1、2025/5/22 09:38sec.gov/Archives/edgar/data/1997182/000164117225011896/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1997182/000164117225011896/formf-1a.htm1/247F-1/A 1 formf-1a.htm F-1/A As filed with the Securities and Exchange Commission on May 21,2025 Registration No.333-280115 UNITED STATES

2、SECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 AMENDMENT NO.9 TOFORM F-1REGISTRATION STATEMENTUnderThe Securities Act of 1933 Carbon Zero Technologies International Inc.(Exact name of Registrant as specified in its charter)Not Applicable(Translation of Registrants name into English)Cayman Is

3、lands 5090 Not Applicable(State or other jurisdiction ofincorporation or organization)(Primary StandardIndustrialClassification CodeNumber)(I.R.S.EmployerIdentification Number)Room 610,Block A,Bairuida BuildingBanxuegang Avenue,Wanke City CommunityBantian Street,Longgang DistrictShenzhen,China,51810

4、0Tel:+86 0755-23485305(Address,including zip code,and telephone number,including area code,of Registrants principal executive offices)The Crone Law Group,P.C.420 Lexington Ave,Suite 2446New York,NY 10170646-861-7891(Name,address,including zip code,and telephone number,including area code,of agent fo

5、r service)Copies to:Mark Crone,Esq.Liang Shih,Esq.Zhiqi“Camilla”Zheng,Esq.The Crone Law Group,P.C.420 Lexington Ave,Suite 2446New York,NY 10170646-861-7891 Mitchell S.Nussbaum,Esq.Lili Taheri,Esq.Vivien Bai,Esq.Loeb&Loeb LLP345 Park Avenue,New York,NY 10154212-407-159 Approximate date of commencemen

6、t 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 are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,or the Securities Act,check

7、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 the Securities Act registration statement numberof the earlier effective registration statement for the same offering.If this Form

8、 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 the earliereffective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rul

9、e 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 same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities

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

11、vided 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 Standards Board to its Accounting Standards Codification after April 5,2012.The Registrant hereby amends this registration statement

12、 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 registration statement shall thereafter become effective in accordance with Section 8(a)of the Securities Act,as amended,or until the registra

13、tion statementshall become effective on such date as the U.S.Securities and Exchange Commission,acting pursuant to said Section 8(a)may determine.2025/5/22 09:38sec.gov/Archives/edgar/data/1997182/000164117225011896/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1997182/000164117225011896/formf-

14、1a.htm2/247 EXPLANATORY NOTE This registration 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 3,33

15、5,000 American Depositary Shares(“ADSs”)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 po

16、tential resale by the selling shareholder 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 Off

17、ering Prospectus,except for the following 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

18、 and the Shareholder ADSs will be listed 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 Off

19、ering ADSs and the Shareholder ADSs,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 differe

20、nt“Use of Proceeds”sections,with the 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

21、Capitalization and Dilution sections 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 includ

22、ed only in the Resale Prospectus;and 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“Alte

23、rnate Pages”)to reflect the foregoingdifferences 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 t

24、he Public Offering Prospectus except 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 list

25、ed 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 subjectto change or at negotiated prices,or in any manne

26、r 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 pursuant to the registration statement and the date on

27、 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 offering of the Shareholder ADSs may extend for a longer per

28、iod 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 Prospectus could affect the price and liquidity of,an

29、d demand for,theADSs.This risk and other risks are included in“Risk Factors”in each of the Public Offering Prospectus and the Resale Prospectus.2025/5/22 09:38sec.gov/Archives/edgar/data/1997182/000164117225011896/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1997182/000164117225011896/formf-1a

30、.htm3/247 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 Exchange Commission is effective.This preliminary prospectus is not an offer to sell nor does it se

31、ek an offer to buy these securities in any jurisdiction where the offer or sale is notpermitted.SUBJECT TO COMPLETIONPRELIMINARY PROSPECTUS DATED MAY 21,2025 Carbon Zero Technologies International Inc.3,335,000 American Depositary Shares Representing 26,680,000 Class A Ordinary Shares This is an ini

32、tial 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 firm commitment basis 3,335,000 ADSs(the“Public Offering ADSs”).In addition,the registration statement

33、 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 ADSs”)by our shareholder(the“Selling Shareholder”).Theinitial public offering of the Public Offering A

34、DSs 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 Technologies International Inc.Prior to this offering,there has been no public market for the ADSs or our

35、 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 offering exempt from registration,until the ADSs are listed on the Nasdaq Global Market,or Nasdaq.Once,a

36、nd 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.The Company w

37、ill 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 tomaintain the

38、 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 the Public Off

39、ering 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 other risks

40、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 Nasdaq.This offering is contingent on the listing of the ADSs on Nasdaq.At this time,Nasdaq has not yet ap

41、proved 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 the ADSs involves a high degree of risk,including the risk of losing your entire investment.See“Risk Fa

