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1、F-1/A 1 formf-1a.htm As filed with the Securities and Exchange Commission on April 23,2025 Registration No.333-280115 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 AMENDMENT NO.8 TOFORM F-1REGISTRATION STATEMENTUnderThe Securities Act of 1933 Carbon Zero Technologies Internatio

2、nal Inc.(Exact name of Registrant 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

3、Number)Room 610,Block A,Bairuida 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 Lexingt

4、on Ave,Suite 2446New York,NY 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.Nu

5、ssbaum,Esq.Lili Taheri,Esq.Vivien 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 this registration statement.If any of the securities being registered on this Form ar

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

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

8、 the earliereffective registration 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 the Securities Act registration statement number of the earliereffective registration statement for the

9、 same offering.Indicate by check 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 the regis

10、trant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided 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 S

11、tandards Board to its Accounting 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 date until the Registrant shall file a further amendment whichspecifically states that this registratio

12、n statement shall thereafter become effective in accordance with Section 8(a)of the Securities Act,as amended,or until the registration statementshall become effective on such date as the U.S.Securities and Exchange Commission,acting pursuant to said Section 8(a)may determine.EXPLANATORY NOTE This r

13、egistration statement on Form F-1(File No.333-280115)contains disclosure that will be circulated as two separate final prospectuses,as set forth below.Public offering prospectus.A prospectus(the“Public Offering Prospectus”)to be used for the public offering of 3,335,000 American Depositary Shares(“A

14、DSs”)representing26,680,000 Class A ordinary shares of the Registrant(the“Public Offering ADSs”),through the underwriters named on the cover page of the Public Offering Prospectus.Resale prospectus.A prospectus(the“Resale Prospectus”)to be used for the offer and potential resale by the selling share

15、holder identified in this registration statement(the“SellingShareholder”)of 750,000 American depositary shares representing 6,000,000 Class A ordinary shares of the Registrant(the“Shareholder ADSs”).The Resale Prospectus is substantively identical to the Public Offering Prospectus,except for the fol

16、lowing principal points:it contains different outside and inside front covers and back cover pages;among other things,the identification of the underwriters and related compensation for the Public OfferingADSs will only be included in the Public Offering Prospectus and the Shareholder ADSs will be l

17、isted on the outside and inside front covers of the Resale Prospectus withoutidentification of the underwriters and related compensation information;it contains different“Offering”sections in the Prospectus Summary section relating to the offering of the Public Offering ADSs and the Shareholder ADSs

18、,as applicable;such Offeringsection included in the Public Offering Prospectus will summarize the offering of the Public Offering ADSs and such Offering section included in the Resale Prospectus will summarizethe offering of the Shareholder ADSs;it contains different“Use of Proceeds”sections,with th

19、e Use of Proceeds section included in the Resale Prospectus only indicating that the Registrant will not receive any proceeds fromthe sale of the Shareholder ADSs by the Selling Shareholder that occur pursuant to this registration statement;it does not contain the Capitalization and Dilution section

20、s included in the Public Offering Prospectus;a“Selling Shareholder”section is only included in the Resale Prospectus;the“Underwriting”section from the Public Offering Prospectus is not included in the Resale Prospectus and the“Plan of Distribution”section is included only in the Resale Prospectus;an

21、d it does not contain the Legal Matters section and does not include a reference to counsel for the underwriters.The Registrant has included in this registration statement a set of alternate pages after the back-cover page of the Public Offering Prospectus(the“Alternate Pages”)to reflect the foregoi

22、ngdifferences in the Resale Prospectus as compared to the Public Offering Prospectus.The Public Offering Prospectus will exclude the Alternate Pages and will be used for the public offering by theRegistrant.The Resale Prospectus will be substantively identical to the Public Offering Prospectus excep

23、t for the addition or substitution of the Alternate Pages and will be used for the resale offeringby the Selling Shareholder.The Selling Shareholder will not be able to sell the Shareholder ADSs,except in an offering exempt from registration,until the ADSs are listed on the Nasdaq Global Market,or N

24、asdaq.Once,and if,the ADSs are listed on Nasdaq and begin trading,the Shareholder ADSs may be sold at market prices prevailing at the time of sale,at prices related to market prices,at a fixed price or prices subjectto change or at negotiated prices,or in any manner permitted by the Securities Act.T

25、he Company will not receive any proceeds from the sale of any of the Shareholder ADSs.The offering of theShareholder ADSs will terminate at the earlier of such time as all of the Shareholder ADSs have been sold pursuant to the registration statement and the date on which it is no longer necessary to

26、maintain the registration of the Shareholder ADSs as a result of such ADSs being permitted to be offered and resold without restriction pursuant to the provisions of Rule 144 of the Securities Act,and the offering of the Shareholder ADSs may extend for a longer period of time than the offering of th

27、e Public Offering ADSs.The Shareholder ADSs may be sold once our ADSs begin trading onNasdaq and from time to time thereafter.The resales of ADSs representing the Class A ordinary shares registered in the Resale Prospectus could affect the price and liquidity of,and demand for,theADSs.This risk and

28、other risks are included in“Risk Factors”in each of the Public Offering Prospectus and the Resale Prospectus.The information in this preliminary prospectus is not complete and may be changed.These securities may not be sold until the registration statement filed with the United States Securitiesand

29、Exchange Commission is effective.This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is notpermitted.SUBJECT TO COMPLETIONPRELIMINARY PROSPECTUS DATED APRIL 23,2025 Carbon Zero Technologies International In

30、c.3,335,000 American Depositary Shares Representing 26,680,000 Class A Ordinary Shares This is an initial public offering of American depositary shares,or ADSs,representing Class A ordinary shares of Carbon Zero Technologies International Inc.,a Cayman Islands exempted company.We are offering on a f

31、irm commitment basis 3,335,000 ADSs(the“Public Offering ADSs”).In addition,the registration statement of which this prospectus forms a part also registers on behalf of theSelling Shareholder the resale of an aggregate of 6,000,000 Class A ordinary shares represented by 750,000 ADSs(the“Shareholder A

32、DSs”)by our shareholder(the“Selling Shareholder”).Theinitial public offering of the Public Offering ADSs and the offering of the Shareholder ADSs are collectively referred to herein as the offering.Each ADS represents eight(8)Class A ordinary shares,par value US$0.00001 per share,of Carbon Zero Tech

33、nologies International Inc.Prior to this offering,there has been no public market for the ADSs or our Class A ordinary shares.We expect that theinitial public offering price will be between$11.00 and$13.00 per ADS.The Selling Shareholder will not be able to sell the Shareholder ADSs,except in an off

34、ering exempt from registration,until the ADSs are listed on the Nasdaq Global Market,or Nasdaq.Once,and if,the ADSs are listed on Nasdaq and begin trading,the Shareholder ADSs may be sold at market prices prevailing at the time of sale,at prices related to market prices,at a fixed price or prices su

35、bjectto change or at negotiated prices,or in any manner permitted by the Securities Act.The Company will not receive any proceeds from the sale of any of the Shareholder ADSs.The offering of theShareholder ADSs will terminate at the earlier of such time as all of the Shareholder ADSs have been sold

36、pursuant to the registration statement and the date on which it is no longer necessary tomaintain the registration of the Shareholder ADSs as a result of such ADSs being permitted to be offered and resold without restriction pursuant to the provisions of Rule 144 of the Securities Act,and the offeri

37、ng of the Shareholder ADSs may extend for a longer period of time than the offering of the Public Offering ADSs.The Shareholder ADSs may be sold once our ADSs begin trading onNasdaq and from time to time thereafter.The resales of ADSs representing the Class A ordinary shares registered in the Resale

38、 Prospectus could affect the price and liquidity of,and demand for,theADSs.This risk and other risks are included in“Risk Factors”in each of the Public Offering Prospectus and the Resale Prospectus.We have reserved the symbol“CZTI”for purposes of listing the ADSs on the Nasdaq Global Market,or Nasda

39、q.This offering is contingent on the listing of the ADSs on Nasdaq.At this time,Nasdaq has not yet approved our application to list the ADSs.There is no assurance that such application will be approved,and if our application is not approved by Nasdaq,this offering may not becompleted.Investing in th

40、e ADSs involves a high degree of risk,including the risk of losing your entire investment.See“Risk Factors”beginning on page 17 to read about factors you should considerbefore buying the ADSs.We are both an“emerging growth company”and a“foreign private issuer”as defined under applicable U.S.securiti

41、es laws and are eligible for reduced public company reporting requirements.Pleaseread the disclosures beginning on page 9 and on page 10 of this prospectus for more information.We are not a Chinese operating company but a Cayman Islands holding company.We have no material operations of our own and c

42、onduct substantially all of our operations through theOperating Entities in China.Investors in the ADSs are purchasing equity interests in the Cayman Islands holding company,and not in the Chinese Operating Entities.Investors in theADSs may never hold equity interests in the Chinese Operating Entiti

43、es.Our operating structure involves unique risks to investors.The Chinese regulatory authorities could disallow ouroperating structure,which would likely result in a material change in our operations and/or a material change in the value of the ADSs representing our Class A ordinary shares and could

