F-1/A registers 3,335,000 ADSs and 1,500,000-share resale for Nasdaq IPO

### F-1/A - F-1/A
F-1/A
1
formf-1a.htm
F-1/A

As
filed with the Securities and Exchange Commission on May 26, 2026

Registration
No. 333-280115

UNITED
STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 13

TO

FORM
F-1

REGISTRATION STATEMENT

Under

The Securities Act of 1933

Carbon
Zero Technologies International Inc.

(Exact
name of Registrant as specified in its charter)

Not
Applicable

(Translation of Registrant’s name into English)

Cayman
Islands |
|
5090 |
|
Not
Applicable |

(State
or other jurisdiction of

incorporation
or organization)
|
|
(Primary
Standard

Industrial

Classification Code

Number) |
|
(I.R.S.
Employer

Identification Number) |

8
Eu Tong Sen Street, #16-81

The
Central, Singapore，059818

Tel:
+65 6592 7626

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

COGENCY GLOBAL INC.

122 East 42nd Street, 18th Floor

New York, NY 10168

+1 (800) 221-0102

(Name,
address, including zip code, and telephone number, including area code, of agent for service)

Copies
to:

Charlotte
Westfall, Esq.

Rimon, P.C.

800 Oak Grove Avenue, Suite 250

Menlo
Park, CA 94025

415-869-7180

|
|
Mitchell
S. Nussbaum, Esq.

Lili
Taheri, Esq.

Vivien
Bai, Esq.

Loeb
& Loeb LLP

345
Park Avenue,

New
York, NY 10154

212-407-159
|

Approximate
date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If
any of the securities being registered on this Form 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 the following box. ☒

If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
☐

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

If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective 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 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 for complying with any new or revised financial accounting standards† provided
pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

† | The
term “new or revised financial accounting standard” refers to any update issued
by the Financial Accounting Standards Board to its Accounting Standards Codification after
April 5, 2012. |

The
Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act, as amended, or until the registration statement shall become effective on such
date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a) may determine.

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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.

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● |
Public
offering prospectus. A prospectus (the “Public Offering Prospectus”) to be used for the public offering of 3,335,000
American Depositary Shares (“ADSs”) representing 13,340,000 Class A ordinary shares of the Registrant (the “Public
Offering ADSs”), through the underwriters named on the cover page of the Public Offering Prospectus. |

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● |
Resale
prospectus. A prospectus (the “Resale Prospectus”) to be used for the offer and potential resale by the selling shareholder
identified in this registration statement (the “Selling Shareholder”) of 1,500,000 American depositary shares
representing 6,000,000 Class A ordinary shares of the Registrant (the “Shareholder ADSs”). |

The
Resale Prospectus is substantively identical to the Public Offering Prospectus, except for the 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 Offering ADSs will only be included in the Public Offering Prospectus and the Shareholder
ADSs will be listed on the outside and inside front covers of the Resale Prospectus without identification of the underwriters and
related compensation information; |

|
● |
it
contains different “Offering” sections in the Prospectus Summary section relating to the offering of the Public Offering
ADSs and the Shareholder ADSs, as applicable; such Offering section 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 summarize the offering of the
Shareholder ADSs; |

|
● |
it
contains different “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 from the sale of the Shareholder ADSs by the Selling Shareholder that
occur pursuant to this registration statement; |

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● |
it
does not contain the Capitalization and Dilution sections included in the Public Offering Prospectus; |

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● |
a
“Selling Shareholder” section is only included in the Resale Prospectus; |

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● |
the
“Underwriting” section from the Public Offering Prospectus is not included in the Resale Prospectus and the “Plan
of Distribution” section is included only in the Resale Prospectus; and |

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● |
it
does not contain the Legal Matters section and does not include a reference to counsel for the underwriters. |

The
Registrant has included in this registration statement a set of alternate pages after the back-cover page of the Public Offering Prospectus
(the “Alternate Pages”) to reflect the foregoing differences 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 the Registrant.
The Resale Prospectus will be substantively identical to the Public Offering Prospectus except for the addition or substitution of the
Alternate Pages and will be used for the resale offering by the Selling Shareholder.

The
Selling Shareholder will not be able to sell the Shareholder ADSs, except in an offering exempt from registration, until the ADSs are
listed on the Nasdaq Global Market, or 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 subject to change
or at negotiated prices, or in any manner permitted by the Securities Act. The Company will not receive any proceeds from the sale of
any of the Shareholder ADSs. The offering of the Shareholder ADSs will terminate at the earlier of such time as all of the Shareholder
ADSs have been sold pursuant to the registration statement and the date on which it is no longer necessary to maintain the registration
of the Shareholder ADSs as a result of such ADSs being permitted to be offered and resold without restriction pursuant to the provisions
of Rule 144 of the Securities Act, and the offering of the Shareholder ADSs may extend for a longer period of time than the offering
of the Public Offering ADSs. The Shareholder ADSs may be sold once ADSs begin trading on Nasdaq 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, the ADSs. This risk and other risks are included in “Risk Factors” in each of the Public Offering Prospectus
and the Resale Prospectus.

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|

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 Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to
sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT
TO COMPLETION

PRELIMINARY
PROSPECTUS DATED May 26, 2026

Carbon
Zero Technologies International Inc.

3,335,000 American Depositary
Shares

Representing 13,340,000
Class A Ordinary Shares

This
is an initial public offering of American depositary shares, or ADSs, representing Class A ordinary shares of Carbon Zero Technologies
International Inc., a Cayman Islands exempted company. We are offering on a firm commitment basis 3,335,000 ADSs (the “Public Offering
ADSs”). In addition, the registration statement of which this prospectus forms a part also registers on behalf of the Selling Shareholder
the resale of an aggregate of 6,000,000 Class A ordinary shares represented by 1,500,000 ADSs (the “Shareholder ADSs”)
by our shareholder (the “Selling Shareholder”). The initial public offering of the Public Offering ADSs and the offering
of the Shareholder ADSs are collectively referred to herein as the offering. Each ADS represents four (4) 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 Class A ordinary shares. We expect that the initial 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, 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 subject to change
or at negotiated prices, or in any manner permitted by the Securities Act. The Company will not receive any proceeds from the sale of
any of the Shareholder ADSs. The offering of the Shareholder ADSs will terminate at the earlier of such time as all of the Shareholder
ADSs have been sold pursuant to the registration statement and the date on which it is no longer necessary to maintain the registration
of the Shareholder ADSs as a result of such ADSs being permitted to be offered and resold without restriction pursuant to the provisions
of Rule 144 of the Securities Act, and the offering of the Shareholder ADSs may extend for a longer period of time than the offering
of the Public Offering ADSs. The Shareholder ADSs may be sold once ADSs begin trading on Nasdaq 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, the ADSs. This risk and other risks are included in “Risk Factors” in each of the Public Offering Prospectus
and the Resale Prospectus.

We
have reserved the symbol “CZTI” for purposes of listing the ADSs on the Nasdaq Global Market, or Nasdaq. This offering is
contingent on the listing of the ADSs on Nasdaq. At this time, Nasdaq has not yet approved our application to list the ADSs. There is
no assurance that such application will be approved, and if our application is not approved by Nasdaq, this offering may not be completed.

Investing
in the ADSs involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning
on page 17 to read about factors you should consider before 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. Please read the disclosures beginning on page 9 and on page
10 of this prospectus for more information.

We
are not a Chinese operating company but a Cayman Islands holding company. We have no material operations of our own and conduct substantially
all of our operations through the Operating Entities in China. Investors in the ADSs are purchasing equity interests in the Cayman Islands
holding company, and not in the Operating Entities. Investors in the ADSs may never hold equity interests in the Operating
Entities. Our operating structure involves unique risks to investors. The Chinese regulatory authorities could disallow our operating
structure, which would likely result in a material change in our operations and/or a material change in the value of the ADSs representing
our Class A ordinary shares and could cause the value of the ADSs to significantly decline or in those ADSs becoming worthless. See
“ Risk Factors — Risks Related to Doing Business in the PRC” beginning on page 31 of this prospectus for a discussion
of these legal and operational risks.

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|

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 suggests otherwise, and also includes Carbon Zero Technologies (Hong Kong) Limited
(“CZTI HK”) and its PRC subsidiaries, as well as Carbon Source Technologies (Hong Kong) Limited (“Carbon Source
HK”) and its PRC subsidiaries. We directly hold 100% of the equity interests in CZTI HK which directly owns 100% of the equity
interests in CZTI WFOE, which directly owns 100% of the equity interests in CZTI Shenzhen. CZTI HK also directly owns 100% of the equity
interests in Xieguan Tonglian (Shenzhen) 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 interests in Jushang (Hebei) Renewable Resources Co., Ltd. Xieguan Tonglian (Shenzhen)
Technology Co., Ltd. directly owns 100% of equity interests of Shenzhen Yize Environmental Protection Technology Co., Ltd.,
Shenzhen Bgreen Environmental Technology Co., Ltd., Shenzhen Carbon Poly Digital Technology Co., Ltd., and Shenzhen Green
Blue Environmental Protection Technology Co., Ltd. Shenzhen Carbon Poly Digital Technology Co., Ltd. directly owns 51% of equity
interests in Beijing Guoxun Renewable Resources Co., Ltd. and Carbon Baike (Beijing) Environmental Protection Technology Co.,
LTD. Shenzhen Yize Environmental Protection Technology Co., Ltd. directly owns 51% of equity interests in Henan Zhicheng Industrial Park
Management Co., LTD. CZTI Shenzhen further directly owns 75% equity interests in of Shenzhen ABGreen Environmental Protection
Technology Co., Ltd. (“ABGreen Shenzhen”). We directly hold 100% of the equity interests in Carbon Source HK which directly
owns 100% of the equity interests in Hubei Carbon Link Recycling Technology Co., Ltd. (“Hubei Carbon Link”) and 51%
of the equity interests in Gongqingcheng Yadannuo Environmental Technology Co., Ltd., Jiangxi Jingchuang Metal Manufacturing Co.,
Ltd. (“Jingchuang Metal”), Jiangxi Qi Hong New Material Technology Co., Ltd., and Henan ABGreen Environmental
Protection Technology Co., Ltd. (“ABGreen Henan”). All of our China operating activities are conducted under
our Operating Entities. We do not currently use a variable interest entity (“VIE”) structure. See “ Corporate
History and Structure ” beginning on page 60 of this prospectus.

We
face various risks associated with being based in or having 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 or United States regulations, which risks could result in a material 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
or continue to offer securities to investors. Because we operate in mainland China, the Chinese government may exercise significant oversight
and discretion over the conduct of our subsidiaries’ business and may intervene or influence their operations, including that of
our PRC subsidiaries, at any time, which could result in a material adverse change in our business and operations, prospects, financial
condition, and results of operations, and the value of our securities. Changes in the policies, regulations, rule, and the enforcement
of laws of the Chinese government may also be implemented quickly with little advance notice, and the Chinese government may intervene
or influence our subsidiaries at any time or may exert more control over offerings conducted overseas or investments in China-based issuers,
which could result in material changes in operations and/or the value of the securities we are registering for sale. Any actions by the
Chinese government to exert more 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 securities to significantly 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 the PRC government
initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including
cracking down on illegal activities in the securities market, strengthened supervision on overseas listings by China-based companies
using VIE, adopting new measures to extend the scope of cybersecurity reviews and
data security protection, and expanding the efforts in anti-monopoly enforcement. The PRC government may also regulate our operations
by adopting new laws and regulations from time to time. Furthermore, the PRC government has recently made efforts to exert more oversight
over overseas securities offerings and other capital markets 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 significantly decline or in extreme cases,
become worthless.

As
advised by our PRC legal counsel, Zhong Lun Law Firm, as of the date of this prospectus, we have not engaged in any monopolistic behavior
and our business does not control more than 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 PRC regulators 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
or administrative regulation making bodies in China will respond to companies, or what existing or new laws or regulations will be amended
or promulgated, if any, or the potential impact such 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 Listing Filing Rules, we are required to submit
the filing application to the China Securities Regulatory Commission (the “CSRC”) within three business days after our submission
of application for any overseas initial public offering and listing. We have submitted a filing with the CSRC with respect to our overseas
initial public offering and listing on November 20, 2023. On May 30, 2024, the CSRC published a Filing Completion Notice on the CSRC’s
official website (“Filing Completion Notice”), confirming that we 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 have fulfilled
the CSRC’s requirements regarding our overseas offering and listing under the Trial Measures. However, from the date of issuance
of the Filing Completion Notice to the completion of this offering, 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 of control 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 after the adjustment 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 of the foregoing and related regulations
occurs, the CSRC may 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 business operations and financial outlook, and significantly limit or completely hinder
our ability to offer or continue to offer ADSs to investors and could cause the value of the ADSs to significantly 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 timely manner 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 any non-compliance, prohibited from engaging in relevant business or conducting
any offering, and these risks could result in a material adverse change in our operations, limit our ability to offer 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 or other requirements may completely hinder our ability to offer and list the ADSs, cause significant disruption
to our business operations, and severely damage our reputation, which would materially and adversely affect our financial condition and
results of operations. See “ Risk Factors — Risks related to Doing Business in the PRC ” beginning on page
31 of this prospectus for a discussion 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 on December 29, 2022. The amended HFCAA states that if the U.S. Securities and Exchange Commission (the “SEC”)
determines that we have filed audit reports issued by a registered public 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 prohibit our shares
or ADSs from being traded on a national securities exchange or in the over-the-counter trading market in the United States. The Consolidated
Appropriations Act, 2023 reduced the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA
from three to two years. The PCAOB issued a Determination Report on December 16, 2021 (the “Determination Report”)
which found that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered 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 specific registered public accounting firms which are subject to these determinations (“PCAOB Identified Firms”).
Our auditor, Marcum Asia CPAs LLP (“Marcum Asia”), the independent registered public accounting firm that issues the audit
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 conducts regular inspections to assess its compliance with
the applicable professional standards. Marcum Asia 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 Determination Report. On December 15, 2022, the PCAOB issued a report that
vacated its December 16, 2021, determination and removed mainland China and Hong Kong from the list of jurisdictions where it is unable
to inspect or investigate completely registered public accounting firms.

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Each
year, the PCAOB will determine whether it can inspect and investigate audit firms in mainland China and Hong Kong, among other jurisdictions.
If the PCAOB determines in the future that it no longer has full access to inspect and investigate accounting firms in mainland China
and Hong Kong and we use an accounting firm headquartered in one of these jurisdictions 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
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 future fiscal year, and if we were so identified 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, may materially and adversely affect the
value of your investment. These risks could result in a material adverse change in our operations and the value of the ADSs, significantly
limit or completely hinder our ability to offer or continue to offer securities to investors or cause the value of such securities to
significantly decline or such securities to become worthless. For more details, 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 the HFCAA, if it is later determined that the PCAOB is unable to inspect and investigate completely our auditor.
The delisting of and prohibition from trading the ADSs, or the threat of their being delisted 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 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 holding company, our subsidiaries, or investors. Rather, the funds can be transferred in accordance
with the applicable laws and regulations. See “ Prospectus Summary - Cash Transfers and Dividend Distributions .”
As of the date of this prospectus, our Cayman Islands holding company has not declared or paid dividends, made distributions, or transferred
assets to its subsidiaries or to investors in the past, nor have any dividends, distributions or asset transfers been made by any PRC
subsidiary to CZTI HK, Carbon Source HK and/or the Cayman Islands holding company. For the years ended December 31, 2024 and 2025,
our PRC subsidiaries did not declare any dividends to their PRC noncontrolling shareholders. For the year ended 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
to CZTI HK in January 2024. CZTI HK further made capital contributions of RMB 3 million to CZTI WFOE in January 2024. For the year
ended December 31, 2025, Carbon Source HK provided a working capital of RMB 0.7 million to ABGreen Henan
and made capital contributions of RMB 0.3 million to Hubei Carbon Link.

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 our 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 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
our Cayman Islands holding company and our subsidiaries. If needed, our Cayman Islands holding company can transfer cash to our subsidiaries
through loans and/or capital contributions, and our subsidiaries can transfer cash to our Cayman Islands holding company through loans
and/or issuing dividends or other distributions. There are currently no restrictions of transferring funds between our Cayman Islands
holding company and subsidiary in Hong Kong. There are limitations 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 PRC subsidiaries are subject to the applicable
PRC laws and regulations on loans and direct investment. See “ Prospectus Summary — Cash Transfers and Dividend Distributions,”
beginning on page 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 delay 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 our liquidity and business, ” beginning on page 36 of this prospectus . If any of the PRC subsidiaries incur debt on
their own behalf in the future, the instruments governing such debt may restrict their ability 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 PRC regulations,
which permit 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. 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 China and governmental control of currency conversion. See
“ Risk Factors — Risks Related to Doing Business in the PRC — Restrictions on the remittance of Renminbi into and
out of China and governmental 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 prospectus . Additionally, to the extent cash or assets in the
business is in China or a PRC subsidiary, the funds or assets may not be available to fund operations or for other use outside of China
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 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
equity paid by the Operating Entities to fund any cash and financing requirements we may have. To the extent funds or assets in the business
are in the PRC or a PRC entity, the funds or assets may not be 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 Kong subsidiaries 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 this prospectus.

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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 B ordinary 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 Rules 5615(c), because
Mr. Baitong Tang, our Chief Executive Officer, will hold, directly and indirectly, more than 50% of the voting power. See “ Risk
Factors — Risks Related to the ADSs and this Offering — We are a “controlled company” within the meaning of the
Nasdaq listing standards and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements.
You will not have the same protections afforded to shareholders of companies that are subject to such requirements. ” beginning
on page 43.

| |
Per ADS | | |
Total (3) | |

Initial public
offering price (1) | |
$ | 12.00 | | |
$ | 40,020,000 | |

Underwriting discounts (2)
| |
$ | 0.876 | | |
$ | 2,921,460 | |

Proceeds, before expenses | |
$ | 11.124 | | |
$ | 37,098,540 | |

(1) | Initial
public 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 percent (7.3%) (or $0.876
per ADS). We have also agreed to issue an underwriter purchase option to Ninth Eternity Securities,
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 and ten 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. |

The
underwriters are selling the ADSs in this offering on a firm commitment basis. The underwriters are obligated to take and pay for all
of the ADSs if any such ADSs are taken. We have granted the underwriters an option for a period of 45 days after the closing of this
offering to purchase up to 500,250 ADSs, which is 15% of the total number of Public Offering ADSs to be offered pursuant to this
offering (excluding ADSs 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, the total underwriting discounts and commissions payable
will be $3,359,679, and the total proceeds to us, after underwriting commissions and expenses but before offering expenses, will be $42,663,321.

The
underwriters expect to deliver the ADSs against payment in U.S. dollars in New York, New York on or about ,
2026.

Neither
the U.S. Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved
of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus
dated __________, 2026

|

|

|

|

LETTER
FROM THE FOUNDER

Dear
Investors,

Thank
you for your interest in us. We intend to transform the entire renewable resources recycling business in China, United States, Singapore
and Southeast Asian countries as we develop and deploy our Online to Offline system (“O2O system”) through online applications
and offline sites in the traditional recycling business. Our goal is to establish comprehensive, digitized, artificial intelligence-powered
and standardized waste recycling services and convert into renewable resources, covering all categories of recyclable 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 with our outlook of the future.

Our
Opportunity in China: to Redefine an “Overlooked” Industry

China’s
renewable resources recycling industry has grown steadily in the past several years. China’s recycled renewable resources increased
from 283 million tons in 2017 to 418 million tons in 2022, with a compound annual growth rate of 8.1% from 2017 to 2022, of which iron
and steel scrap (waste ferrous metals) is the main recycled category of renewable resource. Our network includes approximately 4,600
third-party recycling stations and more than 38,000 registered recycling personnel as of December 31, 2025. The traditional renewable
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 which consumers lack awareness of where and how to sell used products. In today’s extended
enterprise environment, the interactions between thousands of suppliers, vendors, and counterparties drive up cost and complexity. As
an industry innovator, we developed an O2O system by collecting and disclosing data on recycling needs on our system. This information
enables professional recycling personnel to receive information and collect recyclable items at the consumer’s doorstep, not only
solving the problem of low efficiency in information dissemination, but also providing consumers with more convenient recycling methods,
and achieving efficient renewable resource recycling.

Our Opportunity in the United States and Southeast
Asia: Capitalizing on the Global Shift

According to our research, our observation is that the global transition toward
a circular economy has created an unprecedented demand for advanced renewable resources recycling as described in i) and ii) below. We
plan to strategically expand our footprint into the United States and Southeast Asia, positioning ourselves at the intersection of two
distinct but highly complementary multi-billion-dollar market opportunities.

i ） The
United States: High-Value Markets and Regulatory Tailwinds

In the United States, the recycling industry is
undergoing a structural revolution driven by stringent corporate sustainability mandates and massive federal incentives.

| ● | The
Infrastructure Surge: Industrial manufacturers and consumer brands face immense pressure
to secure reliable, high-purity recycled raw materials to meet their net-zero targets. |

| ● | Premium
Valuations: The market demands advanced technological solutions that can convert complex
waste streams into standardized, premium-grade renewable inputs. |

| ● | Our
Edge: Our proprietary carbon-zero technologies directly address this gap. We’ll provide
North American enterprises with verifiable, traceable, and low-carbon footprint recycled
resources, allowing us to capture high-margin contracts and establish long-term off-take
agreements with Tier-1 industrial buyers. |

ii) Southeast Asia: The Fast-Growing Hub of Feedstock
and Global Supply Chains

Concurrently, Southeast Asia represents one of
the fastest-growing regions for both resource consumption and waste processing, serving as a critical node in the global manufacturing
supply chain.

| · | Feedstock
Abundance: Rapid urbanization and industrialization in countries like Vietnam, Indonesia,
and Malaysia have generated a vast, underutilized volume of recyclable resources and industrial
scraps. |

| · | Localization
and Scale: Governments in the region are aggressively implementing EPR (Extended Producer
Responsibility) laws, forcing local industries to adopt sustainable waste-management frameworks. |

| · | Our
Edge: Carbon Zero Technologies will step in to bridge the technology gap in Southeast Asia.
By deploying our localized, highly efficient recycling infrastructure, we can aggregate raw
feedstock at a lower cost, process it locally to meet strict international environmental
standards, and re-introduce it into the global trade flow. |

The Cross-Continental Synergy

We believe that our multi-regional strategy creates
a powerful operational synergy. We plan to leverage China and Southeast Asia’s cost-efficient, high-volume feedstock sourcing to
feed regional supply networks, while deploying our advanced processing capabilities in the United States to serve premium, high-value
end markets. This balanced geographic approach mitigates macro-economic risks, optimizes our supply chain logistics, and maximizes returns
for our shareholders.

We are not just participating in the recycling
industry; we believe that we are transforming the industry across continents. We believe that Carbon Zero Technologies is uniquely equipped
to capture this fragmented, rapidly growing market, turning global waste into a sustainable, highly profitable engine for a zero-carbon
future.

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 everything in between. 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 preventing companies from improving
the process as well. We believe that we have prototyped a system that can be used to support the entire end-to-end process. We believe
this system prototype, coupled with our 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 a system could become even more important
as connected devices are increasingly used to capture real-time data and, in the future, as artificial intelligence is used to predict
and react to demand.

Our Value Proposition: an Open
System Driven by Supply Chain Capabilities and Technology

Recycling
business lacks sufficient structure, the recycling channels are fragmented and many recycling systems are idle and inefficient.
We believe that building an open system driven by supply chain capabilities and technology and by creating a new infrastructure defined
by end-to-end coverage of the value chain are the keys to success in the recycling business.

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 rapid business growth by enhancing our integrated system capabilities, and
second, to expand recycling categories and integrate business chain verticals.

One
of the biggest obstacles to the renewable resources recycling business will likely be getting companies and customers to cooperate and
collaborate, creating a common vision, developing common 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 over competitors and
collaborators. However, we believe that our company’s ability to create significant value for each player in our system means that
every partner has an incentive to cooperate. We have developed recycling solutions with individual companies throughout the industry
and have seen compelling cases and momentum towards shaping the future of the recycling transaction ecosystem.

Partnership with Our Shareholders:
Creating Long-term Value and Contributing to Society

I
believe that a robust and sustainable business is a good business, but a business that does good for society beyond generating shareholder
return is a great business. We believe that the value of a business lies in solving social 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 better world.

Thank
you for reading this letter. We look forward to partnering with you in the exciting journey ahead.

Baitong
Tang

Founder
and CEO

|

|

TABLE
OF CONTENTS

|
Page |

PROSPECTUS
SUMMARY |
1 |

THE
OFFERING |
13 |

SUMMARY
CONSOLIDATED FINANCIAL DATA |
15 |

RISK
FACTORS |
17 |

SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS |
53 |

USE
OF PROCEEDS |
54 |

DIVIDEND
POLICY |
55 |

CAPITALIZATION |
56 |

DILUTION |
56 |

ENFORCEABILITY
OF CIVIL LIABILITIES |
58 |

CORPORATE
HISTORY AND STRUCTURE |
60 |

MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
62 |

INDUSTRY
OVERVIEW |
76 |

BUSINESS |
79 |

REGULATIONS |
100 |

MANAGEMENT |
114 |

PRINCIPAL
SHAREHOLDERS |
120 |

RELATED
PARTY TRANSACTIONS |
122 |

DESCRIPTION
OF SHARE CAPITAL |
126 |

DESCRIPTION
OF AMERICAN DEPOSITARY SHARES |
145 |

SHARES
ELIGIBLE FOR FUTURE SALE |
154 |

TAXATION |
155 |

UNDERWRITING |
161 |

EXPENSES
RELATING TO THIS OFFERING |
170 |

LEGAL
MATTERS |
170 |

EXPERTS |
170 |

WHERE
YOU CAN FIND ADDITIONAL INFORMATION |
170 |

INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS |
F-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 contained in this prospectus or in any related free writing prospectus. We are offering
to sell, and seeking offers to buy, the ADSs only in jurisdictions where offers and sales are permitted. The information contained 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
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 this prospectus or any filed free-writing prospectus outside the United States. Persons
outside the United States who come into possession of this prospectus or any filed free writing prospectus must inform 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
[ ], 2026 (the 25 th day after the date of this prospectus), all dealers that buy, sell or trade ADSs, whether
or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation
to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

i |

|

PROSPECTUS
SUMMARY

This
summary highlights certain information contained elsewhere in this prospectus. You should read the entire prospectus carefully, including
our financial statements and related notes and the risks described 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-looking statements in
this document, which speak only as of the date on the cover of this prospectus.

Overview

Established
in 2016, we, through our Operating Entities, are a technology driven renewable resources recycling company and system provider. We recycled
approximately 46.1
million units of waste household appliances, waste plastic, waste paper and scrap vehicles (together as “household waste”)
since our inception to December 31, 2025, ranking first in China according to the CIC report. We purchase and sell recycled renewable resources, primarily waste ferrous metals
and household waste, and provide our renewable resources recycling platform and services based on an O2O (Online to Offline) model through
online applications and offline sites. We believe that we are positioned as an innovative driving force in the traditional recycling
business, leading the digitization of recycling ecosystems in mainland China. Our goal is to establish comprehensive, digitized, and
standardized waste recycling services, covering all categories 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 and Boolv Collect. As of December 31, 2025, more than 146,000 electrical and electronic
appliance sales personnel are registered in our mini-program Boolv ShouShou and provide household waste and consumer electronics source
information. More than 38,000 third-party recycling personnel who perform on-site collection of renewable resources are registered
in our Boolv Collect app as of December 31, 2025, 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, we launched our Boolv Sorting Center
app for sourcing information on collection, inventory management, and settlement systems. The app is now used in third-party recycling
stations, transit yards, and sorting 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 the largest percentage of our revenue in fiscal years 2024 and 2025. Our business scope currently includes
waste metallic resource recycling, household waste recycling, pre-owned electronic sales, as well as downstream services such as metallic
resources and household waste dismantling and disposal. Our main revenue is generated from waste metallic resources and household waste.
In 2024 and 2025, our revenues reached RMB4.5 billion and RMB5.8 billion, respectively, with a year-over-year
growth of 28.9% in 2025 compared to 2024.

