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1、F-1 1 formf-1.htm As filed with the Securities and Exchange Commission on June 11,2024 Registration No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM F-1REGISTRATION STATEMENTUnderThe Securities Act of 1933 Carbon Zero Technologies International Inc.(Exact name of Regis

2、trant as specified in its charter)Not Applicable(Translation of Registrants name into English)Cayman Islands 5090 Not Applicable(State or other jurisdiction ofincorporation or organization)(Primary StandardIndustrialClassification CodeNumber)(I.R.S.EmployerIdentification Number)Room 610,Block A,Bair

3、uida BuildingBanxuegang Avenue,Wanke City CommunityBantian Street,Longgang DistrictShenzhen,China,518100Tel:+86 0755-23485305(Address,including zip code,and telephone number,including area code,of Registrants principal executive offices)The Crone Law Group P.C.420 Lexington Ave,Suite 2446New York,NY

4、 10170646-861-7891(Name,address,including zip code,and telephone number,including area code,of agent for service)Copies to:Mark Crone,Esq.Liang Shih,Esq.Zhiqi“Camilla”Zheng,Esq.The Crone Law Group P.C.420 Lexington Ave,Suite 2446New York,NY 10170646-861-7891 Mitchell S.Nussbaum,Esq.Lili Taheri,Esq.V

5、ivien Bai,Esq.Loeb&Loeb LLP345 Park Avenue,New York,NY 10154212-407-159 Approximate date of commencement of proposed sale to the public:As soon as practicable after the effective date of thisregistration statement.If any of the securities being registered on this Form are to be offered on a delayed

6、or continuous basis pursuant to Rule 415 underthe Securities Act of 1933,or the Securities Act,check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule 462(b)under the Securities Act,check thefollowing box and list the Securities Act registrati

7、on statement number of the earlier effective registration statement for the sameoffering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)under the Securities Act,check the following box and list theSecurities Act registration statement number of the earlier effective registra

8、tion statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the following box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering.Indicate by che

9、ck mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP,indicate by check mark if theregistrant has elected not to use th

10、e extended transition period for complying with any new or revised financial accounting standardsprovided pursuant to Section 7(a)(2)(B)of the Securities Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting StandardsBoard to its Accounting

11、 Standards Codification after April 5,2012.The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective dateuntil the Registrant shall file a further amendment which specifically states that this registration statement shall thereafterbeco

12、me effective in accordance with Section 8(a)of the Securities Act,as amended,or until the registration statement shallbecome effective on such date as the U.S.Securities and Exchange Commission,acting pursuant to said Section 8(a)maydetermine.The information in this preliminary prospectus is not com

13、plete and may be changed.These securities may not be sold untilthe registration statement filed with the United States Securities and Exchange Commission is effective.This preliminaryprospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the of

14、fer or sale isnot permitted.SUBJECT TO COMPLETIONPRELIMINARY PROSPECTUS DATED JUNE 11,2024 American Depositary Shares Carbon Zero Technologies International Inc.Representing Class A Ordinary Shares Minimum offering:American Depositary Shares Representing Class A Ordinary SharesMaximum offering:Ameri

15、can Depositary Shares Representing Class A Ordinary Shares This is an initial public offering of American depositary shares,or ADSs,of Carbon Zero Technologies International Inc.,a CaymanIslands exempted company.We are offering on a best efforts basis a minimum offering amount of ADSs and amaximum o

16、ffering amount of ADSs.Each ADS represents Class A ordinary shares,par value US$0.00001 pershare,of Carbon Zero Technologies International Inc.Prior to this offering,there has been no public market for the ADSs or ourClass A ordinary shares.We expect the initial public offering price to be in the ra

17、nge of$to$per ADS.We have reserved thesymbol“”for purposes of listing our ADSs on the Nasdaq Global Market,or Nasdaq.This offering is contingent on the listing ofour ADSs on Nasdaq.At this time,Nasdaq has not yet approved our application to list our ADSs.There is no assurance that suchapplication wi

18、ll be approved,and if our application is not approved by Nasdaq,this offering may not be completed.Investing in the ADSs involves a high degree of risk,including the risk of losing your entire investment.See“Risk Factors”beginning on page 16 to read about factors you should consider before buying ou

19、r ADSs.We are both an“emerging growth company”and a“foreign private issuer”as defined under applicable U.S.securities laws and areeligible for reduced public company reporting requirements.Please read the disclosures beginning on page 9 and on page 10 of thisprospectus for more information.We are no

20、t a Chinese operating company but a Cayman Islands holding company.We have no material operations of ourown and conduct substantially all of our operations through the Operating Entities in China.Investors in our ADSs arepurchasing equity interests in the Cayman Islands holding company,and not in th

21、e Chinese Operating Entities.Investors inour ADSs may never hold equity interests in the Chinese Operating Entities.Our operating structure involves unique risks toinvestors.The Chinese regulatory authorities could disallow our operating structure,which would likely result in a materialchange in our

22、 operations and/or a material change in the value of our ADSs representing our Class A ordinary shares andcould cause the value of our ADSs to significantly decline or become worthless.See“Risk Factors Risks Related to DoingBusiness in the PRC”beginning on page 30 of this prospectus for a discussion

23、 of these legal and operational risks.As used in this prospectus,terms such as“the Company,”“CZTI,”“we,”“us,”“our company,”or“our”refer to CarbonZero Technologies International Inc.,unless the context suggests otherwise,and also includes its 100%owned directsubsidiary,Carbon Zero Technologies(Hong K

24、ong)Limited(“CZTI HK”),Beijing Bgreen Technology Development Co.,Ltd(“CZTI WFOE”),Shenzhen Green Blue Environmental Protection Technology Co.,Ltd(“Shenzhen Green Blue”),ShenzhenCarbon Zero Technology Co.,Ltd(“CZTI Shenzhen”)and its Operating Entities,Xieguan Tonglian(Shenzhen)TechnologyCo.,Ltd and i

25、ts PRC subsidiaries,and Chuangzhiyuan Environmental Holding(Shenzhen)Co.,Ltd.We directly hold 100%of the equity interests in CZTI HK which directly owns 100%of the equity interests in CZTI WFOE,which directly owns100%of the equity interests in CZTI Shenzhen.CZTI HK also directly owns 100%of the equi

26、ty interests in Guan Tonglian(Shenzhen)Technology Co.,Ltd and directly owns 65%of the equity interests in Chuangzhiyuan Environmental Holding(Shenzhen)Co.,Ltd.CZTI Shenzhen further directly owns 100%of Shenzhen Green Blue and 75%of Shenzhen ABGreenEnvironmental Protection Technology Co.,Ltd.(“ABGree

27、n Shenzhen”).All of our China operating activities are conductedunder our China Operating Entity,ABGreen Shenzhen and its subsidiaries.We do not currently use a variable interest entity(“VIE”)structure.See“Corporate History and Structure”beginning on page 59 of this prospectus.We face various risks

28、associated with being based in or having our operations primarily in China and the evolving laws andregulations in China,including risks related to the legal,political and economic policies of the Chinese government,therelations between China and the United States,or Chinese or United States regulat

29、ions,which risks could result in a materialchange in our operations and/or cause the value of our ADSs to significantly decline or become worthless,and significantlylimit or completely hinder our ability to offer or continue to offer securities to investors.Because we operate in mainlandChina,the Ch

30、inese government has significant authority to oversee and regulate the conduct of our subsidiaries business andmay intervene or influence their operations,including that of our PRC subsidiaries,at any time,which could result in amaterial adverse change in our business and operations,prospects,financ

31、ial condition,and results of operations,and thevalue of our securities.Changes in the policies,regulations,rule,and the enforcement of laws of the Chinese government mayalso be implemented quickly,and the Chinese government may exert more control over offerings conducted overseas orinvestments in Ch

32、ina-based issuers,which could result in material changes in operations and/or the value of the securities weare registering for sale.Any actions by the Chinese government to exert more oversight and control over offerings that areconducted overseas and/or foreign investment and/or operations in Chin

33、a-based issuers could significantly change ouroperations,limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value ofsuch securities to significantly decline or be worthless.For example,recently the PRC government initiated a series ofregulatory

34、 actions and statements to regulate business operations in China,including cracking down on illegal activities inthe securities market,strengthened supervision on overseas listings by China-based companies,adopting new measures toextend the scope of cybersecurity reviews and data security protection

35、,and expanding the efforts in anti-monopolyenforcement.The PRC government may also regulate our operations by adopting new laws and regulations from time totime.Furthermore,the PRC government has recently made efforts to exert more oversight over overseas securities offeringsand other capital market

36、s activities and foreign investment in China-based companies like us.Any such action,once taken bythe PRC government,could cause the value of such securities to significantly decline or in extreme cases,become worthless.As advised by our PRC legal counsel,Zhong Lun Law Firm,as of the date of this pr

37、ospectus,we have not engaged in anymonopolistic behavior and our business does not control more than one million users personal information as of the date ofthis prospectus,implicate cybersecurity,or involve any other type of restricted industry.However,we cannot affirm that PRCregulators share the

38、same interpretation.Because these statements and regulatory actions are new and subject to change,it isdifficult for us to predict how quickly the legislative or administrative regulation making bodies in China will respond tocompanies,or what existing or new laws or regulations will be amended or p

39、romulgated,if any,or the potential impact suchamended or new legislation will have on our daily business operations or our ability to accept foreign investments and list ona U.S.stock exchange.According to the Overseas Listing Filing Rules,we are required to submit the filing application to theChina

40、 Securities Regulatory Commission(the“CSRC”)within three business days after our submission of application forany overseas initial public offering and listing and complete the filing procedure before our overseas initial public offeringand listing.Any failure by us to comply with such filing require

41、ments or the Trial Administrative Measures of OverseasSecurities Offering and Listing by Domestic Enterprises,or the Trial Measures,may result in an order to rectify,warningsand fines against us and could materially hinder our ability to offer or continue to offer our securities,cause significantdis

42、ruption to our business operations,and severely damage our reputation,which would materially and adversely affect ourfinancial condition and results of operations.See“Risk Factors Risks related to Doing Business in the PRC”beginning on page30 of this prospectus for a discussion of these legal and op

43、erational risks.The Holding Foreign Companies Accountable Act,or the HFCAA,was enacted on December 18,2020,and was amended bythe Consolidated Appropriations Act,2023 enacted on December 29,2022.The amended HFCAA states that if the U.S.Securities and Exchange Commission(the“SEC”)determines that we ha