44、cause the value of the ADSs to significantly decline or in those ADSs becoming worthless.See“Risk Factors Risks Related to Doing Business in the PRC”beginning on page 31 of thisprospectus for a discussion of these legal and operational risks.As used in this prospectus,terms such as“the Company,”“CZT

45、I,”“we,”“us,”“our company,”or“our”refer to Carbon Zero Technologies International Inc.,unless the context suggestsotherwise,and also includes Carbon Zero Technologies(Hong Kong)Limited(“CZTI HK”),Carbon Source Technologies(Hong Kong)Limited(“Carbon Source HK”)and its PRCsubsidiaries,Beijing Bgreen T

46、echnology Development Co.,Ltd(“CZTI WFOE”),Shenzhen Carbon Zero Technology Co.,Ltd(“CZTI Shenzhen”)and its Operating Entities,XieguanTonglian(Shenzhen)Technology Co.,Ltd and its PRC subsidiaries,and Chuangzhiyuan Environmental Holding(Shenzhen)Co.,Ltd and its PRC subsidiaries.We directly hold 100%of

47、the equity interests in CZTI HK which directly owns 100%of the equity interests in CZTI WFOE,which directly owns 100%of the equity interests in CZTI Shenzhen.CZTI HK alsodirectly owns 100%of the equity interests in Xieguan Tonglian(Shenzhen)Technology Co.,Ltd and directly owns 65%of the equity inter

48、ests in Chuangzhiyuan Environmental Holding(Shenzhen)Co.,Ltd.Chuangzhiyuan Environmental Holding(Shenzhen)Co.,Ltd owns 67%of equity interests in Guangdong Bo Green Investment Co.,Ltd and 51%of equity interestsin Jushang(Hebei)Renewable Resources Co.,Ltd.Xieguan Tonglian(Shenzhen)Technology Co.,Ltd d

49、irectly owns 100%of equity interests of Shenzhen Yize Environmental ProtectionTechnology Co.,Ltd,Shenzhen Bgreen Environmental Technology Co.,Ltd,Shenzhen Carbon Poly Digital Technology Co.,Ltd,and Shenzhen Green Blue Environmental ProtectionTechnology Co.,Ltd.Shenzhen Carbon Poly Digital Technology

50、 Co.,Ltd directly owns 51%of equity Beijing Guoxun Renewable Resources Co.,Ltd.CZTI Shenzhen further directlyowns 75%of Shenzhen ABGreen Environmental Protection Technology Co.,Ltd.(“ABGreen Shenzhen”).We directly hold 100%of the equity interests in Carbon Source HK whichdirectly owns 51%of the equi

51、ty interests in Gongqingcheng Yadannuo Environmental Technology Co.,Ltd,Jiangxi Jingchuang Metal Manufacturing Co.,Ltd(“Jingchuang Metal”)andits subsidiary,Jiangxi Qi Hong New Material Technology Co.,Ltd,and Jiujiang Mingdi Environmental Protection Technology Co.,Ltd.All of our China operating activ

52、ities are conductedunder our China Operating Entities,ABGreen Shenzhen and its subsidiaries.We do not currently use a variable interest entity(“VIE”)structure.See“Corporate History and Structure”beginning on page 60 of this prospectus.We face various risks associated with being based in or having ou

53、r operations primarily in China and the evolving laws and regulations in China,including risks related to the legal,political and economic policies of the Chinese government,the relations between China and the United States,or Chinese or United States regulations,which risks could result in amateria

54、l change in our operations and/or cause the value of the ADSs to significantly decline or become worthless,and significantly limit or completely hinder our ability to offer orcontinue to offer securities to investors.Because we operate in mainland China,the Chinese government may exercise significan

55、t oversight and discretion over the conduct of oursubsidiaries 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 businessand operations,prospects,financial condition,and results of operat

56、ions,and the value of our securities.Changes in the policies,regulations,rule,and the enforcement of laws of theChinese government may also be implemented quickly with little advance notice,and the Chinese government may intervene or influence our subsidiaries at any time or may exert morecontrol ov

57、er offerings conducted overseas or investments in China-based issuers,which could result in material changes in operations and/or the value of the securities we are registeringfor sale.Any actions by the Chinese government to exert more oversight and control over offerings that are conducted oversea

58、s and/or foreign investment and/or operations in China-based issuers could significantly change our operations,limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities tosignificantly decline or be worthless.Therefore,our ass

59、ertions and beliefs concerning the risk imposed by the PRC legal and regulatory system cannot be certain.For example,recently thePRC government initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice,including cracking down on illeg

60、al activities inthe securities market,strengthened supervision on overseas listings by China-based companies using a variable interest entity structure(“VIE”),adopting new measures to extend thescope of cybersecurity reviews and data security protection,and expanding the efforts in anti-monopoly enf

61、orcement.The PRC government may also regulate our operations by adoptingnew laws and regulations from time to time.Furthermore,the PRC government has recently made efforts to exert more oversight over overseas securities offerings and other capitalmarkets activities and foreign investment in China-b

62、ased companies like us.Any such action,once taken by the PRC government,could cause the value of such securities to significantlydecline or in extreme cases,become worthless.As advised by our PRC legal counsel,Zhong Lun Law Firm,as of the date of this prospectus,we have not engaged in any monopolist

63、ic behavior and our business does not control morethan one million users personal information as of the date of this prospectus,implicate cybersecurity,or involve any other type of restricted industry.However,we cannot affirm that PRCregulators share the same interpretation.Because these statements

64、and regulatory actions are new and subject to change,it is highly uncertain as to how quickly the legislative oradministrative regulation making bodies in China will respond to companies,or what existing or new laws or regulations will be amended or promulgated,if any,or the potential impactsuch ame

65、nded or new legislation will have on our daily business operations or our ability to accept foreign investments and list on a U.S.stock exchange.According to the Overseas ListingFiling Rules,we are required to submit the filing application to the China Securities Regulatory Commission(the“CSRC”)with

66、in three business days after our submission of applicationfor any overseas initial public offering and listing.We have submitted a filing with the CSRC with respect to our overseas initial public offering and listing on November 20,2023.On May30,2024,the CSRC published a Filing Completion Notice on

67、the CSRCs official website(“Filing Completion Notice”),confirming that we have completed the filing procedures with theCSRC under the Trial Measures.Upon completion of the CSRC filing procedures,which was evidenced by the Filing Completion Notice,we have fulfilled the CSRCs requirementsregarding our

68、 overseas offering and listing under the Trial Measures.However,from the date of issuance of the Filing Completion Notice to the completion of this offering,if weexperience any material or significant events that may cause(i)a major change to the main business or business license qualifications of t

69、he 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 changes of the listing place,possible changes of control afterthe adjustment of the offering plan,and increases in the proportion of

70、shares to be issued,we shall update the filing documents with the CSRC within three business days.Additionally,upon completion of this offering,we shall report the offering information to the CSRC within 15 business days.If a violation of the foregoing and related regulations occurs,the CSRCmay orde

71、r rectification,issue warnings,and impose a fine between RMB 1 million and RMB 10 million on our PRC Subsidiaries,which could adversely and materially affect our businessoperations and financial outlook,and significantly limit or completely hinder our ability to offer or continue to offer ADSs to in

72、vestors and could cause the value of the ADSs tosignificantly decline or such shares to become worthless.Additionally,if we do not obtain the permissions and approvals of the filing procedure for any subsequent offering in a timelymanner under PRC laws and regulations,we may be subject to investigat

73、ions by competent PRC regulators,fines or penalties,ordered to suspend our relevant operations and rectify anynon-compliance,prohibited from engaging in relevant business or conducting any offering,and these risks could result in a material adverse change in our operations,limit our ability tooffer

74、or continue to offer securities to investors,or cause such securities to significantly decline in value or become worthless.Any failure of fully complying with the approval,filing orother requirements may completely hinder our ability to offer and list the ADSs,cause significant disruption to our bu

75、siness operations,and severely damage our reputation,which wouldmaterially and adversely affect our financial condition and results of operations.See“Risk Factors Risks related to Doing Business in the PRC”beginning on page 31 of this prospectus for adiscussion of these legal and operational risks.T

76、he Holding Foreign Companies Accountable Act,or the HFCAA,was enacted on December 18,2020,and was amended by the Consolidated Appropriations Act,2023 enacted onDecember 29,2022.The amended HFCAA states that if the U.S.Securities and Exchange Commission(the“SEC”)determines that we have filed audit re

77、ports issued by a registeredpublic accounting 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 prohibitour shares or ADSs from being traded on a national securities exchange or in the over-the-counter

78、 trading market in the United States.The Consolidated Appropriations Act,2023reduced the number of consecutive non-inspection years 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 Repo

79、rt”)which found that the PCAOB was unable to inspect or investigate completely registered public accounting firmsheadquartered in mainland China and Hong Kong because of a position taken by one or more authorities in those jurisdictions.Furthermore,the Determination Report identified thespecific reg