Our
Competitive Strengths

| ● | Extensive
Nationwide Recycling Network: We have established a renewable resources recycling network
covering more than 500 cities (including county-level cities). Our network includes approximately
4,600 third-party recycling stations and more than 38,000 registered recycling
personnel as of December 31, 2025. This capability allows end-to-end coverage for
connecting the upstream suppliers to the downstream second-hand sales platforms and markets
and dismantling and disposal enterprises. We believe our network offers us four major advantages: |

| ○ | Efficient
Recycling: We allow complete on-site collection within 24 hours after users/suppliers place
their orders for recycling, greatly improving service efficiency and establishing a leading
competitive edge in nationwide recycling services in China. |

1 |

| ○ | 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 to establish a
leading supply capacity. |

| | |

| ○ | Full
Category Business Expansion: With our existing network of third-party recycling stations,
transfer yards, and sorting centers, we can efficiently expand our services to include other
recycling categories, such as plastic waste recycling and textile waste recycling, thereby
increasing revenue and profitability. |

| | |

| ○ | Cost
Reduction and Efficiency Enhancement: Through strategic supply partnerships with over 15
downstream waste dismantling and disposal companies and more than 10 steel production companies,
we ensure seamless integration of the entire life cycle of renewable resources, from collection
to disposal and dismantling. |

| ● | Tech-Driven
Innovations: Through a combination of internet technology and 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 refined classification of the recycled items used by recycling station,
transit yard, and sorting center personnel to manage the collected renewable resources. |

| ● | Industry-Leading
Traceability System for Renewable Resources: Our system provides key information such
as product details, sources, destinations, and sales records, which are recorded data in
the system, and technical support. Our system enables unique Environmental, Social, and Corporate
Governance (“ ESG ”) traceability capabilities for renewable resources recycling
and monitors and traces different processes of every business unit. Our objective is to collectively
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 the collected information via the Boolv Collect mobile application. The recycling station, transit yard,
and sorting center personnel use our Boolv Sorting Center mobile application to register order sources, categories, quantities, inventory
management, and sales. We then use our Boolv Sorting Center application to allocate and sell renewable resources to the dismantling enterprises.
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 People’s Republic of China invited us to share and promote this traceability system to other local
governments, and we were invited by companies in the same 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, we cooperate with numerous
industry partners in the upstream supplier and downstream customer aspects of the renewable
resources recycling industry. These partners are well established in China’s renewable
resources recycling industry in logistics, environmental protection equipment, and dismantling
and disposal. |

Our
Growth Strategies

Our
strategies aim to further grow our business as well as increase our penetration in the renewable resources recycling industry in China
and globally. To accomplish this, we plan to leverage the strengths and capabilities of our renewable resources recycling platform to
achieve organic growth and to search for new opportunities to expand our renewable resources recycling categories 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 and research and
development capabilities, increase investments in digital technology, and emphasize our research
on data analysis, traceability management, Internet of Things (IoT) and location-based services
(LBS), unique product identifiers, and digital supply chain technologies required by our
industry. We aim to grow our user base and promote innovation and enhance capabilities of
our technology system and recycling ecosystem. |

2 |

| ● | Online
and Offline Customer Growth : We intend to expand our range of customer services through
both online and offline growth approaches. By establishing a larger network of third-party
physical locations that integrate with our online systems, we aim to cover more cities and
connect with more upstream supply channels, such as towns and communities for sourcing renewable
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 traditional offline
recycling stations and to expand to cover over 6,500 offline recycling stations. |

| | |

| ●
| Expand ing
into the United States and Southeast Asian markets:
We are actively expanding our renewable resources recycling operations into the United States
and strategic Southeast Asian markets to capture high-value growth. We are targeting premium
U.S. markets driven by strict net-zero mandates, while establishing localization hubs in
Southeast Asia to leverage cost-efficient feedstock and new Extended Producer Responsibility
(EPR) laws, ultimately creating a cross-continental synergy that maximizes profitability.
|

| | |

| ● | Expand
Recycling Categories and Integrate Business Chain: Increasing revenue and enhancing margin
are our top business development priorities. We plan to continue expanding the scope of our
recycling services to cover a wider range of renewable resources categories. These categories
include not only waste metallic resources and household waste, but also lithium-ion batteries.
By establishing or acquiring a dismantling business, we can extend our business chain from
“collection – classification - resale” to include environmentally-sound
dismantling. This extension would enable us to increase our gross profit margin, improve
profitability and strengthen our value proposition in the industry. For example, an entity
in which we previously held equity interests, Jiangxi Jingchuang Scrapped Vehicle Recycling
and Dismantling Co., Ltd, completed the filing of the Registration Certificate for Renewable
Resource Recycling Operations with the Ministry of Commerce on August 15, 2024, and the Qualification
Certificate for End-of-Life Vehicle Dismantling Enterprises (Certificate No. 3604822475)
issued by the Jiangxi Provincial Department of Commerce on March 5, 2025. Furthermore, our investment in Hubei Jinke has expanded our business scope, including household waste
dismantling and hazardous waste disposal. We plan to increase the proportion of downstream
disposal and dismantling segments in the Company’s total revenue and profit, overall
extending the Company’s value chain. |

| | |

| ● | Strengthen
Business Collaborations: We believe that connecting with a wider network of business
partners is a key driver of our future growth. We plan to collaborate with major manufacturing
enterprises to diversify our B2B sourcing network. Furthermore, we aim to establish partnerships
with various third-party systems, including property management, appliance repair, home cleaning,
and charitable foundations, leveraging their “at-home service” capabilities to
expand our sourcing network and user base. |

| | |

| ● | Support
ESG Sustainable Growth: ESG principals have become a crucial concept for enterprises
globally, and China has implemented policies requiring annual ESG accountability reports
from companies nationwide. By supporting compliance and consistency with ESG principles in
our business model, we believe we will attract more customers and business collaboration
to support our ultimate mission of zero waste product solutions. |

| | |

| ● | Participation
in Carbon Trading: In 2021, China launched the world’s largest carbon emissions
trading system, which will play a fundamental role in reducing carbon emissions. We plan
to 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.
On September 11, 2023, we 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 ABGreen Shenzhen and its subsidiaries,
as well as Carbon Source HK’s PRC subsidiaries. In connection with this offering, we underwent a series of restructurings of
our corporate structure, which primarily included:

| ● | On
July 21, 2022, CZTI Shenzhen acquired 75% equity interests in ABGreen Shenzhen. |

| | |

| ● | On
July 13, 2023, we incorporated CZTI, our holding company, as an exempted company with limited
liability under the laws of the Cayman Islands. |

| | |

| ● | On
August 9, 2023, we incorporated CZTI HK in Hong Kong as a wholly owned subsidiary of CZTI. |

| | |

| ● | On
August 30, 2023, we incorporated CZTI WFOE, our onshore holding company, as a wholly owned
subsidiary of CZTI HK. |

| | |

| ● | On
September 25, 2023, CZTI WFOE acquired the entire equity interests in CZTI Shenzhen. |

3 |

Our
current corporate structure does not contain any VIE structures in the PRC and 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 our PRC subsidiaries.

Our
principal executive office is located at 8 Eu Tong Sen Street, #16-81, The Central, Singapore. Our telephone number at this address
is +65 6592 7626. Our office address in China is Room 610, Block A, Bairuida Building, Banxuegang Avenue, Wanke City Community, Bantian
Street, Longgang District, Shenzhen, China, 518100. Our telephone number at this address is +86 0755-23485305. Our registered office
in the Cayman Islands is located at the office of Osiris International Cayman Limited, Suite #4-210, Governors Square, 23 Lime Tree Bay
Avenue, PO Box 32311, Grand Cayman KY1-1209, Cayman Islands.

Corporate Structure

The following diagram illustrates our corporate structure
as of the date of this prospectus:

4 |

Summary
of Risk Factors

Investing
in the ADSs involves a high degree of risk. Our business is subject to multiple risks and uncertainties, as more thoroughly described
in “Risk Factors” beginning on page 17 of this prospectus 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 resources recycling
industry in China, including limited systems, absence of standards, and regulatory uncertainties,
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
development, expanding recycling categories, including downstream businesses, and business
expansion. |

| | |

| ● | We
risk misalignment between technological development and business plans, potentially hindering
our current growth and strategies if enhanced compatibility and functionality in digital
systems, IT capabilities, traceability management, and financial inventory systems are not
achieved. |

| | |

| ● | We
face market risks in implementing our business strategy, including renewable resources recycling
category expansion and downstream operations expansion. If we are unable to carefully evaluate
our investment, market risks, and optimization of production and operational management while
expanding, our business, financial condition and results of operations may be materially
and adversely affected. |

| | |

| ● | The
potential deterioration of our relationships with business partners in the renewable resources
recycling value chain poses a risk of adverse effects on our business prospects and operations. |

| | |

| ● | We
have negative net cash flows from operating activities, which may continue in the future. |

| | |

| ● | The
differences between our merchandise costs and sales of renewable resources and the fees we
charge related to services on our online system may fluctuate or decline in the future. Any
material 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
failure to obtain or renew certain filings, approvals, licenses, permits and certificates
required for our business operations may materially and adversely affect our business, financial
condition and results of operations. |

Risks
Related to Doing Business in the PRC

| ● | The
approval, filing or other requirements of the China Securities Regulatory Commission or other
PRC government authorities 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 our ability to offer ADSs, cause significant disruption to our business operations,
and severely damage our reputation, which would materially and adversely affect our financial
condition and results of operations. See “ Risk Factors — Risks Related
to Doing Business in the PRC — The approval, filing or other requirements of the China
Securities Regulatory Commission or other PRC government authorities may be required in connection
with this offering under 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 business operations, and severely damage our reputation, which would materially
and adversely affect our financial condition and results of operations .” beginning
on page 31 of this prospectus. |

| | |

| ● | Adverse
changes in economic, political and social conditions of the PRC government could have a material
adverse effect on our business, financial condition and results of operations and may 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
and social conditions of the PRC government could have a material adverse effect on our business,
financial condition and results of operations and may result in our inability to sustain
our growth 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 negatively impact our Hong Kong subsidiary. |

| | |

| ● | There
are uncertainties regarding the interpretation and enforcement of PRC laws, rules and
regulations, and changes in policies, laws, rules and regulations in the PRC could 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 ADSs or could
significantly limit or completely hinder our ability to offer or continue to offer securities
to investors and cause the value of our securities to significantly decline or those securities
to become worthless. See “ Risk Factors — Risks Related to Doing Business
in the PRC — There are uncertainties regarding the interpretation and enforcement of
PRC laws, rules, and changes in policies, laws, rules and regulations in the PRC could adversely
affect us. Furthermore, we are subject to extensive and evolving legal development, non-compliance
with which, or changes in which, may materially and adversely affect our business and prospects,
and 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 offer securities
to investors and cause the value of our securities to significantly decline or those securities
to become worthless. ” beginning on page 33 of this prospectus. |

5 |

| ● | Because
we operate in mainland China, the Chinese government may exercise significant oversight and
discretion over the conduct of our subsidiaries’ business and may intervene or influence
their operations, including that of our PRC subsidiaries, at any time, which could result
in a material adverse change in our business and operations, prospects, financial condition,
and results of operations, and the value of our securities. Changes in the policies, regulations,
rule, and the enforcement of laws of the Chinese government may also be implemented quickly
with little advance notice, and the Chinese government may 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 value
of the securities we are registering for sale. Any actions by the Chinese government to exert
more 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 securities to significantly decline or be worthless. Therefore, our
assertions and beliefs concerning the risk imposed by the PRC legal and regulatory system
cannot be certain. See “ Risk Factors — Risks Related to Doing Business
in the PRC — Because we operate in mainland China, the Chinese government may exercise
significant oversight and discretion over the conduct of our subsidiaries’ business
and may intervene or influence their operations, including that of our PRC subsidiaries,
at any time, which could result in a material adverse change in our business and operations,
prospects, financial condition, and results of operations, and the value of our securities.
Changes in the policies, regulations, rule, and the enforcement of laws of the Chinese government
may also be implemented 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 value of the securities we are registering for sale. Any
actions by the Chinese government to exert more 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 securities to significantly
decline or be worthless. Therefore, our assertions and beliefs concerning the risk imposed
by the PRC legal and regulatory system cannot be certain. ” beginning on page 33
of this prospectus. |

| | |

| ● | Recent
oversight by the CAC over data security, particularly for companies seeking to list on a
foreign exchange, and a variety of laws and other obligations regarding data protection to
which we are subject, could adversely impact our business and our offering. |

| | |

| ● | PRC
regulations relating to the establishment of offshore special purpose companies by PRC residents
may subject us to liability or penalties, limit our ability to inject capital into our PRC
subsidiaries, limit our ability to increase their registered capital or distribute profits
to us, or may otherwise adversely affect us. |

| | |

| ● | We
may rely on dividends and other distributions on equity paid by the Operating Entities to
fund any cash and financing requirements we may have. To the extent funds or assets in the
business are in the PRC or a PRC entity, the funds or assets may not be 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 Kong subsidiaries
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. See Risk Factors — Risks
Related to Doing Business in the PRC — We may rely on dividends and other distributions
on equity paid by the Operating Entities to fund any cash and financing requirements we may
have. To the extent funds or assets in the business are in the PRC or a PRC entity, the funds
or assets may not be 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 Kong subsidiaries 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 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 based on
foreign laws. |

| | |

| ● | The
Hong Kong legal system embodies uncertainties which could limit the availability of legal
protections. |

| | |

| ● | Our
Hong Kong subsidiary is subject to Hong Kong laws and regulations regarding data security,
which could subject them to government enforcement actions and investigations, fines, penalties,
and suspension or disruption of their operations. |

Risks
Related to Our Corporate Structure and Operations

|
● |
We
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 Cayman Islands, we are permitted to adopt certain home country practices in relation to corporate governance
matters that differ significantly from the Nasdaq listing standards. These practices may afford less protection to shareholders than
they would enjoy if we complied fully with corporate governance listing standards. |

|
|
|

|
● |
We
will incur increased costs as a result of being a public company, 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 to disclose information publicly may put us at a disadvantage to competitors that are private companies. |

|
|
|

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

Risks
Related to the ADSs and this Offering

| ● | Trading
of the ADSs will be prohibited in the United States under the Holding Foreign Companies Accountable
Act, or the HFCAA, if it is later determined that the PCAOB is unable to inspect 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 value of the ADSs to significantly
decline or the ADSs to become worthless. |

| | |

| ● | There
has been no public market for the ADSs prior to this offering, and you may not be able to
resell 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 transactions that holders of our Class
A ordinary 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 public offerings of companies
with smaller public floats have experienced extreme stock price run-ups followed by rapid price declines and stock price volatility seemingly
unrelated to company performance. If such volatility were to occur to us it may prove difficult for prospective investors to assess the
rapidly changing value of the ADSs.

|

| | |

| ● | ADS
holders may not be entitled to a jury trial with respect to claims arising under the deposit
agreement or related to the ADSs, which could result in less favorable outcomes to the plaintiff(s)
in any such action. |

6 |

Cash
Transfers and Dividend Distributions

As
of the date of this prospectus, our Cayman Islands holding company has not declared or paid dividends, made distributions, or
transferred assets to its subsidiaries or to investors in the past, nor have any dividends, distributions or asset transfers been
made by any PRC subsidiary to CZTI HK, Carbon Source HK and/or the Cayman Islands holding company. For the years ended December 31,
2024 and 2025, our PRC subsidiaries did not declare any dividends to their shareholders.

For the year ended 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
to CZTI HK in January 2024. CZTI HK further made capital contributions of RMB 3 million to CZTI WFOE in January 2024. For the year
ended December 31, 2025, Carbon Source HK provided a working capital loan of RMB 0.7 million to ABGreen Henan and made
capital contributions of RMB 0.3 million to Hubei Carbon Link.

Our
board of directors has complete discretion on whether to distribute dividends, subject to applicable laws. U.S. investors will not be
subject to Cayman Islands taxation on dividend distributions, and no withholding will be required on the payment of dividends or distributions
to them while they may be subject to U.S. federal income tax. Our Cayman Islands holding company may be classified 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 PRC withholding tax. See “ Taxation — United States federal income tax considerations — Dividends
and Other Distributions on the ADSs or Ordinary Shares. ” We do not have any current plan to declare or 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 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 our Cayman Islands
holding company, CZTI HK, Carbon Source HK and our PRC 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 our PRC subsidiaries can transfer
cash to CZTI HK, Carbon Source HK and our Cayman Islands holding company through loans and/or issuing dividends or other distributions.
There are currently no restrictions on transferring funds among our Cayman Islands holding company, CZTI HK and Carbon Source
HK. There are limitations 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 PRC subsidiaries are subject to the applicable PRC laws and regulations on loans and direct
investment. See “Risk Factors — Risks Related to Doing Business in the PRC — PRC regulations of loans and direct
investment by offshore holding companies to the PRC subsidiaries may delay 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 our liquidity
and business” beginning on page 36 of this prospectus. If any of the PRC subsidiaries incurs debt on their own behalf in the
future, the instruments governing such debt may restrict their ability to pay dividends to us. Dividends from our PRC subsidiaries to
CZTI HK/Carbon Source HK and the Cayman Islands holding company are subject to the current PRC regulations, which permit 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. Cash transfers from our PRC subsidiaries to CZTI HK/Carbon Source HK and the Cayman Islands holding company are subject
to the restrictions on the remittance of Renminbi into and out of China and governmental 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 not be available to fund
operations 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 to transfer cash or assets. See “Risk Factors — Risks Related
to Doing Business in the PRC — We may rely on dividends and other distributions on equity paid by the Operating Entities to fund
any cash and financing requirements we may have. To the extent funds or assets in the business are in the PRC or a PRC entity, the funds
or assets may not be 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 Kong subsidiaries 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 this prospectus.
See also “Risk Factors — Risks Related to Doing Business in the PRC — Restrictions on the remittance of Renminbi
into and out of China and governmental control of currency conversion may limit our ability to pay dividends and other obligations and
affect the value of your investment” beginning on page 37 of this prospectus.

As
of the date of this prospectus, we have not maintained any cash management policies that dictate the purpose, amount, and procedure of
fund transfers among our Cayman Islands holding company, our subsidiaries, or investors. Rather, the funds can be transferred in accordance
with the applicable laws and regulations.

7 |

Recent
PRC Regulatory Developments

Recently,
the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas in China
with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based
companies listed overseas using a “VIE”, adopting new measures to extend the scope 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 for 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 purchases network products
and services, or an internet platform operator that conducts data process activities, shall be subject to the cybersecurity review, (ii)
an application for cybersecurity review shall be made by an issuer who is an internet platform operator holding personal information
of more than one million users before such issuer applies to list its securities on a foreign stock exchange, and (iii) relevant governmental
authorities in the PRC may initiate cybersecurity review if they determine an operator’s network products or services or data processing
activities affect or may affect national security.

As
advised by our PRC legal counsel, Zhong Lun Law Firm, as of the date of this prospectus, we are not required to declare a cybersecurity
review with the CAC, according to the Measures for Cybersecurity Review, since we are not an online platform operator carrying out data
processing activities that affect or may affect national security, and currently do not have over one million users’ personal information. As of the date of this prospectus, we have not received
any notice from any authorities identifying us as CIIOs or requiring us to undergo a cybersecurity review or network data security review
by the CAC.

CSRC
Filing Required for the Listing of the ADSs

On
February 17, 2023, the CSRC issued the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Enterprises,
or the Trial Measures, which became effective on March 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 on Administration 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
with the Trial Measures, the Overseas Listing Filing Rules. Under the Overseas Listing Filing Rules, (i) domestic companies that seek
to offer or list securities overseas, both directly and indirectly, should fulfill 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 a domestic
company seeks to indirectly offer and 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.

On
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 on Strengthening the Confidentiality and Archive Management Work Relating to the
Overseas Securities Offering and Listing, or the “Confidentiality Provisions”, which came into effect on March 31, 2023,
with the Trial Measures. The Confidentiality Provisions require that, among other things, (i) a domestic company that plans to, either
directly or through its overseas listed entity, publicly disclose or provide to relevant individuals or entities including securities
companies, securities service providers and overseas regulators, any documents and materials that contain state secrets or working secrets
of government agencies, shall first obtain approval from competent authorities according to law, and file with the secrecy administrative
department at the same level; and (ii) domestic company that plans to, either directly or through its overseas listed entity, publicly
disclose or provide to relevant individuals and entities including securities companies, securities service providers and overseas regulators,
any other documents and materials that, if leaked, will be detrimental to national security or public interest, shall strictly fulfill
relevant procedures stipulated by applicable national regulations. For more details of the Overseas Listing Filing Rules and the Confidentiality
Provisions, please refer to “Regulations — Regulations Relating to Overseas Listing.”

According
to the Overseas Listing Filing Rules, we are required to submit the filing application to the CSRC within three business days after
our submission of application for any overseas initial public offering and listing and complete the filing procedure before our
overseas initial public offering and listing. We have submitted a filing with the CSRC with respect to our overseas initial public
offering and listing on November 20, 2023. On May 30, 2024, the CSRC published a Filing
Completion Notice on the CSRC’s official website (“Filing Completion Notice”), confirming that we have completed
the filing procedures with the CSRC under the Trial Measures. Pursuant to the requirements of the Filing Completion Notice,
if we fail to complete the overseas offering and listing within 12 months from the date of issuance of such notice and intend to
continue with the listing process, we shall update the filing materials. In accordance with Article 19 of the Trial Measures, where
the filing materials are complete and in compliance with applicable requirements, the CSRC shall complete the filing procedures
within 20 working days from the date of receipt of such materials. In compliance with the foregoing requirements of the Filing
Completion Notice and the provisions of the Trial Measures, we proceeded with our listing process after May 30, 2025, and
accordingly submitted updated filing materials to the CSRC on July 15, 2025. The CSRC officially accepted such updated materials on
October 23, 2025, raised no objections within the subsequent 20-working-day period, and has not raised any objections as of the date
of this prospectus. However, from the date of issuance of the Filing Completion Notice to the completion of this offering, 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 of control 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 after the adjustment 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 of the foregoing and related regulations occurs, the CSRC may 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 business operations and financial outlook, and significantly limit or completely hinder our ability to offer or continue
to offer the ADSs to investors and could cause the value of the ADSs to significantly decline or the ADSs to become worthless.
Additionally, if we do not obtain the permissions and approvals of the filing procedure for any subsequent offering in a timely
manner 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 any non-compliance, prohibited from engaging in relevant business or conducting any
offering, and these risks could result in a material adverse change in our operations, limit our ability to offer 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 or other requirements may completely hinder our ability to offer and list the ADSs, cause
significant disruption to our business operations, and severely damage our reputation, which would materially and adversely affect
our financial condition and results of operations. For details of the associated 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 PRC government authorities 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 our ability to offer the ADSs, cause significant
disruption to our business operations, and severely damage our reputation, which would materially and adversely affect our financial
condition and results of operations .”

Additionally,
all of our PRC subsidiaries are required to obtain business licenses to operate
our business. See “Risk Factors — Risks Related to Our Business and Industry — Any failure to obtain or renew certain
filings, approvals, licenses, permits and certificates required for our business operations may materially and adversely affect our business,
financial condition and results of operations.” 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 or approvals needed to engage in the businesses currently 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 the listing of the ADSs.

However,
there can be no assurance that the relevant PRC governmental authorities, including the CSRC, would reach the same conclusion as us,
or that the CSRC, CAC or any other PRC governmental authorities would not promulgate new rules or new interpretation of current rules
(with retrospective effect) to require us to obtain CAC, or other PRC governmental approvals for this offering. 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 approvals in the future,
our ability to offer or continue to offer the ADSs to investors could be significantly limited 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 regulatory
agencies. These 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 to read about factors you should consider before buying the
ADSs.

8 |

Implication
of the Holding Foreign Companies Accountable Act

The
Holding Foreign Companies Accountable Act, or the HFCAA, was enacted on December 18, 2020, and was amended by 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 that has not been subject to inspection by the PCAOB for two consecutive 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 Consolidated
Appropriations Act, 2023 reduced the number of consecutive non-inspection years required for triggering the prohibitions under the HFCAA
from three to two years. The PCAOB issued a Determination Report on December 16, 2021 (the “Determination Report”)
which found that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered 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 specific registered public accounting firms which are subject to these determinations (“PCAOB Identified Firms”).
Our auditor, Marcum Asia, the independent registered public accounting firm that issues the audit 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 conducts regular inspections to assess its compliance with the applicable professional standards.
Marcum Asia 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 Determination Report. On December 15, 2022, the PCAOB issued a report that vacated its December 16, 2021, determination
and removed mainland China and Hong Kong from the list of 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 firms in mainland China and Hong Kong, among other jurisdictions.
If the PCAOB determines in the future that it no longer has full access to inspect and investigate accounting firms in mainland China
and Hong Kong and we use an accounting firm headquartered in one of these jurisdictions 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
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 future fiscal year, and if we were so identified 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, may materially and adversely affect the
value of your investment. These risks could result in a material adverse change in our operations and the value of the ADSs, significantly
limit or completely hinder our ability to offer or continue to offer securities to investors or cause the value of such securities to
significantly decline or such securities to become worthless. For more details, 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 the HFCAA, if it is later determined that the PCAOB is unable to inspect and investigate completely our auditor. The delisting
of and prohibition from trading the ADSs, or the threat of their being delisted 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.

Corporate
Information

Our
principal executive office is located at 8 Eu Tong Sen Street, #16-81, The Central, Singapore. Our telephone number at this
address is +65 6592 7626. Our office address in China is Room 610, Block A, Bairuida Building, Banxuegang Avenue, Wanke City Community,
Bantian Street, Longgang District, Shenzhen, China, 518100, and our telephone number is +86 0755-23485305. Our website is https://www.boolv.com.
Information contained on, or available through, our website does not constitute part of, and is not deemed incorporated 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 Lime Tree Bay Avenue, PO Box 32311, Grand Cayman KY1-1209, Cayman Islands. Our agent for service of process
in the United States is Cogency Global Inc.

Implications
of Being an Emerging Growth Company

As
a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an “emerging growth company”
as defined in the Jumpstart Our Business Startups Act of 2012, as amended (the “JOBS Act”). For as long as we remain an emerging
growth company, we may rely on exemptions from some of the reporting requirements applicable to public companies that are not emerging
growth companies. As an emerging growth company, we:

| ● | may
present only two years of audited financial statements and only two years of related Management’s
Discussion and Analysis of Financial Condition and Results of Operations, or “MD&A”; |

9 |

| ● | are
not required to provide a detailed narrative disclosure discussing our compensation principles,
objectives and elements and analyzing how those elements fit with our principles and objectives,
which is commonly referred to as “compensation discussion and analysis”; |

| | |

| ● | are
not required to obtain an attestation and report from our auditors on our management’s
assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley
Act of 2002; |

| | |

| ● | 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-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 accounting
standards under §107 of the JOBS Act; and |

| | |

| ● | will
not be required to conduct an evaluation of our internal control over financial reporting
until our second annual report on Form 20-F following the effectiveness of our initial public
offering. |

We
intend to take advantage of all reduced reporting requirements and exemptions, including the longer phase-in periods for the adoption
of new or revised financial accounting standards under §107 of 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 other emerging growth companies that have
opted out of the phase-in periods under §107 of the JOBS Act.

Under
the JOBS Act, we may take advantage of the above-described reduced reporting requirements and exemptions until we no longer meet the
definition of an emerging growth company. We will remain an emerging growth company until the earliest of (a) the last day of the fiscal
year during which we have total annual gross revenues of at least $1.235 billion; (b) the last day of our fiscal year following the
fifth anniversary of the completion of this offering; (c) the date on which we have, during the preceding three-year period, issued more
than $1.0 billion in non-convertible debt; 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 the market value
of the ADSs that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second
fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed
above.

Implications
of Being a Foreign Private Issuer

We
are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). As such, we are exempt from certain provisions applicable to United States domestic public companies. For example:

| ● | we
are not required to provide as many Exchange Act reports, or as frequently, as a domestic
public company; |

| | |

| ● | for
interim reporting, we are permitted to comply solely with our home country requirements,
which are less rigorous than the rules that apply to domestic public companies; |

| | |

| ● | we
are not required to provide the same level of disclosure on certain issues, such as executive
compensation; |

| | |

| ● | we
are exempt from provisions of Regulation FD aimed at preventing issuers from making selective
disclosures of material information; |

| | |

| ● | we
are not required to comply with the sections of the Exchange Act regulating the solicitation
of proxies, consents, or authorizations in respect of a security registered under the Exchange
Act; and |

| | |

| ● | Our
officers, directors, and principal shareholders are exempt from the short-swing profit recovery
provisions contained in Section 16 of the Exchange Act. |

10 |

Commonly
Used Defined Terms

● “ABGreen Anhui”
refers to Anhui ABGreen Environmental Protection Technology Co., Ltd., a limited liability company established under the laws of China,
which is a wholly owned subsidiary of ABGreen Shenzhen, ABGreen Anhui has not engaged in any business activity;

● “ABGreen AnKang” refers
to Ankang ABGreen Environmental Protection Technology Co. Ltd., a limited liability company established under the laws of China,
in which ABGreen Shenzhen owns a 51% equity interest;

● “ABGreen Fuyang” refers
to ABGreen (Fuyang) Environmental Protection Technology Co., Ltd., a company established in the PRC with limited liability, in
which ABGreen Shenzhen owns a 51% equity interest;

● “ABGreen Henan”
refers to Henan ABGreen Environmental Protection Technology Co., Ltd., a company established in the PRC with limited liability, in which
Carbon Source HK owns a 51% equity interest;

● “ABGreen Hunan”
refers to Hunan ABGreen Environmental Protection Technology Co., Ltd., a company established in the PRC with limited liability, which
is a wholly owned subsidiary of ABGreen Shenzhen;

● “ABGreen Shenzhen”
refers to Shenzhen ABGreen Environmental Protection Technology Co., Ltd., a company established in the PRC with limited liability,
in which CZTI Shenzhen owns a 75% equity interest;

● “ABGreen Shenzhen RSC”
refers to Shenzhen ABGreen Reverse Supply Chain Co., Ltd., a company established in the PRC with limited liability, in which ABGreen
Shenzhen owns a 51% equity interest;

● “ADRs” refers to the
American depositary receipts, which, if issued, would evidence ADSs;

● “ADSs” refers to the
American depositary shares, each representing four (4) Class A ordinary shares;

● “Beijing Guoxun” refers
to Beijing Guoxun Renewable Resources Co., Ltd., a company established in the PRC with limited liability, in which Shenzhen Digital
owns a 51% equity interest. Currently, Beijing Guoxun has not engaged in any business activity;

● “Beijing Carbon Baike”
refers to Carbon Baike (Beijing) Environmental Protection Technology Co., Ltd., a company established in the PRC with limited liability,
in which Shenzhen Digital owns a 51% equity interest. Currently, Beijing Carbon Baike has not engaged in any business activity;

● “CAGR” refers to Compound
Annual Growth Rate;

● “China” or the “PRC”
for the purposes of this prospectus only herein refers to the People’s Republic of China, excluding Taiwan and the special administrative
regions of Hong Kong and Macau;

● “Class A ordinary shares”
refer to the Class A ordinary shares of CZTI, par value US$0.00001 per share;

● “Class B ordinary shares”
refer to the Class B ordinary shares of CZTI, par value US$0.00001 per share;

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

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

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

● “CZTI Shenzhen” refers
to Shenzhen Carbon Zero Technology Co. Ltd., a company established in the PRC with limited liability, which is a wholly owned
subsidiary of CZTI WFOE;

● “CZTI WFOE” or “WFOE”
refers to Beijing Bgreen Technology Development Co. Ltd., a company established in the PRC with limited liability, which is a
wholly owned subsidiary of CZTI HK;

● “Guangxi Meijin” refers
to Guangxi Meijin Environmental Protection Technology Co., Ltd., a company established in the PRC with limited liability, in which
ABGreen Shenzhen owns a 51% equity interest. Currently, Guangxi Meijin has not engaged in any business activity;

● “Gongqingcheng” refers
to Gongqingcheng Yadannuo Environmental Technology Co., Ltd., a company established in the PRC with limited liability, in which
Carbon Source HK owns a 51% equity interest;

● “Guangdong Bo Green”
refers to Guangdong Bo Green Investment Co., Ltd., a company established in the PRC with limited liability, in which Shenzhen
Chuangzhiyuan owns a 67% equity interest. Currently, Guangdong Bo Green has not engaged in any business activity;

● “Household waste” refers
to waste household appliances (defined below), waste plastic, waste paper and scrap vehicles;

● “Hebei Jushang” refers
to Jushang (Hebei) Renewable Resources Co., Ltd., a company established in the PRC with limited liability, in which Shenzhen Chuangzhiyuan
owns an 51% equity interest;

● “Hubei Jinke” refers
to Hubei Jinke Environmental Protection Technology Co., Ltd., a joint-stock company established in the PRC with limited liability,
in which ABGreen Shenzhen owns an 8.5% equity interest;

● “Hubei Carbon Link”
refers to Hubei Carbon Link Recycling Technology Co., Ltd., a company established in the PRC with limited liability, which is a wholly
owned subsidiary of Carbon Source HK;

● “Henan Bgreen”
refers to Henan Bgreen Resources and Environment Co., Ltd., a company established in the PRC with limited liability, which is a wholly
owned subsidiary of ABGreen Shenzhen;

● “Henan Zhicheng”
refers to Henan Zhicheng Industrial Park Management Co., Ltd., a company established in the PRC with limited liability, in which Shenzhen
Yize owns a 51% equity interest;

● “Jingchuang Metal”
refers to Jiangxi Jingchuang Metal Manufacturing Co., Ltd., a company established in the PRC with limited liability, in which Carbon
Source HK owns a 51% equity interest;

● “Jinyou Metal” refers
to Henan Jinyou Metal Technology Co. Ltd., a company established in the PRC with limited liability, in which ABGreen Shenzhen
owns a 51% equity interest;

● “Operating Entities”
refers to ABGreen Shenzhen and its subsidiaries, Carbon Source HK’s subsidiaries, Shenzhen Chuangzhiyuan and its subsidiaries,
and Xieguan Tonglian and its subsidiaries, which control all of our business operational activities;

● “PRC subsidiaries”
refers to CZTI WFOE and its subsidiaries, Xieguan Tonglian and its subsidiaries, Shenzhen Chuangzhiyuan and its subsidiaries, and Carbon
Source HK’s subsidiaries;

11 |

● “Qinghe” refers
to Quanzhou Qinghe Environmental Protection Technology Co., Ltd., a company established in the PRC with limited liability, in which ABGreen
Shenzhen owns a 100% equity interest;

● “Qi Hong” refers
to Jiangxi Qi Hong New Material Technology Co., Ltd., a company established in the PRC with limited liability, in which Carbon Source
HK owns a 51% equity interest;

● “Renewable resources recycling”
refers to the process of collecting, sorting, processing, and reusing renewable materials generated in the process of social production
and consumption, the three major categories of which are metallic resources, non-metallic resources, and waste electrical and electronic
equipment;

● “RMB” or “Renminbi”
refers to the legal currency of China;

● “Shenzhen Green Blue”
refers to Shenzhen Green Blue Environmental Protection Technology Co., Ltd., a company established in the PRC with limited liability,
which is a wholly owned subsidiary of Xieguan Tonglian. Currently, Shenzhen Green Blue has not engaged in any business activity;

● “Shenzhen Yize” refers
to Shenzhen Yize Environmental Protection Technology Co., Ltd., a company established in the PRC with limited liability, which
is a wholly owned subsidiary of Xieguan Tonglian;

● “Shenzhen Bgreen”
refers to Shenzhen Bgreen Environmental Technology Co., Ltd., a company established in the PRC with limited liability, which is
a wholly owned subsidiary of Xieguan Tonglian. Currently, Shenzhen Bgreen has not engaged in any business activity;

● “Shenzhen Digital”
refers to Shenzhen Carbon Poly Digital Technology Co., Ltd., a company established in the PRC with limited liability, which is
a wholly owned subsidiary of Xieguan Tonglian. Currently, Shenzhen Digital has not engaged in any business activity;

● “Shenzhen Chuangzhiyuan”
refers to Chuangzhiyuan Environmental Holding (Shenzhen) Co., Ltd., a company established in the PRC with limited liability, in
which CZTI HK owns a 65% equity. Currently, Shenzhen Chuangzhiyuan has not engaged in any business activity;

● “U.S. dollars”, “dollars”,
“USD,” “US$,” or “$” refers to the legal currency of the United States;

● “Waste electrical and electronic
equipment” refers to waste household appliances and waste consumer electronics;

● “Waste household appliances”
refers to waste air conditioners, waste refrigerators, waste washing/drying machines, waste desktop computers, waste televisions, and
various waste small household appliances;

● “Waste metallic resources”
refers to iron and steel scrap (waste ferrous metals) and waste non-ferrous metals;

● “Xieguan Tonglian”
refers to Xieguan Tonglian (Shenzhen) Technology Co., Ltd., a company established in the PRC with limited liability, in which
CZTI HK owns a 100% equity interest. Currently, Xieguan Tonglian has not engaged in any business activity; and

● “Zhoukou Senbo” refers
to Zhoukou Senbo Environmental Protection Technology Co., Ltd., a company established in the PRC with limited liability, in which
ABGreen Shenzhen owns a 53% equity interest.