42、ctors”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.securities laws and are eligible for reduced public company reporting requirements.Pleaseread the disclosures

43、 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 conduct substantially all of our operations through theOperating Entities in China.Investors in the AD

44、Ss 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 Entities.Our operating structure involves unique risks to investors.The Chinese regulatory authorities coul

45、d 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 couldcause the value of the ADSs to significantly decline or in those ADSs becoming worthless.See“Risk Fac

46、tors Risks Related to Doing Business in the PRC”beginning on page 31 of thisprospectus for a discussion of these legal and operational risks.2025/5/22 09:38sec.gov/Archives/edgar/data/1997182/000164117225011896/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1997182/000164117225011896/formf-1a.ht

47、m4/247 As used in this prospectus,terms such as“the Company,”“CZTI,”“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)Li

48、mited(“Carbon Source HK”)and its PRCsubsidiaries,Beijing Bgreen Technology 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(

49、Shenzhen)Co.,Ltd and its PRC subsidiaries.We directly hold 100%ofthe 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(She

50、nzhen)Technology Co.,Ltd and directly owns 65%of the equity interests 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

51、 Resources Co.,Ltd.Xieguan Tonglian(Shenzhen)Technology Co.,Ltd directly 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 Pro

52、tectionTechnology Co.,Ltd.Shenzhen Carbon Poly Digital Technology 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 equit

53、y interests in Carbon Source HK whichdirectly owns 51%of the equity 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 Environment

54、al Protection Technology Co.,Ltd.All of our China operating activities 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.

55、We face various risks associated with being based in or having our 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

56、or United States regulations,which risks could result in amaterial 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

57、 in mainland China,the Chinese government may exercise significant 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 businessa

58、nd 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 theChinese government may also be implemented quickly with little advance notice,and the Chinese government may intervene or i

59、nfluence our subsidiaries at any time or may exert morecontrol 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 registeringfor sale.Any actions by the Chinese government to exert mor

60、e oversight 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 or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such sec

61、urities tosignificantly decline or be worthless.Therefore,our assertions 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

62、China with little advance notice,including cracking down on illegal 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 s

63、ecurity protection,and expanding the efforts in anti-monopoly enforcement.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

64、other capitalmarkets activities and foreign investment in China-based 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

65、the date of this prospectus,we have not engaged in any monopolistic 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 PRCr

66、egulators share the same interpretation.Because these statements 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

67、 be amended or promulgated,if any,or the potential impactsuch amended 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 applica

68、tion to the China Securities Regulatory Commission(the“CSRC”)within 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 20,202

69、3.On May30,2024,the CSRC published a Filing Completion Notice on 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 Comple

70、tion Notice,we have fulfilled the CSRCs requirementsregarding our 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 ch

71、ange 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 the listing place,possible changes of control afterthe ad

72、justment 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 completion of this offering,we shall report the offering information to the CSRC within 15 business days.If a violation

73、 of the foregoing and related regulations occurs,the CSRCmay order 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 compl

74、etely hinder our ability to offer or continue to offer ADSs to investors 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 timelymann

75、er under PRC laws and regulations,we may be subject to investigations 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 mat

76、erial adverse change in our operations,limit our ability tooffer 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

77、to offer and list the ADSs,cause significant disruption to our business 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

78、prospectus for adiscussion of these legal and operational risks.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 onDecember 29,2022.The amended HFCAA states that if the U.S.Securities and Ex

79、change Commission(the“SEC”)determines that we have filed audit reports 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 tr

80、aded on a national securities exchange or in the over-the-counter 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

81、 a DeterminationReport on December 16,2021(the“Determination Report”)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 jurisdiction

82、s.Furthermore,the Determination Report identified thespecific registered 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

83、elsewhere in this prospectus,as an auditor of companies that are 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 A

84、sia is headquartered in New York,New York,and,as of the date of this 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 fro

85、m the list of jurisdictionswhere it is unable to inspect or investigate completely registered public accounting firms.2025/5/22 09:38sec.gov/Archives/edgar/data/1997182/000164117225011896/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1997182/000164117225011896/formf-1a.htm5/247 Each year,the PC

86、AOB 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 accounting firms in mainland China and Hong Kong and we use an accounting

87、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 for the relevant fiscal year.There can be no assurance that we would

88、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 the threat of their being delisted,maymaterially and adversely affec

89、t 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 investors or cause the value of such securities to significantly decline or

90、 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 theHFCAA,if it is later determined that the PCAOB is unable to inspect

91、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 become worthless.”beginning on page 44 of this prospectus.As of the d

92、ate 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 be transferred in accordance with the applicable laws and regulations.