44、ve filed audit reports issued by a registered publicaccounting firm that has not been subject to inspection by the U.S.Public Company Accounting Oversight Board(the“PCAOB”)for two consecutive years,the SEC shall prohibit our shares or ADSs from being traded on a national securitiesexchange or in the

45、 over-the-counter trading market in the United States.The Consolidated Appropriations Act,2023 reducedthe number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA from three yearsto two years.The PCAOB issued a Determination Report on December 16,2021(the“D

46、etermination Report”)which foundthat the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered inmainland China and Hong Kong because of a position taken by one or more authorities in those jurisdictions.Furthermore,the Determination Report identified

47、 the specific registered public accounting firms which are subject to these determinations(“PCAOB Identified Firms”).Our auditor,Marcum Asia CPAs LLP(“Marcum Asia”),the independent registered publicaccounting firm that issues the audit report included elsewhere in this prospectus,as an auditor of co

48、mpanies that are tradedpublicly in the United States and,a firm registered with the PCAOB,is subject to laws in the U.S.pursuant to which thePCAOB conducts regular inspections to assess its compliance with the applicable professional standards.Marcum Asia isheadquartered in New York,New York,and,as

49、of the date of this prospectus,was not included in the list of PCAOBIdentified Firms in the Determination Report.On December 15,2022,the PCAOB issued a report that vacated its December16,2021,determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable toi

50、nspect or investigate completely registered public accounting firms.Each year,the PCAOB will determine whether it can inspect and investigate audit firms in mainland China and Hong Kong,among other jurisdictions.If the PCAOB determines in the future that it no longer has full access to inspect and i

51、nvestigateaccounting firms in mainland China and Hong Kong and we use an accounting firm headquartered in one of thesejurisdictions to issue an audit report on our financial statements filed with the SEC,we would be identified as a“Commission-Identified Issuer”following the filing of the annual repo

52、rt on Form 20-F for the relevant fiscal year.There canbe no assurance that we would not be identified as a“Commission-Identified Issuer”for any future fiscal year,and if we wereso identified for two consecutive years,we would become subject to the prohibition on trading under the HFCAA.Thedelisting

53、of our ADSs,or the threat of their being delisted,may materially and adversely affect the value of your investment.These risks could result in a material adverse change in our operations and the value of our ADSs,significantly limit orcompletely hinder our ability to offer or continue to offer secur

54、ities to investors or cause the value of such securities tosignificantly decline or become worthless.For more details,see“Risk Factors Risks Related to the ADSs and this Offering our ADSs will be prohibited from trading in the United States under the Holding Foreign Companies Accountable Act,or theH

55、FCAA,if it is later determined that the PCAOB is unable to inspect and investigate completely our auditor.The delisting of andprohibition from trading our ADSs,or the threat of their being delisted and prohibited from trading,may cause the value of our ADSsto significantly decline or be worthless.”b

56、eginning on page 43 of this prospectus.As of the date of this prospectus,we have not maintained any cash management policies that dictate the purpose,amount andprocedure of fund transfers among our Cayman Islands holding company,our subsidiaries,or investors.Rather,the fundscan be transferred in acc

57、ordance with the applicable laws and regulations.See“Prospectus Summary-Cash Transfers andDividend Distributions.”As of the date of this prospectus,our Cayman Islands holding company has not declared or paiddividends,made distributions,or transferred assets to its subsidiaries or to investors in the

58、 past,nor have any dividends,distributions or asset transfers been made by any PRC subsidiary to CZTI HK and/or the Cayman Islands holding company.For the years ended December 31,2022 and 2023,our PRC subsidiaries declared dividends of RMB 4.2 million and RMB nilto their PRC noncontrolling sharehold

59、ers,respectively.For the years ended December 31,2022 and 2023,there was no cashtransfer among our Cayman Islands holding company,CZTI HK and our PRC subsidiaries.As of the date of this prospectus,our Cayman Islands holding company made capital contribution of RMB 2 million to CZTI HK and provided a

60、 workingcapital loan of RMB 1 million to CZTI HK in January 2024.CZTI HK further made capital contributions of RMB 3 millionto CZTI WFOE in January 2024.Our board of directors has complete discretion on whether to distribute dividends,subject to applicable laws.We do not haveany current plan to decl

61、are or pay any cash dividends on our shares or ADSs in the foreseeable future after this offering.See“Risk Factors Risks Related to the ADSs and this Offering We currently do not expect to pay dividends in the foreseeable futureafter this offering and you must rely on price appreciation of our ADSs

62、for return on your investment”beginning on page 47 of thisprospectus.Subject to certain contractual,legal and regulatory restrictions,cash and capital contributions may be transferredamong our Cayman Islands holding company and our subsidiaries.If needed,our Cayman Islands holding company cantransfe

63、r cash to our subsidiaries through loans and/or capital contributions,and our subsidiaries can transfer cash to ourCayman Islands holding company through loans and/or issuing dividends or other distributions.There are currently norestrictions of transferring funds between our Cayman Islands holding

64、company and subsidiary in Hong Kong.There arelimitations on the ability to transfer cash between the Cayman Islands holding company and the PRC subsidiaries.Cashtransfers from the Cayman Islands holding company to the PRC subsidiaries are subject to the applicable PRC laws andregulations on loans an

65、d direct investment.See“Prospectus Summary Cash Transfers and Dividend Distributions,”beginningon page 7 and see also“Risk Factors Risks Related to Doing Business in the PRC PRC regulations of loans and directinvestment by offshore holding companies to the PRC subsidiaries may delay or prevent us fr

66、om using the proceeds of our offshorefinancing to make loans or additional capital contributions to the PRC subsidiaries,which could materially and adversely affect ourliquidity and business,”beginning on page 35 of this prospectus.If any of the PRC subsidiaries incur debt on its own behalf inthe fu

67、ture,the instruments governing such debt may restrict their ability to pay dividends to the Cayman Islands holdingcompany.Cash transfers from the PRC subsidiaries to the Cayman Islands holding company are also subject to the currentPRC regulations,which permit the PRC subsidiaries to pay dividends t

68、o their shareholders only out of their accumulatedprofits,if any,determined in accordance with PRC accounting standards and regulations.Cash transfers from the CaymanIslands holding company to the investors are subject to the restrictions on the remittance of Renminbi into and out of Chinaand govern

69、mental control of currency conversion.See“Risk Factors Risks Related to Doing Business in the PRC Restrictions on the remittance of Renminbi into and out of China and governmental control of currency conversion may limit ourability to pay dividends and other obligations and affect the value of your

70、investment,”beginning on page 36 of this prospectus.Additionally,to the extent cash or assets in the business is in China or a PRC subsidiary,the funds or assets may not beavailable to fund operations or for other use outside of China.See“Prospectus Summary-Cash Transfers and DividendDistributions,”

71、“Risk Factors Risks Related to Doing Business in the PRC We may rely on dividends and other distributions onequity paid by the Operating Entities to fund any cash and financing requirements we may have,and any limitation on the ability ofour PRC/Hong Kong subsidiaries to make payments to us and our

72、investors could have a material and adverse effect on our abilityto conduct our business.”beginning on page 34 of this prospectus.Following the completion of this offering,our issued and outstanding share capital will consist of Class A ordinary shares and ClassB ordinary shares.Holders of Class A o

73、rdinary shares and Class B ordinary shares have the same rights,except for voting,transferand conversion rights.Each Class A ordinary share is entitled to one(1)vote,and each Class B ordinary share is entitled to ten(10)votes.Upon the completion of this offering,we will be a“controlled company”as de

74、fined under Nasdaq Marketplace Rules 5615(c),because Mr.Baitong Tang,our Chief Executive Officer,will hold,directly and indirectly,more than 50%of the voting power.See“Risk Factors Risks Related to the ADSs and this Offering We are a“controlled company”within the meaning of the Nasdaqlisting standar

75、ds and,as a result,will qualify for,and intend to rely on,exemptions from certain corporate governance requirements.You will not have the same protections afforded to shareholders of companies that are subject to such requirements.”beginning onpage 44.Minimum Offering Amount Maximum Offering Amount

76、Per ADS Total Per ADS Total Initial public offering price(1)Underwriting discounts(2)Proceeds,before expenses (1)Initial public offering price is assumed as per ADS,which is the midpoint of the range set forth on the cover page of thisprospectus.(2)Represents underwriting discounts equal to seven po

77、int three percent(7.3%)per ADS(or$per ADS).We have also agreed toissue an underwriter purchase option to Ninth Eternity Securities,LLC(the“Representative”)to purchase a number of ADSsequal to five percent(5%)of the total number of ADSs sold in this offering at an exercise price equal to one hundred

78、and tenpercent(110%)of the public offering price of the ADSs sold in this offering.For a complete description of the compensation tobe received by the underwriters,see“Underwriting.”The underwriter is selling our ADSs in this offering on a best efforts basis.The offering is being made without a firm

79、 commitment bythe underwriter,which has no obligation or commitment to purchase any securities.The underwriter must sell the minimum numberof securities offered(ADSs)if any securities are sold.The underwriter is only required to use its best efforts to sell the securitiesoffered.One of the condition

80、s to our obligation to sell any securities through the underwriter is that,upon the closing of the offering,the ADSs would qualify for listing on the NASDAQ Global Market.We do not intend to close this offering unless we sell at least a minimum number of ADS,at the price per ADS set forth above,tore

81、sult in sufficient proceeds to list our ADSs on the NASDAQ Global Market.Because this is a best efforts offering,the underwriterdoes not have an obligation to purchase any securities,and,as a result,there is a possibility that we may not be able to sell theminimum offering amount.The offering may cl

82、ose or terminate,as the case may be,on the earlier of(i)any time after the minimumoffering amount of our ADSs is raised,or(ii),2024(90 days from the date of effectiveness of the registration statement of whichthis prospectus is a part)(and for a period of up to 90 additional days if extended by agre

83、ement between us and the underwriter).The proceeds from the sale of the ADSs in this offering will be deposited in a separate(limited to funds received on behalf of us)non-interest bearing bank account at established by our escrow agent,or the Escrow Account,until the minimum offering amountis raise