Our
reporting currency is the Renminbi. This prospectus also contains translations of certain foreign currency amounts into U.S. dollars
for the convenience of the reader. Unless otherwise stated, all translations of Renminbi into U.S. dollars were made at RMB 6.9931
to $1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on December 31, 2025. We make no
representation that the Renminbi or U.S. dollars amounts referred to in this prospectus could have been or could be converted into U.S.
dollars or Renminbi at any particular rate or at all.

12 |

The
Offering

Offering
price |
|
We
currently estimate that the initial public offering price will be between $11.00 and $13.00 per ADS. |

|
|
|

ADSs
offered by us |
|
3,335,000 ADSs representing 13,340,000 Class A ordinary
shares (excluding the over-allotment discussed below). |

|
|
|

ADSs
outstanding immediately after this offering (1) |
|
3,335,000
ADSs |

|
|
|

Ordinary
shares issued and outstanding immediately after this offering
|
|
172,340,610
ordinary shares, comprising 138,340,610 Class A ordinary shares and 34,000,000 Class B ordinary shares |

|
|
|

The
ADSs |
|
Each
ADS represents four (4) Class A ordinary shares, par value US $0.00001 per share.
The depositary will hold your ordinary shares underlying the ADSs through its custodian.
As an ADS holder, you will not be treated as one of our shareholders and you will not
have direct shareholder rights. You will have rights as provided in the deposit agreement.

If
we declare dividends on our Class A ordinary shares, the depositary will pay you the cash dividends and other distributions it receives
on our Class A ordinary shares, after deducting its fees and expenses in accordance with the terms set forth in the deposit agreement.

You
may surrender the ADSs to the depositary for cancellation to receive Class A ordinary shares. The depositary will charge you fees
for any cancellation.

We
and the depositary may amend and we or the depositary terminate the deposit agreement without your consent.
If you continue to hold the ADSs after an amendment to the deposit agreement, you agree to be bound by the deposit agreement as amended.

To
better understand the terms of the ADSs, you should carefully read the “Description of American Depositary Shares” section
of this prospectus. You should also read the deposit agreement, which is filed as an exhibit to the registration statement that includes
this prospectus.
|

|
|
|

Use
of Proceeds |
|
We
anticipate using the net proceeds of this offering primarily for the purposes of expanding our recycling operations in categories
beyond household waste, ferrous metals, lithium batteries, and electronic devices, aiming to increase market share and expanding
the range of recycling services, expanding downstream operations, utilizing for mergers and acquisitions involving downstream companies
engaged in household appliance dismantling, plastic granulation, lithium battery recycling and dismantling, among other related companies,
enhancing our research and development systems, increasing employees’ compensation and benefit packages, recruiting high-level
talent, and investing in vocational training and for general working capital purposes. We will not receive any proceeds from the
sale of the Shareholder ADSs by the Selling Shareholder. See “Use of Proceeds” for more information. |

(1) The
number of ADSs to be outstanding immediately after this offering does not include an aggregate of 1,500,000 Shareholder ADSs.

13 |

Underwriter
Purchase Option |
|
The
registration statement of which this prospectus is a part also registers an underwriter purchase option (the “UPO”) to
purchase up to 5% of the ADSs sold in this offering of Public Offering ADSs to the Representative of the underwriters, as a portion
of the underwriting compensation payable in connection with this offering and the Class A ordinary shares underlying the ADSs
issuable upon exercise of the UPO. The UPO will be exercisable at any time, and from time to time, in whole or in part, during the
four-and-a-half-year period commencing six (6) months following the effective date of the registration statement of which this prospectus
is a part at an exercise price of 110% of the public offering price of the ADSs. Please see “Underwriting — Underwriter
Purchase Option” for a description of the UPO. |

|
|
|

Lock-up |
|
We
have agreed with the underwriters not to sell, transfer or otherwise dispose of any of our securities, or ADSs representing our securities,
for a period ending three months after the commencement of sales of the offering. Furthermore, each of our directors, executive officers
and shareholders of our ordinary shares, except pursuant to the Resale Prospectus, issued and outstanding immediately prior to the
consummation of this offering has also entered into a similar lock-up agreement for a period of six months from the date of this
prospectus with respect to our securities and ADSs representing our securities. These lock-up restrictions described above shall
not apply to (a) transactions relating to lock-up securities acquired in open market transactions after the completion of the public
offering; (b) transfers of lock-up securities as a bona fide gift, by will or intestacy or to a family member or
trust for the benefit of a family member; (c) transfers of lock-up securities to a charity or educational institution; or (d) if
the lock-up party, directly or indirectly, controls a corporation, partnership, limited liability company or other business entity,
any transfers of lock-up securities to any shareholder, partner or member of, or owner of similar equity interests in, the lock-up
party, as the case may be; provided that in the case of any transfer pursuant to (b), (c) or (d) above, it shall be a condition
to any such transfer that (i) the transferee/donee agrees to be bound by the terms of the lock-up agreement entered into by and between
the Company or each of our directors, executive officers, and shareholders and the underwriters. See “Shares Eligible for Future
Sale” and “Underwriting” for more information. |

|
|
|

Controlled
Company |
|
Following
this offering we will be a “controlled company” within the meaning of the corporate governance rules of Nasdaq. See “Risk
Factors — Risks Related to the ADSs and this Offering.” |

|
|
|

Listing |
|
We
intend to apply to have the ADSs listed on the Nasdaq Global Market under the symbol “CZTI.” This offering is contingent
on the listing of the ADSs on the Nasdaq Global Market. At this time, Nasdaq has not yet approved our application to list the ADSs.
There is no assurance that such application will be approved, and if our application is not approved by Nasdaq, this offering may
not be completed. |

|
|
|

Proposed
Nasdaq symbol |
|
“CZTI” |

|
|
|

Depositary |
|
The
Bank of New York Mellon.
|

|
|
|

Over-allotment |
|
We have granted the underwriters an option for a period
of 45 days after the closing of this offering to purchase up to 15% of the total number of our Public Offering ADSs (excluding shares
subject to this option), solely for the purpose of covering overallotments, at the initial public offering price less the underwriting
discount. We may issue up to 500,250 ADSs pursuant to the underwriters’ over-allotment option. |

|
|
|

Risk
Factors |
|
See
“Risk Factors” and other information included in this prospectus for a discussion of risks you should carefully consider
before investing in the ADSs. |

The
number of ordinary shares to be outstanding after this offering is based on (i) 125,000,610 Class A ordinary shares and (ii) 34,000,000
Class B ordinary shares outstanding as of the date of this prospectus.

14 |

SUMMARY
CONSOLIDATED FINANCIAL DATA

The
following summary consolidated statements of operations for the years ended December 31, 2024 and 2025, summary consolidated balance
sheets data as of December 31, 2024 and 2025 and summary consolidated cash flows data for the years ended December 31, 2024 and
2025 have been derived from our consolidated financial statements included elsewhere in this prospectus.

Our
consolidated financial statements are prepared and presented in accordance with accounting principles generally accepted in the United
States of America, or U.S. GAAP. Our historical results are not necessarily indicative of results expected for future periods. You should
read this Summary Consolidated Financial Data section together with our combined and consolidated financial statements and the related
notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere
in this prospectus.

The
following table presents our summary consolidated statements of operations data for the periods indicated:

| |
For the Years ended December31, | |

| |
2024 | | |
2025 | |

| |
RMB | | |
RMB | | |
US$ | |

| |
(in thousands) | |

Product revenues - third parties | |
| 4,340,034 | | |
| 5,565,708 | | |
| 795,886 | |

Product revenues- related parties | |
| 134,095 | | |
| 192,820 | | |
| 27,573 | |

Net service revenues - third parties | |
| 9,283 | | |
| 19,380 | | |
| 2,771 | |

Net service revenues- a related party | |
| 226 | | |
| - | | |
| - | |

Total revenues | |
| 4,483,638 | | |
| 5,777,908 | | |
| 826,230 | |

Operating expenses: | |
| | | |
| | | |
| | |

Merchandise costs | |
| 4,402,773 | | |
| 5,716,214 | | |
| 817,408 | |

Fulfillment expenses | |
| 54,341 | | |
| 17,801 | | |
| 2,546 | |

Selling expenses | |
| 3,224 | | |
| 9,963 | | |
| 1,425 | |

General and administrative expenses | |
| 27,081 | | |
| 28,692 | | |
| 4,103 | |

Research and development expense | |
| 1,806 | | |
| 1,914 | | |
| 274 | |

Impairment of long term investment | |
| 5,250 | | |
| - | | |
| - | |

Provision for credit loss | |
| 4,951 | | |
| 554 | | |
| 79 | |

Total operating expenses | |
| 4,499,426 | | |
| 5,775,138 | | |
| 825,835 | |

( Loss)
i ncome from operations | |
| (15,788 | ) | |
| 2,770 | | |
| 395 | |

| |
| | | |
| | | |
| | |

Interest expenses | |
| (7,632 | ) | |
| (11,007 | ) | |
| (1,574 | ) |

Interest incomes | |
| 787 | | |
| 424 | | |
| 61 | |

Share of losses in equity method investments | |
| (2,216 | ) | |
| (1,767 | ) | |
| (253 | ) |

Gain from disposal of subsidiaries | |
| 61 | | |
| 233 | | |
| 33 | |

Bargain purchase gain | |
| 863 | | |
| - | | |
| - | |

Other income (loss), net | |
| 3,410 | | |
| (2 30 | ) | |
| (30 | ) |

Total other expenses, net | |
| (4,727 | ) | |
| (12,347 | ) | |
| (1,763 | ) |

Net loss before income taxes | |
| (20,515 | ) | |
| (9,577 | ) | |
| (1,368 | ) |

Provision for income taxes | |
| 4,239 | | |
| 6,046 | | |
| 865 | |

Net loss | |
| (24,754 | ) | |
| (15,623 | ) | |
| (2,233 | ) |

15 |

The
following table presents our summary consolidated statements of balance sheet data as of December 31, 2024 and
2025:

| |
As of December31, | |

| |
2024 | | |
2025 | |

| |
RMB | | |
RMB | | |
US$ | |

| |
(in thousands) | |

Cash and cash equivalent | |
| 45,982 | | |
| 13,899 | | |
| 1,987 | |

Restricted cash | |
| 200 | | |
| 33,200 | | |
| 4,748 | |

Total current assets | |
| 1,158,368 | | |
| 511,083 | | |
| 73,081 | |

Total non-current assets | |
| 86,721 | | |
| 81,461 | | |
| 11,649 | |

Total assets | |
| 1,245,089 | | |
| 592,544 | | |
| 84,730 | |

| |
| | | |
| | | |
| | |

Total current liabilities | |
| 1,127,814 | | |
| 510,634 | | |
| 73,017 | |

Total non-current liabilities | |
| 115,301 | | |
| 95,559 | | |
| 13,664 | |

Total liabilities | |
| 1,243,115 | | |
| 606,193 | | |
| 86,681 | |

Total equity | |
| 1,974 | | |
| (13,649 | ) | |
| (1,951 | ) |

Total liabilities and equity | |
| 1,245,089 | | |
| 592,544 | | |
| 84,730 | |

The
following table presents our summary consolidated statements of cash flow data for the periods indicated:

| |
For the Years ended December31, | |

| |
2024 | | |
2025 | |

| |
RMB | | |
RMB | | |
US$ | |

| |
(in thousands) | |

Net cash used in operating activities | |
| (68,418 | ) | |
| (68,943 | ) | |
| (9,858 | ) |

Net cash used in investing activities | |
| (3,503 | ) | |
| (17,578 | ) | |
| (2,514 | ) |

Net cash provided by financing activities | |
| 109,199 | | |
| 87,438 | | |
| 12,503 | |

16 |

RISK
FACTORS

Investment
in the ADSs involves a high degree of risk. Before deciding whether to invest in the ADSs, you should consider carefully the risks described
below, together with all the other information set forth in this prospectus, including the section titled “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes. If
any of these risks occurs, our business, financial condition, results of operations, or cash flow could be materially and adversely affected,
which could cause the trading price of the ADSs to decline, resulting in a loss of all or part of your investment. The risks described
below and discussed in other parts of this prospectus are not the only ones that we face. Additional risks not presently known to us
or that we currently deem immaterial may also affect our business. You should only consider investing in the ADSs if you can bear the
risk of loss of your entire investment. Certain statements in “Risk Factors” are forward-looking statements. See “Special
Note Regarding Forward-Looking Statements” elsewhere in this prospectus.

Risks
Related to Our Business and Industry

We
face challenges and potential setbacks due to the rapidly evolving renewable resources recycling industry in China, including limited
systems, absence of standards, and regulatory uncertainties, which may hinder the anticipated success and acceptance of our business
model.

We
face risks in our industry as it undergoes rapid transformation, with potential challenges in achieving the anticipated success and widespread
adoption of our business model. The renewable resources recycling sector in China is still in its early stage and experiencing significant
evolution, posing limitations in the availability of established systems, widespread recognition, and acceptance for conducting transactions
and providing services. Furthermore, the absence of industry-wide pricing standards and regulatory frameworks adds to the uncertainties
we encounter. Since the commencement of our business operations in 2016, we have also been trying different business strategies to explore
the most effective business model for our operations. We believe that our business model is novel, and we have a limited operating history
on which investors can evaluate our business and prospects. There is no guarantee that our business model will be successful or achieve
wide acceptance as quickly, or in a magnitude, as we anticipate. As there are few comparable companies and established players in the
market, we have to explore different business practices, formulate pricing strategies, set up procedures and standards, and learn from
our own experience. Given that we have a limited history operating our O2O systems, we cannot assure you that we will be able to successfully
anticipate and respond to industry trends and customer behavior, especially as we continue to attempt to broaden our customer base, expand
the scope of our recycling services to cover a wider range of renewable resources categories, and expand our business scope to include
downstream disposal and dismantling segments. A potential investor in the ADSs should carefully consider the risks and difficulties frequently
encountered by companies in an early stage of development, as well as the risks we face due to our participation in a new and rapidly
evolving industry, and our attempt to execute on a new and untested business model. Our business model may not be successful, or we may
not successfully overcome the risks associated with this business model.

We
risk impeding development and growth if we cannot meet talent recruitment needs for technological development, expanding recycling categories,
including downstream businesses, and business expansion.

We
risk impeding our development and growth if we fail to meet the talent recruitment needs resulting from the further development of our
online systems technology, expanding our renewable resources recycling categories, expanding our business scope to include downstream
disposal and dismantling segments, and general business expansion. The comprehensive skill requirements for our employees impose new
recruitment demands on our management and business teams. Inability to fulfill these requirements may impede our progress, despite talent
reserve and development plans through internal training and external recruitment.

17 |

We
risk misalignment between technological development and business plans, potentially hindering our current growth and strategies if enhanced
compatibility and functionality in digital systems, IT capabilities, traceability management, and financial inventory systems are not
achieved.

We
face the risk of misalignment between our technological development and the Company’s business plans. To support our current growth
and business strategies, we require enhanced compatibility and functionality in our digital systems, IT capabilities, traceability management
technology, and inventory management systems. If we are unable to address this risk through internal technical training, system upgrades,
network system investments, and the recruitment of skilled technology professionals, our business, financial condition, and results of
operations could be materially and adversely affected.

Our
ability to remain competitive is contingent upon continuously enhancing our technologies and systems to keep up with evolving market
demands, technological advancements, and industry standards, failure of which may have adverse effects on our business.

To
improve our competitiveness, it is crucial for us to continually enhance and improve the functionality, responsiveness, and features
of our mobile apps, websites, software, and business operation systems. The rapidly evolving nature of the industry in which we operate,
coupled with changing customer preferences and emerging technologies, poses the risk of rendering our existing technologies and systems
obsolete. Our ability to identify, develop, acquire, or license innovative technologies relevant to our business and effectively respond
to technological advancements and industry standards in a timely and cost-effective manner will significantly impact our success. However,
the development and implementation of new technologies involve inherent technical and business risks, and there is no guarantee that
we will successfully develop or utilize new technologies, recover associated costs, or adapt our systems to meet evolving customer needs
and industry standards. Failure to develop technologies or adapt to market conditions could have a material and adverse effect on our
business, financial condition, and results of operations.

We
face risks in securing necessary funds for operations and expansion due to limited financing channels as a non-public company, which
may hinder our ability to support future growth and business plans.

As
a non-public company, we encounter risks due to limited financing channels compared to publicly traded entities, which may hinder our
ability to secure necessary funds for operations and expansion. While pursuing an IPO fundraising plan, we will also explore alternative
financing methods such as debt financing to address our working capital needs. It is crucial to recognize that a funding crisis could
adversely affect our business plans and hinder our future development.

We
face market risks in implementing our business strategy, including renewable resources recycling category expansion and downstream operations
expansion. If we are unable to carefully evaluate our investment, market risks, and optimization of production and operational management
while expanding, our business, financial condition and results of operations may be materially and adversely affected.

In
implementing our business strategy involving an O2O system, which also includes renewable resources recycling category expansion and
the expansion into downstream dismantling and disposal operations of recycled materials, we face the inherent market risks of venturing
into new market domains during industry expansion as we engage in diverse sectors.

While
expanding, if we are unable to maintain our existing customer base and attract new customers, we risk adverse impacts on our business,
financial condition, and operational results. The success of our expansion efforts, including online and offline channels and collaborations
with third-party partners, is not guaranteed. Factors such as the early stage of development in the renewable resources recycling industry,
consumer preferences, and competition from rival systems, present challenges in effectively growing and retaining our customer base.
Lower transaction volumes could negatively affect our reputation and hinder customer attraction and retention. Failure to sustain and
increase positive awareness of our system and services further heightens the risk, potentially impacting our business, growth prospects,
and financial condition.

18 |

If
we are unable to attract and engage consumers, third-party merchants, and other participants in the renewable resources recycling value
chain, while delivering a superior experience, we risk adverse impacts on our business, financial condition, operational results, and
reputation.

Our
business and reputation may face adverse impact if we are unable to attract and engage consumers, third-party merchants, and other participants
in the waste household appliance, waste metallic resources, and other renewable resources recycling value chain, while delivering a superior
experience to them. The success of our business relies on various factors, including timely expansion into new recycling categories and
value-added services, maintaining reliability in our inspection, grading, and pricing processes, delivering quality products that meet
expectations, effective management of online systems, offering competitive prices via our offline systems, fostering partnerships, continuous
innovation and enhancement of our system, improving operational efficiency, customer experience, and offline networks, and leveraging
technology and data for service improvement. As our business evolves, we cannot guarantee uninterrupted provision of a superior experience,
and failure to do so may have material and adverse effects on our financial condition, business, and operational result.

The
renewable resources recycling industry in China is still in its early stages, and consumer preferences may hinder their willingness to
trade-in, recycle, or purchase waste household appliances, waste metallic resources, and other renewable resources. Competition from
rival systems offering more appealing services and prices could lead to customer attrition and hinder customer base growth. Additionally,
negative public perception, even if based on isolated incidents or inaccurate information, regarding the authenticity or quality of used
electronics sold on our system could damage our reputation and impede customer attraction and retention. Maintaining and enhancing positive
awareness of our system and services is vital for sustaining and expanding the customer base. Failure to achieve this could have material
and adverse impacts on our business, growth prospects, operational results, and financial condition.

The
potential deterioration of our relationships with business partners in the renewable resources recycling value chain poses a risk of
adverse effects on our business prospects and operations.

We
rely on our business partners in the renewable resources recycling value chain, such as household waste and consumer electronics sales
businesses like Suning and JD Group, registered sales personnel, recycling personnel, recycling stations, transit yards, sorting centers,
and customers such as downstream dismantling and disposal businesses and industrial companies to expand our customer base and increase
the supply of renewable resources. These partnerships have been beneficial to our business, and we anticipate continued reliance on them
in the foreseeable future. However, failure to maintain cooperative relationships with any of these partners could make it challenging
to find suitable alternatives, divert management attention, and adversely impact our daily operations. While we have also engaged in
direct sales and other distribution channels from our online system, we cannot guarantee the future maintenance of relationships with
our major business partners. There is a possibility that we may not be able to successfully extend or renew our existing collaboration
arrangements on reasonable terms or at all, leading to expiration or early termination. Additionally, inadvertent breaches of provisions
by us, our employees, or our partners may result in liabilities under these agreements, and unforeseen disputes could arise. Failure
to resolve disputes may hinder our ability to continue cooperation. As a result, our system’s transaction volume, operational results,
and financial condition could be materially and adversely affected.

If
we are unable to manage our growth or execute our strategies effectively, our business and prospects may be materially and adversely
affected.

While
our business has demonstrated consistent growth in recent years, there are inherent risks associated with our expansion plans. Although
we anticipate continued revenue increase and aim to broaden our scope beyond waste household appliance and waste metallic resource categories,
as well as improve our downstream product service lines, there is no guarantee that we will effectively manage our growth or successfully
implement new technologies, systems, procedures, and control measures. Moreover, the outcomes of our new business initiatives cannot
be assured. If we encounter challenges in managing our growth or executing our strategies proficiently, our expansion efforts may not
yield the desired results, potentially having a material and adverse impact on our business and prospects. If we are not able to manage
our growth or execute our strategies effectively, our expansion may not be successful, and our business and prospects may be materially
and adversely affected.

19 |

The
growth and profitability of our business depend on the level of consumer demand and discretionary spending. A severe or prolonged economic
downturn in China or around the world could materially and adversely affect consumer discretionary spending and therefore adversely affect
our business, financial condition and results of operations.

The
success of our business depends, to a significant extent, on the level of consumer demand and discretionary spending in China. Several
factors beyond our control may affect the level of consumer demand and discretionary spending on merchandise that we offer, including,
among other things:

|
● |
general
economic and industry conditions; |

|
|
|

|
● |
disposable
income of consumers; |

|
|
|

|
● |
discounts,
promotions and merchandise offered by our competitors; |

|
|
|

|
● |
negative
reports and publicity about the waste or pre-owned household appliances and metallic resources transactions and services industry; |

|
|
|

|
● |
outbreak
of viruses or widespread illness, including COVID-19 caused by the novel coronavirus; |

|
|
|

|
● |
unemployment
levels; |

|
|
|

|
● |
minimum
wages and debt levels of consumers; |

|
|
|

|
● |
access
to consumption loans by consumers; |

|
|
|

|
● |
consumer
confidence in future economic conditions; |

|
|
|

|
● |
fluctuations
in the financial markets; and |

|
|
|

|
● |
natural
disasters, war, terrorism and other hostilities. |

Reduced
consumer confidence and spending cutbacks may result in reduced demand for renewable resources. Reduced demand also may require increased
selling and promotional expenses. Adverse economic conditions and any related decrease in consumer demand for renewable resources could
have a material adverse effect on our business, financial condition and results of operations. For example, the COVID-19 pandemic has
reduced the number of trips consumers make to brick-and-mortar stores, including offline used household appliance stores. The COVID-19
pandemic has also resulted in a severe and negative impact on the Chinese and the global economy. Negative economic conditions related
to this outbreak may limit consumer confidence and the amount of disposable income available to consumers, which may impact our consumer
demand. Whether the pandemic will lead to a prolonged downturn in the economy is still unknown. If this outbreak persists, commercial
activities throughout the world could be curtailed with decreased consumer spending, business disruptions, interrupted supply chains,
and difficulties in travel. Our business has been adversely affected by the outbreak of COVID-19. The extent to which COVID-19 impacts
our results will depend on future developments, which are highly uncertain and cannot be predicted. Even before the outbreak of COVID-19,
the global macroeconomic environment was facing numerous challenges. The growth rate of the Chinese economy has been slowing down. There
is considerable uncertainty over the long-term effects of the expansionary monetary and fiscal policies which had been adopted by the
central banks and financial authorities of some of the world’s leading economies, including the United States and China, even before
2020. Unrest, terrorist threats, war in the Ukraine and the potential for war elsewhere may increase market volatility across the globe.
There have also been concerns about the relationship between China and other countries, including but not limited to the surrounding
Asian countries, which may potentially have economic impact. In particular, there is significant uncertainty about the future relationship
between the United States and China with respect to trade policies, treaties, government regulations and tariffs. Economic conditions
in China are sensitive to global economic conditions, as well as changes in domestic economic and political policies and the expected
or perceived overall economic growth rate in China. Any severe or prolonged slowdown in the global or Chinese economy may materially
and adversely affect our business, results of operations and financial condition.

20 |

In
addition, many of the factors identified above also affect commodity rates, transportation costs, interest rates, costs of labor, insurance
and healthcare, lease costs, measures that create barriers to or increase the costs associated with international trade, changes in other
laws and regulations and other economic factors, all of which may impact our cost of sales, our selling and distribution expenses, and
general and administrative expenses, which could have a material adverse effect on our business, financial condition and results of operations.

We
have negative net cash flows from operating activities, which may continue in the future.

We
have experienced negative net cash flows from operating activities in 2024 and 2025. This trend of net losses and negative
net cash flows raises concerns about our financial performance. Moving forward, there may be risk of incurring substantial losses and
negative net cash flows from our operations due to factors such as declining demand for renewable resources, slower-than-expected growth,
increasing competition, deteriorate of our business partnerships, changes of policies and other risks discussed in detail. These circumstances
may lead to unforeseen expenses, challenges in generating revenue, and delays in achieving positive net cash flows. Moreover, reducing
costs and expenses in proportion to declining revenue may be difficult, given the presence of fixed expenses, and limiting costs could
hinder our ability to attract customers and third-party merchants, impacting revenue growth.

The
differences between our merchandise costs and sales of renewable resources and the fees we charge related to services on our online system
may fluctuate or decline in the future. Any material decrease in such price differences or fees would harm our business, financial condition
and results of operations.

Our
income generation is primarily derived from the differences between the merchandise costs and sales of renewable resources, primarily
household waste and ferrous metals, as well as fees and commissions charged for transactions and services provided
on our online system. The maintenance and growth of our revenues are contingent upon several key factors, including our ability to deliver
superior services, attract consumers, third-party merchants, and participants in the renewable resources recycling value chain.

Maximizing
the price differences between acquisition and sale, expanding our sources of supply for renewable resources, reaching end-consumers effectively,
and navigating fluctuations in macroeconomic changes are also critical to maintaining revenue growth. Failure to address these risks
and uncertainties adequately and promptly would have a material and adverse impact on our business and operational results.

The
risk of mishandling personal information, lack of confidence in privacy and security, and potential data breaches could deter users,
harm our reputation, result in legal and regulatory risks, and adversely impact our business operations.

The
potential concerns regarding mishandling personal and sensitive information stored in our online systems, as well as the overall lack
of confidence in privacy and security associated with apps and software programs, pose a risk of deterring current and potential users
and third-party merchants from utilizing our services, damaging our reputation, resulting in customer loss, and adversely impacting our
operating results. Furthermore, our collection, storage, and use of personal information for improved services entail obligations to
comply with data protection laws, regulations, and privacy policies. Any failure or perceived failure to comply may lead to customer
complaints, inquiries, legal actions, negative publicity, reputational damage, loss of users, customers, or third-party merchants, and
adverse effects on our business. Despite our efforts to limit third-party access and invest in security measures, any system failure
or security compromise leading to unauthorized access or data breaches may hinder product acquisition and sales, harm our reputation
and brand, and negatively affect our business. Although we take precautions, the potential hacking and misuse of data by third parties
remains a significant risk, exposing us to legal, regulatory, and business risks.

