection "at least every three years."  Please tell us why that is the case given the
amendments made to the HFCAA, or revise to reflect that your auditor is subject to
inspection at last every two years.
Prospectus Summary, page 1
4.We note your response to comment 12 and reissue. Please revise your summary section to
disclose each permission or approval that you and your subsidiaries are required to obtain
from Chinese authorities to operate your business and to offer the securities being
registered to foreign investors. State whether you or your subsidiaries are covered by
permissions requirements from CSRC, CAC or other governmental agencies and the basis
for your conclusions. If you did not use counsel in making such determinations, please
state why.  State affirmatively whether you have received all requisite permissions or
approvals and whether any permissions or approvals have been denied. Please also
describe the consequences to you and your investors if you or your subsidiaries: (i) do not
receive or maintain such permissions or approvals, (ii) inadvertently conclude that such
permissions or approvals are not required, or (iii) applicable laws, regulations, or
interpretations change and you are required to obtain such permissions or approvals in the
future. Please also revise to make conforming changes in your risk factor disclosure, as
applicable.
Recent Regulatory Developments
CSRC Filing Requirements for Overseas Listing, page 4
5.We note your response to comment 8. Please revise your disclosure here and throughout
the prospectus where you discuss the Trial Measures to state whether you believe you are
required to comply with the Trial Measures and the basis for this determination. If you did
not use counsel to make this determination, please state why. Additionally, expand your
disclosure to discuss the risks to investors if there is a chance that the company lists before
receiving CSRC approval, and whether your offering is contingent upon receipt of
approval from the CSRC.
Conventions that Apply to this Prospectus, page 11
6.We note your response to comment 4. Please revise to clarify your definitions of "PRC
subsidiaries" and "operating subsidiaries" by disclosing under which category each of
your subsidiaries fit. In this regard, we note your disclosure on the cover page that you
conduct your business through Autozi Internet Technology Co., Ltd., an indirect
substantially owned subsidiary of the Company, and 12 first-level operating subsidiaries
owned by Autozi Internet Technology Co., Ltd, and that all of these 13 operating
subsidiaries are established under the laws of the PRC. Please also include definitions of
"the Group," "our Company" and "Hong Kong subsidiaries."

 FirstName LastNameHouqi  Zhang
 Comapany NameAutozi Internet Technology (Global) Ltd.
 April 3, 2023 Page 3
 FirstName LastName
Houqi  Zhang
Autozi Internet Technology (Global) Ltd.
April 3, 2023
Page 3
Failure to obtain, renew, or retain licenses, permits or approvals may affect our ability to conduct
or expand our business..., page 32
7.Please revise this risk factor to clarify whether you believe you are required to obtain each
permission and approval discussed, and to state the basis upon which you made
such determination for each permission and approval discussed. Revise to clarify the
meaning of the following sentence: "In addition to complying with applicable laws and
regulations, including requirements of the CAC and any other Chinese authorities, which
remains uncertain as to whether we are required to obtain any such consent." We note
your statement that "other than those requisite for a domestic company in China to engage
in the businesses similar to ours and as disclosed in this prospectus, [you] are not required
to obtain any additional permission from Chinese governmental authorities...to approve
[y]our current business operations in China"; please revise to clarify which permissions
and approvals are requisite for you to operate your business in China.  Also expand this or
another risk factor, as appropriate, to disclose each permission and approval you are
required to obtain to offer your securities to foreign investors, and to state whether you
have obtained all such required permissions/approvals.
Risk Factor
The approval of and the filing with the CSRC or other Chinese government authorities may be
required, page 55
8.Please revise to state the basis for your determinations regarding whether or not you
are required to obtain each of the permissions and approvals discussed in this risk factor.
Revise to explain why the 2021 Negative List, which has been in effect for over a year, is
"relatively new" and you are, therefore, unable to ascertain whether you "will be subject to
these new requirements."
We are subject to a variety of laws and regulations regarding cybersecurity and data protection...,
page 57
9.We note your response to comment 14.  Please revise your disclosure on page 57 to clarify
whether you relied on the opinion of counsel for your reasoning about why you believe
that neither you nor any of our PRC subsidiaries are subject to the cybersecurity review by
the CAC under the 2022 Cybersecurity Review Measures with respect to the offering of
your securities or the business operations of your PRC subsidiaries. If you did not, please
state why and the basis for your determination. Here and elsewhere where you state that
you are "applying for cybersecurity review," please provide further disclosure regarding
why you are doing so when you do not believe you are required to and how this
application process may affect your ability to conduct/complete this offering and the
timing thereof.

