EX-FILING FEES 4 ea024378701ex-fee_zhongchao.htm FILING FEE TABLE

Exhibit 107

Calculation of Filing Fee Tables

FORM F-3

(Form Type)

Zhongchao Inc.

(Exact Name of Registrant as Specified in its Charter)

N/A

(Translation of Registrant’s Name into English)

Table 1: Newly Registered and Carry Forward Securities

Security
Type

Security
Class Title

Fee
Calculation
or Carry Forward Rule

Amount
Registered

Proposed
Maximum
Offering Price Per Unit⁽¹⁾

Maximum
Aggregate Offering Price⁽¹⁾

Fee Rate

Amount of
Registration Fee⁽¹⁾

Carry
Forward Form Type

Carry
Forward
File Number

Carry
Forward
Initial effective date

Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward

Newly Registered Securities

Fees to Be Paid⁽⁸⁾

Equity

Ordinary Shares⁽²⁾

Equity

Preferred Shares⁽³⁾

Debt

Debt Securities⁽⁴⁾

Other

Warrants⁽⁵⁾

457(o)

Other

Rights⁽⁶⁾

Other

Units⁽⁷⁾

Unallocated (Universal) Shelf

43,092,000.00

0.00015310

6,597.39

Fees Previously Paid⁽⁸⁾

Equity

Ordinary Shares⁽²⁾

457(o)

Equity

Preferred Shares⁽³⁾

Debt

Debt Securities⁽⁴⁾

Other

Warrants⁽⁵⁾

Other

Rights⁽⁶⁾

Other

Units⁽⁷⁾

Unallocated (Universal) Shelf

256,908,000

0.00014760

37,919.62

Total Offering Amounts

300,000,000

44,517.01

Total Fees Previously Paid

37,919.62

⁽⁸⁾

Total Fee Offsets

3,566.70

⁽⁹⁾

Net Fee Due

3,030.69

(1)

There are being registered under this Registration Statement such indeterminate number of ordinary shares and preferred shares, such indeterminate principal amount of debt securities, such indeterminate number of warrants to purchase ordinary shares, preferred shares and/or debt securities, such indeterminate number of rights to purchase ordinary shares or preferred shares and such indeterminate number of units (collectively, the “Securities”) as may be sold by the Registrant from time to time, which together shall have an aggregate offering price not to exceed $300,000,000. If the Registrant issues any debt securities at an original issue discount, then the offering price of such debt securities shall be in such greater principal amount at maturity as shall result in an aggregate offering price not to exceed $300,000,000, less the aggregate dollar amount of all securities previously issued hereunder. The Registrant may sell any securities it is registering under this Registration Statement separately or as units with the other securities it is registering under this Registration Statement. The proposed maximum aggregate offering price per unit will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security, pursuant to General Instruction II.G of Form F-3 under the Securities Act. No separate consideration will be received for (i) ordinary shares or other securities of the registrant that may be issued upon conversion of, or in exchange for, convertible or exchangeable debt securities and/or preferred shares registered hereby or (ii) ordinary shares, preferred shares, debt securities, rights and/ or units that may be issued upon exercise of warrants or rights registered hereby, as the case may be.

(2)

Including such currently indeterminate amount of ordinary shares as may be issued from time to time at currently indeterminate prices or upon conversion or exchange of debt securities or preferred shares registered hereby, or upon exercise of warrants or rights registered hereby, as the case may be.

(3)

Including such currently indeterminate amount of preferred share as may be issued from time to time at currently indeterminate prices or upon exercise of warrants or rights registered hereby, as the case may be.

(4)

Including such currently indeterminate principal amount of debt securities as may be issued from time to time at currently indeterminate prices or upon exercise of warrants or rights registered hereby, as the case may be.

(5)

Including such currently indeterminate number of warrants as may be issued from time to time at currently indeterminate prices.

(6)

Including such currently indeterminate number of rights, including share purchase or subscription rights, as may be issued from time to time at currently indeterminate prices.

(7)

Including such currently indeterminate number of units as may be issued from time to time at currently indeterminate prices. Each unit will represent an interest in two or more securities registered hereby, which may or may not be separable from one another.

(8)

The Registrant’s initial filing of this Registration Statement on May 23, 2024 (the “Original Form F-3”) registered such indeterminate number of Securities with an aggregate offering price not to exceed $300,000,000, including (i) such number of Securities for an aggregate offering price of $256,908,000, the registration fee of which was paid with the Original Form F-3 at the then effective filing fee rate in the amount of $37,919.62, and (ii) $43,092,000 of unsold securities (the “Unsold Securities”) carried over from the Registrant’s prior registration statement on Form F-3 (File No. 333-256190) filed on May 17, 2021 and declared effective on May 24, 2021 (the “Prior Registration Statement”). The Registrant’s Prior Registration Statement expired. The Registrant is filing an amendment to the Original Form F-3 which registers such indeterminate number of Securities with an aggregate offering price not to exceed $300,000,000, of which the registration fee for $43,092,000 was not paid yet and is payable by the Registrant at the current effective filing fee rate in the amount of $6,597.39. In accordance with Rule 457(p) under the Securities Act, the Registrant is using $3,566.70 of the unused filing fees to offset the filing fee payable in connection with this filing.

Table 2: Fee Offset Claims and Sources

Registrant
or Filer
Name

Form or
Filing
Type

File
Number

Initial
Filing
Date

Filing
Date

Fee
Offset
Claimed

Security
Type
Associated
with Fee
Offset
Claimed

Security
Title
Associated
with Fee
Offset
Claimed

Unsold
Securities
Associated
with Fee
Offset
Claimed

Aggregate
Offering
Amount
Associated
with Fee
Offset
Claimed

Fee Paid
with Fee
Offset Source

Rule 457(p)

Fee Offset Claims

Zhongchao Inc.

F-3

333-256190

May 17, 2021

3,566.70

⁽⁹⁾

Unallocated (Universal) Shelf

⁽⁹⁾

Unallocated (Universal) Shelf

32,692,000

Fee Offset Sources

Zhongchao Inc.

F-3

333-256190

May 17, 2021

3,566.70

⁽⁹⁾

(9)

The Registrant previously filed the Prior Registration Statement on Form F-3 (File No. 333-333-256190) on May 17, 2021, declared effective on May 24, 2021, which registered an indeterminate number of Securities to be sold by the Registrant and had an aggregate initial offering price not to exceed $45,000,000. The Prior Registration Statement was not fully used, resulting in $32,692,000 as the unsold aggregate offering amount. Such unused amount represents 72.65% of the $4,909.50 of the registration fees on the Prior Registration Statement and results in a fee offset of $3,566.70 pursuant to Rule 457(p) under the Securities Act. The offering of any Unsold Securities under the Prior Registration Statement have been completed or terminated.