The
PRC regulatory and enforcement regime on data security and data protection is evolving. On May 28, 2020, the National People’s
Congress of the PRC enacted the Civil Code of the People’s Republic of China , or PRC Civil Code, which came into effect
on January 1, 2021. The PRC Civil Code, in addition to the systematic codification of provisions from existing legislations, establishes
general principles of privacy right and the protection of personal information, and provides a clearer legal basis for civil actions
against privacy and personal information related infringements and breaches. Other than the PRC Civil Code, more specific provisions
in relation to data privacy and cybersecurity are mainly set out in legislation including the PRC Cyber Security Law (effective
from June 1, 2017), the PRC Data Security Law (effective from September 1, 2021), the PRC Personal Information Protection Law
(effective from November 1, 2021), etc. The PRC governmental authorities have enacted or are in the process of formulating a series
of regulations and policies to enhance the protection of cybersecurity, data security and personal information. See “Regulations
— Regulations Relating to Cybersecurity, Data Security, Personal Information Protection and National Security” for more details.

21 |

Information
and data privacy legislation has also been evolving in other jurisdictions. For example, in the European Union, or EU, the General Data
Protection Regulation, or GDPR, which came into effect on May 25, 2018, presents increased challenges and risks in relation to policies
and procedures relating to data collection, storage, transfer, disclosure, protection and privacy, and will impose penalties for non-compliance,
including for example, penalties calculated as a percentage of global revenue under the GDPR. In the United States, various federal,
state and foreign legislative and regulatory bodies, or self-regulatory organizations, may expand current laws or regulations, enact
new laws or regulations or issue revised rules or guidance regarding privacy, data protection, and information security. For example,
California recently enacted the California Consumer Privacy Act, which, among other things, requires new disclosures to California consumers
and affords such consumers new abilities to opt out of certain sales of personal information. Outside of the European Union and the U.S.,
many countries and territories have laws, regulations, or other requirements relating to privacy, data protection, information security,
and consumer protection, and new countries and territories are adopting such legislation or other obligations with increasing frequency.
New laws or regulations concerning data protection, or the interpretation and application of existing consumer and data protection laws
or regulations, which are often uncertain and in flux, may be inconsistent with our practices. If so, in addition to the possibility
of fines, this could result in an order requiring that we change our practices, which could have an adverse effect on our business and
operating results. Complying with new laws and regulations could cause us to incur substantial costs or require us to change our business
practices in a manner materially adverse to our business. If we or those with whom we share information fail to comply with these laws
and regulations or experience a data security breach, our reputation could be damaged, and we could be subject to additional litigation
and regulatory risks.

Our
expansion into new renewable resources recycling categories and the offering of new services may expose us to new challenges and more
risks.

Unlocking
new opportunities through our expansion into diverse recycling categories and innovative services comes with inherent risks and challenges.
As we invest heavily in expanding our business to expand renewable resources recycling categories and increasing the downstream service
line such as dismantling and disposal, we face the challenge of managing risks associated with limited familiarity and relevant customer
data, potentially affecting our ability to anticipate demand and control quality. Additionally, potential product liability claims and
intensified competition in these new categories may require aggressive pricing and increased investments, impacting our profitability.
While we strive to achieve profitability and recoup our investments, effective risk management strategies are crucial to mitigate uncertainties
and ensure successful outcomes in these new ventures. We may face more challenges and regulatory risks that we are unprepared for, and
we may get into fierce competitions or even intellectual property litigations against competitors which result in negative impact on
our business.

Any
harm to our brands or reputation may materially and adversely affect our business and results of operations.

We
consider the recognition and reputation of our brands, such as ABGreen and Boolv Shoushou, among recycling personnel, consumers, and
third-party merchants to be crucial to our business success. Various factors, both within and beyond our control, influence the maintenance
and enhancement of our brand, including providing superior experiences to consumers and merchants, maintaining product quality and reliability,
offering competitive prices, delivering satisfactory services, supporting third-party merchants, conducting effective marketing and brand
promotion, and managing negative publicity.

We
face the risk that third-party merchants may struggle to meet our requirements or provide reliable information, potentially exposing
us to legal liabilities and undermining customer trust in our system, damaging our reputation. Negative news or media coverage, regardless
of its validity, has the potential to harm our reputation and erode customer trust. Failure to effectively address misinformation or
negative information could have significant adverse effects on our business, financial condition, and operations.

22 |

Misconduct
or illegal actions of our third-party merchants or other business partners in the renewable resources recycling value chain could materially
and adversely affect our reputation, business, financial condition, and results of operations.

We
work with third parties in the renewable resources recycling value chain, such as third-party merchants doing transactions on our system
and third-party recycling stations, transit yards, and sorting centers, and we are not able to fully control their actions. If these
third parties fail to perform as we expect, experience difficulty in meeting our requirements or standards, fail to conduct their business
ethically, fail to provide satisfactory services to suppliers, consumers or third-party merchants, receive negative press coverage, violate
applicable laws or regulations, breach agreements with us, or if the agreements we have entered into with the third parties are terminated
or not renewed, it could damage our business and reputation. In addition, if such third-party providers cease operations, temporarily
or permanently, face financial distress or other business disruptions, increase their fees, or if our relationships with them deteriorate,
we will suffer from increased costs, be involved in legal or administrative proceedings with or against our third-party service providers
and experience delays in providing consumers and third-party merchants with similar services until we find or develop a suitable alternative.
Furthermore, if we are unsuccessful in identifying high-quality partners, or establishing cost-effective relationships with them, or
effectively managing these relationships, our business and results of operations would be materially and adversely affected.

We
may be held liable for information or content displayed on or linked to our system, which may materially and adversely affect our reputation,
business, and results of operations.

We
may be held liable for inaccurate or incomplete information that is available through or linked to our system. The info

### EX-4.4 - EX-4.4
EX-4.4
3
ex4-4.htm
EX-4.4

Exhibit
4.4

CARBON
ZERO TECHNOLOGIES INTERNATIONAL INC.

AND

THE
BANK OF NEW YORK MELLON

As
Depositary

AND

OWNERS
AND HOLDERS OF AMERICAN DEPOSITARY SHARES

Deposit
Agreement

__________,
2026

|

|

TABLE
OF CONTENTS

ARTICLE 1. |
DEFINITIONS |
1 |

SECTION 1.1. |
American Depositary Shares. |
1 |

SECTION 1.2. |
Commission. |
2 |

SECTION 1.3. |
Company. |
2 |

SECTION 1.4. |
Custodian. |
2 |

SECTION 1.5. |
Deliver; Surrender. |
2 |

SECTION 1.6. |
Deposit Agreement. |
3 |

SECTION 1.7. |
Depositary; Depositary’s Office. |
3 |

SECTION 1.8. |
Deposited Securities. |
3 |

SECTION 1.9. |
Disseminate. |
3 |

SECTION 1.10. |
Dollars. |
3 |

SECTION 1.11. |
DTC. |
4 |

SECTION 1.12. |
Foreign Registrar. |
4 |

SECTION 1.13. |
Holder. |
4 |

SECTION 1.14. |
Owner. |
4 |

SECTION 1.15. |
Receipts. |
4 |

SECTION 1.16. |
Registrar. |
4 |

SECTION 1.17. |
Replacement. |
4 |

SECTION 1.18. |
Restricted Securities. |
5 |

SECTION 1.19. |
Securities Act of 1933. |
5 |

SECTION 1.20. |
Shares. |
5 |

SECTION 1.21. |
SWIFT. |
5 |

SECTION 1.22. |
Termination Option Event. |
5 |

ARTICLE 2. |
FORM OF RECEIPTS, DEPOSIT OF SHARES, DELIVERY, TRANSFER AND SURRENDER OF AMERICAN DEPOSITARY SHARES |
6 |

SECTION 2.1. |
Form of Receipts; Registration and Transferability of American Depositary Shares. |
6 |

SECTION 2.2. |
Deposit of Shares. |
7 |

SECTION 2.3. |
Delivery of American Depositary Shares. |
8 |

SECTION 2.4. |
Registration of Transfer of American Depositary Shares; Combination and Split-up of Receipts; Interchange of Certificated and Uncertificated American Depositary Shares. |
9 |

SECTION 2.5. |
Surrender of American Depositary Shares and Withdrawal of Deposited Securities. |
10 |

SECTION 2.6. |
Limitations on Delivery, Registration of Transfer and Surrender of American Depositary Shares. |
11 |

SECTION 2.7. |
Lost Receipts, etc. |
11 |

i |

|

SECTION 2.8. |
Cancellation and Destruction of Surrendered Receipts. |
12 |

SECTION 2.9. |
DTC Direct Registration System and Profile Modification System. |
12 |

ARTICLE 3. |
CERTAIN OBLIGATIONS OF OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES |
13 |

SECTION 3.1. |
Filing Proofs, Certificates and Other Information. |
13 |

SECTION 3.2. |
Liability of Owner for Taxes. |
13 |

SECTION 3.3. |
Warranties on Deposit of Shares. |
14 |

SECTION 3.4. |
Disclosure of Interests. |
14 |

ARTICLE 4. |
THE DEPOSITED SECURITIES |
14 |

SECTION 4.1. |
Cash Distributions. |
14 |

SECTION 4.2. |
Distributions Other Than Cash, Shares or Rights. |
15 |

SECTION 4.3. |
Distributions in Shares. |
16 |

SECTION 4.4. |
Rights. |
17 |

SECTION 4.5. |
Conversion of Foreign Currency. |
18 |

SECTION 4.6. |
Fixing of Record Date. |
20 |

SECTION 4.7. |
Voting of Deposited Shares. |
20 |

SECTION 4.8. |
Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities. |
21 |

SECTION 4.9. |
Reports. |
23 |

SECTION 4.10. |
Lists of Owners. |
23 |

SECTION 4.11. |
Withholding. |
23 |

ARTICLE 5. THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY |
24 |

SECTION 5.1. |
Maintenance of Office and Register by the Depositary. |
24 |

SECTION 5.2. |
Prevention or Delay of Performance by the Company or the Depositary. |
24 |

SECTION 5.3. |
Obligations of the Depositary and the Company. |
25 |

SECTION 5.4. |
Resignation and Removal of the Depositary. |
26 |

SECTION 5.5. |
The Custodians. |
27 |

SECTION 5.6. |
Notices and Reports. |
27 |

SECTION 5.7. |
Distribution of Additional Shares, Rights, etc. |
28 |

SECTION 5.8. |
Indemnification. |
29 |

SECTION 5.9. |
Charges of Depositary. |
29 |

SECTION 5.10. |
Retention of Depositary Documents. |
30 |

SECTION 5.11. |
Exclusivity. |
30 |

SECTION 5.12. |
Information for Regulatory Compliance. |
31 |

ARTICLE 6. |
AMENDMENT AND TERMINATION |
31 |

SECTION 6.1. |
Amendment. |
31 |

SECTION 6.2. |
Termination. |
31 |

ARTICLE 7. |
MISCELLANEOUS |
32 |

SECTION 7.1. |
Counterparts; Signatures; Delivery; Electronic Records. |
32 |

SECTION 7.2. |
No Third Party Beneficiaries. |
33 |

SECTION 7.3. |
Severability. |
33 |

SECTION 7.4. |
Owners and Holders as Parties; Binding Effect. |
33 |

SECTION 7.5. |
Notices. |
33 |

SECTION 7.6. |
Arbitration; Settlement of Disputes. |
34 |

SECTION 7.7. |
Appointment of Agent for Service of Process; Submission to Jurisdiction; Jury Trial Waiver. |
35 |

SECTION 7.8. |
Waiver of Immunities. |
36 |

SECTION 7.9. |
Governing Law. |
36 |

ii |

|

DEPOSIT
AGREEMENT

DEPOSIT
AGREEMENT dated as of __________, 2026 among CARBON ZERO TECHNOLOGIES INTERNATIONAL INC., a company incorporated under the laws
of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary),
and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.

W
I T N E S S E T H:

WHEREAS,
the Company desires to provide, as set forth in this Deposit Agreement, for the deposit of Shares (as hereinafter defined) of the Company
from time to time with the Depositary or with the Custodian (as hereinafter defined) under this Deposit Agreement, for the creation of
American Depositary Shares representing the Shares so deposited and for the execution and delivery of American Depositary Receipts evidencing
the American Depositary Shares; and

WHEREAS,
the American Depositary Receipts are to be substantially in the form of Exhibit A annexed to this Deposit Agreement, with appropriate
insertions, modifications and omissions, as set forth in this Deposit Agreement;

NOW,
THEREFORE, in consideration of the premises, it is agreed by and between the parties hereto as follows:

ARTICLE 1. |
DEFINITIONS |

The
following definitions shall for all purposes, unless otherwise clearly indicated, apply to the respective terms used in this Deposit
Agreement:

SECTION
1.1. American Depositary Shares.

The
term “ American Depositary Shares ” shall mean the securities created under this Deposit Agreement representing rights
with respect to the Deposited Securities. American Depositary Shares may be certificated securities evidenced by Receipts or uncertificated
securities. The form of Receipt annexed as Exhibit A to this Deposit Agreement shall be the prospectus required under the Securities
Act of 1933 for sales of both certificated and uncertificated American Depositary Shares. Except for those provisions of this Deposit
Agreement that refer specifically to Receipts, all the provisions of this Deposit Agreement shall apply to both certificated and uncertificated
American Depositary Shares.

Each
American Depositary Share shall represent the number of Shares specified in Exhibit A to this Deposit Agreement, except that ,
if there is a distribution upon Deposited Securities covered by Section 4.3, a change in Deposited Securities covered by Section 4.8
with respect to which additional American Depositary Shares are not delivered or a sale of Deposited Securities under Section 3.2 or
4.8, each American Depositary Share shall thereafter represent the amount of Shares or other Deposited Securities that are then on deposit
per American Depositary Share after giving effect to that distribution, change or sale.

1 |

|

SECTION
1.2. Commission.

The
term “ Commission ” shall mean the Securities and Exchange Commission of the United States or any successor governmental
agency in the United States.

SECTION
1.3. Company.

The
term “ Company ” shall mean Carbon Zero Technologies International Inc., a company incorporated under the laws of the
Cayman Islands, and its successors.

SECTION
1.4. Custodian.

The
term “ Custodian ” shall mean The Hongkong and Shanghai Banking Corporation Limited, as custodian for the Depositary
in Hong Kong for the purposes of this Deposit Agreement, and any other firm or corporation the Depositary appoints under Section 5.5
as a substitute or additional custodian under this Deposit Agreement, and shall also mean all of them collectively.

SECTION
1.5. Deliver; Surrender.

(a) The
term “ deliver ”, or its noun form, when used with respect to Shares or other Deposited Securities, shall mean (i) book-entry
transfer of those Shares or other Deposited Securities to an account maintained by an institution authorized under applicable law to
effect transfers of such securities designated by the person entitled to that delivery or (ii) physical transfer of certificates evidencing
those Shares or other Deposited Securities registered in the name of, or duly endorsed or accompanied by proper instruments of transfer
to, the person entitled to that delivery.

(b) The
term “ deliver ”, or its noun form, when used with respect to American Depositary Shares, shall mean (i) registration
of those American Depositary Shares in the name of DTC or its nominee and book-entry transfer of those American Depositary Shares to
an account at DTC designated by the person entitled to that delivery, (ii) registration of those American Depositary Shares not evidenced
by a Receipt on the books of the Depositary in the name requested by the person entitled to that delivery and mailing to that person
of a statement confirming that registration or (iii) if requested by the person entitled to that delivery, execution and delivery at
the Depositary’s Office to the person entitled to that delivery of one or more Receipts evidencing those American Depositary Shares
registered in the name requested by that person.

2 |

|

(c) The
term “ surrender ”, when used with respect to American Depositary Shares, shall mean (i) one or more book-entry transfers
of American Depositary Shares to the DTC account of the Depositary, (ii) delivery to the Depositary at its Office of an instruction to
surrender American Depositary Shares not evidenced by a Receipt or (iii) surrender to the Depositary at its Office of one or more Receipts
evidencing American Depositary Shares.

SECTION
1.6. Deposit Agreement.

The
term “ Deposit Agreement ” shall mean this Deposit Agreement, as it may be amended from time to time in accordance with
the provisions of this Deposit Agreement.

SECTION
1.7. Depositary; Depositary’s Office.

The
term “ Depositary ” shall mean The Bank of New York Mellon, a New York banking corporation, and any successor as depositary
under this Deposit Agreement. The term “ Office ”, when used with respect to the Depositary, shall mean the office at
which its depositary receipts business is administered, which, at the date of this Deposit Agreement, is located at 240 Greenwich Street,
New York, New York 10286.

SECTION
1.8. Deposited Securities.

The
term “ Deposited Securities ” as of any time shall mean Shares at such time deposited or deemed to be deposited under
this Deposit Agreement, including without limitation, Shares that have not been successfully delivered upon surrender of American Depositary
Shares, and any and all other securities, property and cash received by the Depositary or the Custodian in respect of Deposited Securities
and at that time held under this Deposit Agreement.

SECTION
1.9. Disseminate.

The
term “ Disseminate ,” when referring to a notice or other information to be sent by the Depositary to Owners, shall
mean (i) sending that information to Owners in paper form by mail or another means or (ii) with the consent of Owners, another procedure
that has the effect of making the information available to Owners, which may include (A) sending the information by electronic mail or
electronic messaging or (B) sending in paper form or by electronic mail or messaging a statement that the information is available and
may be accessed by the Owner on an Internet website and that it will be sent in paper form upon request by the Owner, when that information
is so available and is sent in paper form as promptly as practicable upon request.

SECTION
1.10. Dollars.

The
term “ Dollars ” shall mean United States dollars.

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SECTION
1.11. DTC.

The
term “ DTC ” shall mean The Depository Trust Company or its successor.

SECTION
1.12. Foreign Registrar.

The
term “ Foreign Registrar ” shall mean the entity that carries out the duties of registrar for the Shares and any other
agent of the Company for the transfer and registration of Shares, including, without limitation, any securities depository for the Shares.

SECTION
1.13. Holder.

The
term “ Holder ” shall mean any person holding a Receipt or a security entitlement or other interest in American Depositary
Shares, whether for its own account or for the account of another person, but that is not the Owner of that Receipt or those American
Depositary Shares.

SECTION
1.14. Owner.

The
term “ Owner ” shall mean the person in whose name American Depositary Shares are registered on the books of the Depositary
maintained for that purpose.

SECTION
1.15. Receipts.

The
term “ Receipts ” shall mean the American Depositary Receipts issued under this Deposit Agreement evidencing certificated
American Depositary Shares, as the same may be amended from time to time in accordance with the provisions of this Deposit Agreement.

SECTION
1.16. Registrar.

The
term “ Registrar ” shall mean any corporation or other entity that is appointed by the Depositary to register American
Depositary Shares and transfers of American Depositary Shares as provided in this Deposit Agreement.

SECTION
1.17. Replacement.

The
term “ Replacement ” shall have the meaning assigned to it in Section 4.8.

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SECTION
1.18. Restricted Securities.

The
term “ Restricted Securities ” shall mean Shares that (i) are “restricted securities,” as defined in Rule
144 under the Securities Act of 1933, except for Shares that could be resold in reliance on Rule 144 without any conditions, (ii) are
beneficially owned by an officer, director (or person performing similar functions) or other affiliate of the Company, (iii) otherwise
would require registration under the Securities Act of 1933 in connection with the public offer and sale thereof in the United States
or (iv) are subject to other restrictions on sale or deposit under the laws of the Cayman Islands, a shareholder agreement or the articles
of association or similar document of the Company.

SECTION
1.19. Securities Act of 1933.

The
term “ Securities Act of 1933 ” shall mean the United States Securities Act of 1933, as from time to time amended.

SECTION
1.20. Shares.

The
term “ Shares ” shall mean Class A ordinary shares of the Company that are validly issued and outstanding, fully paid
and nonassessable and that were not issued in violation of any pre-emptive or similar rights of the holders of outstanding securities
of the Company; provided , however , that, if there shall occur any change in nominal or par value, a split-up or consolidation
or any other reclassification or, upon the occurrence of an event described in Section 4.8, an exchange or conversion in respect of the
Shares of the Company, the term “Shares” shall thereafter also mean the successor securities resulting from such change in
nominal value, split-up or consolidation or such other reclassification or such exchange or conversion.

SECTION
1.21. SWIFT.

The
term “ SWIFT ” shall mean the financial messaging network operated by the Society for Worldwide Interbank Financial
Telecommunication, or its successor.

SECTION
1.22. Termination Option Event.

The
term “ Termination Option Event ” shall mean any of the following events or conditions:

(i) the
Company institutes proceedings to be adjudicated as bankrupt or insolvent, consents to the institution of bankruptcy or insolvency proceedings
against it, files a petition or answer or consent seeking reorganization or relief under any applicable law in respect of bankruptcy
or insolvency, consents to the filing of any petition of that kind or to the appointment of a receiver, liquidator, assignee, trustee,
custodian or sequestrator (or other similar official) of it or any substantial part of its property or makes an assignment for the benefit
of creditors, or if information becomes publicly available indicating that unsecured claims against the Company are not expected to be
paid;

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(ii) the
Shares are delisted, or the Company announces its intention to delist the Shares, from a stock exchange outside the United States, and
the Company has not applied to list the Shares on any other stock exchange outside the United States;

(iii) the
American Depositary Shares are delisted from a stock exchange in the United States on which the American Depositary Shares were listed
and, 30 days after that delisting, the American Depositary Shares have not been listed on another stock exchange in the United States,
nor is there a symbol available for over-the-counter trading of the American Depositary Shares in the United States;

(iv) the
Depositary has received notice of facts that indicate, or otherwise has reason to believe, that the American Depositary Shares have become,
or with the passage of time will become, ineligible for registration on Form F-6 under the Securities Act of 1933; or

(v) an
event or condition that is defined as a Termination Option Event in Section 4.1, 4.2 or 4.8.

ARTICLE 2. FORM OF RECEIPTS, DEPOSIT OF SHARES, DELIVERY, TRANSFER AND SURRENDER OF AMERICAN DEPOSITARY SHARES

SECTION
2.1. Form of Receipts; Registration and Transferability of American Depositary Shares.

Definitive
Receipts shall be substantially in the form set forth in Exhibit A to this Deposit Agreement, with appropriate insertions, modifications
and omissions, as permitted under this Deposit Agreement. No Receipt shall be entitled to any benefits under this Deposit Agreement or
be valid or obligatory for any purpose, unless that Receipt has been (i) executed by the Depositary by the manual signature of a duly
authorized officer of the Depositary or (ii) executed by the facsimile signature of a duly authorized officer of the Depositary and countersigned
by the manual signature of a duly authorized signatory of the Depositary or the Registrar or a co-registrar. The Depositary shall maintain
books on which (x) each Receipt so executed and delivered as provided in this Deposit Agreement and each transfer of that Receipt and
(y) all American Depositary Shares delivered as provided in this Deposit Agreement and all registrations of transfer of American Depositary
Shares, shall be registered. A Receipt bearing the facsimile signature of a person that was at any time a proper officer of the Depositary
shall, subject to the other provisions of this paragraph, bind the Depositary, even if that person was not a proper officer of the Depositary
on the date of issuance of that Receipt.

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The
Receipts and statements confirming registration of American Depositary Shares may have incorporated in or attached to them such legends
or recitals or modifications not inconsistent with the provisions of this Deposit Agreement as may be required by the Depositary or required
to comply with any applicable law or regulations thereunder or with the rules and regulations of any securities exchange upon which American
Depositary Shares may be listed or to conform with any usage with respect thereto, or to indicate any special limitations or restrictions
to which any particular Receipts and American Depositary Shares are subject by reason of the date of issuance of the underlying Deposited
Securities or otherwise.

American
Depositary Shares evidenced by a Receipt, when the Receipt is properly endorsed or accompanied by proper instruments of transfer, shall
be transferable as certificated registered securities under the laws of the State of New York. American Depositary Shares not evidenced
by Receipts shall be transferable as uncertificated registered securities under the laws of the State of New York. The Depositary, notwithstanding
any notice to the contrary, may treat the Owner of American Depositary Shares as the absolute owner thereof for the purpose of determining
the person entitled to distribution of dividends or other distributions or to any notice provided for in this Deposit Agreement and for
all other purposes, and neither the Depositary nor the Company shall have any obligation or be subject to any liability under this Deposit
Agreement to any Holder of American Depositary Shares (but only to the Owner of those American Depositary Shares).

SECTION
2.2. Deposit of Shares.

Subject
to the terms and conditions of this Deposit Agreement, Shares or evidence of rights to receive Shares may be deposited under this Deposit
Agreement by delivery thereof to any Custodian, accompanied by any appropriate instruments or instructions for transfer, or endorsement,
in form satisfactory to the Custodian.

As
conditions of accepting Shares for deposit, the Depositary may require (i) any certification required by the Depositary or the Custodian
in accordance with the provisions of this Deposit Agreement, (ii) a written order directing the Depositary to deliver to, or upon the
written order of, the person or persons stated in that order American Depositary Shares representing those deposited Shares, (iii) evidence
satisfactory to the Depositary that those Shares have been re-registered in the books of the Company or the Foreign Registrar in the
name of the Depositary, a Custodian or a nominee of the Depositary or a Custodian, (iv) evidence satisfactory to the Depositary that
any necessary approval for the transfer or deposit has been granted by any governmental body in each applicable jurisdiction and (v)
an agreement or assignment, or other instrument satisfactory to the Depositary, that provides for the prompt transfer to the Custodian
of any dividend, or right to subscribe for additional Shares or to receive other property, that any person in whose name those Shares
are or have been recorded may thereafter receive upon or in respect of those Shares, or, in lieu thereof, such agreement of indemnity
or other agreement as shall be satisfactory to the Depositary.

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The
Depositary shall refuse, and shall instruct the Custodian to refuse, to accept Shares for deposit if the Depositary has received a notice
from the Company that the Company has restricted transfer of those Shares under the Company’s articles of association or any applicable
laws or that the deposit would result in any violation of the Company’s articles of association or any applicable laws.

At
the request and risk and expense of a person proposing to deposit Shares, and for the account of that person, the Depositary may receive
certificates for Shares to be deposited, together with the other instruments specified in this Section, for the purpose of forwarding
those Share certificates to the Custodian for deposit under this Deposit Agreement.

The
Depositary shall instruct each Custodian that, upon each delivery to a Custodian of a certificate or certificates for Shares to be deposited
under this Deposit Agreement, together with the other documents specified in this Section, that Custodian shall, as soon as transfer
and recordation can be accomplished, present that certificate or those certificates to the Company or the Foreign Registrar, if applicable,
for transfer and recordation of the Shares being deposited in the name of the Depositary or its nominee or that Custodian or its nominee.

Deposited
Securities shall be held by the Depositary or by a Custodian for the account and to the order of the Depositary or at such other place
or places as the Depositary shall determine.

SECTION
2.3. Delivery of American Depositary Shares.

The
Depositary shall instruct each Custodian that, upon receipt by that Custodian of any deposit pursuant to Section 2.2, together with the
other documents or evidence required under that Section, that Custodian shall notify the Depositary of that deposit and the person or
persons to whom or upon whose written order American Depositary Shares are deliverable in respect thereof. Upon receiving a notice of
a deposit from a Custodian, or upon the receipt of Shares or evidence of the right to receive Shares by the Depositary, the Depositary,
subject to the terms and conditions of this Deposit Agreement, shall deliver, to or upon the order of the person or persons entitled
thereto, the number of American Depositary Shares issuable in respect of that deposit, but only upon payment to the Depositary of the
fees and expenses of the Depositary for the delivery of those American Depositary Shares as provided in Section 5.9, and of all taxes
and governmental charges and fees payable in connection with that deposit and the transfer of the deposited Shares. However , the
Depositary shall deliver only whole numbers of American Depositary Shares.

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SECTION
2.4. Registration of Transfer of American Depositary Shares; Combination and Split-up of Receipts; Interchange of Certificated
and Uncertificated American Depositary Shares.

The
Depositary, subject to the terms and conditions of this Deposit Agreement, shall register a transfer of American Depositary Shares on
its transfer books upon (i) in the case of certificated American Depositary Shares, surrender of the Receipt evidencing those American
Depositary Shares, by the Owner or by a duly authorized attorney, properly endorsed or accompanied by proper instruments of transfer
or (ii) in the case of uncertificated American Depositary Shares, receipt from the Owner of a proper instruction (including, for the
avoidance of doubt, instructions through DRS and Profile as provided in Section 2.9), and, in either case, duly stamped as may be required
by the laws of the State of New York and of the United States of America. Upon registration of a transfer, the Depositary shall deliver
the transferred American Depositary Shares to or upon the order of the person entitled thereto.

The
Depositary, subject to the terms and conditions of this Deposit Agreement, shall upon surrender of a Receipt or Receipts for the purpose
of effecting a split-up or combination of such Receipt or Receipts, execute and deliver a new Receipt or Receipts for any authorized
number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as the Receipt or
Receipts surrendered.

The
Depositary, upon surrender of certificated American Depositary Shares for the purpose of exchanging for uncertificated American Depositary
Shares, shall cancel the Receipt evidencing those certificated American Depositary Shares and send the Owner a statement confirming that
the Owner is the owner of the same number of uncertificated American Depositary Shares. The Depositary, upon receipt of a proper instruction
(including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.9) from the Owner of uncertificated
American Depositary Shares for the purpose of exchanging for certificated American Depositary Shares, shall cancel those uncertificated
American Depositary Shares and register and deliver to the Owner a Receipt evidencing the same number of certificated American Depositary
Shares.

The
Depositary may appoint one or more co-transfer agents for the purpose of effecting registration of transfers of American Depositary Shares
and combinations and split-ups of Receipts at designated transfer offices on behalf of the Depositary. In carrying out its functions,
a co-transfer agent may require evidence of authority and compliance with applicable laws and other requirements by Owners or persons
entitled to American Depositary Shares and will be entitled to protection and indemnity to the same extent as the Depositary.

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SECTION
2.5. Surrender of American Depositary Shares and Withdrawal of Deposited Securities.