84、d.If we complete this offering,net proceeds will be delivered to us on each closing date(such closing date being the abovemutually acceptable date,provided the minimum offering has been sold).If we do not receive a minimum of$by ,2024,unless mutually extended by us and the underwriter for up to an a

85、dditional 90days,all funds will be returned to the investors in this offering promptly after the termination of the offering,without charge,deduction or interest.Prior to ,2024,in no event will funds be returned to the investors unless the offering is terminated.The underwriters expect to deliver th

86、e ADSs against payment as set forth under“Underwriting,”on or about ,2024.Neither the U.S.Securities and Exchange Commission nor any state securities commission nor any other regulatory body hasapproved or disapproved of these securities or determined if this prospectus is truthful or complete.Any r

87、epresentation to thecontrary is a criminal offense.Prospectus dated _,2024 LETTER FROM THE FOUNDER Dear Investors,Thank you for your interest in us.We intend to transform the entire renewable resources recycling business in China as we developand deploy our Online to Offline system(“O2O system”)thro

88、ugh online applications and offline sites in the traditional recyclingbusiness.Our goal is to establish comprehensive,digitized,and standardized waste recycling services,covering all categories ofrecyclable materials.As such,I am excited to share with you our proprietary technology solutions,scale a

89、nd financial performance,market opportunities,strengths,and growth strategies along with our outlook of the future.Our opportunity:to redefine an“overlooked”industry Chinas renewable resources recycling industry has grown steadily in the past several years.Chinas recycled renewable resourcesincrease

90、d from 283 million tons in 2017 to 418 million tons in 2022,with a compound annual growth rate of 8.1%from 2017 to2022,of which iron and steel scrap(waste ferrous metals)is the main recycled category of renewable resource.The traditionalrenewable resources recycling model mainly relies on scattered

91、offline channels.There is a difficulty of information asymmetry inthe renewable resources recycling industry in China,in which consumers lack awareness of where and how to sell used products.Intodays extended enterprise environment,the interactions between thousands of suppliers,vendors,and counterp

92、arties drive up costand complexity.As an industry innovator,we developed an O2O system by collecting and disclosing data on recycling needs on oursystem.This information enables professional recycling personnel to receive information and collect recyclable items at theconsumers doorstep,not only sol

93、ving the problem of low efficiency in information dissemination,but also providing consumers withmore convenient recycling methods,and achieving efficient renewable resource recycling.Our vision:to transform the recycling services industry The end-to-end process of renewable resources recycling invo

94、lves numerous steps and many different players,from majormanufacturing companies to individual service providers,and everything in between.Currently,the systems and information tosupport all these steps are highly disjointed,making it nearly impossible to obtain a comprehensive view of the overall p

95、rocess,thuspreventing companies from improving the process as well.We believe that we have prototyped a system that can be used to supportthe entire end-to-end process.We believe this system prototype,coupled with our proprietary technology,creates value for ourindustry,as it provides real-time spee

96、d and efficiency,tamper-proof reliability,traceability,and transparency for the whole recyclingprocess.Such a system could become even more important as connected devices are increasingly used to capture real-time data and,in the future,as artificial intelligence is used to predict and react to dema

97、nd.Our value proposition:an open system driven by supply chain capabilities and technology Chinas recycling business lacks sufficient structurethe recycling channels are fragmented and many recycling systems are idle andinefficient.We believe that building an open system driven by supply chain capab

98、ilities and technology and by creating a newinfrastructure defined by end-to-end coverage of the value chain are the keys to success in the recycling business in China.Our outlook:the future of our Company Our corporate culture balances stability and innovation,focusing on both the present and the f

99、uture.For the next three to five years,we plan to adhere to two strategic priorities:first,to pursue rapid business growth by enhancing our integrated system capabilities,and second,to expand recycling categories and integrate business chain verticals.One of the biggest obstacles to the renewable re

100、sources recycling business will likely be getting companies and customers tocooperate and collaboratecreating a common vision,developing common standards,and agreeing to build and use a commonsystem.Whether companies are direct competitors or supply chain partners,each has a strategic interest in ma

101、intaining advantagesover competitors and collaborators.However,we believe that our companys ability to create significant value for each player in oursystem means that every partner has an incentive to cooperate.We have developed recycling solutions with individual companiesthroughout the industry a

102、nd have seen compelling cases and momentum towards shaping the future of the recycling transactionecosystem.Partnership with our shareholders:creating long-term value and contributing to society I believe that a robust and sustainable business is a good business,but a business that does good for soc

103、iety beyond generatingshareholder return is a great business.We believe that the value of a business lies in solving social problems and creating socialvalue.If you share similar values and believe in long-term value creation both economically and socially,join us as we build a betterworld.Thank you

104、 for reading this letter.We look forward to partnering with you in the exciting journey ahead.Baitong TangFounder and CEO TABLE OF CONTENTS PagePROSPECTUS SUMMARY1THE OFFERING13SUMMARY CONSOLIDATED FINANCIAL DATA15RISK FACTORS16SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS52USE OF PROCEEDS53DIVI

105、DEND POLICY54CAPITALIZATION55DILUTION55ENFORCEABILITY OF CIVIL LIABILITIES57CORPORATE HISTORY AND STRUCTURE59MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS61INDUSTRY OVERVIEW75BUSINESS78REGULATIONS97MANAGEMENT111PRINCIPAL SHAREHOLDERS117RELATED PARTY TRANSACTIONS

106、119DESCRIPTION OF SHARE CAPITAL123DESCRIPTION OF AMERICAN DEPOSITARY SHARES142SHARES ELIGIBLE FOR FUTURE SALE152TAXATION153UNDERWRITING159EXPENSES RELATING TO THIS OFFERING168LEGAL MATTERS168EXPERTS168WHERE YOU CAN FIND ADDITIONAL INFORMATION168INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 You shoul

107、d rely on the information contained in this prospectus or in any related free writing prospectus.We have not authorizedanyone to provide you with information different from that contained in this prospectus or in any related free writing prospectus.Weare offering to sell,and seeking offers to buy,th

108、e ADSs only in jurisdictions where offers and sales are permitted.The informationcontained in this prospectus is accurate only as of the date of this prospectus,regardless of the time of delivery of this prospectus orof any sale of the ADSs.Neither we nor the underwriters have taken any action to pe

109、rmit a public offering of the ADSs outside the United States or to permitthe possession or distribution of this prospectus or any filed free-writing prospectus outside the United States.Persons outside theUnited States who come into possession of this prospectus or any filed free writing prospectus

110、must inform themselves about andobserve any restrictions relating to the offering of the ADSs and the distribution of this prospectus or any filed free-writingprospectus outside the United States.Until ,2024(the 25th day after the date of this prospectus),all dealers that buy,sell or trade ADSs,whet

111、her or notparticipating in this offering,may be required to deliver a prospectus.This is in addition to the dealers obligation to deliver aprospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.i PROSPECTUS SUMMARY This summary highlights certain informat

112、ion contained elsewhere in this prospectus.You should read the entire prospectus carefully,including our financial statements and related notes and the risks described under“Risk Factors.”Our actual results and futureevents may differ significantly based upon a number of factors.The reader should no

113、t put undue reliance on the forward-lookingstatements in this document,which speak only as of the date on the cover of this prospectus.Overview Established in 2016,we,through our Operating Entities,are a technology driven renewable resources recycling company and systemprovider and,according to the

114、CIC Report,the largest waste household appliance recycling platform in China with a market share ofapproximately 1.04%in 2023,recycling approximately 21.8 million units of waste household appliances since our inception toDecember 31,2023.We purchase and sell recycled renewable resources,primarily wa

115、ste ferrous metals and waste householdappliances,and provide our renewable resources recycling platform and services based on an O2O(Online to Offline)model throughonline applications and offline sites.We believe that we are positioned as an innovative driving force in the traditional recyclingbusin

116、ess,leading the digitization of recycling ecosystems in China.Our goal is to establish comprehensive,digitized,andstandardized waste recycling services,covering all categories of recyclable materials.Our first operating subsidiary in China,ABGreen Shenzhen,was founded in 2016,and in 2017,we launched

117、 our proprietarytechnology software and applications Boolv ShouShou and Boolv Collect.Currently,more than 60,000 electrical and electronicappliance sales personnel are registered in our mini-program Boolv ShouShou and provide waste household appliances and consumerelectronics source information.More

118、 than 33,000 third-party recycling personnel who perform on-site collection of renewableresources are registered in our Boolv Collect app,which allows registered recycling personnel to bid for and accept recycling ordersby connecting with suppliers on our renewable resources recycling online system.

119、In 2020,we launched our Boolv Sorting Centerapp for sourcing information on collection,inventory management,and settlement systems.The app is now used in third-partyrecycling stations,transit yards,and sorting centers,in addition to our sorting center.In 2021,we launched our recycling and disposal o

120、f waste metallic resources business,which developed rapidly and became therecycling category that contributed to the largest percentage of our revenue in fiscal years 2022 and 2023.Our business scopecurrently includes waste metallic resource recycling,waste household appliances recycling,consumer el

121、ectronics recycling,as wellas downstream services such as waste household appliances and waste consumer electronics dismantling and disposal.Our mainrevenue is generated from waste metallic resources and waste household appliances.In 2022 and 2023,our revenues reached RMB3.0 billion and RMB 4.0 bill

122、ion(US$0.6 billion),respectively,with a year-over-year growth of 34.6%in 2023 compared to 2022.Our Competitive Strengths Extensive Nationwide Recycling Network:We have established a renewable resources recycling network covering morethan 500 cities(including county-level cities).Our network includes

123、 approximately 2,970 third-party recycling stations andmore than 33,000 registered recycling personnel.This capability allows end-to-end coverage for connecting the upstreamsuppliers to the downstream second-hand sales platforms and markets and dismantling and disposal enterprises.We believeour netw

124、ork offers us four major advantages:Efficient Recycling:We allow complete on-site collection within 24 hours after users/suppliers place their ordersfor recycling,greatly improving service efficiency and establishing a leading competitive edge in nationwiderecycling services in China.1 Effective Sou

125、rcing of Supply:Leveraging the recycling service capabilities of our recycling network,we haveaccess to a vast supply of waste products nationwide,enabling us to establish a leading supply capacity.Full Category Business Expansion:With our existing network of third-party recycling stations,transfer

126、yards,andsorting centers,we can efficiently expand our services to include other recycling categories,such as plastic wasterecycling and textile waste recycling,thereby increasing revenue and profitability.Cost Reduction and Efficiency Enhancement:Through strategic supply partnerships with over 15 d

