As filed with the Securities and Exchange Commission on January 23,
2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
______________________
ZW DATA ACTION TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
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Nevada
(State or other jurisdiction of incorporation or
organization) |
20-4672080
(I.R.S. Employer Identification No.) |
Room 1811, Xinghuo Keji Plaza, No. 2 Fufeng Road,
Fengtai District, Beijing, PRC 100070
(Address of Principal Executive Offices) (Zip Code)
______________________
ZW Data Action Technologies Inc. 2023 Omnibus Equity Incentive Plan
(Full title of the plan)
______________________
Cogency Global Inc.
10 E. 40th Street, 10th Floor
New York, NY 10016
Tel: (800) 221 0102
Fax: (800) 944 6607
(Name, address and telephone number, including area code, of agent for
service)
Copies to:
Lawrence S. Venick, Esq.
Loeb & Loeb LLP Beijing Representative Office
Suite 4301, Tower C, Beijing Yintai Center
2 Jianguomenwai Dajie, Chaoyang District
Beijing, People’s Republic of China
Phone: (86) 10 5954 3688
Facsimile: (86) 10 5954 3501
______________________
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 the definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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| Large accelerated filer |
☐ |
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Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
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Smaller reporting company |
☒ |
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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. ☐
______________________
EXPLANATORY NOTE
This Registration Statement
is being filed by the Registrant to register 1,500,000 shares reserved and available for issuance pursuant to the ZW Data Action Technologies
Inc. 2023 Omnibus Equity Incentive Plan adopted by the Board of Directors of the Company and approved by the Company’s shareholders
at the 2023 annual shareholder meeting.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
| ITEM 1. |
PLAN INFORMATION* |
| ITEM 2. |
REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION* |
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the "Securities
Act") and the Note to Part I of Form S-8. The documents containing information specified in this Part I will be separately provided
to the participants in the Plan covered by this Registration Statement, as specified by Rule 428(b)(1) under the Securities Act. These
documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
In this Registration Statement, ZW Data Action Technologies
Inc. is sometimes referred to as “the Registrant”, “we”, “us” or “our”.
| ITEM 3. | INCORPORATION OF DOCUMENTS BY REFERENCE |
The following documents filed with the Securities and
Exchange Commission (the “Commission”) by the Registrant are incorporated herein by reference.
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(a) |
the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on April 17, 2023; |
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(b) |
the Registrant’s Quarterly Reports on Form 10-Q filed with the SEC on May 22, 2023, August 21, 2023 and November 20, 2023; |
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(c) |
the Registrant’s Current Reports on Form 8-K, filed with the SEC on January 17, 2023, January 20, 2023, February 16, 2023, May 8, 2023, July 26, 2023, October 19, 2023, November 2, 2023; |
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(d) |
the Registrant’s Registration Statement on Form 8-A (Registration No. 001-34647) filed with the SEC on September 13, 2010, pursuant to Section 12 of the Securities Exchange Act of 1934, together with any amendments or reports filed for the purpose of updating such description; |
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(e) |
the Company’s Registration Statement on Form 8-A (Registration No. 001-34647) filed with the SEC on March 2, 2010, pursuant to Section 12 of the Securities Exchange Act of 1934, together with any amendments or reports filed for the purpose of updating such description; |
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(f) |
the Company’s Registration Statement on Form 8-A (Registration No. 001-52672) filed with the SEC on June 5, 2007, pursuant to Section 12 of the Securities Exchange Act of 1934, together with any amendments or reports filed for the purpose of updating such description; and |
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(g) |
the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on September 18, 2023. |
All documents that the Registrant subsequently files
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
prior to the filing of a post-effective amendment to the Registration Statement which indicates that all of the shares of common stock
offered have been sold or which deregisters all of such shares 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 the filing of such documents; except as to any portion of any future
Annual Report or Quarterly Report to stockholders or document or Current Report furnished under current Items 2.02 or 7.01 of Form 8-K
that is not deemed filed under such provisions. For the purposes of this Registration Statement, any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded 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.