 FirstName LastNameHouqi  Zhang
 Comapany NameAutozi Internet Technology (Global) Ltd.
 April 3, 2023 Page 4
 FirstName LastName
Houqi  Zhang
Autozi Internet Technology (Global) Ltd.
April 3, 2023
Page 4
Management Discussion and Analysis and Results of Operations
Going Concern, page 102
10.We note your response to comment 22. Please revise to outline the material terms of the
agreements related to financing from third-party investors, related parties and bank
borrowings.  Discuss the duration of the agreement including the status of your
negotiations to extend bank loans, convertible bonds and corresponding interests payable
as discussed on page 104, repayment arrangements and other material
requirements.  Please also file the agreements as exhibits to the registration statement. See
Item 601(b)(10) of Regulation S-K. Alternatively, please tell us why you are not required
to do so.
Financial Statements, page F-1
11.Refer to your response to comment 29.  Although retroactive application of the
Reorganization is appropriate as you state, the Reorganization is a combined group of
commonly controlled entities for which presentation of combined financial statements is
appropriate pursuant to the definition of "combined financial statements" in ASC 810-10-
20 and guidance in ASC 810-10-45-10 and 55-1B.  Please revise your presentation
accordingly and obtain and file an audit report that references the financial statements as
“combined.”
Notes to Consolidated Financial Statements
Note 1. Organization and principal activities
(a) Principal activities, page F-7
12.We note in your response to comment 33 you will vigorously develop new energy vehicle
sales pattern in the future.  Though revenues from new energy vehicle sales only account
for a small amount at this time, please disclose your accounting policy for new energy
vehicle sales and related cost of revenue given your expected increased focus on these
sales.  Your disclosure should include all details necessary for an investor to fully and
clearly understand how revenues from and associated costs of sales of new energy
vehicles are determined and accounted for.
13.Refer to your response to comment 33 regarding MBS stores.  Please:
1.Clarify in your disclosure if your parts and accessories on site at the stores are sold
to the stores solely for their use in performing insurance related services for you or if
you additionally sell parts and accessories to the stores for use in conducting their
own services including walk in sales.
2.Clarify for us the reason for only an immaterial quantity of on-site products
mentioned in (2), how such amount is sufficient for stores to fully and timely
perform services, and who determines the amount of inventory to be located in
stores and how the amount is determined.
3.Clarify for us what “in bulk” means in (3) regarding the Group generating revenue

 FirstName LastNameHouqi  Zhang
 Comapany NameAutozi Internet Technology (Global) Ltd.
 April 3, 2023 Page 5
 FirstName LastNameHouqi  Zhang
Autozi Internet Technology (Global) Ltd.
April 3, 2023
Page 5
from providing services to insurance companies.
4.When you pay stores for the service cost of insurance services the stores perform,
clarify in your disclosure if the cost includes the value of parts and accessories you
sold to the stores for their use in performing the services and is factored by you into
the amount you bill insurance companies.
14.On page 136 in regard to material terms in your MBS store agreements you mention you
are obligated to pay service fees to the stores for the conclusion of automotive sales
transactions.  Please tell us where your accounting treatment of this is addressed in the
notes to the financial statements.  You also mention you usually charge a one-off initial
fee to stores on an annual basis.  Please explain to us and disclose what this represents and
how this is addressed in your revenue recognition policy.
(l) Revenue recognition
New car sales, page F-13
15.Please address the following as they pertain to your parallel import car transactions and
revise your disclosures to incorporate your responses as appropriate.
1.In the response to comment 35 you state you first receive “potential” orders from
downstream customers.  Explain why the orders are considered as potential.  Explain
what your obligation is regarding potential orders.  If orders are tentative, explain
how and when they become firm.  If orders/sales contracts are cancellable by either
party, explain when this can occur and under what circumstances, and the
consequences to each of you and customers (e.g., deposits are refundable, penalties,
fees).
2.Explain whether customer orders specify the desired vehicle.  If not, explain what
orders represent and when specification of vehicles is made and how.
3.The point in time a contract is established with customers and what evidences that a
contract has been established.  In this regard, you state in the response to comment
35 you enter into the contract and sell vehicle to end customers when vehicles are
available at port warehouse.  If this is true, explain why this is the case, and why a
contract is not established when the specific vehicle is identified and agreed to by
the customer.
4.The point in time when customers know the price of vehicles, and what evidences
this and customers’ acceptance of the price.  Explain how the complete and full sale
price is established.  Explain how and when the amount of the full deposit for the
purchase price is determined and collected from customers.
5.Which party specifies customizations of vehicles, when and where do
customizations occur, and who performs the customizations.  At what point is
vehicle pricing adjusted for customizations, when are customers notified of the
adjusted price and when do customers accept the final adjusted price and how is this
evidenced.
6.Explain whether the full deposit for the purchase price you collect from customers
includes adjustments to the vehicle sale price for customizations.  If so, state when

 FirstName LastNameHouqi  Zhang
 Comapany NameAutozi Internet Technology (Global) Ltd.
 April 3, 2023 Page 6
 FirstName LastNameHouqi  Zhang
Autozi Internet Technology (Global) Ltd.
April 3, 2023
Page 6
this occurs.
7.In 6(1) of the response to comment 35 you state aspects of what you believe denotes
you obtain control and legal title of vehicles.  Explain the point in time you obtain
title/ownership.  Explain to us whether it is your name or the customer’s name that is
on each of the documents mentioned.  If it is your name, explain when the
documents become in the name of customers.  Explain the point in time
ownership/title transfers to customers and what evidences this.
8.Explain how you are able to direct the use of vehicles as stated in the response to
comment 35(6) when you are fulfilling specific orders for specific customers from
whom you have collected full deposits for the purchase price of the vehicles.
9.Explain the circumstances if vehicles do not pass customs and consequences to each
of you, customers and suppliers.
10.In the response to comment 35(6), you state you do not have unconditional right to
return vehicles to the upstream importer.  Explain who the “upstream importer” is.
State whether there are any cancellation/return provisions with the upstream
importer and/or suppliers and the consequences to each party when there is a
cancellation or return.
16.In regard to your parallel import car transactions, you state in the response to comment 35
that you bear the risk of loss due to physical damage, decline in value or obsolescence.
Please address how you have the risk of loss concerning the following:
1.A decline in value, obsolescence or other risk of loss when you are fulfilling specific
orders of specific customers and you collect full deposits for the purchase price from
the customers from which to pay the cost of the vehicles to suppliers. Since you
obtain vehicles to satisfy specific orders for them, it appears you do not possess the
vehicles any longer than necessary to perform the required steps to complete the sale
and transfer of the vehicles.
2.Physical damage when you state in the response to comment 37 that the end