Upon
surrender of American Depositary Shares for the purpose of withdrawal of the Deposited Securities represented thereby and payment of
the fee of the Depositary for the surrender of American Depositary Shares as provided in Section 5.9 and payment of all taxes and governmental
charges payable in connection with that surrender and withdrawal of the Deposited Securities, and subject to the terms and conditions
of this Deposit Agreement, the Owner of those American Depositary Shares shall be entitled to delivery (to the extent delivery can then
be lawfully and practicably made), to or as instructed by that Owner, of the amount of Deposited Securities at the time represented by
those American Depositary Shares, but not any money or other property as to which a record date for distribution to Owners has
passed (since money or other property of that kind will be delivered or paid on the scheduled payment date to the Owner as of that record
date), and except that the Depositary shall not be required to accept surrender of American Depositary Shares for the purpose
of withdrawal to the extent it would require delivery of a fraction of a Deposited Security. That delivery shall be made, as provided
in this Section, without unreasonable delay.

As
a condition of accepting a surrender of American Depositary Shares for the purpose of withdrawal of Deposited Securities, the Depositary
may require (i) that each surrendered Receipt be properly endorsed in blank or accompanied by proper instruments of transfer in blank
and (ii) that the surrendering Owner execute and deliver to the Depositary a written order directing the Depositary to cause the Deposited
Securities being withdrawn to be delivered to or upon the written order of a person or persons designated in that order.

Thereupon,
the Depositary shall direct the Custodian to deliver, subject to Sections 2.6, 3.1 and 3.2, the other terms and conditions of this Deposit
Agreement and local market rules and practices, to the surrendering Owner or to or upon the written order of the person or persons designated
in the order delivered to the Depositary as above provided, the amount of Deposited Securities represented by the surrendered American
Depositary Shares, and the Depositary may charge the surrendering Owner a fee and its expenses for giving that direction by cable (including
SWIFT) or facsimile transmission. The Company agrees not to prevent, hinder or unreasonably delay any lawful delivery or registration
of transfer of Deposited Securities upon surrender of American Depositary Shares for the purpose of withdrawal.

If
Deposited Securities are delivered physically upon surrender of American Depositary Shares for the purpose of withdrawal, that delivery
will be made at the Custodian’s office, except that , at the request, risk and expense of an Owner surrendering American
Depositary Shares for withdrawal of Deposited Securities, and for the account of that Owner, the Depositary shall direct the Custodian
to forward any cash or other property comprising, and forward a certificate or certificates, if applicable, and other proper documents
of title, if any, for, the Deposited Securities represented by the surrendered American Depositary Shares to the Depositary for delivery
at the Depositary’s Office or to another address specified in the order received from the surrendering Owner.

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SECTION
2.6. Limitations on Delivery, Registration of Transfer and Surrender of American Depositary Shares.

As
a condition precedent to the delivery, registration of transfer or surrender of any American Depositary Shares or split-up or combination
of any Receipt or withdrawal of any Deposited Securities, the Depositary, Custodian or Registrar may require payment from the depositor
of Shares or the presenter of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares not
evidenced by a Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration
fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of
any applicable fees as provided in this Deposit Agreement, may require the production of proof satisfactory to it as to the identity
and genuineness of any signature and may also require compliance with any regulations the Depositary may establish consistent with the
provisions of this Deposit Agreement, including, without limitation, this Section 2.6.

The
Depositary may refuse to accept deposits of Shares for delivery of American Depositary Shares or to register transfers of American Depositary
Shares in particular instances, or may suspend deposits of Shares or registration of transfer generally, whenever it or the Company considers
it necessary or advisable to do so. The Depositary may refuse surrenders of American Depositary Shares for the purpose of withdrawal
of Deposited Securities in particular instances, or may suspend surrenders for the purpose of withdrawal generally, but, notwithstanding
anything to the contrary in this Deposit Agreement, only for (i) temporary delays caused by closing of the Depositary’s register
or the register of holders of Shares maintained by the Company or the Foreign Registrar, or the deposit of Shares, in connection with
voting at a shareholders’ meeting or the payment of dividends, (ii) the payment of fees, taxes and similar charges, (iii) compliance
with any U.S. or foreign laws or governmental regulations relating to the American Depositary Shares or to the withdrawal of the Deposited
Securities or (iv) any other reason that, at the time, is permitted under paragraph I(A)(1) of the General Instructions to Form F-6 under
the Securities Act of 1933 or any successor to that provision.

The
Depositary shall not knowingly accept for deposit under this Deposit Agreement any Shares that, at the time of deposit, are Restricted
Securities.

SECTION
2.7. Lost Receipts, etc.

If
a Receipt is mutilated, destroyed, lost or stolen, the Depositary shall deliver to the Owner the American Depositary Shares evidenced
by that Receipt in uncertificated form or, if requested by the Owner, execute and deliver a new Receipt of like tenor in exchange and
substitution for such mutilated Receipt, upon surrender and cancellation of that mutilated Receipt, or in lieu of and in substitution
for that destroyed, lost or stolen Receipt. However , before the Depositary will deliver American Depositary Shares in uncertificated
form or execute and deliver a new Receipt, in substitution for a destroyed, lost or stolen Receipt, the Owner must (a) file with the
Depositary (i) a request for that replacement before the Depositary has notice that the Receipt has been acquired by a bona fide purchaser
and (ii) a sufficient indemnity bond and (b) satisfy any other reasonable requirements imposed by the Depositary.

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SECTION
2.8. Cancellation and Destruction of Surrendered Receipts.

The
Depositary shall cancel all Receipts surrendered to it and is authorized to destroy Receipts so cancelled.

SECTION
2.9. DTC Direct Registration System and Profile Modification System.

(a) Notwithstanding
the provisions of Section 2.4, the parties acknowledge that DTC’s Direct Registration System (“ DRS ”) and Profile
Modification System (“ Profile ”) apply to the American Depositary Shares upon acceptance thereof to DRS by DTC. DRS
is the system administered by DTC that facilitates interchange between registered holding of uncertificated securities and holding of
security entitlements in those securities through DTC and a DTC participant. Profile is a required feature of DRS that allows a DTC participant,
claiming to act on behalf of an Owner of American Depositary Shares, to direct the Depositary to register a transfer of those American
Depositary Shares to DTC or its nominee and to deliver those American Depositary Shares to the DTC account of that DTC participant without
receipt by the Depositary of prior authorization from the Owner to register that transfer.

(b) In
connection with DRS/Profile, the parties acknowledge that the Depositary will not determine whether the DTC participant that is claiming
to be acting on behalf of an Owner in requesting a registration of transfer and delivery as described in paragraph (a) above has the
actual authority to act on behalf of that Owner (notwithstanding any requirements under the Uniform Commercial Code). For the avoidance
of doubt, the provisions of Sections 5.3 and 5.8 apply to the matters arising from the use of the DRS/Profile. The parties agree that
the Depositary’s reliance on and compliance with instructions received by the Depositary through the DRS/Profile system and otherwise
in accordance with this Deposit Agreement shall not constitute negligence or bad faith on the part of the Depositary.

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ARTICLE
3. CERTAIN OBLIGATIONS OF OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES

SECTION
3.1. Filing Proofs, Certificates and Other Information.

Any
person presenting Shares for deposit or any Owner or Holder may be required from time to time to file with the Depositary or the Custodian
such proof of citizenship or residence, exchange control approval, or such information relating to the registration on the books of the
Company or the Foreign Registrar, if applicable, to execute such certificates and to make such representations and warranties, as the
Depositary may deem necessary or proper, or as the Company may reasonably require by written request to the Depositary. The Depositary
may withhold the delivery or registration of transfer of American Depositary Shares, the distribution of any dividend or other distribution
or of the proceeds thereof or the delivery of any Deposited Securities until that proof or other information is filed or those certificates
are executed or those representations and warranties are made. The Depositary shall provide the Company, upon the Company’s written
request and at the Company’s expense, as promptly as practicable, with copies of any information or other materials that the Depositary
receives pursuant to this Section, to the extent that the requested disclosure is permitted under applicable law.

SECTION
3.2. Liability of Owner for Taxes.

If
any tax or other governmental charge shall become payable by the Custodian or the Depositary with respect to or in connection with any
American Depositary Shares or any Deposited Securities represented by any American Depositary Shares or in connection with a transaction
to which Section 4.8 applies, that tax or other governmental charge shall be payable by the Owner of those American Depositary Shares
to the Depositary. The Depositary may refuse to register any transfer of those American Depositary Shares or any withdrawal of Deposited
Securities represented by those American Depositary Shares until that payment is made, and may withhold any dividends or other distributions
or the proceeds thereof, or may sell for the account of the Owner any part or all of the Deposited Securities represented by those American
Depositary Shares and apply those dividends or other distributions or the net proceeds of any sale of that kind in payment of that tax
or other governmental charge but , even after a sale of that kind, the Owner of those American Depositary Shares shall remain liable
for any deficiency. The Depositary shall distribute any net proceeds of a sale made under this Section that are not used to pay taxes
or governmental charges to the Owners entitled to them in accordance with Section 4.1. If the number of Shares represented by each American
Depositary Share decreases as a result of a sale of Deposited Securities under this Section, the Depositary may call for surrender of
the American Depositary Shares to be exchanged on a mandatory basis for a lesser number of American Depositary Shares and may sell American
Depositary Shares to the extent necessary to avoid distributing fractions of American Depositary Shares in that exchange and distribute
the net proceeds of that sale to the Owners entitled to them.

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SECTION
3.3. Warranties on Deposit of Shares.

Every
person depositing Shares under this Deposit Agreement shall be deemed thereby to represent and warrant that those Shares and each certificate
therefor, if applicable, are validly issued, fully paid and nonassessable and were not issued in violation of any preemptive or similar
rights of the holders of outstanding securities of the Company and that the person making that deposit is duly authorized so to do. Every
depositing person shall also be deemed to represent that the Shares, at the time of deposit, are not Restricted Securities. All representations
and warranties deemed made under this Section shall survive the deposit of Shares and delivery of American Depositary Shares.

SECTION
3.4. Disclosure of Interests.

When
required in order to comply with applicable laws and regulations or the articles of association or similar document of the Company, the
Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in
which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested
in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required
for that compliance. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to this
Section. Each Holder consents to the disclosure by the Depositary and the Owner or any other Holder through which it holds American Depositary
Shares, directly or indirectly, of all information responsive to a request made pursuant to this Section relating to that Holder that
is known to that Owner or other Holder. The Depositary agrees to use reasonable efforts to comply with written instructions requesting
that the Depositary forward any request authorized under this Section to the Owners and to forward to the Company any responses it receives
in response to that request. The Depositary may charge the Company a fee and its expenses for complying with requests under this Section
3.4.

ARTICLE 4. |
THE DEPOSITED SECURITIES |

SECTION
4.1. Cash Distributions.

Whenever
the Depositary receives any cash dividend or other cash distribution on Deposited Securities, the Depositary shall, subject to the provisions
of Section 4.5, convert that dividend or other distribution into Dollars and distribute the amount thus received (net of the fees and
expenses of the Depositary as provided in Section 5.9) to the Owners entitled thereto, in proportion to the number of American Depositary
Shares representing those Deposited Securities held by them respectively; provided , however , that if the Custodian or the
Depositary shall be required to withhold and does withhold from that cash dividend or other cash distribution an amount on account of
taxes or other governmental charges, the amount distributed to the Owners of the American Depositary Shares representing those Deposited
Securities shall be reduced accordingly. However , the Depositary will not pay any Owner a fraction of one cent, but will round
each Owner’s entitlement to the nearest whole cent.

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The
Company or its agent will remit to the appropriate governmental agency in each applicable jurisdiction all amounts withheld and owing
to such agency.

If
a cash distribution would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary
Shares, the Depositary may:

(i)
require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American
Depositary Shares) as a condition of making that cash distribution; or

(ii)
sell all Deposited Securities other than the subject cash distribution and add any net cash proceeds of that sale to the cash distribution,
call for surrender of all those American Depositary Shares and require that surrender as a condition of making that cash distribution.

If
the Depositary acts under this paragraph, that action shall also be a Termination Option Event .

SECTION
4.2. Distributions Other Than Cash, Shares or Rights.

Subject
to the provisions of Sections 4.11 and 5.9, whenever the Depositary receives any distribution other than a distribution described in
Section 4.1, 4.3 or 4.4 on Deposited Securities (but not in exchange for or in conversion or in lieu of Deposited Securities), the Depositary
shall cause the securities or property received by it to be distributed to the Owners entitled thereto, after deduction or upon payment
of any fees and expenses of the Depositary and any taxes or other governmental charges, in proportion to the number of American Depositary
Shares representing such Deposited Securities held by them respectively, in any manner that the Depositary deems equitable and practicable
for accomplishing that distribution (which may be a distribution of depositary shares representing the securities received); provided ,
however , that if in the opinion of the Depositary such distribution cannot be made proportionately among the Owners entitled thereto,
or if for any other reason (including, but not limited to, any requirement that the Company or the Depositary withhold an amount on account
of taxes or other governmental charges or that securities received must be registered under the Securities Act of 1933 in order to be
distributed to Owners or Holders) the Depositary deems such distribution not to be lawful and feasible, the Depositary, after consultation
with the Company to the extent practicable, may adopt such other method as it may deem equitable and practicable for the purpose of effecting
such distribution, including, but not limited to, the public or private sale of the securities or property thus received, or any part
thereof, and distribution of the net proceeds of any such sale (net of the fees and expenses of the Depositary as provided in Section
5.9) to the Owners entitled thereto, all in the manner and subject to the conditions set forth in Section 4.1. The Depositary may withhold
any distribution of securities under this Section 4.2 if it has not received satisfactory assurances from the Company that the distribution
does not require registration under the Securities Act of 1933. The Depositary may sell, by public or private sale, an amount of securities
or other property it would otherwise distribute under this Section 4.2 that is sufficient to pay its fees and expenses in respect of
that distribution.

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If
a distribution to be made under this Section 4.2 would represent a return of all or substantially all the value of the Deposited Securities
underlying American Depositary Shares, the Depositary may:

(i)
require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American
Depositary Shares) as a condition of making that distribution; or

(ii)
sell all Deposited Securities other than the subject distribution and add any net cash proceeds of that sale to the distribution, call
for surrender of all those American Depositary Shares and require that surrender as a condition of making that distribution.

If
the Depositary acts under this paragraph, that action shall also be a Termination Option Event .

SECTION
4.3. Distributions in Shares.

Whenever
the Depositary receives any distribution on Deposited Securities consisting of a dividend in, or free distribution of, Shares, the Depositary
may deliver to the Owners entitled thereto, in proportion to the number of American Depositary Shares representing those Deposited Securities
held by them respectively, an aggregate number of American Depositary Shares representing the amount of Shares received as that dividend
or free distribution, subject to the terms and conditions of this Deposit Agreement with respect to the deposit of Shares and issuance
of American Depositary Shares, including withholding of any tax or governmental charge as provided in Section 4.11 and payment of the
fees and expenses of the Depositary as provided in Section 5.9 (and the Depositary may sell, by public or private sale, an amount of
the Shares received (or American Depositary Shares representing those Shares) sufficient to pay its fees and expenses in respect of that
distribution). In lieu of delivering fractional American Depositary Shares, the Depositary may sell the amount of Shares represented
by the aggregate of those fractions (or American Depositary Shares representing those Shares) and distribute the net proceeds, all in
the manner and subject to the conditions described in Section 4.1. If and to the extent that additional American Depositary Shares are
not delivered and Shares or American Depositary Shares are not sold, each American Depositary Share shall thenceforth also represent
the additional Shares distributed on the Deposited Securities represented thereby.

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If
the Company declares a distribution in which holders of Deposited Securities have a right to elect whether to receive cash, Shares or
other securities or a combination of those things, or a right to elect to have a distribution sold on their behalf, the Depositary may,
after consultation with the Company, make that right of election available for exercise by Owners in any manner the Depositary considers
to be lawful and practical. As a condition of making a distribution election right available to Owners, the Depositary may require satisfactory
assurances from the Company that doing so does not require registration of any securities under the Securities Act of 1933 that has not
been effected.

SECTION
4.4. Rights.

(a) If
rights are granted to the Depositary in respect of deposited Shares to purchase additional Shares or other securities, the Company and
the Depositary shall endeavor to consult as to the actions, if any, the Depositary should take in connection with that grant of rights.
The Depositary may, to the extent deemed by it to be lawful and practical (i) if requested in writing by the Company, grant to all or
certain Owners rights to instruct the Depositary to purchase the securities to which the rights relate and deliver those securities or
American Depositary Shares representing those securities to Owners, (ii) if requested in writing by the Company, deliver the rights to
or to the order of certain Owners, or (iii) sell the rights to the extent practicable and distribute the net proceeds of that sale to
Owners entitled to those proceeds. To the extent rights are not exercised, delivered or disposed of under (i), (ii) or (iii) above, the
Depositary shall permit the rights to lapse unexercised.

(b) If
the Depositary will act under (a)(i) above, the Company and the Depositary will enter into a separate agreement setting forth the conditions
and procedures applicable to the particular offering. Upon instruction from an applicable Owner in the form the Depositary specified
and upon payment by that Owner to the Depositary of an amount equal to the purchase price of the securities to be received upon the exercise
of the rights, the Depositary shall, on behalf of that Owner, exercise the rights and purchase the securities. The purchased securities
shall be delivered to, or as instructed by, the Depositary. The Depositary shall (i) deposit the purchased Shares under this Deposit
Agreement and deliver American Depositary Shares representing those Shares to that Owner or (ii) deliver or cause the purchased Shares
or other securities to be delivered to or to the order of that Owner. The Depositary will not act under (a)(i) above unless the offer
and sale of the securities to which the rights relate are registered under the Securities Act of 1933 or the Depositary has received
an opinion of United States counsel that is satisfactory to it to the effect that those securities may be sold and delivered to the applicable
Owners without registration under the Securities Act of 1933. For the avoidance of doubt, nothing in this Deposit Agreement shall create
any obligation on the part of the Company to file a registration statement with respect to rights or the underlying securities or to
endeavor to have such a registration statement declared effective.

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(c) If
the Depositary will act under (a)(ii) above, the Company and the Depositary will enter into a separate agreement setting forth the conditions
and procedures applicable to the particular offering. Upon (i) the request of an applicable Owner to deliver the rights allocable to
the American Depositary Shares of that Owner to an account specified by that Owner to which the rights can be delivered and (ii) receipt
of such documents as the Company and the Depositary agreed to require to comply with applicable law, the Depositary will deliver those
rights as requested by that Owner.

(d) If
the Depositary will act under (a)(iii) above, the Depositary will use reasonable efforts to sell the rights in proportion to the number
of American Depositary Shares held by the applicable Owners and pay the net proceeds to the Owners otherwise entitled to the rights that
were sold, upon an averaged or other practical basis without regard to any distinctions among such Owners because of exchange restrictions
or the date of delivery of any American Depositary Shares or otherwise.

(e) Payment
or deduction of the fees of the Depositary as provided in Section 5.9 and payment or deduction of the expenses of the Depositary and
any applicable taxes or other governmental charges shall be conditions of any delivery of securities or payment of cash proceeds under
this Section 4.4.

(f) The
Depositary shall not be responsible for any failure to determine that it may be lawful or feasible to make rights available to or exercise
rights on behalf of Owners in general or any Owner in particular, or to sell rights.

SECTION
4.5. Conversion of Foreign Currency.

Whenever
the Depositary or the Custodian receives foreign currency, by way of dividends or other distributions or the net proceeds from the sale
of securities, property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of
the Depositary be converted on a reasonable basis into Dollars and the resulting Dollars transferred to the United States, the Depositary
or one of its agents or affiliates or the Custodian shall convert or cause to be converted by sale or in any other manner that it may
determine that foreign currency into Dollars, and those Dollars shall be distributed to the Owners entitled thereto. A cash distribution
may be made upon an averaged or other practicable basis without regard to any distinctions among Owners based on exchange restrictions,
the date of delivery of any American Depositary Shares or otherwise and shall be net of any expenses of conversion into Dollars incurred
by the Depositary as provided in Section 5.9.

If
a conversion of foreign currency or the repatriation or distribution of Dollars can be effected only with the approval or license of
any government or agency thereof, the Depositary may, but will not be required to, file an application for that approval or license.

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If
the Depositary determines that in its judgment any foreign currency received by the Depositary or the Custodian is not convertible on
a reasonable basis into Dollars transferable to the United States, or if any approval or license of any government or agency thereof
that is required for such conversion is not filed or sought by the Depositary or is not obtained within a reasonable period as determined
by the Depositary, the Depositary may distribute the foreign currency received by the Depositary to, or in its discretion may hold such
foreign currency uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled to receive
the same.

If
any conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto,
the Depositary may in its discretion make that conversion and distribution in Dollars to the extent practicable and permissible to the
Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold that balance uninvested
and without liability for interest thereon for the account of, the Owners entitled thereto.

The
Depositary may convert currency itself or through any of its affiliates, or the Custodian or the Company may convert currency and pay
Dollars to the Depositary. Where the Depositary converts currency itself or through any of its affiliates, the Depositary acts as principal
for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without
limitation, transaction spreads, that it will retain for its own account. The revenue is based on, among other things, the difference
between the exchange rate assigned to the currency conversion made under this Deposit Agreement and the rate that the Depositary or its
affiliate receives when buying or selling foreign currency for its own account. The Depositary makes no representation that the exchange
rate used or obtained by it or its affiliate in any currency conversion under this Deposit Agreement will be the most favorable rate
that could be obtained at the time or that the method by which that rate will be determined will be the most favorable to Owners, subject
to the Depositary’s obligations under Section 5.3. The methodology used to determine exchange rates used in currency conversions
made by the Depositary is available upon request. Where the Custodian converts currency, the Custodian has no obligation to obtain the
most favorable rate that could be obtained at the time or to ensure that the method by which that rate will be determined will be the
most favorable to Owners, and the Depositary makes no representation that the rate is the most favorable rate and will not be liable
for any direct or indirect losses associated with the rate. In certain instances, the Depositary may receive dividends or other distributions
from the Company in Dollars that represent the proceeds of a conversion of foreign currency or translation from foreign currency at a
rate that was obtained or determined by or on behalf of the Company and, in such cases, the Depositary will not engage in, or be responsible
for, any foreign currency transactions and neither it nor the Company makes any representation that the rate obtained or determined by
the Company is the most favorable rate and neither it nor the Company will be liable for any direct or indirect losses associated with
the rate.

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SECTION
4.6. Fixing of Record Date.

Whenever
a cash dividend, cash distribution or any other distribution is made on Deposited Securities or rights to purchase Shares or other securities
are issued with respect to Deposited Securities (which rights will be delivered to or exercised or sold on behalf of Owners in accordance
with Section 4.4) or the Depositary receives notice that a distribution or issuance of that kind will be made, or whenever the Depositary
receives notice that a meeting of holders of Shares will be held in respect of which the Company has requested the Depositary to send
a notice under Section 4.7, or whenever the Depositary will assess a fee or charge against the Owners, or whenever the Depositary causes
a change in the number of Shares that are represented by each American Depositary Share, or whenever the Depositary otherwise finds it
necessary or convenient, the Depositary shall fix a record date, which shall be the same as, or as near as practicable to, any corresponding
record date set by the Company with respect to Shares, (a) for the determination of the Owners (i) who shall be entitled to receive the
benefit of that dividend or other distribution or those rights, (ii) who shall be entitled to give instructions for the exercise of voting
rights at that meeting, (iii) who shall be responsible for that fee or charge or (iv) for any other purpose for which the record date
was set, or (b) on or after which each American Depositary Share will represent the changed number of Shares. Subject to the provisions
of Sections 4.1 through 4.5 and to the other terms and conditions of this Deposit Agreement, the Owners on a record date fixed by the
Depositary shall be entitled to receive the amount distributable by the Depositary with respect to that dividend or other distribution
or those rights or the net proceeds of sale thereof in proportion to the number of American Depositary Shares held by them respectively,
to give voting instructions or to act in respect of the other matter for which that record date was fixed, or be responsible for that
fee or charge, as the case may be.

SECTION
4.7. Voting of Deposited Shares.

(a) Upon
receipt of notice of any meeting of holders of Shares at which holders of Shares will be entitled to vote, if requested in writing by
the Company, the Depositary shall, as soon as practicable thereafter, Disseminate to the Owners a notice, the form of which shall be
in the sole discretion of the Depositary, that shall contain (i) the information contained in the notice of meeting received by the Depositary,
(ii) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision
of Cayman Islands law and of the articles of association or similar documents of the Company, to instruct the Depositary as to the exercise
of the voting rights pertaining to the amount of Shares represented by their respective American Depositary Shares, (iii) a statement
as to the manner in which those instructions may be given and (iv) the last date on which the Depositary will accept instructions (the
“ Instruction Cutoff Date ”).

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(b) Upon
the written request of an Owner of American Depositary Shares, as of the date of the request or, if a record date was specified by the
Depositary, as of that record date, received on or before any Instruction Cutoff Date established by the Depositary, the Depositary may,
and if the Depositary sent a notice under the preceding paragraph shall, endeavor, in so far as practicable, to vote or cause to be voted
the amount of deposited Shares represented by those American Depositary Shares in accordance with the instructions set forth in that
request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the deposited Shares other than in accordance
with instructions given by Owners and received by the Depositary.

(c) There
can be no assurance that Owners generally or any Owner in particular will receive the notice described in paragraph (a) above in time
to enable Owners to give instructions to the Depositary prior to the Instruction Cutoff Date.

(d) In
order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Shares, if the
Company will request the Depositary to Disseminate a notice under paragraph (a) above, the Company shall give the Depositary notice of
the meeting, details concerning the matters to be voted upon and copies of materials to be made available to holders of Shares in connection
with the meeting not less than 30 days prior to the meeting date.

SECTION
4.8. Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities.

(a) The
Depositary shall not tender any Deposited Securities in response to any voluntary cash tender offer, exchange offer or similar offer
made to holders of Deposited Securities (a “ Voluntary Offer ”), except when instructed in writing to do so by an Owner
surrendering American Depositary Shares and subject to any conditions or procedures the Depositary may require.

(b) If
the Depositary receives a written notice that Deposited Securities have been redeemed for cash or otherwise purchased for cash in a transaction
that is mandatory and binding on the Depositary as a holder of those Deposited Securities (a “ Redemption ”), the Depositary,
at the expense of the Company, shall (i) if required, surrender Deposited Securities that have been redeemed to the issuer of those securities
or its agent on the redemption date, (ii) Disseminate a notice to Owners (A) notifying them of that Redemption, (B) calling for surrender
of a corresponding number of American Depositary Shares and (C) notifying them that the called American Depositary Shares have been converted
into a right only to receive the money received by the Depositary upon that Redemption and those net proceeds shall be the Deposited
Securities to which Owners of those converted American Depositary Shares shall be entitled upon surrenders of those American Depositary
Shares in accordance with Section 2.5 or 6.2 and (iii) distribute the money received upon that Redemption to the Owners entitled to it
upon surrender by them of called American Depositary Shares in accordance with Section 2.5 (and, for the avoidance of doubt, Owners shall
not be entitled to receive that money under Section 4.1). If the Redemption affects less than all the Deposited Securities, the Depositary
shall call for surrender a corresponding portion of the outstanding American Depositary Shares and only those American Depositary Shares
will automatically be converted into a right to receive the net proceeds of the Redemption. The Depositary shall allocate the American
Depositary Shares converted under the preceding sentence among the Owners pro-rata to their respective holdings of American Depositary
Shares immediately prior to the Redemption, except that the allocations may be adjusted so that no fraction of a converted American
Depositary Share is allocated to any Owner. A Redemption of all or substantially all of the Deposited Securities shall be a Termination
Option Event .

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(c) If
the Depositary is notified of or there occurs any change in nominal value or any subdivision, combination or any other reclassification
of the Deposited Securities or any recapitalization, reorganization, sale of assets substantially as an entirety, merger or consolidation
affecting the issuer of the Deposited Securities or to which it is a party that is mandatory and binding on the Depositary as a holder
of Deposited Securities and, as a result, securities or other property have been or will be delivered in exchange, conversion, replacement
or in lieu of, Deposited Securities (a “ Replacement ”), the Depositary shall, if required, surrender the old Deposited
Securities affected by that Replacement of Shares and hold, as new Deposited Securities under this Deposit Agreement, the new securities
or other property delivered to it in that Replacement. However , the Depositary may elect to sell those new Deposited Securities
if in the opinion of the Depositary it is not lawful or not practical for it to hold those new Deposited Securities under this Deposit
Agreement because those new Deposited Securities may not be distributed to Owners without registration under the Securities Act of 1933
or for any other reason, at public or private sale, at such places and on such terms as it deems proper and proceed as if those new Deposited
Securities had been Redeemed under paragraph (b) above. A Replacement shall be a Termination Option Event .

(d) In
the case of a Replacement where the new Deposited Securities will continue to be held under this Deposit Agreement, the Depositary may
call for the surrender of outstanding Receipts to be exchanged for new Receipts specifically describing the new Deposited Securities
and the number of those new Deposited Securities represented by each American Depositary Share. If the number of Shares represented by
each American Depositary Share decreases as a result of a Replacement, the Depositary may call for surrender of the American Depositary
Shares to be exchanged on a mandatory basis for a lesser number of American Depositary Shares and may sell American Depositary Shares
to the extent necessary to avoid distributing fractions of American Depositary Shares in that exchange and distribute the net proceeds
of that sale to the Owners entitled to them.

(e) If
there are no Deposited Securities with respect to American Depositary Shares, including if the Deposited Securities are cancelled, or
the Deposited Securities with respect to American Depositary Shares have become apparently worthless, the Depositary may call for surrender
of those American Depositary Shares or may cancel those American Depositary Shares, upon notice to Owners, and that condition shall be
a Termination Option Event .

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SECTION
4.9. Reports.

The
Depositary shall make available for inspection by Owners at its Office any reports and communications, including any proxy solicitation
material, received from the Company which are both (a) received by the Depositary as the holder of the Deposited Securities and (b) made
generally available to the holders of those Deposited Securities by the Company. The Company shall furnish reports and communications,
including any proxy soliciting material to which this Section applies, to the Depositary in English, to the extent those materials are
required to be translated into English pursuant to any regulations of the Commission.

SECTION
4.10. Lists of Owners.

As
promptly as practicable upon written request by the Company, the Depositary shall, at the expense of the Company, furnish to it a list,
as of a recent date, of the names, addresses and American Depositary Share holdings of all Owners.

SECTION
4.11. Withholding.

If
the Depositary determines that any distribution received or to be made by the Depositary (including Shares and rights to subscribe therefor)
is subject to any tax or other governmental charge that the Depositary is obligated to withhold, the Depositary may sell, by public or
private sale, all or a portion of the distributed property (including Shares and rights to subscribe therefor) in the amounts and manner
the Depositary deems necessary and practicable to pay those taxes or charges, and the Depositary shall distribute the net proceeds of
that sale, after deduction of those taxes or charges, to the Owners entitled thereto in proportion to the number of American Depositary
Shares held by them respectively.