93、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 to investors in the past,nor have any dividends,distributions or ass

94、et 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 PRC noncontrolling shareholders.For the year ended December 31,2023,

95、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 million to CZTI HK and provided a working capital loan of RMB 1 million toC

96、ZTI 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 have any current plan to declare or pay any cash dividends on ourshar

97、es 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 appreciation of the ADSs for return on your investment”beginning on page 4

98、8 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 holding company cantransfer cash to our subsidiaries through loans and/or

99、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 Cayman Islands holding company and subsidiary in Hong Kong.There areli

100、mitations 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 regulations on loans and direct investment.See“Prospectus Summary Cas

101、h 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 may delayor prevent us from using the proceeds of our offshore financin

102、g 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 its own behalf in the future,the instruments governing such debt may

103、 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 subsidiaries to pay dividends to their shareholders only out of their accum

104、ulated 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 and out of Chinaand governmental control of currency conversion.See“R

105、isk 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 affect the value of your investment,”beginning on page 37 of this pr

106、ospectus.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 imposition of restrictions and limitations on the ability of our Company or t

107、he 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 distributions on equitypaid by the Operating Entities to fund any cash

108、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 in or the imposition of restrictions,and limitations on the ability

109、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 thisprospectus.2025/5/22 09:38sec.gov/Archives/edgar/data/1997182/0001641172250118

110、96/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1997182/000164117225011896/formf-1a.htm6/247 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 Bordi

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

112、 Rules 5615(c),because Mr.Baitong Tang,our Chief Executive Officer,willhold,directly and indirectly,more than 50%of the voting power.See“Risk Factors Risks Related to the ADSs and this Offering We are a“controlled company”within the meaning of theNasdaq listing standards and,as a result,will qualify

113、 for,and intend to rely on,exemptions from certain corporate governance requirements.You will not 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

114、discounts(2)$0.876$2,921,460 Proceeds,before expenses$11.124$37,098,540 (1)Initial public offering 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 perc

115、ent(7.3%)per ADS(or$0.876 per ADS).We have also agreed to issue an underwriter purchase option to 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

116、percent(110%)of the public offering price of the ADSs sold in this offering.For a complete description 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 underwrite

117、rs the right,within 45 days after the date of this prospectus,to purchase up to an additional 500,250 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

118、.The underwriters are obligated to take and pay for all of the ADSs if any such ADSs are taken.We 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

119、(excludingADSs subject to this option),solely for the purpose of covering overallotments,at the initial 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 proceed

120、s to us,after underwriting commissions and expenses but before offering expenses,will be$42,663,321.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

121、 nor any other regulatory body has approved or disapproved of these securities or determined ifthis prospectus is truthful or complete.Any representation to the contrary is a criminal offense.Prospectus dated _,2025 2025/5/22 09:38sec.gov/Archives/edgar/data/1997182/000164117225011896/formf-1a.htmht

122、tps:/www.sec.gov/Archives/edgar/data/1997182/000164117225011896/formf-1a.htm7/247 2025/5/22 09:38sec.gov/Archives/edgar/data/1997182/000164117225011896/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1997182/000164117225011896/formf-1a.htm8/247 LETTER FROM THE FOUNDER Dear Investors,Thank you for

123、 your interest in us.We intend to transform the entire renewable resources recycling business in China as we develop and deploy our Online to Offline system(“O2O system”)throughonline applications and offline sites in the traditional recycling business.Our goal is to establish comprehensive,digitize

124、d,and standardized waste recycling services,covering all categories ofrecyclable materials.As such,I am excited to share with you our proprietary technology solutions,scale and financial performance,market opportunities,strengths,and growth strategies along withour outlook of the future.Our opportun

125、ity:to redefine an“overlooked”industry Chinas renewable resources recycling industry has grown steadily in the past several years.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 whic

126、h iron and steel scrap(waste ferrous metals)is the main recycled category of renewable resource.The traditionalrenewable resources recycling model mainly relies on scattered offline channels.There is a difficulty of information asymmetry in the renewable resources recycling industry in China,in whic

127、hconsumers lack awareness of where and how to sell used products.In todays extended enterprise environment,the interactions between 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 r

128、ecycling needs on our system.This information enables professional recyclingpersonnel to receive information and collect recyclable items at the consumers doorstep,not only solving the problem of low efficiency in information dissemination,but also providing consumerswith more convenient recycling m

129、ethods,and achieving efficient renewable resource recycling.Our vision:to transform the recycling services industry The end-to-end process of renewable resources recycling involves numerous steps and many different players,from major manufacturing companies to individual service providers,and everyt

130、hing inbetween.Currently,the systems and information to support all these steps are highly disjointed,making it nearly impossible 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

131、used to support the entire end-to-end process.We believe this system prototype,coupled withour proprietary technology,creates value 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

132、 become even more important as connected devices are increasingly used to capture real-time data and,in the future,as artificial intelligence is used to predict and react to demand.Our value proposition:an open system driven by supply chain capabilities and technology Chinas recycling business lacks

133、 sufficient structurethe recycling channels are fragmented and many recycling systems are idle and inefficient.We believe that building 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