127、ownstreamwaste dismantling and disposal companies and more than 10 steel production companies,we ensure seamlessintegration of the entire life cycle of renewable resources,from collection to disposal and dismantling.Tech-Driven Innovations:Through a combination of internet technology and offline rec

128、ycling networks,we have created adigitized recycling ecosystem comprising:Boolv ShouShou for collection of recycling information from registered users;Boolv Collect for convenient door-to-door recycling used by recycling personal;and Boolv Sorting Center for refined classification of the recycled it

129、ems used by recycling station,transit yard,andsorting center personnel to manage the collected renewable resources.Industry-Leading Traceability System for Renewable Resources:Our system provides key information such as productdetails,sources,destinations,and sales records,which are recorded data in

130、 the system,and technical support.Our systemenables unique Environmental,Social,and Corporate Governance(“ESG”)traceability capabilities for renewable resourcesrecycling and monitors and traces different processes of every business unit.Our objective is to collectively enhancecorporate,environmental

131、,and social value.We use our Boolv ShouShou mini-program to collect recycling information,including order sources,categories of waste,and quantity of waste.Recycling personnel will upload the collected information via the Boolv Collect mobile application.The recycling station,transit yard,and sortin

132、g center personnel use our Boolv Sorting Center mobile application to registerorder sources,categories,quantities,inventory management,and sales.We then use our Boolv Sorting Center application toallocate and sell renewable resources to the dismantling enterprises.The data collected from the above f

133、our processes formsa full lifecycle of waste household appliance products from the user to the dismantling enterprises.The Ministry of Commerce of the Peoples Republic of China invited us to share and promote this traceability system toother local governments,and we were invited by companies in the

134、same industry to share our system.Empower Business Partners and Create a Diverse Ecosystem:Given our industry knowledge and expertise as well asour business expansion and empowerment capabilities,we cooperate with numerous industry partners in the upstreamsupplier and downstream customer aspects of

135、the renewable resources recycling industry.These partners are well establishedin Chinas renewable resources recycling industry in logistics,environmental protection equipment,and dismantling anddisposal.Our Growth Strategies Our strategies aim to further grow our business as well as increase our pen

136、etration in the renewable resources recyclingindustry in China and globally.To accomplish this,we plan to leverage the strengths and capabilities of our renewable resourcesrecycling platform to achieve organic growth and to search for new opportunities to expand our renewable resources recyclingcate

137、gories and integrate additional business segments:Innovation Driven Growth Strategies:By improving our current applications and developing more widely applicabledigital tools,we plan to strengthen our technology innovation and research and development capabilities,increaseinvestments in digital tech

138、nology,and emphasize our research on data analysis,traceability management,Internet of Things(IoT)and location-based services(LBS),unique product identifiers,and digital supply chain technologies required by ourindustry.We aim to grow our user base and promote innovation and enhance capabilities of

139、our technology system andrecycling ecosystem.2 Online and Offline Customer Growth:We intend to expand our range of customer services through both online andoffline growth approaches.By establishing a larger network of third-party physical locations that integrate with our onlinesystems,we aim to cov

140、er more cities and connect with more upstream supply channels,such as towns and communities forsourcing renewable resources.We believe this approach will ultimately expand our downstream distribution channels aswell.In the next three years,we plan to add approximately 3,000 traditional offline recyc

141、ling stations and to expand to coverover 6,000 offline recycling stations.Expand Recycling Categories and Integrate Business Chain:Increasing revenue and enhancing margin are our topbusiness development priorities.We plan to continue expanding the scope of our recycling services to cover a wider ran

142、ge ofrenewable resources categories.These categories include not only waste metallic resources and waste household appliances,but also waste paper,plastic,and lithium-ion batteries.By establishing or acquiring a dismantling business,we can extendour business chain from“collection classification-resa

143、le”to include environmentally-sound dismantling.This extensionwould enable us to increase our gross profit margin,improve profitability and strengthen our value proposition in theindustry.For example,our recent investment in Hubei Jinke has expanded our business scope,including waste householdapplia

144、nce dismantling and hazardous waste disposal.We plan to increase the proportion of downstream disposal anddismantling segments in the Companys total revenue and profit,overall extending the Companys value chain.Strengthen Business Collaborations:We believe that connecting with a wider network of bus

145、iness partners is a key driverof our future growth.We plan to collaborate with major manufacturing enterprises to diversify our B2B sourcing network.Furthermore,we aim to establish partnerships with various third-party systems,including property management,appliancerepair,home cleaning,and charitabl

146、e foundations,leveraging their“at-home service”capabilities to expand our sourcingnetwork and user base.Support ESG Sustainable Growth:ESG principals have become a crucial concept for enterprises globally,and China hasimplemented policies requiring annual ESG accountability reports from companies na

147、tionwide.By supporting complianceand consistency with ESG principles in our business model,we believe we will attract more customers and businesscollaboration to support our ultimate mission of zero waste product solutions.Participation in Carbon Trading:In 2021,China launched the worlds largest car

148、bon emissions trading system,which willplay a fundamental role in reducing carbon emissions.We plan to capitalize on the data and information we collect via oursystem to accumulate carbon quotas for future profit growth by participating in international/domestic carbon markets.OnSeptember 11,2023,we

149、 have obtained a Product Carbon Footprint Certification/PCF Certification of Registration in thePRC from Auburn Inspection&Certification Group Co.,Ltd.Our Corporate History and Structure We are a Cayman Islands holding company and primarily conduct our operations in China through ABGreen Shenzhen,a

150、limitedliability company formed in the PRC in 2016.In connection with this offering,we underwent a series of restructuring of ourcorporate structure,which primarily included:On July 21,2022,CZTI Shenzhen acquired the 75%equity interests in ABGreen Shenzhen.On July 13,2023,we incorporated CZTI,our ho

151、lding company,as an exempted company with limited liability under thelaws of the Cayman Islands.On August 9,2023,we incorporated CZTI HK in Hong Kong as a wholly owned subsidiary of CZTI.On August 30,2023,we incorporated CZTI WFOE,our onshore holding company,as a wholly owned subsidiary of CZTIHK.On

152、 September 25,2023,CZTI WFOE acquired the entire equity interests in CZTI Shenzhen.3 Our current corporate structure does not contain any VIE structures in the PRC and neither we nor any of our subsidiaries have anycurrent intention of establishing any VIEs in the PRC in the future.As of the date of

153、 this prospectus,substantially all our business isconducted by ABGreen Shenzhen and its subsidiaries.Our principal executive office is located at Room 610,Block A,Bairuida Building,Banxuegang Avenue,Wanke City Community,Bantian Street,Longgang District,Shenzhen,China,518100.Our telephone number at t

154、his address is+86 0755-23485305.Ourregistered office in the Cayman Islands is located at the office of Osiris International Cayman Limited,Suite#4-210,GovernorsSquare,23 Lime Tree Bay Avenue,PO Box 32311,Grand Cayman KY1-1209,Cayman Islands.Corporate Structure The following diagram illustrates our c

155、orporate structure as of the date of this prospectus and upon completion of our initial publicoffering based on ADSs being offered:4 Summary of Risk Factors Investing in our ADSs involves a high degree of risk.Our business is subject to multiple risks and uncertainties,as more thoroughlydescribed in

156、“Risk Factors”beginning on page 16 of this prospectus and elsewhere in this prospectus.We urge you to read“RiskFactors”and this prospectus in full.Our principal risks may be summarized as follows:Risks Related to our Business and Industry We face challenges and potential setbacks due to the rapidly

157、evolving renewable resources recycling industry in China,including limited systems,absence of standards,and regulatory evolutions,which may hinder the anticipated success andacceptance of our business model.We risk impeding development and growth if we cannot meet talent recruitment needs for techno

158、logical development,expanding recycling categories,including downstream businesses,and business expansion.We risk misalignment between technological development and business plans,potentially hindering our current growth andstrategies if enhanced compatibility and functionality in digital systems,IT

159、 capabilities,traceability management,andfinancial inventory systems are not achieved.We face market risks in implementing our business strategy,including renewable resources recycling category expansionand downstream operations expansion.If we are unable to carefully evaluate our investment,market

160、risks,and optimizationof production and operational management while expanding,our business,financial condition and results of operations maybe materially and adversely affected.The potential deterioration of our relationships with business partners in the renewable resources recycling value chainpo

161、ses a risk of adverse effects on our business prospects and operations.We have negative net cash flows from operating activities,which may continue in the future.The differences between our merchandise costs and sales of renewable resources and the fees we charge related to serviceson our online sys

162、tem may fluctuate or decline in the future.Any material decrease in such price differences or fees wouldharm our business,financial condition and results of operations.Our expansion into new renewable resources recycling categories and the offering of new services may expose us to newchallenges and

163、more risks.Any failure to obtain or renew certain filings,approvals,licenses,permits and certificates required for our businessoperations may materially and adversely affect our business,financial condition and results of operations.Risks Related to Doing Business in the PRC The approval,filing or o

164、ther requirements of the China Securities Regulatory Commission or other PRC governmentauthorities may be required in connection with this offering under PRC law.Any failure of fully complying with theapproval,filing or other requirements may completely hinder our ability to offer our ADSs,cause sig

165、nificant disruption toour business operations,and severely damage our reputation,which would materially and adversely affect our financialcondition and results of operations.See“Risk Factors Risks Related to Doing Business in the PRC The approval,filingor other requirements of the China Securities R

166、egulatory Commission or other PRC government authorities may be requiredin connection with this offering under PRC law.Any failure of fully complying with the approval,filing or otherrequirements may completely hinder our ability to offer our ADSs,cause significant disruption to our business operati

167、ons,and severely damage our reputation,which would materially and adversely affect our financial condition and results ofoperations.”beginning on page 30 of this prospectus.Adverse changes in economic,political and social conditions of the PRC government could have a material adverse effecton our bu

168、siness,financial condition and results of operations and may result in our inability to sustain our growth andexpansion strategies.See“Risk Factors Risks Related to Doing Business in the PRC Adverse changes in economic,political and social conditions of the PRC government could have a material adver

169、se effect on our business,financialcondition and results of operations and may result in our inability to sustain our growth and expansion strategies.”beginning on page 31 of this prospectus.The recent policy pronouncements by the PRC government regarding business activities of U.S.-listed PRC busin