Services
for Owners and Holders that may permit them to obtain reduced rates of tax withholding at source or reclaim excess tax withheld, and
the fees and costs associated with using services of that kind, are not provided under, and are outside the scope of, this Deposit Agreement.

Each
Owner and Holder agrees to indemnify the Company, the Depositary, the Custodian and their respective directors, employees, agents and
affiliates for, and hold each of them harmless against, any claim by any governmental authority with respect to taxes, additions to tax,
penalties or interest arising out of any refund of taxes, reduced withholding at source or other tax benefit received by it.

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ARTICLE 5. |
THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY |

SECTION
5.1. Maintenance of Office and Register by the Depositary.

Until
termination of this Deposit Agreement in accordance with its terms, the Depositary shall maintain facilities for the delivery, registration
of transfers and surrender of American Depositary Shares in accordance with the provisions of this Deposit Agreement.

The
Depositary shall keep a register of all Owners and all outstanding American Depositary Shares, which shall be open for inspection by
the Owners at the Depositary’s Office during regular business hours, but only for the purpose of communicating with Owners regarding
the business of the Company or a matter related to this Deposit Agreement or the American Depositary Shares.

The
Depositary may close the register for delivery, registration of transfer or surrender for the purpose of withdrawal from time to time
as provided in Section 2.6.

If
any American Depositary Shares are listed on one or more stock exchanges, the Depositary shall act as Registrar or appoint a Registrar
or one or more co-registrars for registration of those American Depositary Shares in accordance with any requirements of that exchange
or those exchanges.

The
Company shall have the right, at all reasonable times, upon written request, to inspect the transfer and registration records of the
Depositary, the Registrar and any co-transfer agents or co-registrars and to require them to supply, at the Company’s expense (unless
otherwise agreed in writing between the Company and the Depositary), copies of such portion of their records as the Company may reasonably
request.

SECTION
5.2. Prevention or Delay of Performance by the Company or the Depositary.

Neither
the Depositary nor the Company nor any of their respective directors, employees, agents or affiliates shall incur any liability to any
Owner or Holder:

(i)
if by reason of (A) any provision of any present or future law or regulation or other act or action of the government of the United States,
any State of the United States or any other state or jurisdiction, or of any governmental or regulatory authority or stock exchange;
(B) (in the case of the Depositary only) any provision, present or future, of the articles of association or similar document of the
Company, or any provision of any securities issued or distributed by the Company, or any offering or distribution thereof; or (C) any
event or circumstance, whether natural or caused by a person or persons, that is beyond the ability of the Depositary or the Company,
as the case may be, to prevent or counteract by reasonable care or effort (including, but not limited to, earthquakes, floods, severe
storms, fires, explosions, war, terrorism, civil unrest, labor disputes, criminal acts or outbreaks of infectious disease; interruptions
or malfunctions of utility services, Internet or other communications lines or systems; unauthorized access to or attacks on computer
systems or websites; or other failures or malfunctions of computer hardware or software or other systems or equipment), the Depositary
or the Company is, directly or indirectly, prevented from, forbidden to or delayed in, or could be subject to any civil or criminal penalty
on account of doing or performing and therefore does not do or perform, any act or thing that, by the terms of this Deposit Agreement
or the Deposited Securities, it is provided shall be done or performed;

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(ii)
for any exercise of, or failure to exercise, any discretion provided for in this Deposit Agreement (including any determination by the
Depositary or the Company to take, or not take, any action that this Deposit Agreement provides the Depositary or the Company, as the
case may be, may take);

(iii)
for the inability of any Owner or Holder to benefit from any distribution, offering, right or other benefit that is made available to
holders of Deposited Securities but is not, under the terms of this Deposit Agreement, made available to Owners or Holders; or

(iv)
for any special, consequential or punitive damages for any breach of the terms of this Deposit Agreement.

Where,
by the terms of a distribution to which Section 4.1, 4.2 or 4.3 applies, or an offering to which Section 4.4 applies, or for any other
reason, that distribution or offering may not be made available to Owners, and the Depositary may not dispose of that distribution or
offering on behalf of Owners and make the net proceeds available to Owners, then the Depositary shall not make that distribution or offering
available to Owners, and shall allow any rights, if applicable, to lapse.

SECTION
5.3. Obligations of the Depositary and the Company.

The
Company assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Holder, except that
the Company agrees to perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith.

The
Depositary assumes no obligation nor shall it be subject to any liability under this Deposit Agreement to any Owner or Holder (including,
without limitation, liability with respect to the validity or worth of the Deposited Securities), except that the Depositary agrees to
perform its obligations specifically set forth in this Deposit Agreement without negligence or bad faith, and the Depositary shall not
be a fiduciary or have any fiduciary duty to Owners or Holders.

Neither
the Depositary nor the Company shall be under any obligation to appear in, prosecute or defend any action, suit or other proceeding in
respect of any Deposited Securities or in respect of the American Depositary Shares on behalf of any Owner or Holder or any other person.

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Each
of the Depositary and the Company may rely, and shall be protected in relying upon, any written notice, request, direction or other document
believed by it to be genuine and to have been signed or presented by the proper party or parties.

Neither
the Depositary nor the Company shall be liable for any action or non-action by it in reliance upon the advice of or information from
legal counsel, accountants, any person presenting Shares for deposit, any Owner or any other person believed by it in good faith to be
competent to give such advice or information.

The
Depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or
omission of the Depositary or in connection with any matter arising wholly after the removal or resignation of the Depositary, provided
that in connection with the issue out of which such potential liability arises the Depositary performed its obligations without negligence
or bad faith while it acted as Depositary.

The
Depositary shall not be liable for the acts or omissions of any securities depository, clearing agency or settlement system in connection
with or arising out of book-entry settlement of American Depositary Shares or Deposited Securities or otherwise.

In
the absence of bad faith on its part, the Depositary shall not be responsible for any failure to carry out any instructions to vote any
of the Deposited Securities, or for the manner in which any such vote is cast or the effect of any such vote.

The
Depositary shall have no duty to make any determination or provide any information as to the tax status. Neither the Depositary nor the
Company shall have any liability for any tax consequences that may be incurred by Owners or Holders as a result of owning or holding
American Depositary Shares. Neither the Depositary nor the Company shall be liable for the inability or failure of an Owner or Holder
to obtain the benefit of a foreign tax credit, reduced rate of withholding or refund of amounts withheld in respect of tax or any other
tax benefit.

SECTION
5.4. Resignation and Removal of the Depositary.

The
Depositary may at any time resign as Depositary hereunder by written notice of its election so to do delivered to the Company, to become
effective upon the appointment of a successor depositary and its acceptance of that appointment as provided in this Section. The effect
of resignation if a successor depositary is not appointed is provided for in Section 6.2.

The
Depositary may at any time be removed by the Company by 90 days’ prior written notice of that removal, to become effective upon
the later of (i) the 90th day after delivery of the notice to the Depositary and (ii) the appointment of a successor depositary and its
acceptance of its appointment as provided in this Section.

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If
the Depositary resigns or is removed, the Company shall use its best efforts to appoint a successor depositary, which shall be a bank
or trust company having an office in the Borough of Manhattan, The City of New York. Every successor depositary shall execute and deliver
to the Company an instrument in writing accepting its appointment under this Deposit Agreement. If the Depositary receives notice from
the Company that a successor depositary has been appointed following its resignation or removal, the Depositary, upon payment of all
sums due it from the Company, shall deliver to its successor a register listing all the Owners and their respective holdings of outstanding
American Depositary Shares and shall deliver the Deposited Securities to or to the order of its successor. When the Depositary has taken
the actions specified in the preceding sentence (i) the successor shall become the Depositary and shall have all the rights and shall
assume all the duties of the Depositary under this Deposit Agreement and (ii) the predecessor depositary shall cease to be the Depositary
and shall be discharged and released from all obligations under this Deposit Agreement, except for its duties under Section 5.8 with
respect to the time before that discharge. A successor Depositary shall notify the Owners of its appointment as soon as practical after
assuming the duties of Depositary.

Any
corporation or other entity into or with which the Depositary may be merged or consolidated shall be the successor of the Depositary
without the execution or filing of any document or any further act.

SECTION
5.5. The Custodians.

The
Custodian shall be subject at all times and in all respects to the directions of the Depositary and shall be responsible solely to it.
The Depositary in its discretion may at any time appoint a substitute or additional custodian or custodians, each of which shall thereafter
be one of the Custodians under this Deposit Agreement. If the Depositary receives notice that a Custodian is resigning and, upon the
effectiveness of that resignation there would be no Custodian acting under this Deposit Agreement, the Depositary shall, as promptly
as practicable after receiving that notice, appoint a substitute custodian or custodians, each of which shall thereafter be a Custodian
under this Deposit Agreement. The Depositary shall notify the Company of the appointment of a substitute or additional Custodian as promptly
as practicable. The Depositary shall require any Custodian that resigns or is removed to deliver all Deposited Securities held by it
to another Custodian.

SECTION
5.6. Notices and Reports.

If
the Company takes or decides to take any corporate action of a kind that is addressed in Sections 4.1 to 4.4, or 4.6 to 4.8, or that
effects or will effect a change of the name or legal structure of the Company, or that effects or will effect a change to the Shares,
the Company shall notify the Depositary and the Custodian of that action or decision as soon as it is lawful and practical to give that
notice. The notice shall be in English and shall include all details that the Company is required to include in any notice to any governmental
or regulatory authority or securities exchange or is required to make available generally to holders of Shares by publication or otherwise.

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The
Company will arrange for the translation into English, if not already in English, to the extent required pursuant to any regulations
of the Commission, and the prompt transmittal by the Company to the Depositary and the Custodian of all notices and any other reports
and communications which are made generally available by the Company to holders of its Shares. If requested in writing by the Company,
the Depositary will Disseminate, at the Company’s expense, those notices, reports and communications to all Owners or otherwise
make them available to Owners in a manner that the Company specifies as substantially equivalent to the manner in which those communications
are made available to holders of Shares and compliant with the requirements of any securities exchange on which the American Depositary
Shares are listed. The Company will timely provide the Depositary with the quantity of such notices, reports, and communications, as
requested by the Depositary from time to time, in order for the Depositary to effect that Dissemination.

The
Company represents, as of the date of this Deposit Agreement, that the statements in Article 11 of the form of Receipt appearing as Exhibit
A to this Deposit Agreement or, if applicable, most recently filed with the Commission pursuant to Rule 424(b) under the Securities Act
of 1933 with respect to the Company’s obligation to file periodic reports under the United States Securities Exchange Act of 1934,
as amended, or its qualification for exemption from registration under that Act pursuant to Rule 12g3-2(b) under that Act, as the case
may be, are true and correct. The Company agrees to promptly notify the Depositary upon becoming aware of any change in the truth of
any of those statements or if there is any change in the Company’s status regarding those reporting obligations or that qualification.

SECTION
5.7. Distribution of Additional Shares, Rights, etc.

If
the Company or any affiliate of the Company determines to make any issuance or distribution of (1) additional Shares, (2) rights to subscribe
for Shares, (3) securities convertible into Shares, or (4) rights to subscribe for such securities (each a “ Distribution ”),
the Company shall notify the Depositary in writing in English as promptly as practicable and in any event before the Distribution starts
and, if reasonably requested in writing by the Depositary, the Company shall promptly furnish to the Depositary either (i) evidence satisfactory
to the Depositary that the Distribution is registered under the Securities Act of 1933 or (ii) a written opinion from U.S. counsel for
the Company that is reasonably satisfactory to the Depositary, stating that the Distribution does not require, or, if made in the United
States, would not require, registration under the Securities Act of 1933.

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The
Company agrees with the Depositary that neither the Company nor any company controlled by, controlling or under common control with the
Company will at any time deposit any Shares that, at the time of deposit, are Restricted Securities.

SECTION
5.8. Indemnification.

The
Company agrees to indemnify the Depositary, its directors, employees, agents and affiliates and each Custodian against, and hold each
of them harmless from, any liability or expense (including, but not limited to any documented fees and expenses incurred in seeking,
enforcing or collecting such indemnity and the documented and reasonable fees and expenses of counsel) that may arise out of or in connection
with (a) any registration with the Commission of American Depositary Shares or Deposited Securities or the offer or sale thereof or (b)
acts performed or omitted, pursuant to the provisions of or in connection with this Deposit Agreement and the American Depositary Shares,
as the same may be amended, modified or supplemented from time to time, (i) by either the Depositary or a Custodian or their respective
directors, employees, agents and affiliates, except for any liability or expense arising out of the negligence or bad faith of either
of them, or (ii) by the Company or any of its directors, employees, agents and affiliates.

The
Depositary agrees to indemnify the Company, its directors, employees, agents and affiliates and hold them harmless from any liability
or expense that may arise out of acts performed or omitted by the Depositary or any Custodian or their respective directors, employees,
agents and affiliates due to their negligence or bad faith.

SECTION
5.9. Charges of Depositary.

The
following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering American Depositary Shares
or to whom American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split
declared by the Company or an exchange of stock regarding the American Depositary Shares or Deposited Securities or a delivery of American
Depositary Shares pursuant to Section 4.3), or by Owners, as applicable: (1) taxes and other governmental charges, (2) such registration
fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register of the Company
or Foreign Registrar and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the Custodian or its
nominee on the making of deposits or withdrawals hereunder, (3) such cable (including SWIFT) and facsimile transmission fees and expenses
as are expressly provided in this Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion of foreign
currency pursuant to Section 4.5, (5) a fee of $5.00 or less per 100 American Depositary Shares (or portion thereof) for the delivery
of American Depositary Shares pursuant to Section 2.3, 4.3 or 4.4 and the surrender of American Depositary Shares pursuant to Section
2.5 or 6.2, (6) a fee of $.05 or less per American Depositary Share (or portion thereof) for any cash distribution made pursuant to this
Deposit Agreement, including, but not limited to Sections 4.1 through 4.4 and Section 4.8, (7) a fee for the distribution of securities
pursuant to Section 4.2 or of rights pursuant to Section 4.4 (where the Depositary will not exercise or sell those rights on behalf of
Owners), such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred to above
which would have been charged as a result of the deposit of such securities under this Deposit Agreement (for purposes of this item 7
treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners, (8) in
addition to any fee charged under item 6 above, a fee of $.05 or less per American Depositary Share (or portion thereof) per annum for
depositary services, which will be payable as provided in item 9 below, and (9) any other charges payable by the Depositary or the Custodian,
any of the Depositary’s or Custodian’s agents or the agents of the Depositary’s or Custodian’s agents, in connection
with the servicing of Shares or other Deposited Securities (which charges shall be assessed against Owners as of the date or dates set
by the Depositary in accordance with Section 4.6 and shall be payable at the sole discretion of the Depositary by billing those Owners
for those charges or by deducting those charges from one or more cash dividends or other cash distributions).

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The
Depositary may collect any of its fees by deduction from any cash distribution payable, or by selling a portion of any securities to
be distributed, to Owners that are obligated to pay those fees.

In
performing its duties under this Deposit Agreement, the Depositary may use brokers, dealers, foreign currency dealers or other service
providers that are owned by or affiliated with the Depositary and that may earn or share fees, spreads or commissions.

The
Depositary may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.

SECTION
5.10. Retention of Depositary Documents.

The
Depositary is authorized to destroy those documents, records, bills and other data compiled during the term of this Deposit Agreement
at the times permitted by the laws or regulations governing the Depositary, unless the Company, at the Company’s expense, requests
reasonably prior to such destruction that those papers be retained for a longer period or turned over to the Company.

SECTION
5.11. Exclusivity.

Without
prejudice to the Company’s rights under Section 5.4, the Company agrees not to appoint any other depositary for issuance of depositary
shares, depositary receipts or any similar securities or instruments so long as The Bank of New York Mellon is acting as Depositary under
this Deposit Agreement.

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SECTION
5.12. Information for Regulatory Compliance.

Each
of the Company and the Depositary shall provide to the other, as promptly as practicable, information from its records or otherwise available
to it that is reasonably requested by the other to permit the other to comply with applicable law or requirements of governmental or
regulatory authorities.

ARTICLE
6. AMENDMENT AND TERMINATION

SECTION
6.1. Amendment.

The
form of the Receipts and any provisions of this Deposit Agreement may at any time and from time to time be amended by agreement between
the Company and the Depositary without the consent of Owners or Holders in any respect that they may deem necessary or desirable. Any
amendment that would impose or increase any fees or charges (other than taxes and other governmental charges, registration fees, cable
(including SWIFT) or facsimile transmission costs, delivery costs or other such expenses), or that would otherwise prejudice any substantial
existing right of Owners, shall, however, not become effective as to outstanding American Depositary Shares until the expiration of 30
days after notice of that amendment has been Disseminated to the Owners of outstanding American Depositary Shares. Every Owner and Holder,
at the time any amendment so becomes effective, shall be deemed, by continuing to hold American Depositary Shares or any interest therein,
to consent and agree to that amendment and to be bound by this Deposit Agreement as amended thereby. Upon the effectiveness of an amendment
to the form of Receipt, including a change in the number of Shares represented by each American Depositary Share, the Depositary may
call for surrender of Receipts to be replaced with new Receipts in the amended form or call for surrender of American Depositary Shares
to effect that change of ratio. In no event shall any amendment impair the right of the Owner to surrender American Depositary Shares
and receive delivery of the Deposited Securities represented thereby, except in order to comply with mandatory provisions of applicable
law.

SECTION
6.2. Termination.

(a) The
Company may initiate termination of this Deposit Agreement by notice to the Depositary. The Depositary may initiate termination of this
Deposit Agreement if (i) at any time 60 days shall have expired after the Depositary delivered to the Company a written resignation notice
and a successor depositary has not been appointed and accepted its appointment as provided in Section 5.4 or (ii) a Termination Option
Event has occurred. If termination of this Deposit Agreement is initiated, the Depositary shall Disseminate a notice of termination to
the Owners of all American Depositary Shares then outstanding setting a date for termination (the “ Termination Date ”),
which shall be at least 90 days after the date of that notice, and this Deposit Agreement shall terminate on that Termination Date.

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(b) After
the Termination Date, the Company shall be discharged from all obligations under this Deposit Agreement except for its obligations to
the Depositary under Sections 5.8 and 5.9.

(c) At
any time after the Termination Date, the Depositary may sell the Deposited Securities then held under this Deposit Agreement and may
thereafter hold uninvested the net proceeds of any such sale, together with any other cash then held by it hereunder, unsegregated and
without liability for interest, for the pro rata benefit of the Owners of American Depositary Shares that remain outstanding, and those
Owners will be general creditors of the Depositary with respect to those net proceeds and that other cash. After making that sale, the
Depositary shall be discharged from all obligations under this Deposit Agreement, except (i) to account for the net proceeds and
other cash (after deducting, in each case, the fee of the Depositary for the surrender of American Depositary Shares, any expenses for
the account of the Owner of such American Depositary Shares in accordance with the terms and conditions of this Deposit Agreement and
any applicable taxes or governmental charges) and (ii) for its obligations under Section 5.8 and (iii) to act as provided in paragraph
(d) below.

(d) After
the Termination Date, the Depositary shall continue to receive dividends and other distributions pertaining to Deposited Securities (that
have not been sold), may sell rights and other property as provided in this Deposit Agreement and shall deliver Deposited Securities
(or sale proceeds) upon surrender of American Depositary Shares (after payment or upon deduction, in each case, of the fee of the Depositary
for the surrender of American Depositary Shares, any expenses for the account of the Owner of those American Depositary Shares in accordance
with the terms and conditions of this Deposit Agreement and any applicable taxes or governmental charges). After the Termination Date,
the Depositary shall not accept deposits of Shares or deliver American Depositary Shares. After the Termination Date, (i) the Depositary
may refuse to accept surrenders of American Depositary Shares for the purpose of withdrawal of Deposited Securities (that have not been
sold) or reverse previously accepted surrenders of that kind that have not settled if in its judgment the requested withdrawal would
interfere with its efforts to sell the Deposited Securities, (ii) the Depositary will not be required to deliver cash proceeds of the
sale of Deposited Securities until all Deposited Securities have been sold and (iii) the Depositary may discontinue the registration
of transfers of American Depositary Shares and suspend the distribution of dividends and other distributions on Deposited Securities
to the Owners and need not give any further notices or perform any further acts under this Deposit Agreement except as provided in this
Section.

ARTICLE 7. |
MISCELLANEOUS |

SECTION
7.1. Counterparts; Signatures; Delivery; Electronic Records.

This
Deposit Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of those counterparts
shall constitute one and the same instrument. Copies of this Deposit Agreement shall be filed with the Depositary and shall be open to
inspection by any Owner or Holder during regular business hours.

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This
Deposit Agreement may be executed by manual or electronic signatures, including images of manually executed signatures, DocuSign, AdobeSign
or a similar agreed-upon electronic signature system, and may be delivered by exchange of copies of this Deposit Agreement by facsimile
or email including a pdf or similar bit-mapped image of the signature pages. The parties to this Deposit Agreement represent and agree
that if it has been executed or delivered electronically as provided in the preceding sentence or subsequently stored in and retrieved
from an electronic record-keeping system, it shall have the same legal effect, validity and enforceability as a manually executed agreement
maintained in a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic
Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law,
and that they shall not argue to the contrary.

SECTION
7.2. No Third Party Beneficiaries.

This
Deposit Agreement is for the exclusive benefit of the Company, the Depositary, the Owners and the Holders and their respective successors
and shall not be deemed to give any legal or equitable right, remedy or claim whatsoever to any other person.

SECTION
7.3. Severability.

In
case any one or more of the provisions contained in this Deposit Agreement or in a Receipt should be or become invalid, illegal or unenforceable
in any respect, the validity, legality and enforceability of the remaining provisions contained in this Deposit Agreement or that Receipt
shall in no way be affected, prejudiced or disturbed thereby.

SECTION
7.4. Owners and Holders as Parties; Binding Effect.

The
Owners and Holders from time to time shall be parties to this Deposit Agreement and shall be bound by all of the terms and conditions
of this Deposit Agreement and of the Receipts by acceptance of American Depositary Shares or any interest therein.

SECTION
7.5. Notices.

Any
and all notices to be given to the Company shall be in writing and shall be deemed to have been duly given if personally delivered or
sent by domestic first class or international air mail or air courier or sent by facsimile transmission or email attaching a pdf or similar
bit-mapped image of a signed writing, addressed to CARBON ZERO TECHNOLOGIES INTERNATIONAL INC., Room 610, Block A, Bairuida Building,
Banxuegang Avenue, Wanke City Community, Bantian Street, Longgang District, Shenzhen 518100, People’s Republic of China, Attention:
Te Lai, or any other place to which the Company may have transferred its principal office with notice to the Depositary.

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Any
and all notices to be given to the Depositary shall be in writing and shall be deemed to have been duly given if in English and personally
delivered or sent by first class domestic or international air mail or air courier or sent by facsimile transmission or email attaching
a pdf or similar bit-mapped image of a signed writing, addressed to The Bank of New York Mellon, 240 Greenwich Street, New York, New
York 10286, Attention: Depositary Receipt Administration, email: bnymdepositarynotices@bnymellon.com or any other place to which
the Depositary may have transferred its Office with notice to the Company.

Delivery
of a notice to the Company or Depositary by mail or air courier shall be deemed effected when deposited, postage prepaid, in a post-office
letter box or received by an air courier service. Delivery of a notice to the Company or Depositary sent by facsimile transmission or
email shall be deemed effected when the recipient acknowledges receipt of that notice.

A
notice to be given to an Owner shall be deemed to have been duly given when Disseminated to that Owner. Dissemination in paper form will
be effective when personally delivered or sent by first class domestic or international air mail or air courier, addressed to that Owner
at the address of that Owner as it appears on the transfer books for American Depositary Shares of the Depositary, or, if that Owner
has filed with the Depositary a written request that notices intended for that Owner be mailed to some other address, at the address
designated in that request. Dissemination in electronic form will be effective when sent in the manner consented to by the Owner to the
electronic address most recently provided by the Owner for that purpose.

SECTION
7.6. Arbitration; Settlement of Disputes.

Any
controversy, claim or cause of action brought by any party hereto against the Company arising out of or relating to the Shares or other
Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement, or the breach hereof or thereof, if so
elected by the claimant, shall be settled by arbitration in accordance with the International Arbitration Rules of the American Arbitration
Association, and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

The
place of the arbitration shall be The City of New York, State of New York, United States of America, and the language of the arbitration
shall be English.

The
number of arbitrators shall be three, each of whom shall be disinterested in the dispute or controversy, shall have no connection with
any party thereto, and shall be an attorney experienced in international securities transactions. Each party shall appoint one arbitrator
and the two arbitrators shall select a third arbitrator who shall serve as chairperson of the tribunal. If a dispute, controversy or
cause of action shall involve more than two parties, the parties shall attempt to align themselves in two sides (i.e., claimant(s) and
respondent(s)), each of which shall appoint one arbitrator as if there were only two parties to such dispute, controversy or cause of
action. If such alignment and appointment shall not have occurred within thirty (30) calendar days after the initiating party serves
the arbitration demand, the American Arbitration Association shall appoint the three arbitrators, each of whom shall have the qualifications
described above. The parties and the American Arbitration Association may appoint from among the nationals of any country, whether or
not a party is a national of that country.

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The
arbitral tribunal shall have no authority to award any consequential, special or punitive damages or other damages not measured by the
prevailing party’s actual damages and may not, in any event, make any ruling, finding or award that does not conform to the terms
and conditions of this Deposit Agreement.

SECTION
7.7. Appointment of Agent for Service of Process; Submission to Jurisdiction; Jury Trial Waiver.

The
Company hereby (i) designates and appoints the person named in Exhibit A to this Deposit Agreement as the Company’s authorized
agent in the United States upon which process may be served in any suit or proceeding (including any arbitration proceeding) arising
out of or relating to the Shares or Deposited Securities, the American Depositary Shares, the Receipts or this Deposit Agreement (a “Proceeding”),
(ii) consents and submits to the jurisdiction of any state or federal court in the State of New York in which any Proceeding may be instituted
and (iii) agrees that service of process upon said authorized agent shall be deemed in every respect effective service of process upon
the Company in any Proceeding. The Company agrees to deliver to the Depositary, upon the execution and delivery of this Deposit Agreement,
a written acceptance by the agent named in Exhibit A to this Deposit Agreement of its appointment as process agent. The Company further
agrees to take any and all action, including the filing of any and all such documents and instruments, as may be necessary to continue
that designation and appointment in full force and effect, or to appoint and maintain the appointment of another process agent located
in the United States as required above, and to deliver to the Depositary a written acceptance by that agent of that appointment, for
so long as any American Depositary Shares or Receipts remain outstanding or this Deposit Agreement remains in force. In the event the
Company fails to maintain the designation and appointment of a process agent in the United States in full force and effect, the Company
hereby waives personal service of process upon it and consents that a service of process in connection with a Proceeding may be made
by certified or registered mail, return receipt requested, directed to the Company at its address last specified for notices under this
Deposit Agreement, and service so made shall be deemed completed five (5) days after the same shall have been so mailed.

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EACH
PARTY TO THIS DEPOSIT AGREEMENT (INCLUDING, FOR AVOIDANCE OF DOUBT, EACH OWNER AND HOLDER) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING AGAINST THE COMPANY AND/OR
THE DEPOSITARY DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SHARES OR OTHER DEPOSITED SECURITIES, THE AMERICAN DEPOSITARY
SHARES OR THE RECEIPTS, THIS DEPOSIT AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREIN OR THEREIN, OR THE BREACH HEREOF OR THEREOF, INCLUDING,
WITHOUT LIMITATION, ANY QUESTION REGARDING EXISTENCE, VALIDITY OR TERMINATION (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) AND
ANY CLAIM BASED ON U.S. FEDERAL SECURITIES LAWS.

No
disclaimer of liability under the United States federal securities laws or the rules and regulations thereunder is intended by any provision
of this Deposit Agreement, inasmuch as no person is able to effectively waive the duty of any other person to comply with its obligations
under those laws, rules and regulations.

SECTION
7.8. Waiver of Immunities.

To
the extent that the Company or any of its properties, assets or revenues may have or may hereafter become entitled to, or have attributed
to it, any right of immunity, on the grounds of sovereignty or otherwise, from any duty of performance under this Deposit Agreement,
claim, legal action, suit or proceeding, from the giving of any relief in any respect thereof, from setoff or counterclaim, from the
jurisdiction of any court, from service of process, from attachment upon or prior to judgment, from attachment in aid of execution or
judgment, or from execution of judgment, or other legal process or proceeding for the giving of any relief or for the enforcement of
any judgment, in any jurisdiction in which proceedings may at any time be commenced, with respect to its obligations, liabilities or
any other matter under or arising out of or in connection with the Shares or Deposited Securities, the American Depositary Shares, the
Receipts or this Deposit Agreement, the Company, to the fullest extent permitted by law, hereby irrevocably and unconditionally waives,
and agrees not to plead or claim, any immunity of that kind and consents to relief and enforcement as provided above.

SECTION
7.9. Governing Law.

This
Deposit Agreement and the Receipts shall be interpreted in accordance with and all rights hereunder and thereunder and provisions hereof
and thereof shall be governed by the laws of the State of New York.

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IN
WITNESS WHEREOF, CARBON ZERO TECHNOLOGIES INTERNATIONAL INC. and THE BANK OF NEW YORK MELLON have duly executed this Deposit Agreement
as of the day and year first set forth above and all Owners and Holders shall become parties hereto upon acceptance by them of American
Depositary Shares or any interest therein.

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CARBON
ZERO TECHNOLOGIES INTERNATIONAL INC. |

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By: |
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Name:
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Title:
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THE
BANK OF NEW YORK MELLON, |

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as
Depositary |

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By: |
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Name:
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Title:
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EXHIBIT
A

AMERICAN
DEPOSITARY SHARES

(Each
American Depositary Share represents

four
deposited Shares)

THE
BANK OF NEW YORK MELLON

AMERICAN
DEPOSITARY RECEIPT

FOR
CLASS A ORDINARY SHARES OF

CARBON
ZERO TECHNOLOGIES INTERNATIONAL INC.

(INCORPORATED
UNDER THE LAWS OF THE CAYMAN ISLANDS)

The
Bank of New York Mellon, as depositary (hereinafter called the “Depositary”), hereby certifies that_________________________________________,
or registered assigns IS THE OWNER OF _____________________________

AMERICAN
DEPOSITARY SHARES

representing
deposited Class A ordinary shares (herein called “Shares”) of Carbon Zero Technologies International Inc., incorporated under
the laws of the Cayman Islands (herein called the “ Company ”). At the date hereof, each American Depositary Share represents
four Shares deposited or subject to deposit under the Deposit Agreement (as such term is hereinafter defined) with a custodian
for the Depositary (herein called the “ Custodian ”) that, as of the date of the Deposit Agreement, was The Hongkong
and Shanghai Banking Corporation Limited located in Hong Kong. The Depositary’s Office and its principal executive office are located
at 240 Greenwich Street, New York, N.Y. 10286.