134、 to success in the recycling business in China.Our outlook:the future of our Company Our corporate culture balances stability and innovation,focusing on both the present and the future.For the next three to five years,we plan to adhere to two strategic priorities:first,to pursue rapidbusiness growth

135、 by enhancing our integrated system capabilities,and second,to expand recycling categories and integrate business chain verticals.One of the biggest obstacles to the renewable resources recycling business will likely be getting companies and customers to cooperate and collaboratecreating a common vi

136、sion,developingcommon standards,and agreeing to build and use a common system.Whether companies are direct competitors or supply chain partners,each has a strategic interest in maintaining advantages overcompetitors and collaborators.However,we believe that our companys ability to create significant

137、 value for each player in our system means that every partner has an incentive to cooperate.Wehave developed recycling solutions with individual companies throughout the industry and have seen compelling cases and momentum towards shaping the future of the recycling transactionecosystem.Partnership

138、with our shareholders:creating long-term value and contributing to society I believe that a robust and sustainable business is a good business,but a business that does good for society beyond generating shareholder return is a great business.We believe that the value of abusiness lies in solving soc

139、ial problems and creating social value.If you share similar values and believe in long-term value creation both economically and socially,join us as we build a betterworld.Thank you for reading this letter.We look forward to partnering with you in the exciting journey ahead.Baitong TangFounder and C

140、EO 2025/5/22 09:38sec.gov/Archives/edgar/data/1997182/000164117225011896/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1997182/000164117225011896/formf-1a.htm9/247 TABLE OF CONTENTS PagePROSPECTUS SUMMARY1THE OFFERING13SUMMARY CONSOLIDATED FINANCIAL DATA15RISK FACTORS17SPECIAL NOTE REGARDING FO

141、RWARD-LOOKING STATEMENTS53USE OF PROCEEDS54DIVIDEND POLICY55CAPITALIZATION56DILUTION56ENFORCEABILITY OF CIVIL LIABILITIES58CORPORATE HISTORY AND STRUCTURE60MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS62INDUSTRY OVERVIEW77BUSINESS80REGULATIONS100MANAGEMENT114PR

142、INCIPAL SHAREHOLDERS120RELATED PARTY TRANSACTIONS122DESCRIPTION OF SHARE CAPITAL127DESCRIPTION OF AMERICAN DEPOSITARY SHARES146SHARES ELIGIBLE FOR FUTURE SALE155TAXATION156UNDERWRITING162EXPENSES RELATING TO THIS OFFERING171LEGAL MATTERS171EXPERTS171WHERE YOU CAN FIND ADDITIONAL INFORMATION171INDEX

143、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 prospectus.We

144、 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.Neither

145、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 who c

146、ome 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 day af

147、ter 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 allotments

148、 or subscriptions.i2025/5/22 09:38sec.gov/Archives/edgar/data/1997182/000164117225011896/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1997182/000164117225011896/formf-1a.htm10/247 PROSPECTUS SUMMARY This summary highlights certain information contained elsewhere in this prospectus.You should r

149、ead the entire prospectus carefully,including our financial statements and related notes and the risksdescribed under“Risk Factors.”Our actual results and future events may differ significantly based upon a number of factors.The reader should not put undue reliance on the forward-lookingstatements i

150、n this document,which speak only as of the date on the cover of this prospectus.Overview Established in 2016,we,through our Operating Entities,are a technology driven renewable resources recycling company and system provider and,according to the CIC Report,the largest wastehousehold appliance recycl

151、ing 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)since our inception to December 31,2023.We recycled approximately 34.1 million units of waste household appliances,waste plastic,waste paper

152、and scrap vehicles(together as“household waste”)since our inception to December 31,2024.We purchase and sell recycled renewable resources,primarily waste ferrous metals and household waste,and provide our renewable resources recyclingplatform and services based on an O2O(Online to Offline)model thro

153、ugh online applications and offline sites.We believe that we are positioned as an innovative driving force in the traditionalrecycling business,leading the digitization of recycling ecosystems in mainland China.Our goal is to establish comprehensive,digitized,and standardized waste recycling service

154、s,covering allcategories of recyclable materials.Our first operating subsidiary in mainland China,ABGreen Shenzhen,was founded in 2016,and in 2017,we launched our proprietary technology software and applications Boolv ShouShou andBoolv Collect.As of December 31,2024,more than 77,000 electrical and e

155、lectronic appliance sales personnel are registered in our mini-program Boolv ShouShou and provide household waste andconsumer electronics source information.More than 35,000 third-party recycling personnel who perform on-site collection of renewable resources are registered in our Boolv Collect app

156、as ofDecember 31,2024,which allows registered recycling personnel to bid for and accept recycling orders by connecting with suppliers on our renewable resources recycling online system.In 2020,welaunched our Boolv Sorting Center app for sourcing information on collection,inventory management,and set

157、tlement 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 recycling and disposal of waste metallic resources business,which developed rapidly and became the recycling category that contributed to t