170、esses maynegatively impact our Hong Kong subsidiary.The interpretation and enforcement of PRC laws,rules and regulations may be subject to change,and changes in policies,laws,rules and regulations in the PRC could adversely affect us.Furthermore,we are subject to extensive and evolving legaldevelopm

171、ent,non-compliance with which,or changes in which,may materially and adversely affect our business andprospects,and may result in a material change in our operations and/or the value of our ADSs or could significantly limit orcompletely hinder our ability to offer or continue to offer securities to

172、investors and cause the value of our securities tosignificantly decline or be worthless.See“Risk Factors Risks Related to Doing Business in the PRC The interpretationand enforcement of PRC laws,rules and regulations may be subject to change,and changes in policies,laws,rules andregulations in the PR

173、C could adversely affect us.Furthermore,we are subject to extensive and evolving legal development,non-compliance with which,or changes in which,may materially and adversely affect our business and prospects,and mayresult in a material change in our operations and/or the value of our ADSs or could s

174、ignificantly limit or completely hinderour ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline orbe worthless.”beginning on page 32 of this prospectus.5 Because we operate in mainland China,the Chinese government has significan

175、t authority to oversee and regulate theconduct of our subsidiaries business and may intervene or influence their operations,including that of our PRC subsidiaries,at any time,which could result in a material adverse change in our business and operations,prospects,financial condition,and results of o

176、perations,and the value of our securities.Changes in the policies,regulations,rule,and the enforcement oflaws of the Chinese government may also be implemented quickly with little advance notice,and the Chinese governmentmay exert more control over offerings conducted overseas or investments in Chin

177、a-based issuers,which could result inmaterial changes in operations and/or the value of the securities we are registering for sale.Any actions by the Chinesegovernment to exert more oversight and control over offerings that are conducted overseas and/or foreign investment and/oroperations in China-b

178、ased issuers could significantly change our operations,limit or completely hinder our ability to offer orcontinue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.See“Risk Factors Risks Related to Doing Business in the PRC Because we op

179、erate in mainland China,the Chinesegovernment has significant authority to oversee and regulate the conduct of our subsidiaries business and may intervene orinfluence their operations,including that of our PRC subsidiaries,at any time,which could result in a material adversechange in our business an

180、d operations,prospects,financial condition,and results of operations,and the value of oursecurities.Changes in the policies,regulations,rule,and the enforcement of laws of the Chinese government may also beimplemented quickly with little advance notice,and the Chinese government may exert more contr

181、ol over offeringsconducted overseas or investments in China-based issuers,which could result in material changes in operations and/or thevalue of the securities we are registering for sale.Any actions by the Chinese government to exert more oversight andcontrol over offerings that are conducted over

182、seas and/or foreign investment and/or operations in China-based issuerscould significantly change our operations,limit or completely hinder our ability to offer or continue to offer securities toinvestors and cause the value of such securities to significantly decline or be worthless.”beginning on p

183、age 32 of thisprospectus.Recent oversight by the CAC over data security,particularly for companies seeking to list on a foreign exchange,and avariety of laws and other obligations regarding data protection to which we are subject,could adversely impact our businessand our offering.PRC regulations re

184、lating to the establishment of offshore special purpose companies by PRC residents may subject us toliability or penalties,limit our ability to inject capital into our PRC subsidiaries,limit our ability to increase their registeredcapital or distribute profits to us,or may otherwise adversely affect

185、 us.We may rely on dividends and other distributions on equity paid by the Operating Entities to fund any cash and financingrequirements we may have,and any limitation on the ability of our PRC/Hong Kong subsidiaries to make payments to usand our investors could have a material and adverse effect on

186、 our ability to conduct our business.See Risk Factors RisksRelated to Doing Business in the PRC We may rely on dividends and other distributions on equity paid by the OperatingEntities to fund any cash and financing requirements we may have,and any limitation on the ability of our PRC/Hong Kongsubsi

187、diaries to make payments to us and our investors could have a material and adverse effect on our ability to conductour business.”beginning on page 34 of this prospectus.You may experience difficulties in effecting service of legal process,enforcing foreign judgments or bringing actions inChina again

188、st us or our management named in the prospectus based on foreign laws.The Hong Kong legal system embodies uncertainties which could limit the availability of legal protections.Our Hong Kong subsidiary is subject to Hong Kong laws and regulations regarding data security,which could subject themto gov

189、ernment enforcement actions and investigations,fines,penalties,and suspension or disruption of their operations.Risks Related to Our Corporate Structure and Operations We are a foreign private issuer within the meaning of the rules under the Exchange Act,and as such we are exempt fromcertain provisi

190、ons applicable to U.S.domestic public companies.As a company incorporated in the Cayman Islands,we are permitted to adopt certain home country practices in relation tocorporate governance matters that differ significantly from the Nasdaq listing standards.These practices may afford lessprotection to

191、 shareholders than they would enjoy if we complied fully with corporate governance listing standards.We will incur increased costs as a result of being a public company,particularly after we cease to qualify as an“emerginggrowth company.”We may lose our foreign private issuer status in the future,wh

192、ich could result in significant additional costs and expenses.The obligation to disclose information publicly may put us at a disadvantage to competitors that are private companies.We are a“controlled company”within the meaning of the Nasdaq listing standards and,as a result,will qualify for,andinte

193、nd to rely on,exemptions from certain corporate governance requirements.You will not have the same protectionsafforded to shareholders of companies that are subject to such requirements.Risks Related to the ADSs and this Offering Our ADSs will be prohibited from trading in the United States under th

194、e Holding Foreign Companies Accountable Act,orthe HFCAA,if it is later determined that the PCAOB is unable to inspect and investigate completely our auditor.Thedelisting of and prohibition from trading our ADSs,or the threat of their being delisted and prohibited from trading,maycause the value of o

195、ur ADSs to significantly decline or be worthless.There has been no public market for the ADSs prior to this offering,and you may not be able to resell the ADSs at or abovethe price you paid,or at all.Our dual-class voting structure will limit your ability to influence corporate matters and could dis

196、courage others frompursuing any change of control transactions that holders of our Class A ordinary shares and the ADSs may view asbeneficial.If we fail to establish and maintain proper internal financial reporting controls,our ability to produce accurate financialstatements or comply with applicabl

197、e regulations could be impaired.Certain recent initial public offerings of companies with smaller public floats have experienced extreme stock price run-upsfollowed by rapid price declines and stock price volatility seemingly unrelated to company performance.If such volatilitywere to occur to us it

198、may prove difficult for prospective investors to assess the rapidly changing value of our ADSs.6 Cash Transfers and Dividend Distributions As of the date of this prospectus,our Cayman Islands holding company has not declared or paid dividends,made distributions,ortransferred assets to its subsidiari

199、es or to investors in the past,nor have any dividends,distributions or asset transfers been made byany PRC subsidiary to CZTI HK and/or the Cayman Islands holding company.For the years ended December 31,2022 and 2023,ourPRC subsidiaries declared dividends of RMB4.2 million and RMB nil to their PRC n

200、oncontrolling shareholders,respectively.For the years ended December 31,2021,2022 and 2023,there was no cash transfer among our Cayman Islands holding company,CZTI HK and our PRC subsidiaries.As of the date of this prospectus,our Cayman Islands holding company made capitalcontribution of RMB2 millio

201、n(US$0.26 million)to CZTI HK and provided a working capital loan of RMB1 million(US$0.19million)to CZTI HK in January 2024.CZTI HK further made capital contributions of RMB3 million(US$0.42 million)to CZTIWFOE in January 2024.Our board of directors has complete discretion on whether to distribute di

202、vidends,subject to applicable laws.U.S.investors will notbe subject to Cayman Islands taxation on dividend distributions,and no withholding will be required on the payment of dividends ordistributions to them while they may be subject to U.S.federal income tax.Our Cayman Islands holding company may

203、be classifiedas a“resident enterprise”of China.This classification could result in unfavorable tax consequences to us and our non-PRCshareholders and dividends paid by us may be subject to PRC withholding tax.See“TaxationUnited States federal income taxconsiderationsDividends and Other Distributions

204、 on the ADSs or Ordinary Shares.”We do not have any current plan to declare orpay any cash dividends on our ordinary shares in the foreseeable future after this offering.See“Risk Factors Risks related to theADSs and this Offering We currently do not expect to pay dividends in the foreseeable future

205、after this offering and you must relyon price appreciation of our ADSs for return on your investment”beginning on page 47 of this prospectus.Subject to certain contractual,legal,and regulatory restrictions,cash and capital contributions may be transferred among our CaymanIslands holding company,CZTI

206、 HK and our PRC subsidiaries.If needed,our Cayman Islands holding company can transfer cash toCZTI HK and our PRC subsidiaries through loans and/or capital contributions,and our PRC subsidiaries can transfer cash to CZTIHK and our Cayman Islands holding company through loans and/or issuing dividends

207、 or other distributions.There are currently norestrictions of transferring funds between our Cayman Islands holding company and CZTI HK.There are limitations on the ability totransfer cash between the Cayman Islands holding company and the PRC subsidiaries.Cash transfers from the Cayman Islandsholdi

208、ng company to the PRC subsidiaries are subject to the applicable PRC laws and regulations on loans and direct investment.See“Risk Factors Risks Related to Doing Business in the PRC PRC regulations of loans and direct investment by offshore holdingcompanies to the PRC subsidiaries may delay or preven

209、t us from using the proceeds of our offshore financing to make loans oradditional capital contributions to the PRC subsidiaries,which could materially and adversely affect our liquidity and business”beginning on page 35 of this prospectus.If any of the PRC subsidiaries incurs debt on their own behal

210、f in the future,the instrumentsgoverning such debt may restrict their ability to pay dividends to us.Dividends from our PRC subsidiaries to CZTI HK and theCayman Islands holding company are subject to the current PRC regulations,which permit the PRC subsidiaries to pay dividends totheir shareholders

211、 only out of their accumulated profits,if any,determined in accordance with PRC accounting standards andregulations.Cash transfers from our PRC subsidiaries to CZTI HK and the Cayman Islands holding company are subject to therestrictions on the remittance of Renminbi into and out of China and govern

212、mental control of currency conversion.Additionally,tothe extent cash or assets in the business is in China or a Chinese operating entity,the funds or assets may not be available to fundoperations or for other use outside of China.See“Risk Factors Risks Related to Doing Business in the PRC We may rel

213、y ondividends and other distributions on equity paid by the Operating Entities to fund any cash and financing requirements we may have,and any limitation on the ability of our PRC/Hong Kong subsidiaries to make payments to us and our investors could have a materialand adverse effect on our ability t

214、o conduct our business”beginning on page 34 of this prospectus.See also“Risk Factors RisksRelated to Doing Business in the PRC Restrictions on the remittance of Renminbi into and out of China and governmental controlof currency conversion may limit our ability to pay dividends and other obligations

215、and affect the value of your investment”beginning on page 36 of this prospectus.As of the date of this prospectus,we have not maintained any cash management policies that dictate the purpose,amount,andprocedure of fund transfers among our Cayman Islands holding company,our subsidiaries,or investors.