Under no circumstances will any information furnished
under current items 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the
contrary.
| ITEM 4. | DESCRIPTION OF SECURITIES |
Not applicable.
| ITEM 5. | INTEREST OF NAMED EXPERTS AND COUNSEL |
Not applicable.
| ITEM 6. | INDEMNIFICATION OF DIRECTORS AND OFFICERS |
Our officers and directors are indemnified as provided
by the Nevada Revised Statutes (“NRS”) and our articles of incorporation and bylaws.
Under the NRS, officer and director immunity from liability
to a company or its stockholders for monetary liabilities applies automatically unless it is specifically limited by a company’s
articles of incorporation. The NRS provides that an officer or director will not be liable for acts or omissions unless it is proven that
the officer’s or director’s acts or omissions constitute a breach of fiduciary duties and such breach involved intentional
misconduct, fraud, or a knowing violation of law. Our articles of incorporation provide that no director shall be liable to the Company
or its stockholders for monetary damages for breach of fiduciary duty as a director; provided that the director’s liability shall
not be eliminated or limited for (i) breach of any duty of loyalty to the Company or its stockholders, (ii) acts or omissions not in good
faith or that involve intentional misconduct or a knowing violation of law, (iii) any transaction from which the director derived an improper
personal benefit, or (iv) an act or omission occurring before the person was a director of the Company.
Our articles of incorporation and bylaws provide that
we will indemnify our directors, officers, employees, and agents, to the fullest extent to the extent required by the NRS, and our bylaws
provide that we shall indemnify such individuals to the extent permitted by the NRS. Our bylaws also provide that we may purchase and
maintain liability insurance, or make other arrangements for such obligations or otherwise, to the extent permitted by the NRS.
The NRS permits us to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending, or contemplated action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, including an action by or on behalf of the Company, by reason of the fact that such person
is or was a director, officer, employee, or agent of the Company, or is or was servicing at the request of the Company as a director,
officer, employee, or agent of another entity, against expenses, including attorneys’ fees actually and reasonably incurred by such
person in connection with the defense or settlement of such action, suit, or proceeding if such person has exercised his powers in good
faith and with a view to the interests of the Company; or acted in good faith and in a manner that such person reasonably believed to
be in or not opposed to the best interest of the Company, and with respect to any criminal action or proceeding, had no reasonable cause
to believe such conduct was unlawful.
Indemnification under the NRS may not be made for any
claim, issue, or matter as to which such person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals
therefrom, to be liable to the Company or for amounts paid in settlement to the Company, unless and only to the extent that the court
in which the action or suit was brought or other court of competent jurisdiction determines that, in view of all the circumstances of
the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
The NRS also provides that to the extent that a director,
officer, employee, or agent of the Company has been successful on the merits or otherwise in defense of any action, suit, or proceeding
for which the Company is permitted to provide indemnification, or in defense of any claim, issue, or matter therein, the Company is required
to indemnify such person against expenses, including attorneys’ fees, actually and reasonably incurred in connection with the defense.
Our articles of incorporation and the NRS require the
Company to advance expenses of an officer or director as incurred in defending a civil or criminal action, suit, or proceeding upon receipt
of an undertaking from the officer or director to repay the amounts advanced if it is ultimately determined by a court of competent jurisdiction
that the officer or director is not entitled to such indemnification.
| ITEM 7. |
EXEMPTION FROM REGISTRATION CLAIMED |
Not applicable.
See the attached Exhibit Index.
| ITEM 9. |
REQUIRED 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: |
| (i) |
To include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) |
To reflect in the prospectus any facts or events arising after the effective date of the 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 the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
| (iii) |
To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; |
Provided, however, That:
(A) Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if
the registration statement is on Form S-8 (§239.16b of this chapter), and the information required to be included in a post-effective
amendment by those 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 Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration
statement; and
(B) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do
not apply if the registration statement is on Form S-3 (§239.13 of this chapter), Form SF-3 (§239.45 of this chapter) or Form
F-3 (§239.33 of this chapter) and the information required to be included in a post-effective amendment by those 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 Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to
Rule 424(b) (§230.424(b) of this chapter) that is part of the registration statement.