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

81、traded publicly in the United Statesand,a firm registered with the PCAOB,is subject to laws in the U.S.pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professionalstandards.Marcum Asia is headquartered in New York,New York,and,as of the date of t

82、his prospectus,was not included in the list of PCAOB Identified Firms in the DeterminationReport.On December 15,2022,the PCAOB issued a report that vacated its December 16,2021,determination and removed mainland China and Hong Kong from the list of jurisdictionswhere it is unable to inspect or inves

83、tigate 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 thefuture that it no longer has full access to inspect and investigate accou

84、nting 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 report onForm 20-F

85、for the relevant fiscal year.There can be no assurance that we would not be identified as a“Commission-Identified Issuer”for any future fiscal year,and if we were soidentified for two consecutive years,we would become subject to the prohibition on trading under the HFCAA.The delisting of the ADSs,or

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

87、ors or cause the value of such securities to significantly decline or such securities to become worthless.For moredetails,see“Risk Factors Risks Related to the ADSs and this Offering Trading of the ADSs will be prohibited in the United States under the Holding Foreign Companies Accountable Act,or th

88、eHFCAA,if it is later determined that the PCAOB is unable to inspect and investigate completely our auditor.The delisting of and prohibition from trading the ADSs,or the threat of their beingdelisted and prohibited from trading,may cause the value of the ADSs to significantly decline or the ADSs to

89、become worthless.”beginning on page 44 of this prospectus.As of the date of this prospectus,we have not maintained any cash management policies that dictate the purpose,amount and procedure of fund transfers among our Cayman Islandsholding company,our subsidiaries,or investors.Rather,the funds can b

90、e transferred in accordance 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 paid dividends,made distributions,or transferred assets to itssubsidiaries or

91、 to investors in the past,nor have any dividends,distributions or asset transfers been made by any PRC subsidiary to CZTI HK,Carbon Source HK and/or the CaymanIslands holding company.For the years ended December 31,2023 and 2024,our PRC subsidiaries declared dividends of RMB nil and RMB nil to their

92、 PRC noncontrolling shareholders.For the year ended December 31,2023,there was no cash transfer among our Cayman Islands holding company,CZTI HK,Carbon Source HK and our PRC subsidiaries.For the yearended December 31,2024,our Cayman Islands holding company made a capital contribution of RMB 2 millio

93、n to CZTI HK and provided a working capital loan of RMB 1 million toCZTI HK in January 2024.CZTI HK further made capital contributions of RMB 3 million to CZTI WFOE in January 2024.Our board of directors has complete discretion on whether to distribute dividends,subject to applicable laws.We do not

94、have any current plan to declare or pay any cash dividends on ourshares 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 future afterthis offering and you must rely on price appre

95、ciation of the ADSs for return on your investment”beginning on page 48 of this prospectus.Subject to certain contractual,legal and regulatoryrestrictions,cash and capital contributions may be transferred among our Cayman Islands holding company and our subsidiaries.If needed,our Cayman Islands holdi

96、ng company cantransfer cash to our subsidiaries through loans and/or capital contributions,and our subsidiaries can transfer cash to our Cayman Islands holding company through loans and/or issuingdividends or other distributions.There are currently no restrictions of transferring funds between our C

97、ayman Islands holding company and subsidiary in Hong Kong.There arelimitations on the ability to transfer cash between the Cayman Islands holding company and the PRC subsidiaries.Cash transfers from the Cayman Islands holding company to the PRCsubsidiaries are subject to the applicable PRC laws and

98、regulations on loans and direct investment.See“Prospectus Summary Cash Transfers and Dividend Distributions,”beginning onpage 7 and see also“Risk Factors Risks Related to Doing Business in the PRC PRC regulations of loans and direct investment by offshore holding companies to the PRC subsidiaries ma

99、y delayor prevent us from using the proceeds of our offshore financing to make loans or additional capital contributions to the PRC subsidiaries,which could materially and adversely affect our liquidityand business,”beginning on page 36 of this prospectus.If any of the PRC subsidiaries incur debt on

100、 its own behalf in the future,the instruments governing such debt may restrict theirability to pay dividends to the Cayman Islands holding company.Cash transfers from the PRC subsidiaries to the Cayman Islands holding company are also subject to the current PRCregulations,which permit the PRC subsid

101、iaries to pay dividends to their shareholders only out of their accumulated profits,if any,determined in accordance with PRC accountingstandards and regulations.Cash transfers from the Cayman Islands holding company to the investors are subject to the restrictions on the remittance of Renminbi into

102、and out of Chinaand governmental 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 andgovernmental control of currency conversion may limit our ability to pay dividends and other obligations and

103、 affect the value of your investment,”beginning on page 37 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 be available to fund operations or for other use outside of China dueto interventions in or the impositi

104、on of restrictions and limitations on the ability of our Company or the Operating Entities by the PRC government to transfer cash or assets.See“Prospectus Summary Cash Transfers and Dividend Distributions,”“Risk Factors Risks Related to Doing Business in the PRC We may rely on dividends and other di

105、stributions on equitypaid by the Operating Entities to fund any cash and financing requirements we may have.To the extent funds or assets in the business are in the PRC or a PRC entity,the funds or assets may not beavailable to fund operations or for other use outside of the PRC due to interventions

106、 in or the imposition of restrictions,and limitations on the ability of our Company or PRC/Hong Kongsubsidiaries by the PRC government to make payments to us and our investors,which could have a material and adverse effect on our ability to conduct our business.”beginning on page 35 of thisprospectu

107、s.Following the completion of this offering,our issued and outstanding share capital will consist of Class A ordinary shares and Class B ordinary shares.Holders of Class A ordinary shares and Class Bordinary shares have the same rights,except for voting,transfer and conversion rights.Each Class A or

108、dinary 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 defined under Nasdaq Marketplace Rules 5615(c),because Mr.Baitong Tang,our Chief Executive Officer,willhold,directly and indirect

109、ly,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 theNasdaq listing standards and,as a result,will qualify for,and intend to rely on,exemptions from certain corporate governance requirements.You will not

110、 have the same protections afforded toshareholders of companies that are subject to such requirements.”beginning on page 43.Per ADS Total(3)Initial public offering price(1)$12.00$40,020,000 Underwriting discounts(2)$0.876$2,921,460 Proceeds,before expenses$11.124$37,098,540 (1)Initial public offerin

111、g price per share is assumed as$12.00,which is the midpoint of the range set forth on the cover page of the Public Offering Prospectus.(2)Represents underwriting discounts equal to seven point three percent(7.3%)per ADS(or$0.876 per ADS).We have also agreed to issue an underwriter purchase option to

112、 Ninth EternitySecurities,LLC(the“Representative”)to purchase a number of ADSs equal to five percent(5%)of the total number of ADSs sold in this offering at an exercise price equal to one hundred andten percent(110%)of the public offering price of the ADSs sold in this offering.For a complete descri

113、ption of the compensation to be received by the underwriters,see“Underwriting.”(3)Assumes that the Representative does not exercise any portion of its over-allotment option.We have granted the underwriters the right,within 45 days after the date of this prospectus,to purchase up to an additional 500

114、,250 ADSs from us at the public offering price,less underwritingdiscounts and commissions,to cover over-allotments,if any.The underwriters are selling the ADSs in this offering on a firm commitment basis.The underwriters are obligated to take and pay for all of the ADSs if any such ADSs are taken.We

115、 have granted theunderwriters an option for a period of 45 days after the closing of this offering to purchase up to 15%of the total number of Public Offering ADSs to be offered pursuant to this offering(excludingADSs subject to this option),solely for the purpose of covering overallotments,at the i

116、nitial public offering price less the underwriting discount.If the underwriters exercise the option in full,thetotal underwriting discounts and commissions payable will be$3,359,679,and the total proceeds to us,after underwriting commissions and expenses but before offering expenses,will be$42,663,3

117、21.The underwriters expect to deliver the ADSs against payment in U.S.dollars in New York,New York on or about ,2025.Neither the U.S.Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or determined ifth

118、is prospectus is truthful or complete.Any representation to the contrary is a criminal offense.Prospectus dated _,2025 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 develop and deploy o

119、ur Online to Offline system(“O2O system”)throughonline applications and offline sites in the traditional recycling business.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

120、 our proprietary technology solutions,scale and financial performance,market opportunities,strengths,and growth strategies along withour outlook of the future.Our opportunity:to redefine an“overlooked”industry Chinas renewable resources recycling industry has grown steadily in the past several years

121、.Chinas recycled renewable resources increased from 283 million tons in 2017 to 418 million tons in2022,with a compound annual growth rate of 8.1%from 2017 to 2022,of which iron and steel scrap(waste ferrous metals)is the main recycled category of renewable resource.The traditionalrenewable resource

122、s recycling model mainly relies on scattered offline channels.There is a difficulty of information asymmetry in the renewable resources recycling industry in China,in whichconsumers lack awareness of where and how to sell used products.In todays extended enterprise environment,the interactions betwe