216、Rather,the funds can betransferred in accordance with the applicable laws and regulations.7 Recent PRC Regulatory Developments Recently,the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areasin China,including cracking down on illeg

217、al activities in the securities market,implementing supervision over China-basedcompanies listed overseas using a variable interest entity structure(“VIE”),adopting new measures to extend the scope ofcybersecurity reviews,and expanding the efforts in anti-monopoly enforcement.Measures for Cybersecur

218、ity Review On December 28,2021,the CAC,and several other regulatory authorities in China jointly promulgated the Measures forCybersecurity Review,which came into effect on February 15,2022.Pursuant to the Measures for Cybersecurity Review,(i)wherethe relevant activity affects or may affect national

219、security,a“critical information infrastructure operator,”or a CIIO,that purchasesnetwork products and services,or an internet platform operator that conducts data process activities,shall be subject to thecybersecurity review,(ii)an application for cybersecurity review shall be made by an issuer who

220、 is an internet platform operatorholding personal information of more than one million users before such issuer applies to list its securities on a foreign stockexchange,and(iii)relevant governmental authorities in the PRC may initiate cybersecurity review if they determine an operatorsnetwork produ

221、cts or services or data processing activities affect or may affect national security.As advised by our PRC legal counsel,Zhong Lun Law Firm,as of the date of this prospectus,we are not required to declare acybersecurity review with the CAC,according to the Measures for Cybersecurity Review,since we

222、are not an online platformoperator carrying out data processing activities that affect or may affect national security,and currently do not have over one millionusers personal information and do not anticipate that we will be collecting over one million users personal information in theforeseeable f

223、uture,which we understand might otherwise subject us to the Measures for Cybersecurity Review.As of the date of thisprospectus,we have not received any notice from any authorities identifying us as CIIOs or requiring us to undergo a cybersecurityreview or network data security review by the CAC.CSRC

224、 Filing Required for the Listing of Our ADSs On February 17,2023,the CSRC issued the Trial Administrative Measures of Overseas Securities Offering and Listing by DomesticEnterprises,or the Trial Measures,which became effective on March 31,2023.On the same date of the issuance of the TrialMeasures,th

225、e CSRC circulated No.1 to No.5 Supporting Guidance Rules,the Notes on the Trial Measures,the Notice onAdministration Arrangements for the Filing of Overseas Listings by Domestic Enterprises and the relevant CSRC Answers toReporter Questions on the official website of the CSRC,together with the Trial

226、 Measures,the Overseas Listing Filing Rules.Underthe Overseas Listing Filing Rules,(i)domestic companies that seek to offer or list securities overseas,both directly and indirectly,should fulfill the filing procedures with the CSRC;if a domestic company fails to complete the filing procedures,such d

227、omesticcompany may be subject to administrative penalties;and(ii)where a domestic company seeks to indirectly offer and list securities inan overseas market,the issuer shall designate a major domestic operating entity responsible for all filing procedures with the CSRC,and such filings shall be subm

228、itted to the CSRC within three business days after the submission of the overseas offering and listingapplication.On February 24,2023,the CSRC,Ministry of Finance of the PRC,National Administration of State Secrets Protection and NationalArchives Administration of China jointly issued the Provisions

229、 on Strengthening the Confidentiality and Archive Management WorkRelating to the Overseas Securities Offering and Listing,or the“Confidentiality Provisions”,which came into effect on March 31,2023,with the Trial Measures.The Confidentiality Provisions require that,among other things,(i)a domestic co

230、mpany that plans to,either directly or through its overseas listed entity,publicly disclose or provide to relevant individuals or entities including securitiescompanies,securities service providers and overseas regulators,any documents and materials that contain state secrets or workingsecrets of go

231、vernment agencies,shall first obtain approval from competent authorities according to law,and file with the secrecyadministrative department at the same level;and(ii)domestic company that plans to,either directly or through its overseas listedentity,publicly disclose or provide to relevant individua

232、ls and entities including securities companies,securities service providers andoverseas regulators,any other documents and materials that,if leaked,will be detrimental to national security or public interest,shallstrictly fulfill relevant procedures stipulated by applicable national regulations.For

233、more details of the Overseas Listing Filing Rulesand the Confidentiality Provisions,please refer to“Regulations Regulations Relating to Overseas Listing.”According to the Overseas Listing Filing Rules,we are required to submit the filing application to the CSRC within three businessdays after our su

234、bmission of application for any overseas initial public offering and listing and complete the filing procedure beforeour overseas initial public offering and listing.We have submitted a filing with the CSRC with respect to our overseas initial publicoffering and listing on November 20,2023.On May 30

235、,2024,the CSRC published a Filing Completion Notice on the CSRCsofficial website(“Filing Completion Notice”),confirming that we have completed the filing procedures with the CSRC under theTrial Measures.Upon completion of the CSRC filing procedures,which was evidenced by the Filing Completion Notice

236、,we havefulfilled the CSRCs requirements regarding our overseas offering and listing under the Trial Measures.However,from the date ofissuance of the Filing Completion Notice to the completion of this offering,if we experience any material or significant events thatmay cause(i)a major change to the

237、main business or business license qualifications of the PRC Subsidiaries;(ii)a major change ofcontrol or equity structure;and(iii)a major adjustment to the offering and listing plan which includes but are not limited to changesof the listing place,possible changes of control after the adjustment of

238、the offering plan,and increases in the proportion of shares tobe issued,we shall update the filing documents with the CSRC within three business days.Additionally,upon completion of thisoffering,we shall report the offering information to the CSRC within 15 business days.If a violation of the forego

239、ing and relatedregulations occurs,the CSRC may order rectification,issue warnings,and impose a fine between RMB 1 million and RMB10 million on our PRC Subsidiaries,which could adversely and materially affect our business operations and financial outlook,andsignificantly limit or completely hinder ou

240、r ability to offer or continue to offer our ADSs to investors and could cause the value of ourADSs to significantly decline or such shares to become worthless.Additionally,if we do not obtain the permissions and approvals ofthe filing procedure for any subsequent offering in a timely manner under PR

241、C laws and regulations,we may be subject toinvestigations by competent PRC regulators,fines or penalties,ordered to suspend our relevant operations and rectify any non-compliance,prohibited from engaging in relevant business or conducting any offering,and these risks could result in a materialadvers

242、e change in our operations,limit our ability to offer or continue to offer securities to investors,or cause such securities tosignificantly decline in value or become worthless.Any failure of fully complying with the approval,filing or other requirementsmay completely hinder our ability to offer and

243、 list our ADSs,cause significant disruption to our business operations,and severelydamage our reputation,which would materially and adversely affect our financial condition and results of operations.For details ofthe associated risks,see“Risk Factors Risks Related to Doing Business in the PRC The ap

244、proval,filing or other requirements ofthe China Securities Regulatory Commission or other PRC government authorities may be required in connection with this offeringunder PRC law.Any failure of fully complying with the approval,filing or other requirements may completely hinder our ability tooffer o

245、ur ADSs,cause significant disruption to our business operations,and severely damage our reputation,which would materiallyand adversely affect our financial condition and results of operations.”Additionally,our PRC subsidiaries are required to obtain business licenses from competent PRC authorities t

246、o operate our business.See“Risk Factors Risks Related to Our Business and Industry Any failure to obtain or renew certain filings,approvals,licenses,permits and certificates required for our business operations may materially and adversely affect our business,financialcondition and results of operat

247、ions.”beginning on page 24 and see also“Regulations”beginning on page 97 of this prospectus.As of the date of this prospectus,(1)we and our PRC subsidiaries have received from PRC authorities the requisite operationlicenses,permissions or approvals needed to engage in the businesses currently conduc

248、ted in China,and no permission or approvalhas been denied,and(2)we have not received any formal notice,warning,sanction,or objection from the CSRC with respect to thelisting of our ADSs.However,there can be no assurance that the relevant PRC governmental authorities,including the CSRC,would reach th

249、e sameconclusion as us,or that the CSRC,CAC or any other PRC governmental authorities would not promulgate new rules or newinterpretation of current rules(with retrospective effect)to require us to obtain CAC,or other PRC governmental approvals for thisoffering.If we(i)do not receive or maintain our

250、 requisite permissions or approvals,(ii)inadvertently concluded that suchpermissions or approvals are not required,or(iii)applicable laws,regulations,or interpretations change and we are required to obtainsuch permissions or approvals in the future,our ability to offer or continue to offer our ADSs

251、to investors could be significantlylimited or completed hindered,which could cause the value of our ADSs to significantly decline or become worthless.We may alsoface sanctions by the CSRC,the CAC or other PRC regulatory agencies.These regulatory agencies may impose fines,penalties,limitour operation

252、s in China,or take other actions that could have a material adverse effect on our business,financial condition,results ofoperations and prospects,as well as the trading price of our securities.See“Risk Factors”beginning on page 16 to read about factorsyou should consider before buying our ADSs.8 Imp

253、lication of the Holding Foreign Companies Accountable Act The Holding Foreign Companies Accountable Act,or the HFCAA,was enacted on December 18,2020,and was amended by theConsolidated Appropriations Act,2023 enacted on December 29,2022.The amended HFCAA states if the SEC determines that wehave filed

254、 audit reports issued by a registered public accounting firm that has not been subject to inspection by the PCAOB for twoconsecutive years,the SEC shall prohibit our ADSs from being traded on a national securities exchange or in the over-the-countertrading market in the United States.The Consolidate

255、d Appropriations Act,2023 reduced the number of consecutive non-inspectionyears required for triggering the prohibitions under the HFCAA from three years to two years.The PCAOB issued a DeterminationReport on December 16,2021(the“Determination Report”)which found that the PCAOB was unable to inspect