(C) Provided further, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is for an offering of asset-backed securities on Form SF-1 (§239.44 of this chapter) or
Form SF-3 (§239.45 of this chapter), and the information required to be included in a post-effective amendment is provided pursuant
to Item 1100(c) of Regulation AB (§229.1100(c)).
(2) That, for the purpose of determining any liability under the Securities Act of 1933, 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.
(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) If the registrant is relying on Rule 430B (§230.430B of this chapter):
(A) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) (§230.424(b)(3)
of this chapter) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included
in the registration statement; and
(B) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5),
or (b)(7) (§230.424(b)(2), (b)(5), or (b)(7) of this chapter) as part of a registration statement in reliance on Rule 430B relating
to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) (§230.415(a)(1)(i), (vii), or (x) of this chapter) for the purpose
of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the
registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first
contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale
prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part
of the registration statement or made in any such document immediately prior to such effective date; or
(ii) If the registrant is subject to Rule 430C (§230.430C of this chapter),
each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements
relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be
part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement
made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser
with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(iii) If the registrant is relying on §230.430D of this chapter:
(A) Each prospectus filed by the registrant pursuant to §230.424(b)(3)
and (h) of this chapter shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of
and included in the registration statement; and
(B) Each prospectus required to be filed pursuant to §230.424(b)(2),
(b)(5), or (b)(7) of this chapter as part of a registration statement in reliance on §230.430D of this chapter relating to an offering
made pursuant to §230.415(a)(1)(vii) or (a)(1)(xii) of this chapter for the purpose of providing the information required by section
10(a) of the Securities Act of 1933 (15 U.S.C. 77j(a)) shall be deemed to be part of and included in the registration statement as of
the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities
in the offering described in the prospectus. As provided in §230.430D of this chapter, for liability purposes of the issuer and any
person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such effective date; or
(6) That, for the purpose of determining liability of the registrant under the Securities Act
of 1933 to any purchaser in the initial distribution of the securities:
The undersigned registrant undertakes that in a primary offering of securities of the undersigned
registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser,
if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will
be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter);
(ii) Any free writing prospectus relating to the offering prepared by or
on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant;
and
(iv) Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
(7) If the registrant is relying on §230.430D of this chapter, with respect to any offering
of securities registered on Form SF-3 (§239.45 of this chapter), to file the information previously omitted from the prospectus filed
as part of an effective registration statement in accordance with §§230.424(h) and 230.430D of this chapter.
| (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 Section 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. |
| (h) |
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. |
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 of 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, on January 23, 2024.
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ZW DATA ACTION TECHNOLOGIES INC. |
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By: |
/s/ Handong Cheng |
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Name: |
Handong Cheng |
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Title: |
Chairman, Chief Executive Officer, Acting Chief Financial Officer and President |
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Handong
Cheng as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her
and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments,
exhibits thereto and other documents in connection therewith) to this Registration Statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents full power
and authority to do and perform each and every act and thing requisite and necessary to be done in 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 attorneys-in-fact and
agents, 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 and in the capacities and on the dates indicated.
| Date: January 23, 2024 |
/s/ Handong Cheng |
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| Handong Cheng |
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| Chairman, Chief Executive Officer and President (Principal Executive Officer) |
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| Date: January 23, 2024 |
/s/ Handong Cheng |
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| Handong Cheng |
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| Acting Chief Financial Officer (Principal Accounting Officer) |
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| Date: January 23, 2024 |
/s/ Pau Chung Ho |
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| Pau Chung Ho |
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| Director |
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| Date: January 23, 2024 |
/s/ Chang Qiu |
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| Chang Qiu |
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| Director |
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| Date: January 23, 2024 |
/s/ Zhiqing Chen |
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| Zhiqing Chen |
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| Director |
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| Date: January 23, 2024 |
/s/ George Kai Chu |
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| George Kai Chu |
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| Director |
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______________________
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(1) |
Previously filed as Appendix A to our Proxy Statement on Schedule 14A filed with the SEC on September 18, 2023 and incorporated by reference herein. |
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Exhibit 5.1
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Sherman & Howard L.L.C.