123、en thousands of suppliers,vendors,and counterparties drive upcost and complexity.As an industry innovator,we developed an O2O system by collecting and disclosing data on recycling needs on our system.This information enables professional recyclingpersonnel to receive information and collect recyclab

124、le items at the consumers doorstep,not only solving the problem of low efficiency in information dissemination,but also providing consumerswith more convenient recycling methods,and achieving efficient renewable resource recycling.Our vision:to transform the recycling services industry The end-to-en

125、d process of renewable resources recycling involves numerous steps and many different players,from major manufacturing companies to individual service providers,and everything inbetween.Currently,the systems and information to support all these steps are highly disjointed,making it nearly impossible

126、 to obtain a comprehensive view of the overall process,thus preventingcompanies from improving the process as well.We believe that we have prototyped a system that can be used to support the entire end-to-end process.We believe this system prototype,coupled withour proprietary technology,creates val

127、ue for our industry,as it provides real-time speed and efficiency,tamper-proof reliability,traceability,and transparency for the whole recycling process.Such asystem could become even more important as connected devices are increasingly used to capture real-time data and,in the future,as artificial

128、intelligence is used to predict and react to demand.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 and inefficient.We believe that bu

129、ilding an open system driven bysupply chain capabilities and technology and by creating a new infrastructure 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

130、 innovation,focusing on both the present and the future.For the next three to five years,we plan to adhere to two strategic priorities:first,to pursue rapidbusiness growth by enhancing our integrated system capabilities,and second,to expand recycling categories and integrate business chain verticals

131、.One of the biggest obstacles to the renewable resources recycling business will likely be getting companies and customers to cooperate and collaboratecreating a common vision,developingcommon standards,and agreeing to build and use a common system.Whether companies are direct competitors or supply

132、chain partners,each has a strategic interest in maintaining advantages overcompetitors and collaborators.However,we believe that our companys ability to create significant value for each player in our system means that every partner has an incentive to cooperate.Wehave developed recycling solutions

133、with individual companies throughout the industry and 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

134、good business,but a business that does good for society beyond generating shareholder return is a great business.We believe that the value of abusiness lies in solving social problems and creating social value.If you share similar values and believe in long-term value creation both economically and

135、socially,join us as we build a betterworld.Thank you 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 FACTORS17SPECIAL NOTE REGARDI

136、NG FORWARD-LOOKING STATEMENTS53USE OF PROCEEDS54DIVIDEND POLICY55CAPITALIZATION56DILUTION56ENFORCEABILITY OF CIVIL LIABILITIES58CORPORATE HISTORY AND STRUCTURE60MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS62INDUSTRY OVERVIEW77BUSINESS80REGULATIONS100MANAGEMENT

137、114PRINCIPAL SHAREHOLDERS120RELATED PARTY TRANSACTIONS122DESCRIPTION OF SHARE CAPITAL127DESCRIPTION OF AMERICAN DEPOSITARY SHARES146SHARES ELIGIBLE FOR FUTURE SALE155TAXATION156UNDERWRITING162EXPENSES RELATING TO THIS OFFERING171LEGAL MATTERS171EXPERTS171WHERE YOU CAN FIND ADDITIONAL INFORMATION171I

138、NDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1 You should rely on the information contained in this prospectus or in any related free writing prospectus.We have not authorized anyone to provide you with information different from that containedin this prospectus or in any related free writing prospect

139、us.We are offering to sell,and seeking offers to buy,the 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 or of any sale of the ADSs.Nei

140、ther we,the Selling Shareholder,nor the underwriters have taken any action to permit a public offering of the ADSs outside the United States or to permit the possession or distribution of thisprospectus or any filed free-writing prospectus outside the United States.Persons outside the United States

141、who come into possession of this prospectus or any filed free writing prospectus mustinform themselves about and observe any restrictions relating to the offering of the ADSs and the distribution of this prospectus or any filed free writing prospectus outside the United States.Until ,2025(the 25th d

142、ay after the date of this prospectus),all dealers that buy,sell or trade ADSs,whether or not participating in this offering,may be required to deliver a prospectus.This is in addition to the dealers obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allot

143、ments or subscriptions.i PROSPECTUS SUMMARY This summary highlights certain information contained elsewhere in this prospectus.You should read the entire prospectus carefully,including our financial statements and related notes and the risksdescribed under“Risk Factors.”Our actual results and future

144、 events may differ significantly based upon a number of factors.The reader should not 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 d

145、riven renewable resources recycling company and system provider and,according to the CIC Report,the largest wastehousehold appliance recycling platform in China with a market share of approximately 1.04%in 2023,recycling approximately 21.8 million units of waste household appliances(defined below)si

146、nce our inception to December 31,2023.We recycled approximately 34.1 million units of waste household appliances,waste plastic,waste paper and scrap vehicles(together as“household waste”)since our inception to December 31,2024.We purchase and sell recycled renewable resources,primarily waste ferrous

147、 metals and household waste,and provide our renewable resources recyclingplatform and services based on an O2O(Online to Offline)model through online applications and offline sites.We believe that we are positioned as an innovative driving force in the traditionalrecycling business,leading the digit

148、ization of recycling ecosystems in mainland China.Our goal is to establish comprehensive,digitized,and standardized waste recycling services,covering allcategories of recyclable materials.Our first operating subsidiary in mainland China,ABGreen Shenzhen,was founded in 2016,and in 2017,we launched ou

149、r proprietary technology software and applications Boolv ShouShou andBoolv Collect.As of December 31,2024,more than 77,000 electrical and electronic appliance sales personnel are registered in our mini-program Boolv ShouShou and provide household waste andconsumer electronics source information.More

150、 than 35,000 third-party recycling personnel who perform on-site collection of renewable resources are registered in our Boolv Collect app as ofDecember 31,2024,which allows registered recycling personnel to bid for and accept recycling orders by connecting with suppliers on our renewable resources

151、recycling online system.In 2020,welaunched our Boolv Sorting Center app for sourcing information on collection,inventory management,and settlement systems.The app is now used in third-party recycling stations,transit yards,andsorting centers,in addition to our sorting center.In 2021,we launched our

152、recycling and disposal of waste metallic resources business,which developed rapidly and became the recycling category that contributed to the largest percentage of ourrevenue in fiscal years 2023 and 2024.Our business scope currently includes waste metallic resource recycling,household waste recycli

153、ng,pre-owned electronic sales,as well as downstreamservices such as metallic resources and household waste dismantling and disposal.Our main revenue is generated from waste metallic resources and household waste.In 2023 and 2024,our revenuesreached RMB 4.0 billion and RMB 4.5 billion(US$0.6 billion)

154、,respectively,with a year-over-year growth of 11.8%in 2024 compared to 2023.Our Competitive Strengths Extensive Nationwide Recycling Network:We have established a renewable resources recycling network covering more than 500 cities(including county-level cities).Our networkincludes approximately 3,80

155、0 third-party recycling stations and more than 35,000 registered recycling personnel as of December 31,2024.This capability allows end-to-end coverage forconnecting the upstream suppliers to the downstream second-hand sales platforms and markets and dismantling and disposal enterprises.We believe ou

156、r network offers us four majoradvantages:Efficient Recycling:We allow complete on-site collection within 24 hours after users/suppliers place their orders for recycling,greatly improving service efficiency and establishinga leading competitive edge in nationwide recycling services in China.1 Effecti

157、ve Sourcing of Supply:Leveraging the recycling service capabilities of our recycling network,we have access to a vast supply of waste products nationwide,enabling us toestablish a leading supply capacity.Full Category Business Expansion:With our existing network of third-party recycling stations,tra

158、nsfer yards,and sorting centers,we can efficiently expand our services to includeother recycling categories,such as plastic waste recycling and textile waste recycling,thereby increasing revenue and profitability.Cost Reduction and Efficiency Enhancement:Through strategic supply partnerships with ov

159、er 15 downstream waste dismantling and disposal companies and more than 10 steelproduction companies,we ensure seamless integration of the entire life cycle of renewable resources,from collection to disposal and dismantling.Tech-Driven Innovations:Through a combination of internet technology and off

160、line recycling networks,we have created a digitized 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 re

161、cycled items used by recycling station,transit yard,and sorting center personnel to manage the collected renewableresources.Industry-Leading Traceability System for Renewable Resources:Our system provides key information such as product details,sources,destinations,and sales records,which arerecorde

162、d data in the system,and technical support.Our system enables 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 enhance corporate,en

163、vironmental,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 thecollected information via the Boolv Collect mobile application.The recycling station,transit yard,

164、and sorting 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 to allocate and sell renewable resources to the dismantlingenterprises.The data collected from t

165、he above four processes primarily form a 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 to other local governments,and we were invited

166、 by companies in thesame industry to share our system.Empower Business Partners and Create a Diverse Ecosystem:Given our industry knowledge and expertise as well as our business expansion and empowerment capabilities,wecooperate with numerous industry partners in the upstream supplier and downstream

167、 customer aspects of the renewable resources recycling industry.These partners are well established inChinas renewable resources recycling industry in logistics,environmental protection equipment,and dismantling and disposal.Our Growth Strategies Our strategies aim to further grow our business as we