256、 or investigatecompletely registered public accounting firms headquartered in mainland China and Hong Kong because of a position taken by oneor more authorities in those jurisdictions.Furthermore,the Determination Report identified the specific registered public accountingfirms which are subject to

257、these determinations(“PCAOB Identified Firms”).Our auditor,Marcum Asia,the independent registeredpublic accounting firm that issues the audit report included elsewhere in this prospectus,as an auditor of companies that are tradedpublicly in the United States and a firm registered with the PCAOB,is s

258、ubject to laws in the U.S.pursuant to which the PCAOBconducts regular inspections to assess its compliance with the applicable professional standards.Marcum Asia is headquartered inNew York,New York,and,as of the date of this prospectus,was not included in the list of PCAOB Identified Firms in theDe

259、termination Report.On December 15,2022,the PCAOB issued a report that vacated its December 16,2021,determination andremoved mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completelyregistered public accounting firms.Each year,the PCAOB will d

260、etermine whether it can inspect and investigate audit firms in mainland China and Hong Kong,amongother jurisdictions.If the PCAOB determines in the future that it no longer has full access to inspect and investigate accounting firmsin mainland China and Hong Kong and we use an accounting firm headqu

261、artered in one of these jurisdictions to issue an audit reporton our financial statements filed with the SEC,we would be identified as a“Commission-Identified Issuer”following the filing ofthe annual report on Form 20-F for the relevant fiscal year.There can be no assurance that we would not be iden

262、tified as a“Commission-Identified Issuer”for any future fiscal year,and if we were so identified for two consecutive years,we would becomesubject to the prohibition on trading under the HFCAA.The delisting of our ADSs,or the threat of their being delisted,maymaterially and adversely affect the value

263、 of your investment.These risks could result in a material adverse change in our operationsand the value of our ADSs,significantly limit or completely hinder our ability to offer or continue to offer securities to investors orcause the value of such securities to significantly decline or become wort

264、hless.For more details,see“Risk Factors Risks Relatedto Our ADSs and This Offering Our ADSs will be prohibited from trading in the United States under the Holding ForeignCompanies Accountable Act,or the HFCAA,if it is later determined that the PCAOB is unable to inspect and investigate completelyour

265、 auditor.The delisting of and prohibition from trading our ADSs,or the threat of their being delisted and prohibited from trading,may cause the value of our ADSs to significantly decline or be worthless”beginning on page 43 of this prospectus.Corporate Information Our principal executive offices are

266、 located at Room 610,Block A,Bairuida Building,Banxuegang Avenue,Wanke City Community,Bantian Street,Longgang District,Shenzhen,China,518100,and our telephone number is+86 0755-23485305.Our website ishttps:/.Information contained on,or available through,our website does not constitute part of,and is

267、 not deemedincorporated by reference into,this prospectus.Our registered office in the Cayman Islands is located at the office of OsirisInternational Cayman Limited,Suite#4-210,Governors Square,23 Lime Tree Bay Avenue,PO Box 32311,Grand Cayman KY1-1209,Cayman Islands.Our agent for service of process

268、 in the United States is .Implications of Being an Emerging Growth Company As a company with less than US$1.235 billion in revenue during our last fiscal year,we qualify as an“emerging growth company”as defined in the Jumpstart Our Business Startups Act of 2012,as amended(the“JOBS Act”).For as long

269、as we remain an emerginggrowth company,we may rely on exemptions from some of the reporting requirements applicable to public companies that are notemerging growth companies.As an emerging growth company,we:may present only two years of audited financial statements and only two years of related Mana

270、gements Discussion andAnalysis of Financial Condition and Results of Operations,or“MD&A”;9 are not required to provide a detailed narrative disclosure discussing our compensation principles,objectives and elementsand analyzing how those elements fit with our principles and objectives,which is common

271、ly referred to as“compensationdiscussion and analysis”;are not required to obtain an attestation and report from our auditors on our managements assessment of our internal controlover financial reporting pursuant to the Sarbanes-Oxley Act of 2002;are not required to obtain a non-binding advisory vot

272、e from our shareholders on executive compensation or goldenparachute arrangements(commonly referred to as the“say-on-pay,”“say-on frequency”and“say-on-golden-parachute”votes);are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and chiefexecutive

273、 officer pay ratio disclosure;are eligible to claim longer phase-in periods for the adoption of new or revised financial accounting standards under 107 ofthe JOBS Act;and will not be required to conduct an evaluation of our internal control over financial reporting until our second annual reporton F

274、orm 20-F following the effectiveness of our initial public offering.We intend to take advantage of all reduced reporting requirements and exemptions,including the longer phase-in periods for theadoption of new or revised financial accounting standards under 107 of the JOBS Act.Our election to use th

275、e phase-in periods maymake it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growthcompanies that have opted out of the phase-in periods under 107 of the JOBS Act.Under the JOBS Act,we may take advantage of the above-described reduced repor

276、ting requirements and exemptions until we nolonger meet the definition of an emerging growth company.We will remain an emerging growth company until the earliest of(a)thelast day of the fiscal year during which we have total annual gross revenues of at least US$1.235 billion;(b)the last day of our f

277、iscalyear following the fifth anniversary of the completion of this offering;(c)the date on which we have,during the preceding three-yearperiod,issued more than US$1.0 billion in non-convertible debt;or(d)the date on which we are deemed to be a“large acceleratedfiler”under the United States Securiti

278、es Exchange Act of 1934,as amended(the“Exchange Act”),which would occur if the marketvalue of our ADSs that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completedsecond fiscal quarter.Once we cease to be an emerging growth company,we will not be

279、entitled to the exemptions provided in theJOBS Act discussed above.Foreign Private Issuer Status We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934,as amended(the“Exchange Act”).As such,we are exempt from certain provisions applicable to United

280、States domestic public companies.Forexample:we are not required to provide as many Exchange Act reports,or as frequently,as a domestic public company;for interim reporting,we are permitted to comply solely with our home country requirements,which are less rigorous thanthe rules that apply to domesti

281、c public companies;we are not required to provide the same level of disclosure on certain issues,such as executive compensation;we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of materialinformation;we are not required to comply with the s

282、ections of the Exchange Act regulating the solicitation of proxies,consents,orauthorizations in respect of a security registered under the Exchange Act;and we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their shareownership and trading

283、activities and establishing insider liability for profits realized from any“short-swing”tradingtransaction.10 Commonly Used Defined Terms “ABGreen AnKang”refers to Ankang ABGreen Environmental Protection Technology Co.Ltd.,a limited liability companyestablished under the laws of China,in which ABGre

284、en Shenzhen owns a 51%equity interest;“ABGreen Beijing”refers to Beijing ABGreen Environmental Technology Co.,Ltd.,a company established in the PRC withlimited liability,in which ABGreen Shenzhen owns a 51%equity interest;“ABGreen Fuyang”refers to ABGreen(Fuyang)Environmental Protection Technology C

285、o.,Ltd.,a company established in thePRC with limited liability,in which ABGreen Shenzhen owns a 51%equity interest;“ABGreen Shenzhen”refers to Shenzhen ABGreen Environmental Protection Technology Co.,Ltd.,a company established inthe PRC with limited liability,in which CZTI Shenzhen owns a 75%equity

286、interest;“ABGreen Shenzhen RSC”refers to Shenzhen ABGreen Reverse Supply Chain Co.,Ltd.,a company established in the PRCwith limited liability,in which ABGreen Shenzhen owns a 51%equity interest;“ADRs”refers to the American depositary receipts,which,if issued,evidence the ADSs;“ADSs”refers to the Am

287、erican depositary shares,each representing Class A ordinary shares;“CAGR”refers to Compound Annual Growth Rate;“China”or the“PRC”for the purposes of this prospectus only herein refers to the Peoples Republic ofChina,excluding Taiwan and the special administrative regions of Hong Kong and Macau;“Clas

288、s A ordinary shares”refer to the Class A ordinary shares of CZTI,par value US$0.00001 per share;“Class B ordinary shares”refer to the Class B ordinary shares of CZTI,par value US$0.00001 per share;“CZTI”refers to Carbon Zero Technologies International Inc.,a Cayman Islands company,and“we”,“us”,“our”

289、,“theCompany”refer to CZTI,its 100%owned direct subsidiary,Carbon Zero Technologies(Hong Kong)Limited,Beijing BgreenTechnology Development Co.,Ltd,Shenzhen Green Blue Environmental Protection Technology Co.,Ltd.,Shenzhen CarbonZero Technology Co.,Ltd and its Operating Entities;“CZTI HK”refers to Car

290、bon Zero Technologies(Hong Kong)Limited,a limited company organized under the laws of HongKong and a wholly owned subsidiary of CZTI;“CZTI Shenzhen”refers to Shenzhen Carbon Zero Technology Co.Ltd,a company established in the PRC with limitedliability,which is a wholly owned subsidiary of CZTI WFOE;

291、“CZTI WFOE”or“WFOE”refers to Beijing Bgreen Technology Development Co.Ltd,a company established in the PRCwith limited liability,which is a wholly owned subsidiary of CZTI HK;“Hubei Jinke”refers to Hubei Jinke Environmental Protection Technology Co.,Ltd.,a joint-stock company established in thePRC w

292、ith limited liability,in which ABGreen Shenzhen owns an 8.5%equity interest;“Jinyou Metal”refers to Henan Jinyou Metal Technology Co.Ltd.,a company established in the PRC with limited liability,inwhich ABGreen Shenzhen owns a 51%equity interest;“Operating Entities”refers to ABGreen Shenzhen and its

293、subsidiaries,which control all of our business operational activities;“PRC subsidiaries”refers to CZTI WFOE and its subsidiaries,including the Operating Entities,Xieguan Tonglian and itssubsidiaries,and Shenzhen Chuangzhiyuan;11 “Renewable resources recycling”refers to the process of collecting,sort

294、ing,processing,and reusing renewable materialsgenerated in the process of social production and consumption,the three major categories of which are metallic resources,non-metallic resources,and waste electrical and electronic equipment;“RMB”or“Renminbi”refers to the legal currency of China;“Shandong

295、 Jinyou”refers to Shandong Jinyou Metal Technology Co.Ltd.,a company established in the PRC with limitedliability,in which Jinyou Metal owns a 60%equity interest;“Shenzhen Green Blue”refers to Shenzhen Green Blue Environmental Protection Technology Co.,Ltd.,a companyestablished in the PRC with limit