THE
DEPOSITARY’S OFFICE ADDRESS IS

240
GREENWICH STREET, NEW YORK, N.Y. 10286

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1. |
THE DEPOSIT AGREEMENT. |

This
American Depositary Receipt is one of an issue (herein called “ Receipts ”), all issued and to be issued upon the terms
and conditions set forth in the Deposit Agreement dated as of [__________], 2026 (herein called the “ Deposit Agreement ”)
among the Company, the Depositary, and all Owners and Holders from time to time of American Depositary Shares issued thereunder, each
of whom by accepting American Depositary Shares agrees to become a party thereto and become bound by all the terms and conditions thereof.
The Deposit Agreement sets forth the rights of Owners and Holders and the rights and duties of the Depositary in respect of the Shares
deposited thereunder and any and all other securities, property and cash from time to time received in respect of those Shares and held
thereunder (those Shares, securities, property, and cash are herein called “ Deposited Securities ”). Copies of the
Deposit Agreement are on file at the Depositary’s Office in New York City and at the office of the Custodian.

The
statements made on the face and reverse of this Receipt are summaries of certain provisions of the Deposit Agreement and are qualified
by and subject to the detailed provisions of the Deposit Agreement, to which reference is hereby made. Capitalized terms defined in the
Deposit Agreement and not defined herein shall have the meanings set forth in the Deposit Agreement.

2. |
SURRENDER OF AMERICAN DEPOSITARY SHARES AND WITHDRAWAL OF SHARES. |

Upon
surrender of American Depositary Shares for the purpose of withdrawal of the Deposited Securities represented thereby and payment of
the fee of the Depositary for the surrender of American Depositary Shares as provided in Section 5.9 of the Deposit Agreement and payment
of all taxes and governmental charges payable in connection with that surrender and withdrawal of the Deposited Securities, and subject
to the terms and conditions of the Deposit Agreement, the Owner of those American Depositary Shares shall be entitled to delivery (to
the extent delivery can then be lawfully and practicably made), to or as instructed by that Owner, of the amount of Deposited Securities
at the time represented by those American Depositary Shares, but not any money or other property as to which a record date for
distribution to Owners has passed (since money or other property of that kind will be delivered or paid on the scheduled payment date
to the Owner as of that record date), and except that the Depositary shall not be required to accept surrender of American Depositary
Shares for the purpose of withdrawal to the extent it would require delivery of a fraction of a Deposited Security. The Depositary shall
direct the Custodian with respect to delivery of Deposited Securities and may charge the surrendering Owner a fee and its expenses for
giving that direction by cable (including SWIFT) or facsimile transmission. The Company agrees not to prevent, hinder or unreasonably
delay any lawful delivery or registration of transfer of Deposited Securities upon surrender of American Depositary Shares for the purpose
of withdrawal. If Deposited Securities are delivered physically upon surrender of American Depositary Shares for the purpose of withdrawal,
that delivery will be made at the Custodian’s office, except that , at the request, risk and expense of the surrendering
Owner, and for the account of that Owner, the Depositary shall direct the Custodian to forward any cash or other property comprising,
and forward a certificate or certificates, if applicable, and other proper documents of title, if any, for, the Deposited Securities
represented by the surrendered American Depositary Shares to the Depositary for delivery at the Depositary’s Office or to another
address specified in the order received from the surrendering Owner.

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3. |
REGISTRATION OF TRANSFER OF AMERICAN DEPOSITARY SHARES; COMBINATION
AND SPLIT-UP OF RECEIPTS; INTERCHANGE OF CERTIFICATED AND UNCERTIFICATED AMERICAN DEPOSITARY SHARES. |

The
Depositary, subject to the terms and conditions of the Deposit Agreement, shall register a transfer of American Depositary Shares on
its transfer books upon (i) in the case of certificated American Depositary Shares, surrender of the Receipt evidencing those American
Depositary Shares, by the Owner or by a duly authorized attorney, properly endorsed or accompanied by proper instruments of transfer
or (ii) in the case of uncertificated American Depositary Shares, receipt from the Owner of a proper instruction (including, for the
avoidance of doubt, instructions through DRS and Profile as provided in Section 2.9 of that Agreement), and, in either case, duly stamped
as may be required by the laws of the State of New York and of the United States of America. Upon registration of a transfer, the Depositary
shall deliver the transferred American Depositary Shares to or upon the order of the person entitled thereto.

The
Depositary, subject to the terms and conditions of the Deposit Agreement, shall upon surrender of a Receipt or Receipts for the purpose
of effecting a split-up or combination of such Receipt or Receipts, execute and deliver a new Receipt or Receipts for any authorized
number of American Depositary Shares requested, evidencing the same aggregate number of American Depositary Shares as the Receipt or
Receipts surrendered.

The
Depositary, upon surrender of certificated American Depositary Shares for the purpose of exchanging for uncertificated American Depositary
Shares, shall cancel the Receipt evidencing those certificated American Depositary Shares and send the Owner a statement confirming that
the Owner is the owner of the same number of uncertificated American Depositary Shares. The Depositary, upon receipt of a proper instruction
(including, for the avoidance of doubt, instructions through DRS and Profile as provided in Section 2.9 of the Deposit Agreement) from
the Owner of uncertificated American Depositary Shares for the purpose of exchanging for certificated American Depositary Shares, shall
cancel those uncertificated American Depositary Shares and register and deliver to the Owner a Receipt evidencing the same number of
certificated American Depositary Shares.

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As
a condition precedent to the delivery, registration of transfer, or surrender of any American Depositary Shares or split-up or combination
of any Receipt or withdrawal of any Deposited Securities, the Depositary, the Custodian, or Registrar may require payment from the depositor
of the Shares or the presenter of the Receipt or instruction for registration of transfer or surrender of American Depositary Shares
not evidenced by a Receipt of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration
fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of
any applicable fees as provided in the Deposit Agreement, may require the production of proof satisfactory to it as to the identity and
genuineness of any signature and may also require compliance with any regulations the Depositary may establish consistent with the provisions
of the Deposit Agreement.

The
Depositary may refuse to accept deposits of Shares for delivery of American Depositary Shares or to register transfers of American Depositary
Shares in particular instances, or may suspend deposits of Shares or registration of transfer generally, whenever it or the Company considers
it necessary or advisable to do so. The Depositary may refuse surrenders of American Depositary Shares for the purpose of withdrawal
of Deposited Securities in particular instances, or may suspend surrenders for the purpose of withdrawal generally, but, notwithstanding
anything to the contrary in the Deposit Agreement, only for (i) temporary delays caused by closing of the Depositary’s register
or the register of holders of Shares maintained by the Company or the Foreign Registrar, or the deposit of Shares, in connection with
voting at a shareholders’ meeting or the payment of dividends, (ii) the payment of fees, taxes and similar charges, (iii) compliance
with any U.S. or foreign laws or governmental regulations relating to the American Depositary Shares or to the withdrawal of the Deposited
Securities or (iv) any other reason that, at the time, is permitted under paragraph I(A)(1) of the General Instructions to Form F-6 under
the Securities Act of 1933 or any successor to that provision.

The
Depositary shall not knowingly accept for deposit under the Deposit Agreement any Shares that, at the time of deposit, are Restricted
Securities. The Depositary shall refuse, and shall instruct the Custodian to refuse, to accept Shares for deposit if the Depositary has
received a notice from the Company that the Company has restricted transfer of those Shares under the Company’s articles of association
or any applicable laws or that the deposit would result in any violation of the Company’s articles of association or any applicable
laws.

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4. |
LIABILITY OF OWNER FOR TAXES. |

If
any tax or other governmental charge shall become payable by the Custodian or the Depositary with respect to or in connection with any
American Depositary Shares or any Deposited Securities represented by any American Depositary Shares or in connection with a transaction
to which Section 4.8 of the Deposit Agreement applies, that tax or other governmental charge shall be payable by the Owner of those American
Depositary Shares to the Depositary. The Depositary may refuse to register any transfer of those American Depositary Shares or any withdrawal
of Deposited Securities represented by those American Depositary Shares until that payment is made, and may withhold any dividends or
other distributions or the proceeds thereof, or may sell for the account of the Owner any part or all of the Deposited Securities represented
by those American Depositary Shares, and may apply those dividends or other distributions or the net proceeds of any sale of that kind
in payment of that tax or other governmental charge but, even after a sale of that kind, the Owner shall remain liable for any deficiency.
The Depositary shall distribute any net proceeds of a sale made under Section 3.2 of the Deposit Agreement that are not used to pay taxes
or governmental charges to the Owners entitled to them in accordance with Section 4.1 of the Deposit Agreement. If the number of Shares
represented by each American Depositary Share decreases as a result of a sale of Deposited Securities under Section 3.2 of the Deposit
Agreement, the Depositary may call for surrender of the American Depositary Shares to be exchanged on a mandatory basis for a lesser
number of American Depositary Shares and may sell American Depositary Shares to the extent necessary to avoid distributing fractions
of American Depositary Shares in that exchange and distribute the net proceeds of that sale to the Owners entitled to them.

5. |
WARRANTIES ON DEPOSIT OF SHARES. |

Every
person depositing Shares under the Deposit Agreement shall be deemed thereby to represent and warrant that those Shares and each certificate
therefor, if applicable, are validly issued, fully paid and nonassessable and were not issued in violation of any preemptive or similar
rights of the holders of outstanding securities of the Company and that the person making that deposit is duly authorized so to do. Every
depositing person shall also be deemed to represent that the Shares, at the time of deposit, are not Restricted Securities. All representations
and warranties deemed made under Section 3.3 of the Deposit Agreement shall survive the deposit of Shares and delivery of American Depositary
Shares.

6. |
FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION. |

Any
person presenting Shares for deposit or any Owner or Holder may be required from time to time to file with the Depositary or the Custodian
such proof of citizenship or residence, exchange control approval, or such information relating to the registration on the books of the
Company or the Foreign Registrar, if applicable, to execute such certificates and to make such representations and warranties, as the
Depositary may deem necessary or proper or as the Company may reasonably require by written request to the Depositary. The Depositary
may withhold the delivery or registration of transfer of any American Depositary Shares, the distribution of any dividend or other distribution
or of the proceeds thereof or the delivery of any Deposited Securities until that proof or other information is filed or those certificates
are executed or those representations and warranties are made. The Depositary shall provide the Company, upon the Company’s written
request and at the Company’s expense, as promptly as practicable, with copies of any information or other materials which the Depositary
receives pursuant to Section 3.4 of the Deposit Agreement, to the extent that the requested disclosure is permitted under applicable
law.

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As
conditions of accepting Shares for deposit, the Depositary may require (i) any certification required by the Depositary or the Custodian
in accordance with the provisions of the Deposit Agreement, (ii) a written order directing the Depositary to deliver to, or upon the
written order of, the person or persons stated in that order, the number of American Depositary Shares representing those Deposited Shares,
(iii) evidence satisfactory to the Depositary that those Shares have been re-registered in the books of the Company or the Foreign Registrar
in the name of the Depositary, a Custodian or a nominee of the Depositary or a Custodian, (iv) evidence satisfactory to the Depositary
that any necessary approval has been granted by any governmental body in each applicable jurisdiction and (v) an agreement or assignment,
or other instrument satisfactory to the Depositary, that provides for the prompt transfer to the Custodian of any dividend, or right
to subscribe for additional Shares or to receive other property, that any person in whose name those Shares are or have been recorded
may thereafter receive upon or in respect of those Shares, or, in lieu thereof, such agreement of indemnity or other agreement as shall
be satisfactory to the Depositary.

7. |
CHARGES OF DEPOSITARY. |

The
following charges shall be incurred by any party depositing or withdrawing Shares or by any party surrendering American Depositary Shares
or to whom American Depositary Shares are issued (including, without limitation, issuance pursuant to a stock dividend or stock split
declared by the Company or an exchange of stock regarding the American Depositary Shares or Deposited Securities or a delivery of American
Depositary Shares pursuant to Section 4.3 of the Deposit Agreement), or by Owners, as applicable: (1) taxes and other governmental charges,
(2) such registration fees as may from time to time be in effect for the registration of transfers of Shares generally on the Share register
of the Company or Foreign Registrar and applicable to transfers of Shares to or from the name of the Depositary or its nominee or the
Custodian or its nominee on the making of deposits or withdrawals hereunder, (3) such cable (including SWIFT) and facsimile transmission
fees and expenses as are expressly provided in the Deposit Agreement, (4) such expenses as are incurred by the Depositary in the conversion
of foreign currency pursuant to Section 4.5 of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary Shares (or
portion thereof) for the delivery of American Depositary Shares pursuant to Section 2.3, 4.3 or 4.4 of the Deposit Agreement and the
surrender of American Depositary Shares pursuant to Section 2.5 or 6.2 of the Deposit Agreement, (6) a fee of $.05 or less per American
Depositary Share (or portion thereof) for any cash distribution made pursuant to the Deposit Agreement, including, but not limited to
Sections 4.1 through 4.4 and 4.8 of the Deposit Agreement, (7) a fee for the distribution of securities pursuant to Section 4.2 of the
Deposit Agreement or of rights pursuant to Section 4.4 of that Agreement (where the Depositary will not exercise or sell those rights
on behalf of Owners), such fee being in an amount equal to the fee for the execution and delivery of American Depositary Shares referred
to above which would have been charged as a result of the deposit of such securities under the Deposit Agreement (for purposes of this
item 7 treating all such securities as if they were Shares) but which securities are instead distributed by the Depositary to Owners,
(8) in addition to any fee charged under item 6, a fee of $.05 or less per American Depositary Share (or portion thereof) per annum for
depositary services, which will be payable as provided in item 9 below, and (9) any other charges payable by the Depositary or the Custodian,
any of the Depositary’s or Custodian’s agents or the agents of the Depositary’s or Custodian’s agents, in connection
with the servicing of Shares or other Deposited Securities (which charges shall be assessed against Owners as of the date or dates set
by the Depositary in accordance with Section 4.6 of the Deposit Agreement and shall be payable at the sole discretion of the Depositary
by billing those Owners for those charges or by deducting those charges from one or more cash dividends or other cash distributions).

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The
Depositary may collect any of its fees by deduction from any cash distribution payable, or by selling a portion of any securities to
be distributed, to Owners that are obligated to pay those fees.

The
Depositary may own and deal in any class of securities of the Company and its affiliates and in American Depositary Shares.

From
time to time, the Depositary may make payments to the Company to reimburse the Company for costs and expenses generally arising out of
establishment and maintenance of the American Depositary Shares program, waive fees and expenses for services provided by the Depositary
or share revenue from the fees collected from Owners or Holders. In performing its duties under the Deposit Agreement, the Depositary
may use brokers, dealers, foreign currency dealers or other service providers that are owned by or affiliated with the Depositary and
that may earn or share fees, spreads or commissions.

8. |
DISCLOSURE OF INTERESTS. |

When
required in order to comply with applicable laws and regulations or the articles of association or similar document of the Company, the
Company may from time to time request each Owner and Holder to provide to the Depositary information relating to: (a) the capacity in
which it holds American Depositary Shares, (b) the identity of any Holders or other persons or entities then or previously interested
in those American Depositary Shares and the nature of those interests and (c) any other matter where disclosure of such matter is required
for that compliance. Each Owner and Holder agrees to provide all information known to it in response to a request made pursuant to Section
3.4 of the Deposit Agreement. Each Holder consents to the disclosure by the Depositary and the Owner or other Holder through which it
holds American Depositary Shares, directly or indirectly, of all information responsive to a request made pursuant to that Section relating
to that Holder that is known to that Owner or other Holder.

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9. |
TITLE TO AMERICAN DEPOSITARY SHARES. |

It
is a condition of the American Depositary Shares, and every successive Owner and Holder of American Depositary Shares, by accepting or
holding the same, consents and agrees that American Depositary Shares evidenced by a Receipt, when the Receipt is properly endorsed or
accompanied by proper instruments of transfer, shall be transferable as certificated registered securities under the laws of the State
of New York, and that American Depositary Shares not evidenced by Receipts shall be transferable as uncertificated registered securities
under the laws of the State of New York. The Depositary, notwithstanding any notice to the contrary, may treat the Owner of American
Depositary Shares as the absolute owner thereof for the purpose of determining the person entitled to distribution of dividends or other
distributions or to any notice provided for in the Deposit Agreement and for all other purposes, and neither the Depositary nor the Company
shall have any obligation or be subject to any liability under the Deposit Agreement to any Holder of American Depositary Shares, but
only to the Owner.

10. | VALIDITY
OF RECEIPT. |

This
Receipt shall not be entitled to any benefits under the Deposit Agreement or be valid or obligatory for any purpose, unless this Receipt
shall have been (i) executed by the Depositary by the manual signature of a duly authorized officer of the Depositary or (ii) executed
by the facsimile signature of a duly authorized officer of the Depositary and countersigned by the manual signature of a duly authorized
signatory of the Depositary or the Registrar or a co-registrar.

11. | REPORTS;
INSPECTION OF TRANSFER BOOKS. |

The
Company is subject to the periodic reporting requirements of the Securities Exchange Act of 1934 and, accordingly, files certain reports
with the Securities and Exchange Commission. Those reports will be available for inspection and copying through the Commission’s
EDGAR system or at public reference facilities maintained by the Commission in Washington, D.C.

The
Depositary will make available for inspection by Owners at its Office any reports, notices and other communications, including any proxy
soliciting material, received from the Company which are both (a) received by the Depositary as the holder of the Deposited Securities
and (b) made generally available to the holders of those Deposited Securities by the Company. The Company shall furnish reports and communications,
including any proxy soliciting material to which Section 4.9 of the Deposit Agreement applies, to the Depositary in English, to the extent
such materials are required to be translated into English pursuant to any regulations of the Commission.

The
Depositary will maintain a register of American Depositary Shares and transfers of American Depositary Shares, which shall be open for
inspection by the Owners at the Depositary’s Office during regular business hours, but only for the purpose of communicating with
Owners regarding the business of the Company or a matter related to the Deposit Agreement or the American Depositary Shares.

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12. | DIVIDENDS
AND DISTRIBUTIONS. |

Whenever
the Depositary receives any cash dividend or other cash distribution on Deposited Securities, the Depositary will, if at the time of
receipt thereof any amounts received in a foreign currency can in the judgment of the Depositary be converted on a reasonable basis into
Dollars transferable to the United States, and subject to the Deposit Agreement, convert that dividend or other cash distribution into
Dollars and distribute the amount thus received (net of the fees and expenses of the Depositary as provided in Article 7 hereof and Section
5.9 of the Deposit Agreement) to the Owners entitled thereto; provided , however , that if the Custodian or the Depositary
is required to withhold and does withhold from that cash dividend or other cash distribution an amount on account of taxes or other governmental
charges, the amount distributed to the Owners of the American Depositary Shares representing those Deposited Securities shall be reduced
accordingly.

If
a cash distribution would represent a return of all or substantially all the value of the Deposited Securities underlying American Depositary
Shares, the Depositary may:

(i)
require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American
Depositary Shares) as a condition of making that cash distribution; or

(ii)
sell all Deposited Securities other than the subject cash distribution and add any net cash proceeds of that sale to the cash distribution,
call for surrender of all those American Depositary Shares and require that surrender as a condition of making that cash distribution.

If
the Depositary acts under this paragraph, that action shall also be a Termination Option Event .

Subject
to the provisions of Section 4.11 and 5.9 of the Deposit Agreement, whenever the Depositary receives any distribution other than a distribution
described in Section 4.1, 4.3 or 4.4 of the Deposit Agreement on Deposited Securities (but not in exchange for or in conversion or in
lieu of Deposited Securities), the Depositary will cause the securities or property received by it to be distributed to the Owners entitled
thereto, after deduction or upon payment of any fees and expenses of the Depositary and any taxes or other governmental charges, in any
manner that the Depositary deems equitable and practicable for accomplishing that distribution (which may be a distribution of depositary
shares representing the securities received); provided , however , that if in the opinion of the Depositary such distribution
cannot be made proportionately among the Owners entitled thereto, or if for any other reason the Depositary deems such distribution not
to be lawful and feasible, the Depositary, after consultation with the Company to the extent practicable, may adopt such other method
as it may deem equitable and practicable for the purpose of effecting such distribution, including, but not limited to, the public or
private sale of the securities or property thus received, or any part thereof, and distribution of the net proceeds of any such sale
(net of the fees and expenses of the Depositary as provided in Article 7 hereof and Section 5.9 of the Deposit Agreement) to the Owners
entitled thereto all in the manner and subject to the conditions set forth in Section 4.1 of the Deposit Agreement. The Depositary may
withhold any distribution of securities under Section 4.2 of the Deposit Agreement if it has not received satisfactory assurances from
the Company that the distribution does not require registration under the Securities Act of 1933. The Depositary may sell, by public
or private sale, an amount of securities or other property it would otherwise distribute under this Article that is sufficient to pay
its fees and expenses in respect of that distribution.

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If
a distribution to be made under Section 4.2 of the Deposit Agreement would represent a return of all or substantially all the value of
the Deposited Securities underlying American Depositary Shares, the Depositary may:

(i)
require payment of or deduct the fee for surrender of American Depositary Shares (whether or not it is also requiring surrender of American
Depositary Shares) as a condition of making that distribution; or

(ii)
sell all Deposited Securities other than the subject distribution and add any net cash proceeds of that sale to the distribution, call
for surrender of all those American Depositary Shares and require that surrender as a condition of making that distribution.

If
the Depositary acts under this paragraph, that action shall also be a Termination Option Event .

Whenever
the Depositary receives any distribution consisting of a dividend in, or free distribution of, Shares, the Depositary may deliver to
the Owners entitled thereto, an aggregate number of American Depositary Shares representing the amount of Shares received as that dividend
or free distribution, subject to the terms and conditions of the Deposit Agreement with respect to the deposit of Shares and issuance
of American Depositary Shares, including the withholding of any tax or other governmental charge as provided in Section 4.11 of the Deposit
Agreement and the payment of the fees and expenses of the Depositary as provided in Article 7 hereof and Section 5.9 of the Deposit Agreement
(and the Depositary may sell, by public or private sale, an amount of Shares received (or American Depositary Shares representing those
Shares) sufficient to pay its fees and expenses in respect of that distribution). In lieu of delivering fractional American Depositary
Shares, the Depositary may sell the amount of Shares represented by the aggregate of those fractions (or American Depositary Shares representing
those Shares) and distribute the net proceeds, all in the manner and subject to the conditions described in Section 4.1 of the Deposit
Agreement. If and to the extent that additional American Depositary Shares are not delivered and Shares or American Depositary Shares
are not sold, each American Depositary Share shall thenceforth also represent the additional Shares distributed on the Deposited Securities
represented thereby.

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If
the Company declares a distribution in which holders of Deposited Securities have a right to elect whether to receive cash, Shares or
other securities or a combination of those things, or a right to elect to have a distribution sold on their behalf, the Depositary may,
after consultation with the Company, make that right of election available for exercise by Owners in any manner the Depositary considers
to be lawful and practical. As a condition of making a distribution election right available to Owners, the Depositary may require satisfactory
assurances from the Company that doing so does not require registration of any securities under the Securities Act of 1933 that has not
been effected.

If
the Depositary determines that any distribution received or to be made by the Depositary (including Shares and rights to subscribe therefor)
is subject to any tax or other governmental charge that the Depositary is obligated to withhold, the Depositary may sell, by public or
private sale, all or a portion of the distributed property (including Shares and rights to subscribe therefor) in the amounts and manner
the Depositary deems necessary and practicable to pay those taxes or charges, and the Depositary shall distribute the net proceeds of
that sale, after deduction of those taxes or charges, to the Owners entitled thereto in proportion to the number of American Depositary
Shares held by them respectively.

Each
Owner and Holder agrees to indemnify the Company, the Depositary, the Custodian and their respective directors, employees, agents and
affiliates for, and hold each of them harmless against, any claim by any governmental authority with respect to taxes, additions to tax,
penalties or interest arising out of any refund of taxes, reduced withholding at source or other tax benefit received by it. Services
for Owners and Holders that may permit them to obtain reduced rates of tax withholding at source or reclaim excess tax withheld, and
the fees and costs associated with using services of that kind, are not provided under, and are outside the scope of, the Deposit Agreement.

13. | RIGHTS. |

(a) If
rights are granted to the Depositary in respect of deposited Shares to purchase additional Shares or other securities, the Company and
the Depositary shall endeavor to consult as to the actions, if any, the Depositary should take in connection with that grant of rights.
The Depositary may, to the extent deemed by it to be lawful and practical (i) if requested in writing by the Company, grant to all or
certain Owners rights to instruct the Depositary to purchase the securities to which the rights relate and deliver those securities or
American Depositary Shares representing those securities to Owners, (ii) if requested in writing by the Company, deliver the rights to
or to the order of certain Owners, or (iii) sell the rights to the extent practicable and distribute the net proceeds of that sale to
Owners entitled to those proceeds. To the extent rights are not exercised, delivered or disposed of under (i), (ii) or (iii) above, the
Depositary shall permit the rights to lapse unexercised.

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(b) If
the Depositary will act under (a)(i) above, the Company and the Depositary will enter into a separate agreement setting forth the conditions
and procedures applicable to the particular offering. Upon instruction from an applicable Owner in the form the Depositary specified
and upon payment by that Owner to the Depositary of an amount equal to the purchase price of the securities to be received upon the exercise
of the rights, the Depositary shall, on behalf of that Owner, exercise the rights and purchase the securities. The purchased securities
shall be delivered to, or as instructed by, the Depositary. The Depositary shall (i) deposit the purchased Shares under the Deposit Agreement
and deliver American Depositary Shares representing those Shares to that Owner or (ii) deliver or cause the purchased Shares or other
securities to be delivered to or to the order of that Owner. The Depositary will not act under (a)(i) above unless the offer and sale
of the securities to which the rights relate are registered under the Securities Act of 1933 or the Depositary has received an opinion
of United States counsel that is satisfactory to it to the effect that those securities may be sold and delivered to the applicable Owners
without registration under the Securities Act of 1933. For the avoidance of doubt, nothing in the Deposit Agreement shall create any
obligation on the part of the Company to file a registration statement with respect to rights or the underlying securities or to endeavor
to have such a registration statement declared effective.

(c) If
the Depositary will act under (a)(ii) above, the Company and the Depositary will enter into a separate agreement setting forth the conditions
and procedures applicable to the particular offering. Upon (i) the request of an applicable Owner to deliver the rights allocable to
the American Depositary Shares of that Owner to an account specified by that Owner to which the rights can be delivered and (ii) receipt
of such documents as the Company and the Depositary agreed to require to comply with applicable law, the Depositary will deliver those
rights as requested by that Owner.

(d) If
the Depositary will act under (a)(iii) above, the Depositary will use reasonable efforts to sell the rights in proportion to the number
of American Depositary Shares held by the applicable Owners and pay the net proceeds to the Owners otherwise entitled to the rights that
were sold, upon an averaged or other practical basis without regard to any distinctions among such Owners because of exchange restrictions
or the date of delivery of any American Depositary Shares or otherwise.

(e) Payment
or deduction of the fees of the Depositary as provided in Section 5.9 of the Deposit Agreement and payment or deduction of the expenses
of the Depositary and any applicable taxes or other governmental charges shall be conditions of any delivery of securities or payment
of cash proceeds under Section 4.4 of the Deposit Agreement.

(f) The
Depositary shall not be responsible for any failure to determine that it may be lawful or feasible to make rights available to or exercise
rights on behalf of Owners in general or any Owner in particular , or to sell rights.

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14. | CONVERSION
OF FOREIGN CURRENCY. |

Whenever
the Depositary or the Custodian receives foreign currency, by way of dividends or other distributions or the net proceeds from the sale
of securities, property or rights, and if at the time of the receipt thereof the foreign currency so received can in the judgment of
the Depositary be converted on a reasonable basis into Dollars and the resulting Dollars transferred to the United States, the Depositary
or one of its agents or affiliates or the Custodian shall convert or cause to be converted by sale or in any other manner that it may
determine that foreign currency into Dollars, and those Dollars shall be distributed to the Owners entitled thereto. A cash distribution
may be made upon an averaged or other practicable basis without regard to any distinctions among Owners based on exchange restrictions,
the date of delivery of any American Depositary Shares or otherwise and shall be net of any expenses of conversion into Dollars incurred
by the Depositary as provided in Section 5.9 of the Deposit Agreement.

If
a conversion of foreign currency or the repatriation or distribution of Dollars can be effected only with the approval or license of
any government or agency thereof, the Depositary may, but will not be required to, file an application for that approval or license.

If
the Depositary determines that in its judgment any foreign currency received by the Depositary or the Custodian is not convertible on
a reasonable basis into Dollars transferable to the United States, or if any approval or license of any government or agency thereof
that is required for such conversion is not filed or sought by the Depositary or is not obtained within a reasonable period as determined
by the Depositary, the Depositary may distribute the foreign currency received by the Depositary to, or in its discretion may hold such
foreign currency uninvested and without liability for interest thereon for the respective accounts of, the Owners entitled to receive
the same.

If
any conversion of foreign currency, in whole or in part, cannot be effected for distribution to some of the Owners entitled thereto,
the Depositary may in its discretion make that conversion and distribution in Dollars to the extent practicable and permissible to the
Owners entitled thereto and may distribute the balance of the foreign currency received by the Depositary to, or hold that balance uninvested
and without liability for interest thereon for the account of, the Owners entitled thereto.

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The
Depositary may convert currency itself or through any of its affiliates, or the Custodian or the Company may convert currency and pay
Dollars to the Depositary. Where the Depositary converts currency itself or through any of its affiliates, the Depositary acts as principal
for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without
limitation, transaction spreads, that it will retain for its own account. The revenue is based on, among other things, the difference
between the exchange rate assigned to the currency conversion made under the Deposit Agreement and the rate that the Depositary or its
affiliate receives when buying or selling foreign currency for its own account. The Depositary makes no representation that the exchange
rate used or obtained by it or its affiliate in any currency conversion under the Deposit Agreement will be the most favorable rate that
could be obtained at the time or that the method by which that rate will be determined will be the most favorable to Owners, subject
to the Depositary’s obligations under Section 5.3 of that Agreement. The methodology used to determine exchange rates used in currency
conversions made by the Depositary is available upon request. Where the Custodian converts currency, the Custodian has no obligation
to obtain the most favorable rate that could be obtained at the time or to ensure that the method by which that rate will be determined
will be the most favorable to Owners, and the Depositary makes no representation that the rate is the most favorable rate and will not
be liable for any direct or indirect losses associated with the rate. In certain instances, the Depositary may receive dividends or other
distributions from the Company in Dollars that represent the proceeds of a conversion of foreign currency or translation from foreign
currency at a rate that was obtained or determined by or on behalf of the Company and, in such cases, the Depositary will not engage
in, or be responsible for, any foreign currency transactions and neither it nor the Company makes any representation that the rate obtained
or determined by the Company is the most favorable rate and neither it nor the Company will be liable for any direct or indirect losses
associated with the rate.