50 West Liberty Street, Suite 1000,
Reno  NV 89501
Phone: 775.323.1980
3960 Howard Hughes Parkway, Suite
500
Las Vegas, NV 89169 Phone:
702.387.6073
ShermanHoward.com |
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January 23, 2024
ZW Data Action Technologies Inc.
Room 1811, Xinghuo Keji Plaza
No. 2 Fufeng Road
Fengtai District
Beijing, China 100070
| Re: | ZW Data Action Technologies Inc./Registration Statement on Form S-8 |
Ladies and Gentlemen:
We have acted as special Nevada counsel to ZW Data
Action Technologies Inc., a Nevada corporation (the “Company”), in connection with the registration by the Company of 1,500,000
shares (the “Shares”) of its common stock, $0.001 par value (the “Common Stock”) that have or may be issued pursuant
to the Company’s 2023 Omnibus Equity Incentive Plan (the “Plan”) on Form S-8 (the “Registration Statement”)
under the Securities Act of 1933, as amended (“Securities Act”), as filed with the Securities and Exchange Commission (“Commission”).
For purposes of these opinions, we have examined originals
or copies of:
(a) the Registration
Statement;
(b) the
Articles of Incorporation of the Company as filed with the Secretary of State of Nevada on October 2, 2006, as amended by Certificate
of Amendment as filed with the Secretary of State of Nevada on February 9, 2007, Certificate of Amendment as filed with the Secretary
of State of Nevada on August 18, 2016, Certificate of Amendment as filed with the Secretary of State of Nevada on October 13, 2020, Certificate
of Amendment as filed with the Secretary of State of Nevada on July 8, 2021, Certificate of Change Pursuant to NRS 78.209 as filed with
the Secretary of State of Nevada on January 18, 2023, and Certificate of Amendment as filed with the Secretary of State of Nevada on
October 18, 2023;
ZW Data Action Technologies Inc. January 23, 2024 Page 2 | |
(c) the Bylaws
of the Company as adopted on October 2, 2006;
(d) the Plan;
(e) forms
of agreements for the grant of awards under the Plan; and
(f) certain
actions of the Board of Directors and stockholders of the Company relating to the adoption of the Plan, the issuance of awards under the
Plan, the registration of the Shares under the Securities Act, and such other matters as relevant.
We also have examined originals or copies of such records
of the Company and other documents, certificates, and records as we have deemed necessary or appropriate as a basis for the opinions set
forth herein.
In our examination we have assumed:
(a)
the legal capacity and competency of all natural persons executing the documents;
(b)
the genuineness of all signatures on the documents;
(c)
the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted
to us as copies;
(d)
that the parties to such documents, other than the Company, had the power, corporate or other, to enter into and perform all obligations
thereunder;
(e)
that such documents are enforceable in accordance with their terms;
(f)
that at the time of issuance of any Shares, the Company validly exists and is duly qualified and in good standing under the laws
of Nevada; and
(g)
other than with respect to the Company, the due authorization by all requisite action, corporate or other, of the execution and
delivery by all parties of the documents, and the validity and binding effect thereof on such parties.
We have relied upon the accuracy and completeness of
the information, factual matters, representations, and warranties contained in such documents.
In rendering the opinions set forth below, we have
also assumed that:
ZW Data Action Technologies Inc. January 23, 2024 Page 3 | |
(a) at or
prior to the time of issuance and delivery, the Shares will be registered by the transfer agent and registrar of such Shares;
(b) the Company
will keep reserved a sufficient number of shares of its Common Stock to satisfy its obligations for issuances of Shares under the Plan;
(c) upon
issuance of any of the Shares, the total number of shares of the Company’s Common Stock issued and outstanding will not exceed the
total number of shares of Common Stock that the Company is then authorized to issue under its Articles of Incorporation; and
(d) each
stock grant, stock option, or other security exercisable or exchangeable for a Share under the Plan has been, or will be, duly authorized,
validly granted, and duly exercised or exchanged in accordance with the terms of the Plan, at the time of any grant of a Share or exercise
of such stock option or other security under the Plan.