168、ll as increase our penetration in the renewable resources recycling industry in China and globally.To accomplish this,we plan toleverage the strengths and capabilities of our renewable resources recycling platform to achieve organic growth and to search for new opportunities to expand our renewable

169、resources recyclingcategories and integrate additional business segments:Innovation Driven Growth Strategies:By improving our current applications and developing more widely applicable digital tools,we plan to strengthen our technology innovation andresearch and development capabilities,increase inv

170、estments in digital technology,and emphasize our research on data analysis,traceability management,Internet of Things(IoT)andlocation-based services(LBS),unique product identifiers,and digital supply chain technologies required by our industry.We aim to grow our user base and promote innovation and

171、enhancecapabilities of our technology system and recycling ecosystem.2 Online and Offline Customer Growth:We intend to expand our range of customer services through both online and offline growth approaches.By establishing a larger network of third-party physical locations that integrate with our on

172、line systems,we aim to cover more cities and connect with more upstream supply channels,such as towns and communities for sourcingrenewable resources.We believe this approach will ultimately expand our downstream distribution channels as well.In the next three years,we plan to add approximately 2,00

173、0 traditionaloffline recycling stations and to expand to cover over 6,000 offline recycling stations.Expand Recycling Categories and Integrate Business Chain:Increasing revenue and enhancing margin are our top business development priorities.We plan to continue expanding thescope of our recycling se

174、rvices to cover a wider range of renewable resources categories.These categories include not only waste metallic resources and household waste,but also lithium-ion batteries.By establishing or acquiring a dismantling business,we can extend our business chain from“collection classification-resale”to

175、include environmentally-sound dismantling.This extension would enable us to increase our gross profit margin,improve profitability and strengthen our value proposition in the industry.For example,one of our Operating Entities,Jiangxi Jingchuang Scrapped Vehicle Recycling and Dismantling Co.,Ltd,comp

176、leted the filing of the Registration Certificate for Renewable Resource Recycling Operations with theMinistry of Commerce on August 15,2024,and the Qualification Certificate for End-of-Life Vehicle Dismantling Enterprises(Certificate No.3604822475)issued by the Jiangxi ProvincialDepartment of Commer

177、ce on March 5,2025.Furthermore,our recent investment in Hubei Jinke has expanded our business scope,including household waste dismantling and hazardouswaste disposal.We plan to increase the proportion of downstream disposal and dismantling segments in the Companys total revenue and profit,overall ex

178、tending the Companys valuechain.Strengthen Business Collaborations:We believe that connecting with a wider network of business partners is a key driver of our future growth.We plan to collaborate with majormanufacturing enterprises to diversify our B2B sourcing network.Furthermore,we aim to establis

179、h partnerships with various third-party systems,including property management,appliancerepair,home cleaning,and charitable foundations,leveraging their“at-home service”capabilities to expand our sourcing network and user base.Support ESG Sustainable Growth:ESG principals have become a crucial concep

180、t for enterprises globally,and China has implemented policies requiring annual ESG accountability reportsfrom companies nationwide.By supporting compliance and consistency with ESG principles in our business model,we believe we will attract more customers and business collaboration tosupport our ult

181、imate mission of zero waste product solutions.Participation in Carbon Trading:In 2021,China launched the worlds largest carbon emissions trading system,which will play a fundamental role in reducing carbon emissions.We planto capitalize on the data and information we collect via our system to accumu

182、late carbon quotas for future profit growth by participating in international/domestic carbon markets.OnSeptember 11,2023,we have obtained a Product Carbon Footprint Certification/PCF Certification of Registration in the PRC from Auburn Inspection&Certification Group Co.,Ltd.Our Corporate History an

183、d Structure We are a Cayman Islands holding company and primarily conduct our operations in China through ABGreen Shenzhen,a limited liability company formed in the PRC in 2016.In connection withthis offering,we underwent a series of restructuring of our corporate structure,which primarily included:

184、On July 21,2022,CZTI Shenzhen acquired the 75%equity interests in ABGreen Shenzhen.On July 13,2023,we incorporated CZTI,our holding company,as an exempted company with limited liability under the laws of the Cayman Islands.On August 9,2023,we incorporated CZTI HK in Hong Kong as a wholly owned subsi

185、diary of CZTI.On August 30,2023,we incorporated CZTI WFOE,our onshore holding company,as a wholly owned subsidiary of CZTI HK.On 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 neit

186、her we nor any of our subsidiaries have any current intention of establishing any VIEs in the PRC in the future.As of the date of this prospectus,substantially all our business is conducted by ABGreen Shenzhen and its subsidiaries.Our principal executive office is located at Room 610,Block A,Bairuid

187、a Building,Banxuegang Avenue,Wanke City Community,Bantian Street,Longgang District,Shenzhen,China,518100.Ourtelephone number at this address is+86 0755-23485305.Our registered office in the Cayman Islands is located at the office of Osiris International Cayman Limited,Suite#4-210,Governors Square,23

188、 Lime Tree Bay Avenue,PO Box 32311,Grand Cayman KY1-1209,Cayman Islands.Corporate Structure The following diagram illustrates our corporate structure as of the date of this prospectus:4 Summary of Risk Factors Investing in the ADSs involves a high degree of risk.Our business is subject to multiple r

189、isks and uncertainties,as more thoroughly described in“Risk Factors”beginning on page 17 of thisprospectus and elsewhere in this prospectus.We urge you to read“Risk Factors”and this prospectus in full.Our principal risks may be summarized as follows:Risks Related to our Business and Industry We face

190、 challenges and potential setbacks due to the rapidly evolving renewable resources recycling industry in China,including limited systems,absence of standards,and regulatoryuncertainties,which may hinder the anticipated success and acceptance of our business model.We risk impeding development and gro

191、wth if we cannot meet talent recruitment needs for technological development,expanding recycling categories,including downstream businesses,andbusiness expansion.We risk misalignment between technological development and business plans,potentially hindering our current growth and strategies if enhan

192、ced compatibility and functionality in digitalsystems,IT capabilities,traceability management,and financial inventory systems are not achieved.We face market risks in implementing our business strategy,including renewable resources recycling category expansion and downstream operations expansion.If

193、we are unable to carefullyevaluate our investment,market risks,and optimization of production and operational management while expanding,our business,financial condition and results of operations may bematerially and adversely affected.The potential deterioration of our relationships with business p

194、artners in the renewable resources recycling value chain poses a risk of adverse effects on our business prospects andoperations.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 a

195、nd the fees we charge related to services on our online system may fluctuate or decline in the future.Anymaterial decrease in such price differences or fees would harm our business,financial condition and results of operations.Our expansion into new renewable resources recycling categories and the o

196、ffering of new services may expose us to new challenges and more risks.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 operations.Risks R

197、elated to Doing Business in the PRC The approval,filing or other requirements of the China Securities Regulatory Commission or other PRC government authorities may be required in connection with this offering under PRClaw.Any failure of fully complying with the approval,filing or other requirements

198、may completely hinder our ability to offer ADSs,cause significant disruption to our business operations,and severely damage our reputation,which would materially and adversely affect our financial condition and results of operations.See“Risk Factors Risks Related to Doing Business inthe PRC The appr

199、oval,filing or other requirements of the 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 to offer A

200、DSs,cause significant disruption to our businessoperations,and severely damage our reputation,which would materially and adversely affect our financial condition and results of operations.”beginning on page 31 of this prospectus.Adverse changes in economic,political and social conditions of the PRC

201、government could have a material adverse effect on our business,financial condition and results of operations andmay result in our inability to sustain our growth and expansion strategies.See“Risk Factors Risks Related to Doing Business in the PRC Adverse changes in economic,political andsocial cond

202、itions of the PRC government could have a material adverse effect on our business,financial condition and results of operations and may result in our inability to sustain ourgrowth and expansion strategies.”beginning on page 32 of this prospectus.The recent policy pronouncements by the PRC governmen

203、t regarding business activities of U.S.-listed PRC businesses may negatively impact our Hong Kong subsidiary.There are uncertainties regarding the interpretation and enforcement of PRC laws,rules and regulations,and changes in policies,laws,rules and regulations in the PRC could adverselyaffect us.F

204、urthermore,we are subject to extensive and evolving legal development,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 the ADSs or could significantly limit or complet

205、ely hinder our ability to offer or continue to offersecurities to investors and cause the value of our securities to significantly decline or those securities to become worthless.See“Risk Factors Risks Related to Doing Business in the PRC There are uncertainties regarding the interpretation and enfo

206、rcement of PRC laws,rules,and changes in policies,laws,rules and regulations in the PRC 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 ma

207、y result in a material change in our operations and/or the value of the ADSs or could significantly limit or completely hinder our ability to offer or continue to offer securities toinvestors and cause the value of our securities to significantly decline or those securities to become worthless.”begi

208、nning on page 33 of this prospectus.5 Because we operate in mainland China,the Chinese government may exercise significant oversight and discretion over the conduct of our subsidiaries business and may intervene orinfluence their operations,including that of our PRC subsidiaries,at any time,which co