158、he largest percentage of ourrevenue in fiscal years 2023 and 2024.Our business scope currently includes waste metallic resource recycling,household waste recycling,pre-owned electronic sales,as well as downstreamservices such as metallic resources and household waste dismantling and disposal.Our mai

159、n 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),respectively,with a year-over-year growth of 11.8%in 2024 compared to 2023.Our Competitive Strengths Extensive Nationwide Recycling Networ

160、k:We have established a renewable resources recycling network covering more than 500 cities(including county-level cities).Our networkincludes approximately 3,800 third-party recycling stations and more than 35,000 registered recycling personnel as of December 31,2024.This capability allows end-to-e

161、nd coverage forconnecting the upstream suppliers to the downstream second-hand sales platforms and markets and dismantling and disposal enterprises.We believe our network offers us four majoradvantages:Efficient Recycling:We allow complete on-site collection within 24 hours after users/suppliers pla

162、ce their orders for recycling,greatly improving service efficiency and establishinga leading competitive edge in nationwide recycling services in China.12025/5/22 09:38sec.gov/Archives/edgar/data/1997182/000164117225011896/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1997182/000164117225011896

163、/formf-1a.htm11/247 Effective 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-p

164、arty recycling stations,transfer 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

165、supply partnerships with over 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

166、internet technology and offline 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 refin

167、ed classification of the recycled 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 sal

168、es records,which arerecorded 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 collec

169、tively enhance corporate,environmental,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 recy

170、cling station,transit yard,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 dismantlingenterprise

171、s.The data collected from the 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 gove

172、rnments,and we were invited 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 upstr

173、eam supplier and downstream 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 furt

174、her grow our business as well 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 opportuniti

175、es to expand our renewable 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 developmen

176、t capabilities,increase investments 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

177、and promote innovation and enhancecapabilities of our technology system and recycling ecosystem.22025/5/22 09:38sec.gov/Archives/edgar/data/1997182/000164117225011896/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1997182/000164117225011896/formf-1a.htm12/247 Online and Offline Customer Growth:W

178、e 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 online systems,we aim to cover more cities and connect with more upstream supply channels,such as towns and c

179、ommunities 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 2,000 traditionaloffline recycling stations and to expand to cover over 6,000 offline recycling stations.Expand

180、 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 services to cover a wider range of renewable resources categories.These categories include not only waste met

181、allic 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 include environmentally-sound dismantling.This extension would enable us to increase our gross profit margi

182、n,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,completed the filing of the Registration Certificate for Renewable Resource Recycling Operations with theMinist

183、ry 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 Commerce on March 5,2025.Furthermore,our recent investment in Hubei Jinke has expanded our business scope,includi

184、ng 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 extending the Companys valuechain.Strengthen Business Collaborations:We believe that connecting with a wider

185、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 establish partnerships with various third-party systems,including property management,appliancerepair,home cleaning

186、,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 concept for enterprises globally,and China has implemented policies requiring annual ESG accountability reportsfr

187、om 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 ultimate mission of zero waste product solutions.Participation in Carbon Trading:In 2021,China launched the wo

188、rlds 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 accumulate carbon quotas for future profit growth by participating in international/domestic carbon markets.OnSep

189、tember 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 and Structure We are a Cayman Islands holding company and primarily conduct our operations in China through A

190、BGreen 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:On July 21,2022,CZTI Shenzhen acquired the 75%equity interests in ABGreen Shenzhen.On July 13,2023,we incor

191、porated 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 subsidiary of CZTI.On August 30,2023,we incorporated CZTI WFOE,our onshore holding company,as a wholly owned sub

192、sidiary of CZTI HK.On September 25,2023,CZTI WFOE acquired the entire equity interests in CZTI Shenzhen.32025/5/22 09:38sec.gov/Archives/edgar/data/1997182/000164117225011896/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1997182/000164117225011896/formf-1a.htm13/247 Our current corporate struct

193、ure does not contain any VIE structures in the PRC and neither 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 princi

194、pal executive office is located at Room 610,Block A,Bairuida 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 I

195、nternational Cayman Limited,Suite#4-210,Governors Square,23 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:42025/5/22 09:38sec.gov/Archives/edgar/data/1997182/00016

196、4117225011896/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1997182/000164117225011896/formf-1a.htm14/247 Summary of Risk Factors Investing in the ADSs involves a high degree of risk.Our business is subject to multiple risks and uncertainties,as more thoroughly described in“Risk Factors”beginni

197、ng 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 challenges and potential setbacks due to the rapidly evolving renewable re

198、sources 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 growth if we cannot meet talent recruitment needs for technological developmen

199、t,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 enhanced compatibility and functionality in digitalsystems,IT capabilities,trace

200、ability 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 we are unable to carefullyevaluate our investment,market risks,and optimiza

201、tion 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 partners in the renewable resources recycling value chain poses a risk of ad

202、verse 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 and the fees we charge related to services on our online system may fluctuat