296、ed liability,which is a wholly owned subsidiary of CZTI Shenzhen.Currently,Shenzhen GreenBlue has not engaged in any business activity;“Shenzhen Yize”refers to Shenzhen Yize Environmental Protection Technology Co.,Ltd,a company established in the PRCwith limited liability,which is a wholly owned sub

297、sidiary of Xieguan Tonglian.Currently,Shenzhen Yize has not engaged in anybusiness activity;“Shenzhen Bgreen”refers to Shenzhen Bgreen Environmental Technology Co.,Ltd,a company established in the PRC withlimited liability,which is a wholly owned subsidiary of Xieguan Tonglian.Currently,Shenzhen Bgr

298、een has not engaged in anybusiness activity;“Shenzhen Digital”refers to Shenzhen Carbon Poly Digital Technology Co.,Ltd,a company established in the PRC withlimited liability,which is a wholly owned subsidiary of Xieguan Tonglian.Currently,Shenzhen Digital has not engaged in anybusiness activity;“Sh

299、enzhen Chuangzhiyuan”refers to Chuangzhiyuan Environmental Holding(Shenzhen)Co.,Ltd,a company established inthe PRC with limited liability,in which CZTI HK owns a 65%equity.Currently,Shenzhen Chuangzhiyuan has not engaged inany business activity;“U.S.dollars”,“dollars”,“USD,”“US$,”or“$”refers to the

300、 legal currency of the United States;“Waste electrical and electronic equipment”refers to waste household appliances and waste consumer electronics;“Waste household appliances”refers to waste air conditioners,waste refrigerators,waste washing/drying machines,wastedesktop computers,waste televisions,

301、and various waste small household appliances;“Waste metallic resources”refers to iron and steel scrap(waste ferrous metals)and waste non-ferrous metals;“Xieguan Tonglian”refers to Xieguan Tonglian(Shenzhen)Technology Co.,Ltd,a company established in the PRC withlimited liability,in which CZTI HK own

302、s a 100%equity interest.Currently,Xieguan Tonglian has not engaged in any businessactivity;and “Zhoukou Senbo”refers to Zhoukou Senbo Environmental Protection Technology Co.,Ltd.,a company established in the PRCwith limited liability,in which ABGreen Shenzhen owns a 53%equity interest.Our reporting

303、currency is the Renminbi.This prospectus also contains translations of certain foreign currency amounts into U.S.dollars for the convenience of the reader.Unless otherwise stated,all translations of Renminbi into U.S.dollars were made atRMB6.8972 to US$1.00,the exchange rate set forth in the H.10 st

304、atistical release of the Federal Reserve Board on December 30,2022,and RMB7.0999 to US$1.00,the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board onDecember 29,2023.We make no representation that the Renminbi or U.S.dollars amounts referred to in this prospectus co

305、uld havebeen or could be converted into U.S.dollars or Renminbi at any particular rate or at all.12 The Offering Offering price We currently estimate that the initial public offering price will be between$and$per ADS.ADSs offered by us A minimum of$of ADSs and a maximum of$of ADSs.Minimumoffering:AD

306、Ss representing Class A ordinary shares.Maximum offering:ADSs representing Class A ordinary shares.Best efforts The underwriter is selling our ADSs on a“best efforts”basis.Accordingly,theunderwriter has no obligation or commitment to purchase any ADSs.Theunderwriter is not required to sell any speci

307、fic number of dollar amount ofADSs but will use its best efforts to sell the ADSs offered.We do not intend to close this offering unless we sell at least _ of ADSs,theminimum number of ADSs,at the price per ADS set forth on the cover page ofthis prospectus,to result in sufficient proceeds to list ou

308、r ADSs on theNASDAQ Global Market.We expect that delivery of the ADSs will be made toinvestors through the book-entry facilities of The Depository Trust Company.ADSs outstanding immediately after this offering Minimum offering:ADSs Maximum offering:ADSs Ordinary shares issued and outstandingimmediat

309、ely after this offering Minimum offering:ordinary shares,comprising Class A ordinary sharesand Class B ordinary shares Maximum offering:ordinary shares,comprising Class A ordinary sharesand Class B ordinary shares The ADSs Each ADS represents Class A ordinary shares,par value US$0.00001 pershare.The

310、 depositary will hold the ordinary shares underlying the ADSsthrough its custodian.You will have rights as provided in the deposit agreement.If we declare dividends on our Class A ordinary shares,the depositary will payyou the cash dividends and other distributions it receives on our Class Aordinary

311、 shares,after deducting its fees and expenses in accordance with theterms set forth in the deposit agreement.You may surrender the ADSs to the depositary for cancellation to receive ClassA ordinary shares.The depositary will charge you fees for any cancellation.We may amend or terminate the deposit

312、agreement without your consent.If youcontinue to hold the ADSs after an amendment to the deposit agreement,youagree to be bound by the deposit agreement as amended.To better understand the terms of the ADSs,you should carefully read the“Description of American Depositary Shares”section of this prosp

313、ectus.Youshould also read the deposit agreement,which is filed as an exhibit to theregistration statement that includes this prospectus.Use of Proceeds We anticipate using the net proceeds of this offering primarily for the purposesof expanding our recycling operations in categories beyond household

314、appliances,ferrous metals,lithium batteries,electronic devices,andautomobiles,aiming to increase market share and expanding the range ofrecycling services,expanding downstream operations,utilizing for mergers andacquisitions involving downstream companies engaged in household appliancedismantling,pl

315、astic granulation,lithium battery recycling and dismantling,among other related companies,enhancing our research and developmentsystems,increasing employees compensation and benefit packages,recruitinghigh-level talent,and investing in vocational training and for general workingcapital purposes.See“

316、Use of Proceeds”for more information 13 Underwriter Purchase Option The registration statement of which this prospectus is a part also registers anunderwriter purchase option(the“UPO”)to purchase up to ADSs(5%of theADSs sold in this offering)to the Representative of the underwriters,as aportion of t

317、he underwriting compensation payable in connection with thisoffering and the ADSs issuable upon exercise of the UPO.The UPO will beexercisable at any time,and from time to time,in whole or in part,during thefour-and-a-half-year period commencing six(6)months following the effectivedate of the regist

318、ration statement of which this prospectus is a part at anexercise price of 110%of the public offering price of the ADSs.Please see“Underwriting Underwriter Purchase Option”for a description of the UPO.Lock-up We have agreed with the underwriters,subject to certain exceptions,not to sell,transfer or

319、otherwise dispose of any of our securities,including our ADSs andClass A ordinary shares,for a period ending three months after thecommencement of sales of the offering.Furthermore,each of our directors,executive officers and shareholders of our ordinary shares issued andoutstanding immediately prio

320、r to the consummation of this offering has alsoentered into a similar lock-up agreement for a period of six months from thedate of this prospectus,subject to certain exceptions,with respect to oursecurities,including our ADSs and Class A ordinary shares.See“SharesEligible for Future Sale”and“Underwr

321、iting”for more information.Controlled Company Following this offering we will be a“controlled company”within the meaningof the corporate governance rules of Nasdaq.See“Risk Factors RisksRelated to the ADSs and this Offering”Listing We intend to apply to have our ADSs listed on the Nasdaq Global Mark

322、et underthe symbol“.”This offering is contingent on the listing of our ADSs on theNasdaq Global Market.At this time,Nasdaq has not yet approved ourapplication to list our ADSs.There is no assurance that such application will beapproved,and if our application is not approved by Nasdaq,this offering m

323、aynot be completed.Proposed Nasdaq symbol“”Depositary Deutsche Bank Trust Company Americas.Offering period The ADSs are being offered for a period of 90 days commencing from theeffective date of the registration statement of which this prospectus is a part(and for a period of up to 90 additional day

324、s if extended by agreement betweenus and the underwriter).If the minimum offering amount is not raised within 90days from the effective date of this prospectus,or within 180 days from theeffective date of this prospectus if extended by agreement between us and theunderwriter,all subscription funds f

325、rom the escrow account will be returned toinvestors promptly without any charge,interest(since the funds are being heldin a non-interest bearing account)or deduction of fees.The offering may closeor terminate,as the case may be,on the earlier of(i)any time after theminimum offering amount of our ADS

326、s is raised,or(ii),2024(90 days fromthe effective date of the registration statement of which this prospectus is a part(and for a period of up to 90 additional days if extended by agreement by us andthe underwriter).If we complete this offering,net proceeds will be delivered tous on each closing dat

327、e(such closing date being the above mutually acceptabledate,provided the minimum offering has been sold).We will not complete thisoffering unless our application to list on the Nasdaq Global Market is approved.Escrow account The proceeds from the sale of the ADSs in this offering will be payable to“

328、”and will be deposited in a separate non-interest bearing bank account(limited tofunds received on our behalf)until the minimum offering amount is raised.Nointerest will be available for payment to either us or the investors(since thefunds are being held in a non-interest bearing account).All subscr

329、iption fundswill be held in escrow pending the raising of the minimum offering amount andno funds will be released to us until the completion of the offering.We haveappointed ,an independent third party,as our escrow agent,or the“EscrowAgent”.See“Underwriting.”Payment and settlement The underwriters

330、 expect to deliver ADSs against payment on ,2024,throughthe facilities of Risk Factors See“Risk Factors”and other information included in this prospectus for adiscussion of risks you should carefully consider before investing in our ADSs.The number of ordinary shares to be outstanding after this off

331、ering is based on(i)125,000,610 Class A ordinary shares and(ii)34,000,000 Class B ordinary shares outstanding as of the date of this prospectus.14 SUMMARY CONSOLIDATED FINANCIAL DATA The following summary consolidated statements of operations for the years ended December 31,2022 and 2023,summarycons

332、olidated balance sheets data as of December 31,2022 and 2023 and summary consolidated cash flows data for the years endedDecember 31,2022 and 2023 have been derived from our audited consolidated financial statements included elsewhere in thisprospectus.Our consolidated financial statements are prepa

333、red and presented in accordance with accounting principles generally accepted in theUnited States of America,or U.S.GAAP.Our historical results are not necessarily indicative of results expected for future periods.You should read this Summary Consolidated Financial Data section together with our combined and consolidated financialstatements and the related notes and“Managements Discussion and Anal