209、uld result in a material adverse change in our business and operations,prospects,financial condition,and results of operations,and the value of our securities.Changes in the policies,regulations,rule,and the enforcement of laws of the Chinese government may also be implemented quicklywith little adv

210、ance notice,and the Chinese government may intervene of influence our subsidiaries at any time or may exert more control over offerings conducted overseas or investments inChina-based issuers,which could result in material changes in operations and/or the value of the securities we are registering f

211、or sale.Any actions by the Chinese government to exert moreoversight and control over offerings that are conducted overseas and/or foreign investment and/or operations in China-based issuers could significantly change our operations,limit orcompletely hinder our ability to offer or continue to offer

212、 securities to investors and cause the value of such securities to significantly decline or be worthless.Therefore,our assertions andbeliefs concerning the risk imposed by the PRC legal and regulatory system cannot be certain.See“Risk Factors Risks Related to Doing Business in the PRC Because we ope

213、rate inmainland China,the Chinese government may exercise significant oversight and discretion over the conduct 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 busin

214、ess and operations,prospects,financial condition,and results of operations,and the value of our securities.Changes in the policies,regulations,rule,and the enforcement of laws of the Chinese government may also be implemented quickly with little advance notice,and the Chinese government may interven

215、e of influence our subsidiaries at any time or may exert more control over offerings conducted overseas or investments in China-based issuers,which could result in material changes in operations and/or the value of the securities we are registering for sale.Any actions by the Chinese government to e

216、xert more oversight and controlover offerings that are conducted overseas and/or foreign investment and/or operations in China-based issuers could significantly change our operations,limit or completely hinder ourability to offer or continue to offer securities to investors and cause the value of su

217、ch securities to significantly decline or be worthless.Therefore,our assertions and beliefs concerning therisk imposed by the PRC legal and regulatory system cannot be certain.”beginning on page 33 of this prospectus.Recent oversight by the CAC over data security,particularly for companies seeking t

218、o list on a foreign exchange,and a variety of laws and other obligations regarding data protection towhich we are subject,could adversely impact our business and our offering.PRC regulations relating to the establishment of offshore special purpose companies by PRC residents may subject us to liabil

219、ity or penalties,limit our ability to inject capital into our PRCsubsidiaries,limit our ability to increase their registered capital or distribute profits to us,or may otherwise adversely affect us.We may rely on dividends and other distributions on equity paid by the Operating Entities to fund any

220、cash and financing requirements we may have.To the extent funds or assets in thebusiness are in the PRC or a PRC entity,the funds or assets may not be available to fund operations or for other use outside of the PRC due to interventions in or the imposition ofrestrictions,and limitations on the abil

221、ity of our Company or PRC/Hong Kong subsidiaries by the PRC government to make payments to us and our investors,which could have a materialand adverse effect on our ability to conduct our business.See Risk Factors Risks Related to Doing Business in the PRC We may rely on dividends and other distribu

222、tions on equity paidby the Operating Entities to fund any cash and financing requirements we may have.To the extent funds or assets in the business are in the PRC or a PRC entity,the funds or assets may notbe available to fund operations or for other use outside of the PRC due to interventions in or

223、 the imposition of restrictions,and limitations on the ability of our Company or PRC/Hong Kongsubsidiaries by the PRC government to make payments to us and our investors,which could have a material and adverse effect on our ability to conduct our business.”beginning on page 35of this prospectus.You

224、may experience difficulties in effecting service of legal process,enforcing foreign judgments or bringing actions in China against us or our management named in the prospectus basedon foreign laws.The Hong Kong legal system embodies uncertainties which could limit the availability of legal protectio

225、ns.Our Hong Kong subsidiary is subject to Hong Kong laws and regulations regarding data security,which could subject them to government enforcement actions and investigations,fines,penalties,and suspension or disruption of their operations.Risks Related to Our Corporate Structure and Operations We a

226、re a foreign private issuer within the meaning of the rules under the Exchange Act,and as such we are exempt from certain provisions 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 to cor

227、porate governance matters that differ significantly from theNasdaq listing standards.These practices may afford less protection to 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,p

228、articularly after we cease to qualify as an“emerging growth company.”We may lose our foreign private issuer status in the future,which could result in significant additional costs and expenses.The obligation to disclose information publicly may put us at a disadvantage to competitors that are privat

229、e companies.We are a“controlled company”within the meaning of the Nasdaq listing standards and,as a result,will qualify for,and intend to rely on,exemptions from certain corporate governancerequirements.You will not have the same protections afforded to shareholders of companies that are subject to

230、such requirements.Risks Related to the ADSs and this Offering Trading of the ADSs will be prohibited in the United States under the Holding Foreign Companies Accountable Act,or the HFCAA,if it is later determined that the PCAOB is unable toinspect and investigate completely our auditor.The delisting

231、 of and prohibition from trading the ADSs,or the threat of their being delisted and prohibited from trading,may cause the valueof the ADSs to significantly decline or the ADSs to become worthless.There has been no public market for the ADSs prior to this offering,and you may not be able to resell th

232、e ADSs at or above the price you paid,or at all.Our dual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class Aordinary shares and the ADSs may view as beneficial.If we fai

233、l to establish and maintain proper internal financial reporting controls,our ability to produce accurate financial statements or comply with applicable regulations could be impaired.Certain recent initial public offerings of companies with smaller public floats have experienced extreme stock price r

234、un-ups followed by rapid price declines and stock price volatilityseemingly unrelated to company performance.If such volatility were to occur to us it may prove difficult for prospective investors to assess the rapidly changing value of the ADSs.ADS holders may not be entitled to a jury trial with r

235、espect to claims arising under the deposit agreement or related to the ADSs,which could result in less favorable outcomes to theplaintiff(s)in any such action.Claims relating to our ordinary shares or the ADSs may be submitted to arbitration.6 Cash Transfers and Dividend Distributions As of the date

236、 of this prospectus,our Cayman Islands holding company has not declared or paid dividends,made distributions,or transferred assets to its subsidiaries or to investors in the past,norhave any dividends,distributions or asset transfers been made by any PRC subsidiary to CZTI HK,Carbon Source HK and/or

237、 the Cayman Islands holding company.For the years ended December31,2023 and 2024,our PRC subsidiaries did not declare any dividends to their shareholders.For the year ended December 31,2023,there was no cash transfer among our Cayman Islands holding company,CZTI HK,Carbon Source HK and our PRC subsi

238、diaries.For the year endedDecember 31,2024,our Cayman Islands holding company made a capital contribution of RMB 2 million to CZTI HK and provided a working capital loan of RMB 1 million to CZTI HK in January2024.CZTI HK further made capital contributions of RMB 3 million to CZTI WFOE in January 202

239、4.Our board of directors has complete discretion on whether to distribute dividends,subject to applicable laws.U.S.investors will not be subject to Cayman Islands taxation on dividend distributions,and no withholding will be required on the payment of dividends or distributions to them while they ma

240、y be subject to U.S.federal income tax.Our Cayman Islands holding company may beclassified as a“resident enterprise”of China.This classification could result in unfavorable tax consequences to us and our non-PRC shareholders and dividends paid by us may be subject to PRCwithholding tax.See“TaxationU

241、nited States federal income tax considerationsDividends and Other Distributions on the ADSs or Ordinary Shares.”We do not have any current plan to declareor pay any cash dividends on our ordinary shares in the foreseeable future after this offering.See“Risk Factors Risks related to the ADSs and this

242、 Offering We currently do not expect to paydividends in the foreseeable future after this offering and you must rely on price appreciation of the ADSs for return on your investment”beginning on page 48 of this prospectus.Subject to certain contractual,legal,and regulatory restrictions,cash and capit

243、al contributions may be transferred among our Cayman Islands holding company,CZTI HK,Carbon Source HK and ourPRC subsidiaries.If needed,our Cayman Islands holding company can transfer cash to CZTI HK,Carbon Source HK and our PRC subsidiaries through loans and/or capital contributions,and ourPRC subs

244、idiaries can transfer cash to CZTI HK,Carbon Source HK and our Cayman Islands holding company through loans and/or issuing dividends or other distributions.There are currently norestrictions of transferring funds among our Cayman Islands holding company,CZTI HK and Carbon Source HK.There are limitat

245、ions on the ability to transfer cash between the Cayman Islandsholding company and the PRC subsidiaries.Cash transfers from the Cayman Islands holding company to the PRC subsidiaries are subject to the applicable PRC laws and regulations on loans anddirect investment.See“Risk Factors Risks Related t

246、o Doing Business in the PRC PRC regulations of loans and direct investment by offshore holding companies to the PRC subsidiaries maydelay or prevent us from using the proceeds of our offshore financing to make loans or additional capital contributions to the PRC subsidiaries,which could materially a

247、nd adversely affect ourliquidity and business”beginning on page 36 of this prospectus.If any of the PRC subsidiaries incurs debt on their own behalf in the future,the instruments governing such debt may restrict theirability to pay dividends to us.Dividends from our PRC subsidiaries to CZTI HK/Carbo