203、e 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 offering of new services may expose us to new challenges and more risks.Any

204、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 Related to Doing Business in the PRC The approval,filing or other requiremen

205、ts 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 may completely hinder our ability to offer ADSs,cause significant disruptio

206、n 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 approval,filing or other requirements of the China Securities Regulatory Commis

207、sion 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 ADSs,cause significant disruption to our businessoperations,and severely dam

208、age 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 government could have a material adverse effect on our business,financial c

209、ondition 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 conditions of the PRC government could have a material adverse effect on our bu

210、siness,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 government regarding business activities of U.S.-listed PRC businesses may negativel

211、y 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.Furthermore,we are subject to extensive and evolving legal development,non-c

212、ompliance 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 completely hinder our ability to offer or continue to offersecurities to investors

213、 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 enforcement of PRC laws,rules,and changes in policies,laws,rules and regulation

214、s 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 may result in a material change in our operations and/or the value of the ADS

215、s 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.”beginning on page 33 of this prospectus.52025/5/22 09:38sec.gov/Archives/edgar/

216、data/1997182/000164117225011896/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1997182/000164117225011896/formf-1a.htm15/247 Because we operate in mainland China,the Chinese government may exercise significant oversight and discretion over the conduct of our subsidiaries business and may interve

217、ne orinfluence their operations,including that of our PRC subsidiaries,at any time,which could result in a material adverse change in our business and operations,prospects,financial condition,and results of operations,and the value of our securities.Changes in the policies,regulations,rule,and the e

218、nforcement of laws of the Chinese government may also be implemented quicklywith little advance 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 resul

219、t in material changes in operations and/or the value of the securities we are registering for 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 significantl

220、y change our operations,limit orcompletely hinder our ability to offer or continue to offer 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 c

221、annot be certain.See“Risk Factors Risks Related to Doing Business in the PRC Because we operate 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 ou

222、r PRC subsidiaries,at any time,which could 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 als

223、o be implemented quickly with little advance 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 in China-based issuers,which could result in material changes in operations and/or the val

224、ue of the securities we are registering for sale.Any actions by the Chinese government to exert 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

225、 ourability to offer or continue to offer securities to investors and cause the value of such 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 pro

226、spectus.Recent oversight by the CAC over data security,particularly for companies seeking to 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 es

227、tablishment of offshore special purpose companies by PRC residents may subject us to liability 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

228、 on dividends and other distributions on equity paid by the Operating Entities to fund any 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 t

229、he PRC due to interventions in or the imposition ofrestrictions,and limitations on the ability 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 Fac

230、tors Risks Related to Doing Business in the PRC We may rely on dividends and other distributions 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

231、available to fund operations or for other use outside of the PRC due to interventions 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

232、 effect on our ability to conduct our business.”beginning on page 35of this prospectus.You 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 Kon

233、g legal system embodies uncertainties which could limit the availability of legal protections.Our Hong Kong subsidiary is subject to Hong Kong laws and regulations regarding data security,which could subject them to government enforcement actions and investigations,fines,penalties,and suspension or

234、disruption of their operations.Risks Related to Our Corporate Structure and Operations We are a foreign private issuer within the meaning of the rules under the Exchange Act,and as such we are exempt from certain provisions applicable to U.S.domestic public companies.As a company incorporated in the

235、 Cayman Islands,we are permitted to adopt certain home country practices in relation to corporate 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 governa

236、nce listing standards.We will incur increased costs as a result of being a public company,particularly 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 t

237、o disclose information publicly may put us at a disadvantage to competitors that are private companies.We are a“controlled company”within the meaning of the Nasdaq listing standards and,as a result,will qualify for,and intend to rely on,exemptions from certain corporate governancerequirements.You wi

238、ll not have the same protections afforded to shareholders of companies that are subject to 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 determi

239、ned that the PCAOB is unable toinspect and investigate completely our auditor.The delisting 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 bee

240、n no public market for the ADSs prior to this offering,and you may not be able to resell the 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 transactio

241、ns that holders of our Class Aordinary shares and the ADSs may view as beneficial.If we fail 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 publ

242、ic offerings of companies with smaller public floats have experienced extreme stock price run-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 th

243、e rapidly changing value of the ADSs.ADS holders may not be entitled to a jury trial with respect 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

244、 may be submitted to arbitration.62025/5/22 09:38sec.gov/Archives/edgar/data/1997182/000164117225011896/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1997182/000164117225011896/formf-1a.htm16/247 Cash Transfers and Dividend Distributions As of the date of this prospectus,our Cayman Islands hold

245、ing 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 the Cayman Islands holding company.For the

246、 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 subsidiaries.For the year endedDecember 31,2024,

247、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 2024.Our board of directors has complete discr

248、etion 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 may be subject to U.S.federal income tax.Our

249、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“TaxationUnited States federal income tax considerati

250、onsDividends 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 Offering We currently do not expect to pay