The opinions set forth below are also subject to the
further qualification that the enforcement of any agreements or instruments referenced herein and to which the Company is a party may
be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights generally
and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law).
Based on the foregoing and in reliance thereon, and
subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that:
(a) the Shares
that have been or may be issued under the Plan are duly authorized shares of the Company’s Common Stock; and
(b) if, as,
and when issued against receipt of the consideration therefor in accordance with the provisions of the Plan and in accordance with the
Registration Statement, the Shares will be validly issued, fully paid, and nonassessable.
The opinions expressed herein are limited to the matters
specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We disclaim any undertaking
to advise you of any subsequent changes in the facts stated or assumed herein or any changes in applicable law that may come to our attention
after the date the Registration Statement is declared effective.
While certain members of this firm are admitted to
practice in certain jurisdictions other than Nevada, in rendering the foregoing opinions we have not examined the laws of any jurisdiction
other than Nevada. Accordingly, the opinions we express herein are limited to matters involving the laws of the State of Nevada (other
than the securities laws and regulations of the State of Nevada, as to which we express no opinion). We express no opinion regarding
the effect of the laws of any other jurisdiction or state, including any securities laws related to the issuance and sale of the Shares.
ZW Data Action Technologies Inc. January 23, 2024 Page 4 | |
We hereby consent to the filing of this opinion as
an exhibit to the Registration Statement and we consent to the reference of our name under the caption “Legal Matters” in
the Prospectus forming a part of the Registration Statement. In giving the foregoing consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
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Very truly yours, |
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/s/ Sherman & Howard L.L.C. |
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SHERMAN & HOWARD L.L.C. |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference
in the Registration Statements of ZW Data Action Technologies Inc. (“the Company”) on Form S-8 of our report dated April 17,
2023, with respect to our audits of the consolidated financial statements of the Company as at December 31, 2022 and 2021 and for each
of the two years in the period ended December 31, 2022, which report is included in the Annual Report on Form 10-K (File No. 001-34647,
filed with the SEC on April 17, 2023) of the Company for the year ended December 31, 2022.
/s/ Centurion ZD CPA & Co.
Centurion ZD CPA & Co.
Hong Kong, China
January 23, 2024
Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
ZW Data Action Technologies Inc.
(Exact Name of Registrant as Specified in its Charter)
Newly Registered Securities
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Security
Type |
Security
Class
Title |
Fee
Calculation
Rule |
Amount
Registered(1) |
Proposed
Maximum
Offering Price
Per Share(2) |
Maximum
Aggregate
Offering Price |
Fee Rate |
Amount of
Registration
Fee |
| Equity |
Common Stock, $0.001 par value |
Rule 457(c) and Rule 457(h) |
1,500,000(3) |
$0.81 |
$1,215,000 |
$147.60 per $1,000,000 |
$179.334 |
| Total Offering Amounts |
|
$1,215,000 |
|
$179.334 |
| Total Fee Offsets |
|
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|
$0.00 |
| Net Fee Due |
|
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$179.334 |
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| (1) |
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional securities of ZW Data Action Technologies Inc. (the “Registrant”) that may become issuable under the Registrant’s 2023 Omnibus Equity Incentive Plan (the “Plan”) as a result of any future stock splits, stock dividends or similar adjustments of the Registrant’s outstanding ordinary shares. |
| (2) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h)(1)
of the Securities Act. The proposed maximum offering price per share is estimated to be $0.81, based on the average of the high sales
price ($0.82) and the low sales price ($0.80) for the Registrant’s common stock as reported by The Nasdaq Capital Market on January
19, 2024. |
| (3) |
These 1,500,000 shares of common stock to be registered are reserved for future grants under the Plan. |
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