248、n Source HK and the Cayman Islands holding company are subject to the current PRC regulations,whichpermit the PRC subsidiaries to pay dividends to their shareholders only out of their accumulated profits,if any,determined in accordance with PRC accounting standards and regulations.Cashtransfers from

249、 our PRC subsidiaries to CZTI HK/Carbon Source HK and the Cayman Islands holding company are subject to the restrictions on the remittance of Renminbi into and out of China andgovernmental control of currency conversion.Additionally,to the extent cash or assets in the business is in China or a Chine

250、se operating entity,the funds or assets may not be available to fundoperations or for other use outside of China due to interventions in or the imposition of restrictions and limitations on the ability of our Company or the Operating Entities by the PRC government totransfer cash or assets.See“Risk

251、Factors Risks Related to Doing Business in the PRC We may rely on dividends and other distributions on equity paid by the Operating Entities to fund anycash and financing requirements we may have.To the extent funds or assets in the business are in the PRC or a PRC entity,the funds or assets may not

252、 be available to fund operations or for other useoutside of the PRC due to interventions in or the imposition of restrictions,and limitations on the ability of our Company or PRC/Hong Kong subsidiaries by the PRC government to make paymentsto us and our investors,which could have a material and adve

253、rse effect on our ability to conduct our business”beginning on page 35 of this prospectus.See also“Risk Factors Risks Related toDoing Business in the PRC Restrictions on the remittance of Renminbi into and out of China and governmental control of currency conversion may limit our ability to pay divi

254、dends and otherobligations and affect the value of your investment”beginning on page 37 of this prospectus.As of the date of this prospectus,we have not maintained any cash management policies that dictate the purpose,amount,and procedure of fund transfers among our Cayman Islands holdingcompany,our

255、 subsidiaries,or investors.Rather,the funds can be transferred 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 areas in China wit

256、h little advance notice,including cracking down onillegal activities in the securities market,enhancing supervision over China-based companies listed overseas using a variable interest entity structure(“VIE”),adopting new measures to extend thescope of cybersecurity reviews,and expanding the efforts

257、 in anti-monopoly enforcement.Measures for Cybersecurity Review On December 28,2021,the CAC,and several other regulatory authorities in China jointly promulgated the Measures for Cybersecurity Review,which came into effect on February 15,2022.Pursuant to the Measures for Cybersecurity Review,(i)wher

258、e the relevant activity affects or may affect national 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 the cybersecurity review,(ii)an application

259、 for cybersecurity review shall bemade by an issuer who is an internet platform operator holding personal information of more than one million users before such issuer applies to list its securities on a foreign stock exchange,and(iii)relevant governmental authorities in the PRC may initiate cyberse

260、curity review if they determine an operators network products or services or data processing activities affect or may affectnational 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 a cybersecurity review with the CAC,ac

261、cording to the Measures forCybersecurity Review,since we are not an online platform operator carrying out data processing activities that affect or may affect national security,and currently do not have over one million userspersonal information and do not anticipate that we will be collecting over

262、one million users personal information in the foreseeable future,which we understand might otherwise subject us to theMeasures for Cybersecurity Review.As of the date of this prospectus,we have not received any notice from any authorities identifying us as CIIOs or requiring us to undergo a cybersec

263、urity reviewor network data security review by the CAC.CSRC Filing Required for the Listing of the ADSs On February 17,2023,the CSRC issued the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Enterprises,or the Trial Measures,which became effective onMarch 31,20

264、23.On the same date of the issuance of the Trial Measures,the 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 to Reporter Question

265、s on the official website of the CSRC,together withthe Trial Measures,the Overseas Listing Filing Rules.Under the Overseas Listing Filing Rules,(i)domestic companies that seek to offer or list securities overseas,both directly and indirectly,shouldfulfill the filing procedures with the CSRC;if a dom

266、estic company fails to complete the filing procedures,such domestic company may be subject to administrative penalties;and(ii)where adomestic company seeks to indirectly offer and list securities in an overseas market,the issuer shall designate a major domestic operating entity responsible for all f

267、iling procedures with the CSRC,and such filings shall be submitted to the CSRC within three business days after the submission of the overseas offering and listing application.On February 24,2023,the CSRC,Ministry of Finance of the PRC,National Administration of State Secrets Protection and National

268、 Archives Administration of China jointly issued the Provisions onStrengthening the Confidentiality and Archive Management Work Relating to the Overseas Securities Offering and Listing,or the“Confidentiality Provisions”,which came into effect on March 31,2023,with the Trial Measures.The Confidential

269、ity Provisions require that,among other things,(i)a domestic company that plans to,either directly or through its overseas listed entity,publiclydisclose or provide to relevant individuals or entities including securities companies,securities service providers and overseas regulators,any documents a

270、nd materials that contain state secrets orworking secrets of government agencies,shall first obtain approval from competent authorities according to law,and file with the secrecy administrative department at the same level;and(ii)domestic company that plans to,either directly or through its overseas

271、 listed entity,publicly disclose or provide to relevant individuals and entities including securities companies,securities serviceproviders and overseas regulators,any other documents and materials that,if leaked,will be detrimental to national security or public interest,shall strictly fulfill rele

272、vant procedures stipulated byapplicable national regulations.For more details of the Overseas Listing Filing Rules and 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 fil

273、ing application to the CSRC within three business days after our submission of application for any overseas initialpublic offering and listing and complete the filing procedure before our overseas initial public offering and listing.We have submitted a filing with the CSRC with respect to our overse

274、as initialpublic offering and listing on November 20,2023.On May 30,2024,the CSRC published a Filing Completion Notice on the CSRCs official website(“Filing Completion Notice”),confirming thatwe have completed the filing procedures with the CSRC under the Trial Measures.Upon completion of the CSRC f

275、iling procedures,which was evidenced by the Filing Completion Notice,we havefulfilled the CSRCs requirements regarding our overseas offering and listing under the Trial Measures.However,from the date of issuance of the Filing Completion Notice to the completion of thisoffering,if we experience any m

276、aterial or significant events that may cause(i)a major change to the 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 changes of

277、the listing place,possible changes of control after theadjustment of the offering plan,and increases in the proportion of shares to be issued,we shall update the filing documents with the CSRC within three business days.Additionally,upon completionof this offering,we shall report the offering inform

278、ation to the CSRC within 15 business days.If a violation of the foregoing and related regulations occurs,the CSRC may order rectification,issuewarnings,and impose a fine between RMB 1 million and RMB 10 million on our PRC Subsidiaries,which could adversely and materially affect our business operatio

279、ns and financial outlook,andsignificantly limit or completely hinder our ability to offer or continue to offer the ADSs to investors and could cause the value of the ADSs to significantly decline or the ADSs to become worthless.Additionally,if we do not obtain the permissions and approvals of the fi

280、ling procedure for any subsequent offering in a timely manner under PRC 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 orcon

281、ducting any offering,and these risks could result in a material adverse 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,fili

282、ng or other requirements may completely hinder our ability to offer and list the ADSs,causesignificant disruption to our business operations,and severely damage our reputation,which would materially and adversely affect our financial condition and results of operations.For details of theassociated r

283、isks,see“Risk Factors Risks Related to Doing Business in the PRC The approval,filing or other requirements of the China Securities Regulatory Commission or other PRCgovernment authorities may be required in connection with this offering under PRC law.Any failure of fully complying with the approval,

284、filing or other requirements may completely hinder ourability to offer the ADSs,cause significant disruption to our business operations,and severely damage our reputation,which would materially and adversely affect our financial condition and resultsof operations.”Additionally,all of our PRC subsidi

285、aries are required to obtain business licenses and the subsidiary engaged in vehicle dismantling-related activities need to obtain the qualification certificates forEnd-of-Life Vehicle Dismantling Enterprises from competent PRC authorities to operate our business.See“Risk Factors Risks Related to Ou

286、r Business and Industry Any failure to obtain orrenew certain filings,approvals,licenses,permits and certificates required for our business operations may materially and adversely affect our business,financial condition and results ofoperations.”beginning on page 25 and see also“Regulations”beginnin

287、g on page 100 of this prospectus.As of the date of this prospectus,(1)we and our PRC subsidiaries have received from PRC authorities the requisite operation licenses,permissions or approvals needed to engage in the businessescurrently conducted in China,and no permission or approval has been denied,

288、and(2)we have not received any formal notice,warning,sanction,or objection from the CSRC with respect to thelisting of the ADSs.However,there can be no assurance that the relevant PRC governmental authorities,including the CSRC,would reach the same conclusion as us,or that the CSRC,CAC or any other

289、PRCgovernmental authorities would not promulgate new rules or new interpretation 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 requisite permissions or approvals,(ii)inadvertently con

290、cluded that such permissions or approvals are not required,or(iii)applicable laws,regulations,or interpretations change and we are required to obtain such permissions or approvals in the future,our ability to offer or continue to offer the ADSs to investors could be significantlylimited or completed