251、dividends 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 capital contributions may be transferred among o

252、ur 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 subsidiaries can transfer cash to CZTI HK,Carbo

253、n 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 limitations on the ability to transfer cash betwee

254、n 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 to Doing Business in the PRC PRC regulations

255、 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 and adversely affect ourliquidity and busine

256、ss”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/Carbon Source HK and the Cayman Islands holding

257、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 our PRC subsidiaries to CZTI HK/Carbon Sou

258、rce 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 Chinese operating entity,the funds or assets may

259、 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 Factors Risks Related to Doing Business in

260、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 be available to fund operations or for oth

261、er 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 adverse effect on our ability to conduct our bu

262、siness”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 dividends and otherobligations and affect the v

263、alue 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 subsidiaries,or investors.Rather,the funds

264、 can be transferred in accordance with the applicable laws and regulations.72025/5/22 09:38sec.gov/Archives/edgar/data/1997182/000164117225011896/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1997182/000164117225011896/formf-1a.htm17/247 Recent PRC Regulatory Developments Recently,the PRC gover

265、nment initiated a series of regulatory actions and statements to regulate business operations in certain areas in China with little advance notice,including cracking down onillegal activities in the securities market,enhancing supervision over China-based companies listed overseas using a variable i

266、nterest entity structure(“VIE”),adopting new measures to extend thescope of cybersecurity reviews,and expanding the efforts 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 fo

267、r Cybersecurity Review,which came into effect on February 15,2022.Pursuant to the Measures for Cybersecurity Review,(i)where the relevant activity affects or may affect national security,a“critical information infrastructure operator,”or a CIIO,that purchasesnetwork products and services,or an inter

268、net platform operator that conducts data process activities,shall be subject to the cybersecurity review,(ii)an application 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 t

269、o list its securities on a foreign stock exchange,and(iii)relevant governmental authorities in the PRC may initiate cybersecurity 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

270、,Zhong Lun Law Firm,as of the date of this prospectus,we are not required to declare a cybersecurity review with the CAC,according 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,

271、and currently do not have over one million userspersonal information and do not anticipate that we will be collecting over 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 pr

272、ospectus,we have not received any notice from any authorities identifying us as CIIOs or requiring us to undergo a cybersecurity 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

273、Overseas Securities Offering and Listing by Domestic Enterprises,or the Trial Measures,which became effective onMarch 31,2023.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

274、Arrangements for the Filing of Overseas Listings by Domestic Enterprises and the relevant CSRC Answers to Reporter Questions 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 t

275、o offer or list securities overseas,both directly and indirectly,shouldfulfill the filing procedures with the CSRC;if a domestic 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 a

276、nd list securities in an overseas market,the issuer shall designate a major domestic operating entity responsible for all filing 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.O

277、n February 24,2023,the CSRC,Ministry of Finance of the PRC,National Administration of State Secrets Protection and National Archives Administration of China jointly issued the Provisions onStrengthening the Confidentiality and Archive Management Work Relating to the Overseas Securities Offering and

278、Listing,or the“Confidentiality Provisions”,which came into effect on March 31,2023,with the Trial Measures.The Confidentiality Provisions require that,among other things,(i)a domestic company that plans to,either directly or through its overseas listed entity,publiclydisclose or provide to relevant

279、individuals or entities including securities companies,securities service providers and overseas regulators,any documents and materials that contain state secrets orworking secrets of government agencies,shall first obtain approval from competent authorities according to law,and file with the secrec

280、y administrative department at the same level;and(ii)domestic company that plans to,either directly or through its overseas listed entity,publicly disclose or provide to relevant individuals and entities including securities companies,securities serviceproviders and overseas regulators,any other doc

281、uments and materials that,if leaked,will be detrimental to national security or public interest,shall strictly fulfill relevant procedures stipulated byapplicable national regulations.For more details of the Overseas Listing Filing Rules and the Confidentiality Provisions,please refer to“Regulations

282、 Regulations Relating to Overseas Listing.”According to the Overseas Listing Filing Rules,we are required to submit the filing application to the CSRC within three business days after our submission of application for any overseas initialpublic offering and listing and complete the filing procedure

283、before our overseas initial public offering and listing.We have submitted a filing with the CSRC with respect to our overseas 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”),

284、confirming thatwe have completed the filing procedures with the CSRC under the Trial Measures.Upon completion of the CSRC filing procedures,which was evidenced by the Filing Completion Notice,we havefulfilled the CSRCs requirements regarding our overseas offering and listing under the Trial Measures

285、.However,from the date of issuance of the Filing Completion Notice to the completion of thisoffering,if we experience any material 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 equ

286、ity 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 after theadjustment of the offering plan,and increases in the proportion of shares to be issued,we shall update the filing document

287、s with the CSRC within three business days.Additionally,upon completionof 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 CSRC may order rectification,issuewarnings,and impose a fine between

288、 RMB 1 million and RMB 10 million on our PRC Subsidiaries,which could adversely and materially affect our business operations 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 sig

289、nificantly decline or the ADSs to become worthless.Additionally,if we do not obtain the permissions and approvals of the filing 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,or

290、dered to suspend our relevant operations and rectify any non-compliance,prohibited from engaging in relevant business orconducting 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

291、 such securities tosignificantly decline in value or become worthless.Any failure of fully complying with the approval,filing 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,w

292、hich would materially and adversely affect our financial condition and results of operations.For details of theassociated risks,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 a

293、uthorities may be required in connection with this offering under PRC law.Any failure of fully complying with the approval,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

294、would materially and adversely affect our financial condition and resultsof operations.”Additionally,all of our PRC subsidiaries are required to obtain business licenses and the subsidiary engaged in vehicle dismantling-related activities need to obtain the qualification certificates forEnd-of-Life

295、Vehicle Dismantling Enterprises from competent PRC authorities to operate our business.See“Risk Factors Risks Related to Our Business and Industry Any failure to obtain orrenew certain filings,approvals,licenses,permits and certificates required for our business operations may materially and adverse

296、ly affect our business,financial condition and results ofoperations.”beginning on page 25 and see also“Regulations”beginning 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

297、 or approvals needed to engage in the businessescurrently conducted in China,and no permission or approval has been denied,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 releva

298、nt PRC governmental authorities,including the CSRC,would reach the same conclusion as us,or that the CSRC,CAC or any other 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

299、 approvals for thisoffering.If we(i)do not receive or maintain our requisite permissions or approvals,(ii)inadvertently concluded 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 approva

300、ls in the future,our ability to offer or continue to offer the ADSs to investors could be significantlylimited or completed 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.The

301、se regulatory agencies may impose fines,penalties,limit our operations in China,or take other actions that could have a material 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

302、 to read about factors you should consider before buying the ADSs.82025/5/22 09:38sec.gov/Archives/edgar/data/1997182/000164117225011896/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1997182/000164117225011896/formf-1a.htm18/247 Implication of the Holding Foreign Companies Accountable Act The H

303、olding 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 accounting firm

304、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 consecutive n

305、on-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 accounting firm

306、sheadquartered 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”).Our auditor,

307、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 PCAOB cond

308、ucts 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 PCAOB issued

309、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 investigate audit

310、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 issue an aud

311、itreport 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”for any fut

312、ure 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 result in a ma

313、terial 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 details,see“Risk

314、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 of and pro

315、hibition 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 located at Room 6

316、10,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 deemedincorpo

317、rated 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 United Sta

318、tes 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”).For as l

319、ong 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 of related

320、 Managements Discussion and Analysis of Financial Condition and Results of Operations,or“MD&A”;92025/5/22 09:38sec.gov/Archives/edgar/data/1997182/000164117225011896/formf-1a.htmhttps:/www.sec.gov/Archives/edgar/data/1997182/000164117225011896/formf-1a.htm19/247 are not required to provide a detaile

321、d narrative disclosure discussing our compensation principles,objectives and elements and analyzing how those elements fit with our principles andobjectives,which is commonly referred to as“compensation discussion and analysis”;are not required to obtain an attestation and report from our auditors o

322、n our managements assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of2002;are not required to obtain a non-binding advisory vote from our shareholders on executive compensation or golden parachute arrangements(commonly referred to as the“say-on-pay,”“say

323、-on frequency”and“say-on-golden-parachute”votes);are exempt from certain executive compensation disclosure provisions requiring a pay-for-performance graph and chief executive officer pay ratio disclosure;are eligible to claim longer phase-in periods for the adoption of new or revised financial acco

324、unting 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 second annual report on Form 20-F following the effectiveness of our initial publicoffering.We intend to take advantage of all reduced reporting req

325、uirements and exemptions,including the longer phase-in periods for the adoption of new or revised financial accounting standards under 107of the JOBS Act.Our election to use the phase-in periods may make it difficult to compare our financial statements to those of non-emerging growth companies and o

326、ther 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-described reduced reporting requirements and exemptions until we no longer meet the definition of an emerging growth company.We willremain an emer

327、ging 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;(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 prece

328、ding 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 the 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 n

329、on-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 company,we will not be entitled to the exemptions provided in the JOBS Act discussed above.Foreign Private Issuer Status We are a foreign privat

330、e 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 provisionsapplicable to United States domestic public companies.For example:we are not required to provide as many Exchange Act reports,or as frequently

331、,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 rules that apply to domestic public companies;we are not required to provide the same level of disclosure on certain issues,such as executive comp

332、ensation;we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information;we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies,consents,or authorizations in respect of a security

333、 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 share ownership and trading activities and establishing insider liability forprofits realized from any“short-swing”trading transaction.102025/5/22 09:38sec.gov/Archives/edgar/data/1997182/000164117225011896/formf-1a.htmhttps:/www.sec.gov/Archive