291、 hindered,which could cause the value of the ADSs to significantly decline or become worthless.We may also face sanctions by the CSRC,the CAC or other PRC regulatoryagencies.These regulatory agencies may impose fines,penalties,limit our operations in China,or take other actions that could have a mat

292、erial adverse effect on our business,financial condition,results of operations and prospects,as well as the trading price of our securities.See“Risk Factors”beginning on page 17 to read about factors you should consider before buying the ADSs.8 Implication of the Holding Foreign Companies Accountabl

293、e Act The Holding Foreign Companies Accountable Act,or the HFCAA,was enacted on December 18,2020,and was amended by the Consolidated Appropriations Act,2023 enacted on December 29,2022.The amended HFCAA states if the SEC determines that we have filed audit reports issued by a registered public accou

294、nting firm that has not been subject to inspection by the PCAOB for twoconsecutive years,the SEC shall prohibit the ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States.The ConsolidatedAppropriations Act,2023 reduced the number of co

295、nsecutive non-inspection years required for triggering the prohibitions under the HFCAA from three years to two years.The PCAOB issued aDetermination Report on December 16,2021(the“Determination Report”)which found that the PCAOB was unable to inspect or investigate completely registered public acco

296、unting firmsheadquartered in mainland China and Hong Kong because of a position taken by one or more authorities in those jurisdictions.Furthermore,the Determination Report identified the specificregistered public accounting firms which are subject to these determinations(“PCAOB Identified Firms”).O

297、ur auditor,Marcum Asia,the independent registered public accounting firm that issues theaudit report included elsewhere in this prospectus,as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB,is subject to laws in the U.S.pursuant to which the

298、 PCAOB conducts regular inspections to assess its compliance with the applicable professional standards.Marcum Asia is headquartered in New York,New York,and,as of thedate of this prospectus,was not included in the list of PCAOB Identified Firms in the Determination Report.On December 15,2022,the PC

299、AOB issued a report that vacated its December 16,2021,determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable to inspect or investigate completely registered public accounting firms.Each year,the PCAOB will determine whether it can inspect and investi

300、gate audit firms in mainland China and Hong Kong,among other jurisdictions.If the PCAOB determines in the future that itno longer has full access to inspect and investigate accounting firms in mainland China and Hong Kong and we use an accounting firm headquartered in one of these jurisdictions to i

301、ssue an auditreport on our financial statements filed with the SEC,we would be identified as a“Commission-Identified Issuer”following the filing of the annual report on Form 20-F for the relevant fiscal year.There can be no assurance that we would not be identified as a“Commission-Identified Issuer”

302、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 the ADSs,or the threat of their being delisted,may materially and adversely affect the value of your investment.These riskscould res

303、ult in a material adverse change in our operations and the value of the ADSs,significantly limit or completely hinder our ability to offer or continue to offer securities to investors or causethe value of such securities to significantly decline or such securities to become worthless.For more detail

304、s,see“Risk Factors Risks Related to The ADSs and This Offering Trading of the ADSswill be prohibited in the United States under the Holding Foreign Companies Accountable Act,or the HFCAA,if it is later determined that the PCAOB is unable to inspect and investigate completelyour auditor.The delisting

305、 of and prohibition from trading the ADSs,or the threat of their being delisted and prohibited from trading,may cause the value of the ADSs to significantly decline or theADSs to become worthless”beginning on page 44 of this prospectus.Corporate Information Our principal executive offices are locate

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

307、emedincorporated by reference into,this prospectus.Our registered office in the Cayman Islands is located at the office of Osiris International Cayman Limited,Suite#4-210,Governors Square,23 LimeTree Bay Avenue,PO Box 32311,Grand Cayman KY1-1209,Cayman Islands.Our agent for service of process in the

308、 United States is The Crone Law Group,P.C.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,asamended(the“JOBS Act

309、”).For as long as we remain an emerging growth 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

310、 of related Managements Discussion and Analysis 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 elements and analyzing how those elements fit with our principles andobjective

311、s,which is commonly referred to as“compensation discussion and analysis”;are not required to obtain an attestation and report from our auditors on our managements assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of2002;are not required to obtain a non-bi

312、nding advisory vote from our shareholders on executive compensation or golden parachute 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

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

314、ond annual report on Form 20-F following the effectiveness of our initial publicoffering.We intend to take advantage of all reduced reporting requirements and exemptions,including the longer phase-in periods for the adoption of new or revised financial accounting standards under 107of the JOBS Act.O

315、ur election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and other emerging growth companiesthat 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-d

316、escribed reduced reporting requirements and exemptions until we no longer meet the definition of an emerging growth company.We willremain an emerging growth company until the earliest of(a)the last day of the fiscal year during which we have total annual gross revenues of at least US$1.235 billion;(

317、b)the last day of our fiscalyear following the fifth anniversary of the completion of this offering;(c)the date on which we have,during the preceding three-year period,issued more than US$1.0 billion in non-convertibledebt;or(d)the date on which we are deemed to be a“large accelerated filer”under th

318、e United States Securities Exchange Act of 1934,as amended(the“Exchange Act”),which would occur if themarket value of the ADSs that are held by non-affiliates exceeds US$700 million as of the last business day of our most recently completed second fiscal quarter.Once we cease to be an emerginggrowth

319、 company,we will not be entitled to the exemptions provided in the JOBS 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 provisi

320、onsapplicable to United States domestic public companies.For example: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 than the r

321、ules that apply to domestic 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 material information;we are not re

322、quired to comply with the sections of the Exchange Act regulating the solicitation of proxies,consents,or authorizations in respect of a security registered under the ExchangeAct;and we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their

323、share ownership and trading activities and establishing insider liability forprofits realized from any“short-swing”trading transaction.10 Commonly Used Defined Terms “ABGreen AnKang”refers to Ankang ABGreen Environmental Protection Technology Co.Ltd,a limited liability company established under the

324、laws of China,in which ABGreen Shenzhenowns a 51%equity interest;“ABGreen Fuyang”refers to ABGreen(Fuyang)Environmental Protection Technology Co.,Ltd,a company established in the PRC with limited liability,in which ABGreen Shenzhen owns a51%equity interest;“ABGreen Shenzhen”refers to Shenzhen ABGree

325、n Environmental Protection Technology Co.,Ltd,a company established in the PRC with limited liability,in which CZTI Shenzhen owns a75%equity interest;“ABGreen Shenzhen RSC”refers to Shenzhen ABGreen Reverse Supply Chain Co.,Ltd,a company established in the PRC with limited liability,in which ABGreen

326、 Shenzhen owns a 51%equity interest;“ADRs”refers to the American depositary receipts,which,if issued,would evidence ADSs;“ADSs”refers to the American depositary shares,each representing eight(8)Class A ordinary shares;“Beijing Guoxun”refers to Beijing Guoxun Renewable Resources Co.,Ltd,a company est

327、ablished in the PRC with limited liability,in which Shenzhen Digital owns a 51%equity interest.Currently,Beijing Guoxun has not engaged in any business activity;“CAGR”refers to Compound Annual Growth Rate;“China”or the“PRC”for the purposes of this prospectus only herein refers to the Peoples Republi

328、c of China,excluding Taiwan and the special administrative regions of Hong Kong andMacau;“Class 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”ref

329、ers to Carbon Zero Technologies International Inc.,a Cayman Islands company,and“we”,“us”,“our”,“the Company”refer to CZTI,CZTI HK,Carbon Source HK and itssubsidiaries,Shenzhen Chuangzhiyuan and its subsidiaries,WFOE,CZTI Shenzhen and its Operating Entities,and Xieguan Tonglian and its subsidiaries;“

330、CZTI HK”refers to Carbon Zero Technologies(Hong Kong)Limited,a limited company organized under the laws of Hong Kong and a wholly owned subsidiary of CZTI;“Carbon Source HK”refers to Carbon Source Technologies(Hong Kong)Limited,a limited company organized under the laws of Hong Kong and a wholly own

331、ed subsidiary of CZTI;“CZTI Shenzhen”refers to Shenzhen Carbon Zero Technology Co.Ltd,a company established in the PRC with limited liability,which is a wholly owned subsidiary of CZTI WFOE;“CZTI WFOE”or“WFOE”refers to Beijing Bgreen Technology Development Co.Ltd,a company established in the PRC wit

332、h limited liability,which is a wholly owned subsidiary of CZTIHK;“Guangxi Meijin”refers to Guangxi Meijin Environmental Protection Technology Co.,Ltd,a company established in the PRC with limited liability,in which ABGreen Shenzhen owns a 51%equity interest.Currently,Guangxi Meijin has not engaged i

333、n any business activity;“Gongqingcheng”refers to Gongqingcheng Yadannuo Environmental Technology Co.,Ltd,a company established in the PRC with limited liability,in which Carbon Source HK owns a 51%equity interest;“Guangdong Bo Green”refers to Guangdong Bo Green Investment Co.,Ltd,a company established in the PRC with limited liability,in which Shenzhen Chuangzhiyuan owns a 67%equityinterest.Curren