15. | RECORD
DATES. |

Whenever
a cash dividend, cash distribution or any other distribution is made on Deposited Securities or rights to purchase Shares or other securities
are issued with respect to Deposited Securities (which rights will be delivered to or exercised or sold on behalf of Owners in accordance
with Section 4.4 of the Deposit Agreement) or the Depositary receives notice that a distribution or issuance of that kind will be made,
or whenever the Depositary receives notice that a meeting of holders of Shares will be held in respect of which the Company has requested
the Depositary to send a notice under Section 4.7 of the Deposit Agreement, or whenever the Depositary will assess a fee or charge against
the Owners, or whenever the Depositary causes a change in the number of Shares that are represented by each American Depositary Share,
or whenever the Depositary otherwise finds it necessary or convenient, the Depositary shall fix a record date, which shall be the same
as, or as near as practicable to, any corresponding record date set by the Company with respect to Shares, (a) for the determination
of the Owners (i) who shall be entitled to receive the benefit of that dividend or other distribution or those rights, (ii) who shall
be entitled to give instructions for the exercise of voting rights at that meeting, (iii) who shall be responsible for that fee or charge
or (iv) for any other purpose for which the record date was set, or (b) on or after which each American Depositary Share will represent
the changed number of Shares. Subject to the provisions of Sections 4.1 through 4.5 of the Deposit Agreement and to the other terms and
conditions of the Deposit Agreement, the Owners on a record date fixed by the Depositary shall be entitled to receive the amount distributable
by the Depositary with respect to that dividend or other distribution or those rights or the net proceeds of sale thereof in proportion
to the number of American Depositary Shares held by them respectively, to give voting instructions or to act in respect of the other
matter for which that record date was fixed, or be responsible for that fee or charge, as the case may be.

51 |

|

16. | VOTING
OF DEPOSITED SHARES. |

(a) Upon
receipt of notice of any meeting of holders of Shares at which holders of Shares will be entitled to vote, if requested in writing by
the Company, the Depositary shall, as soon as practicable thereafter, Disseminate to the Owners a notice, the form of which shall be
in the sole discretion of the Depositary, that shall contain (i) the information contained in the notice of meeting received by the Depositary,
(ii) a statement that the Owners as of the close of business on a specified record date will be entitled, subject to any applicable provision
of Cayman Islands law and of the articles of association or similar documents of the Company, to instruct the Depositary as to the exercise
of the voting rights pertaining to the amount of Shares represented by their respective American Depositary Shares, (iii) a statement
as to the manner in which those instructions may be given and (iv) the last date on which the Depositary will accept instructions (the
“ Instruction Cutoff Date ”).

(b) Upon
the written request of an Owner of American Depositary Shares, as of the date of the request or, if a record date was specified by the
Depositary, as of that record date, received on or before any Instruction Cutoff Date established by the Depositary, the Depositary may,
and if the Depositary sent a notice under the preceding paragraph shall, endeavor, in so far as practicable, to vote or cause to be voted
the amount of deposited Shares represented by those American Depositary Shares in accordance with the instructions set forth in that
request. The Depositary shall not vote or attempt to exercise the right to vote that attaches to the deposited Shares other than in accordance
with instructions given by Owners and received by the Depositary.

(c) There
can be no assurance that Owners generally or any Owner in particular will receive the notice described in paragraph (a) above in time
to enable Owners to give instructions to the Depositary prior to the Instruction Cutoff Date.

(d) In
order to give Owners a reasonable opportunity to instruct the Depositary as to the exercise of voting rights relating to Shares, if the
Company will request the Depositary to Disseminate a notice under paragraph (a) above, the Company shall give the Depositary notice of
the meeting, details concerning the matters to be voted upon and copies of materials to be made available to holders of Shares in connection
with the meeting not less than 30 days prior to the meeting date.

17. | TENDER
AND EXCHANGE OFFERS; REDEMPTION, REPLACEMENT OR CANCELLATION OF DEPOSITED SECURITIES. |

(a) The
Depositary shall not tender any Deposited Securities in response to any voluntary cash tender offer, exchange offer or similar offer
made to holders of Deposited Securities (a “ Voluntary Offer ”), except when instructed in writing to do so by an Owner
surrendering American Depositary Shares and subject to any conditions or procedures the Depositary may require.

52 |

|

(b) If
the Depositary receives a written notice that Deposited Securities have been redeemed for cash or otherwise purchased for cash in a transaction
that is mandatory and binding on the Depositary as a holder of those Deposited Securities (a “ Redemption ”), the Depositary,
at the expense of the Company, shall (i) if required, surrender Deposited Securities that have been redeemed to the issuer of those securities
or its agent on the redemption date, (ii) Disseminate a notice to Owners (A) notifying them of that Redemption, (B) calling for surrender
of a corresponding number of American Depositary Shares and (C) notifying them that the called American Depositary Shares have been converted
into a right only to receive the money received by the Depositary upon that Redemption and those net proceeds shall be the Deposited
Securities to which Owners of those converted American Depositary Shares shall be entitled upon surrenders of those American Depositary
Shares in accordance with Section 2.5 or 6.2 of the Deposit Agreement and (iii) distribute the money received upon that Redemption to
the Owners entitled to it upon surrender by them of called American Depositary Shares in accordance with Section 2.5 of that Agreement
(and, for the avoidance of doubt, Owners shall not be entitled to receive that money under Section 4.1 of that Agreement). If the Redemption
affects less than all the Deposited Securities, the Depositary shall call for surrender a corresponding portion of the outstanding American
Depositary Shares and only those American Depositary Shares will automatically be converted into a right to receive the net proceeds
of the Redemption. The Depositary shall allocate the American Depositary Shares converted under the preceding sentence among the Owners
pro-rata to their respective holdings of American Depositary Shares immediately prior to the Redemption, except that the allocations
may be adjusted so that no fraction of a converted American Depositary Share is allocated to any Owner. A Redemption of all or substantially
all of the Deposited Securities shall be a Termination Option Event .

(c) If
the Depositary is notified of or there occurs any change in nominal value or any subdivision, combination or any other reclassification
of the Deposited Securities or any recapitalization, reorganizati

### EX-5.1 - EX-5.1
EX-5.1
4
ex5-1.htm
EX-5.1

Exhibit
5.1

Carbon
Zero Technologies International Inc. |
|
D
+852 3656 6054 |

|
|
E
nathan.powell@ogier.com |

|
|
D
+852 3656 6023 |

|
|
E
janice.chu@ogier.com |

|
|
|

|
|
Reference:
NMP/JTC/503760.00002 |

26
May 2026

Dear
Sirs

Carbon
Zero Technologies International Inc. (the Company)

We
have acted as Cayman Islands counsel to the Company in connection with the Company’s registration statement on Form F-1, including
all amendments or supplements thereto (the Registration Statement ), as filed with the United States Securities and Exchange Commission
(the Commission ) under the United States Securities Act of 1933, as amended (the Act ). The Registration Statement relates
to the offering (the Offering ) of:

(i) |
3,335,000
American Depositary Shares (the Public ADSs ), each representing 4 Class A Ordinary Shares (as defined in below) (the ADSs )
on a firm commitment basis; and |

|
|

(ii) |
an
option for a period of 45 days after closing of the Offering for the underwriters of the Company (the Underwriters ) to purchase
such number of additional ADSs in the amount representing up to fifteen percent (15%) of the Public ADSs sold in the Offering to
cover over-allotments (together with the Public ADSs, the IPO ADSs ), if any (the Over-allotment Option ). |

The
Company will also be issuing an underwriter purchase option to Ninth Eternity Securities LLC, the representative of the Underwriters
(the UPO ) to purchase such number of ADSs equal to an aggregate of five (5%) percent of the Public ADSs sold in the Offering (the
UPO ADSs ).

In
addition, there will be a resale by South Kensington Investment Limited (the Selling Shareholder ), being an existing shareholder
of the Company of (the Resale ) up to 6,000,000 Class A Ordinary Shares which are presently issued and outstanding, represented
by 1,500,000 ADSs (the Resale ADSs ).

We
are furnishing this opinion as Exhibit 5.1, Exhibit 8.1 and Exhibit 23.2 to the Registration Statement.

Ogier

Providing
advice on British Virgin Islands, Cayman Islands and Guernsey laws

Floor
11 Central Tower

28
Queen’s Road Central

Central

Hong
Kong

T
+852 3656 6000

F
+852 3656 6001

ogier.com
|
|
Partners

Nicholas
Plowman

Nathan
Powell

Anthony
Oakes

Oliver
Payne

Kate
Hodson

David
Nelson

Joanne
Collett

Dennis
Li

Cecilia
Li
|
|
Yuki
Yan

David
Lin

Alan
Wong

Janice
Chu

Zhao
Rong Ooi

Rachel
Huang**

Florence
Chan* ‡

Richard
Bennett** ‡

James
Bergstrom ‡

|
|
*
admitted in New Zealand

**
admitted in England and Wales

‡
not ordinarily resident in Hong Kong
|

|

Page 2 of 6 |

Unless
a contrary intention appears, all capitalised terms used in this opinion have the respective meanings set forth in the Documents. The
headings herein are for convenience only and do not affect the construction of this opinion.

1 | Documents
examined |

For
the purposes of giving this opinion, we have examined copies, or drafts of the following documents (the Documents ):

|
(a) |
the
certificate of incorporation of the Company dated 13 July 2023 issued by the Registrar of Companies of the Cayman Islands (the Registrar ) |

|
|
|

|
(b) |
the
memorandum and articles of association of the Company as filed with the Registrar on 13 July 2023; |

|
|
|

|
(c) |
the
amended and restated memorandum and articles of association of the Company adopted by special resolution dated 7 August 2024 and
filed with the Registrar on 13 August 2024 (the Memorandum and Articles ); |

|
|
|

|
(d) |
a
certificate of good standing dated 29 April 2026 (the Good Standing Certificate ) issued by the Registrar in respect of the
Company; |

|
|
|

|
(e) |
the
register of directors of the Company provided to us on 12 May 2026 (the ROD ); |

|
|
|

|
(f) |
the
register of members of the Company provided to us on 30 April 2026 (the ROM , and together with the ROD, the Registers ); |

|
|
|

|
(g) |
a
copy of written resolutions of the first directors of the Company dated 13 July 2023; |

|
|
|

|
(h) |
a
copy of the written resolutions of all the directors of the Company dated 14 November 2023, 10 January 2025, 22 April 2025 and 12
May 2026 approving among others, the Company’s filing of the Registration Statement and issuance of the IPO ADSs, the UPO ADSs,
the Underlying Ordinary Shares (as defined in below) and the Resale (together with item (g) above, the Board Resolutions ); |

|
|
|

|
(i) |
21
copies of application for shares all dated 13 July 2023 signed by each shareholder of the Class A Ordinary Shares and the Class B
Ordinary Shares (as defined in below); |

|
|
|

|
(j) |
a
certificate dated 26 May 2026 as to certain matters of fact signed by a director of the Company (the Director’s Certificate ); |

|
|
|

|
(k) |
the
Registration Statement; |

|
|
|

|
(l) |
the
draft form of underwriting agreement appended as an exhibit to the Registration Statement (the Underwriting Agreement ); and |

|
|
|

|
(m) |
a
draft form of deposit agreement to be entered among the Company, the depositary named therein (the Depositary ) and the owners
and holders of the ADSs issued thereunder and appended as an exhibit to the Registration Statement (the Deposit Agreement ). |

|

Page 3 of 6 |

2 | Assumptions |

In
giving this opinion we have relied upon the assumptions set forth in this paragraph 2 without having carried out any independent investigation
or verification in respect of those assumptions:

|
(a) |
all
original documents examined by us are authentic and complete; |

|
|
|

|
(b) |
all
copy documents examined by us (whether in facsimile, electronic or other form) conform to the originals and those originals are authentic
and complete; |

|
|
|

|
(c) |
all
signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine; |

|
|
|

|
(d) |
each
of the Good Standing Certificate, the Director’s Certificate and the Registers is accurate and complete as at the date of this
opinion; |

|
|
|

|
(e) |
all
copies of the memorandum and articles of association of the Company effective at relevant time provided to us are in full force and
effect and have not been amended, varied, supplemented or revoked in any respect; |

|
|
|

|
(f) |
all
copies of the Registration Statement are true and correct copies and the Registration Statement conform in every material respect
to the latest drafts of the same produced to us and, where the Registration Statement has been provided to us in successive drafts
marked-up to indicate changes to such documents, all such changes have been so indicated; |

|
|
|

|
(g) |
the
Board Resolutions remain in full force and effect and each of the directors of the Company has acted in good faith with a view to
the best interests of the Company and has exercised the standard of care, diligence and skill that is required of him or her in approving
the Offering and the Resale, and no director has a financial interest in or other relationship to a party of the transactions contemplated
by the Documents which has not been properly disclosed in the Board Resolutions; |

|
|
|

|
(h) |
no
invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any Ordinary
Shares and none of the Ordinary Shares have been offered or issued to residents of the Cayman Islands; |

|
|
|

|
(i) |
the
Company is, and after the allotment (where applicable) and issuance of any Class A Ordinary Shares and ADSs will be, able to pay
its liabilities as they fall due; and |

|
|
|

|
(j) |
there
is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the
opinions expressed herein. |

|

Page 4 of 6 |

3 | Opinions |

On
the basis of the examinations and assumptions referred to above and subject to the limitations and qualifications set forth in paragraph
4 below, we are of the opinion that:

Corporate
status

|
(a) |
The
Company has been duly incorporated as an exempted company with limited liability on 13 July 2023 and is validly existing and in good
standing under the laws of the Cayman Islands. |

Authorised
Share capital

| (b) | The
authorised share capital of the Company is US$50,000 divided into 4,900,000,000 Class A ordinary
shares of a nominal or par value of US$0.00001 each (the Class A Ordinary Shares );
and 100,000,000 Class B ordinary shares of a nominal or par value of US$0.00001 each (the
Class B Ordinary Shares , together with the Class A Ordinary Shares, the Ordinary
Shares ). |

Valid
Issuance of Underlying Ordinary Shares

| (c) | The
Class A Ordinary Shares underlying the IPO ADSs (the Ordinary Shares Underlying the IPO
ADSs ) to be issued by the Company as contemplated by the Registration Statement have
been duly authorised for issue and when: |

| (i) | issued
and allotted by the Company against payment in full of the consideration therefor in accordance
with the terms set out in the Registration Statement, the Underwriting Agreement, the Deposit
Agreement and the Memorandum and Articles; |

| | |

| (ii) | such
issuance of the Ordinary Shares Underlying the IPO ADSs has been duly registered in the Company’s
register of members as fully paid shares; |

| | |

| (iii) | the
Depositary or its nominee has been entered in the Company’s register of members as
the holder of the Ordinary Shares Underlying the IPO ADSs in accordance with the Deposit
Agreement |

will
be validly issued, fully paid and non-assessable.

| (d) | The
Class A Ordinary Shares underlying the UPO ADSs (the Ordinary Shares Underlying the UPO
ADSs , together with the Ordinary Shares Underlying the IPO ADSs, the Underlying Ordinary
Shares ) which are to be issued pursuant to the UPO when the UPO is exercisable under
the terms of the Underwriting Agreement, have been duly authorised for issue and when: |

| (i) | issued
by the Company upon due exercise of the UPO against payment in full of the consideration
therefor in accordance with the terms of the Underwriting Agreement, the Deposit Agreement
and the Company’s then effective memorandum and articles of association; |

|

Page 5 of 6 |

| (ii) | such
issuance of the Ordinary Shares Underlying the UPO ADSs has been duly registered in the Company’s
register of members as fully paid shares; and |

| | |

| (iii) | the
Depositary or its nominee has been entered in the Company’s register of members as
the holder of the Ordinary Shares Underlying the UPO ADSs in accordance with the Deposit
Agreement |

will
be, validly issued, fully paid and non-assessable.

Valid
Issuance of Ordinary Shares Represented by the Resale ADSs

| (e) | The
Class A Ordinary Shares represented by the Resale ADSs for resale by the Selling Shareholder
have been validly issued, fully paid and are non-assessable. |

Registration
Statement

| (f) | The
statements contained in the Registration Statement which pertain to Cayman Islands law, including
without limitation, in the sections headed “Cayman Islands Taxation”, “Description
of Share Capital” and “Enforceability of Civil Liabilities”, in so far
as they purport to summarise the laws or regulations of the Cayman Islands, are accurate
in all material respects and that such statements constitute our opinion. |

4 | Limitations
and Qualifications |

4.1 | We
offer no opinion: |

| (a) | as
to any laws other than the laws of the Cayman Islands, and we have not, for the purposes
of this opinion, made any investigation of the laws of any other jurisdiction, and we express
no opinion as to the meaning, validity, or effect of references in the Documents to statutes,
rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman
Islands; or |

| | |

| (b) | except
to the extent that this opinion expressly provides otherwise, as to the commercial terms
of, or the validity, enforceability or effect of the Registration Statement, the accuracy
of representations, the fulfilment of warranties or conditions, the occurrence of events
of default or terminating events or the existence of any conflicts or inconsistencies among
the Registration Statement and any other agreements into which the Company may have entered
or any other documents. |

4.2 | Under
the Companies Act (Revised) ( Companies Act ) of the Cayman Islands annual returns in
respect of the Company must be filed with the Registrar, together with payment of annual
filing fees. A failure to file annual returns and pay annual filing fees may result in the
Company being struck off the Register of Companies, following which its assets will vest
in the Financial Secretary of the Cayman Islands and will be subject to disposition or retention
for the benefit of the public of the Cayman Islands. |

| |

4.3 | In
good standing means only that as of the date of the Good Standing Certificate, the
Company is up-to-date with the filing of its annual returns and payment of annual fees with
the Registrar. We have made no enquiries into the Company’s good standing with respect
to any filings or payment of fees, or both, that it may be required to make under the laws
of the Cayman Islands other than the Companies Act. |

|

Page 6 of 6 |

5 | Governing
law of this opinion |

5.1 | This
opinion is: |

| (a) | governed
by, and shall be construed in accordance with, the laws of the Cayman Islands; |

| | |

| (b) | limited
to the matters expressly stated in it; and |

| | |

| (c) | confined
to, and given on the basis of, the laws and practice in the Cayman Islands at the date of
this opinion. |

5.2 | Unless
otherwise indicated, a reference to any specific Cayman Islands legislation is a reference
to that legislation as amended to, and as in force at, the date of this opinion. |

6 | Reliance |

6.1 | We
hereby consent to the filing of this opinion as an exhibit to the Registration Statement
and to the reference to our firm under the headings “ Taxation ”, “ Enforceability
of Civil Liabilities ” and “ Legal Matters ” of the Registration
Statement. In giving such consent, we do not believe that we are “experts” within
the meaning of such term used in the Act or the rules and regulations of the Commission issued
thereunder with respect to any part of the Registration Statement, including this opinion
as an exhibit or otherwise. |

| |

6.2 | This
opinion may be used only in connection with the Offering, the UPO, the IPO ADSs, the UPO
ADSs, the Underlying Ordinary Shares and the Resale of the Resale ADSs while the Registration
Statement is effective. |

Yours
faithfully

Ogier

|

### EX-5.2 - EX-5.2
EX-5.2
5
ex5-2.htm
EX-5.2

Exhibit
5.2

May
26, 2026

Carbon
Zero Technologies International Inc.

8
Eu Tong Sen Street, #16-81

The
Central, Singapore，059818

Tel:
+65 6592 7626

RE:
Carbon Zero Technologies International Inc.

Ladies
and Gentlemen:

We
are acting as U.S. counsel to Carbon Zero Technologies International Inc., a company incorporated in the Cayman Islands (the “Company”),
with reference being made herein to the Registration Statement on Form F-1 (Registration No. 333-280115) filed by the Company, with the
Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities
Act”), including the prospectus and all amendments and supplements thereto (the “Registration Statement”), relating
to the registration of (i) Class A ordinary shares, par value US$0.00001 per share, of the Company, which will be represented by American
depositary shares (“ADSs”) evidenced by American depositary receipts, (ii) an underwriter purchase option to purchase up
to 5% of the ADSs sold in the offering to be issued to the underwriter(s) (the “Underwriter Purchase Option”), and (iii)
the ADSs issuable upon exercise of the Underwriter Purchase Option.

In
connection with this opinion letter, we have examined originals, or copies certified or otherwise identified to our satisfaction, of
(i) the Registration Statement, (ii) the form of the Underwriter Purchase Option, and (iii) such other documents and records as we have
deemed necessary. With respect to such examination, for the purposes of the opinion expressed herein, we have assumed (without investigation)
the genuineness of all signatures, the legal capacity of all natural persons, the correctness of all certificates, the authenticity of
the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile
or photostatic copies and the authenticity of the originals of all documents submitted to us as copies. We have assumed that the Company
has the requisite legal power and authority under the law of the Cayman Islands to execute and deliver the Underwriter Purchase Option
and perform its obligations thereunder. In addition, in rendering this opinion, we assumed that the securities issuable under the Underwriter
Purchase Option were or will be offered in the manner and on the terms identified or referred to in the Registration Statement, including
all amendments thereto.

We
are admitted to practice in the State of New York. In rendering this opinion, our examination of matters of law have been limited to,
and we express no opinion as to the laws of any state or jurisdiction other than, (i) the applicable laws of the State of New York and
(ii) federal securities laws of the United States of America ((i) and (ii) together, “Applicable Law”). We express no opinion
concerning any matters respecting or affected by any laws other than Applicable Law that a lawyer in New York exercising customary professional
diligence would reasonably recognize as being directly applicable to the transactions contemplated by the Underwriter Purchase Option.

Australia
| Canada | China | Colombia | France | Germany | Israel | Morocco | Poland

Russia | South Korea | United Arab Emirates | United Kingdom | United States

1 | PAGE |

Based
upon the foregoing, we are of the opinion that to the extent governed by Applicable Law, the Underwriter Purchase Option has been duly
authorized and, when executed, registered and delivered and paid for in the manner contemplated by the Registration Statement, will constitute
valid and legally binding obligations of the Company.

The
foregoing opinion is qualified to the extent that (a) enforceability may be limited by and be subject to general principles of equity,
regardless of whether such enforceability is considered in a proceeding in equity or at law (including, without limitation, concepts
of notice and materiality), and by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’
and debtors’ rights generally (including, without limitation, any state or federal law in respect of fraudulent transfers); and
(b) no opinion is expressed herein as to compliance with or the effect of federal or state securities or blue sky laws.

This
opinion has been prepared for use in connection with the Registration Statement.

You
are separately receiving an opinion from your Cayman Islands counsel, Ogier, with respect to the corporate proceedings, validity of the
securities and such other matters set forth therein relating to the securities issuable pursuant to the Underwriter Purchase Option.

We
hereby consent to the use of this opinion as an exhibit to the Registration Statement on the date hereof, to the use of our name as your
U.S. counsel and to all references made to us in the Registration Statement and in the prospectus forming a part thereof. In giving this
consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules
and regulations promulgated thereunder.

Very
truly yours, |
|

|
|

/s/
Rimon P.C. |
|

|
|

Rimon
P.C. |
|

|
400
Madison Ave, Suite 11D, New York, NY 10017 | 212.515.9979

800
Oak Grove Avenue, Suite 250, Menlo Park, CA 94025 | 415.869.7180

|

2 | PAGE |

### EX-21.1 - EX-21.1
EX-21.1
6
ex21-1.htm
EX-21.1

Exhibit
21.1

Carbon
Zero Technologies International Inc.

Subsidiaries
of the Registrant

Subsidiaries |
|
Place
of Incorporation |

| |
|

Carbon
Zero Technologies (Hong Kong) Limited. | |
Hong
Kong |

| |
|

Carbon
Source Technologies (Hong Kong) Limited. | |
Hong
Kong |

| |
|

Beijing
Bgreen Technology Development Co. Ltd. | |
China |

| |
|

Shenzhen
Carbon Zero Technology Co. Ltd. | |
China |

| |
|

Shenzhen
ABGreen Environmental Protection Technology Co., Ltd. (including Shenzhen ABGreen | |
|

Environmental
Protection Technology Co., Ltd Liaoning Branch) | |
China |

| |
|

Shenzhen
Green Blue Environmental Protection Technology Co., Ltd. | |
China |

| |
|

ABGreen
(Fuyang) Environmental Protection Technology Co., Ltd. | |
China |

| |
|

Guangxi
Meijin Environmental Protection Technology Co., Ltd. | |
China |

| |
|

Ankang
ABGreen Environmental Protection Technology Co. Ltd. | |
China |

| |
|

Shenzhen
ABGreen Reverse Supply Chain Co., Ltd. | |
China |

| |
|

Henan
Jinyou Metal Technology Co. Ltd. | |
China |

| |
|

Zhoukou
Senbo Environmental Protection Technology Co., Ltd. | |
China |

| |
|

Xieguan
Tonglian (Shenzhen) Technology Co., Ltd. | |
China |

| |
|

Shenzhen
Yize Environmental Protection Technology Co., Ltd. | |
China |

| |
|

Shenzhen
Bgreen Environmental Technology Co., Ltd. | |
China |

| |
|

Shenzhen
Carbon Poly Digital Technology Co., Ltd. | |
China |

| |
|

Chuangzhiyuan
Environmental Holding (Shenzhen) Co., Ltd. | |
China |

| |
|

Beijing
Guoxun Renewable Resources Co., Ltd. | |
China |

| |
|

Gongqingcheng
Yadannuo Environmental Technology Co., Ltd. | |
China |

| |
|

Jiangxi
Jingchuang Metal Manufacturing Co., Ltd. | |
China |

| |
|

Hubei
Carbon Link Recycling Technology Co., Ltd. | |
China |

| |
|

Henan
ABGreen Environmental Protection Technology Co., Ltd. | |
China |

| |
|

Jiangxi
Qi Hong New Material Technology Co., Ltd. | |
China |

| |
|

Jushang
(Hebei) Renewable Resources Co., Ltd. | |
China |

| |
|

Guangdong
Bo Green Investment Co., Ltd. | |
China |

| |
|

Zhoukou
Bgreen Environmental Protection Technology Co., Ltd. | |
China |

| |
|

Hunan
ABGreen Environmental Protection Technology Co. Ltd. | |
China |

| |
|

Quanzhou
Qinghe Environmental Protection Technology Co., Ltd. | |
China |

| |
|

Carbon
Baike (Beijing) Environmental Protection Technology Co., Ltd. | |
China |

| |
|

Anhui
ABGreen Environmental Protection Technology Co. Ltd. | |
China |

| |
|

Henan
Zhicheng Industrial Park Management Co., Ltd. | |
China |

| |
|

Henan
Bgreen Resources and Environment Co., Ltd. | |
China |

|

### EX-23.1 - EX-23.1
EX-23.1
7
ex23-1.htm
EX-23.1

Exhibit
23.1

Independent
Registered Public Accounting Firm’s Consent

We
consent to the use in this Registration Statement on Form F-1 of our report dated May 26, 2026 relating to the financial statements of
Carbon Zero Technologies International Inc. appearing in this Registration Statement. We also consent to the reference to us under the
heading “Experts” in such Registration Statement.

/s/
Marcum Asia CPAs LLP

Marcum
Asia CPAs LLP

Guangzhou,
China

May
26, 2026

GUANGZHOU
OFFICE • Ste.1601 • CTF Finance Center • 6 Pearl River East Rd. • Pearl River New Town • Tianhe Dist. •
Guangzhou • 510623

Phone
8620.3877.0819 • Fax 8620.8072.0039 • www.marcumasia.com

| | |

### EX-23.4 - EX-23.4
EX-23.4
8
ex23-4.htm
EX-23.4

Exhibit 23.4

|

### EX-99.1 - EX-99.1
EX-99.1
9
ex99-1.htm
EX-99.1

Exhibit 99.1

May
26, 2026

To:
Carbon Zero Technologies International Inc. (the “Company”)

8
Eu Tong Sen Street, #16-81

The
Central, Singapore，059818

Tel:
+65 6592 7626

Dear
Sir/Madam,

We
are qualified lawyers of the People’s Republic of China (the “ PRC ” or “ China ”, which, for
the purpose of this opinion only, excluding Hong Kong Special Administration Region, Macau Special Administration Region and Taiwan region)
and as such are qualified to issue this opinion with respect to laws and regulations of the PRC currently in force and publicly available
as of the date hereof (hereinafter referred to as the “ PRC Laws ”).

We
are acting as PRC legal counsel to the Company in connection with (i) the proposed initial public offering (the “ Offering ”)
of certain number of American Depositary Shares of the Company (the “ ADSs ”) , each representing a certain number of
Class A ordinary shares (the “ Ordinary Shares ”) of the Company, as set forth in the Company’s registration statement
on Form F-1, including all amendments or supplements thereto (the “ Registration Statement ”), filed by the Company
with the United States Securities and Exchange Commission (the “ SEC ”) in relation to the Offering and (ii) the proposed
listing of the ADSs on the NASDAQ Global Market (the “ Listing ”).

A.
Documents and Assumptions

For
the purpose of giving this opinion, we have carried out due diligence and examined copies of the Registration Statement and other documents
(collectively the “ Documents ”) as we have deemed necessary and appropriate as a basis for the opinions hereinafter
set forth. Where certain facts were not independently established and verified by us, we have relied upon certificates or statements
issued or made by the relevant Governmental Agencies (as defined below), and appropriate representatives of the Company and the PRC Subsidiaries
(as defined below). In delivering this opinion, we have made the following assumptions (the “ Assumptions ”):

(a) |
the
genuineness of all the signatures, seals and chops; |

1 |

(b) |
the
authenticity of the Documents submitted to us as originals and the conformity to the originals of the Documents submitted to us as
copies; |

|
|

(c) |
the
truthfulness, accuracy and completeness of all Documents of or in connection with the Company and the PRC Subsidiaries as they were
presented to us; |

|
|

(d) |
that
the Documents which have been presented to us remain in full force and effect as of the date hereof and have not been revoked, amended,
varied or supplemented, except as noted therein; |

|
|

(e) |
in
response to our due diligence inquiries, requests and investigation for the purpose of this opinion, all the relevant information
and materials that have been provided to us by the Company and the PRC Subsidiaries, including all factual statements in the Documents
and all other factual information provided to us by the Company and the PRC Subsidiaries, and the statements made by the Company
and the PRC Subsidiaries and relevant government officials, are true, accurate, complete and not misleading, and that the Company
and PRC Subsidiaries has not withheld anything that, if disclosed to us, would reasonably cause us to alter this opinion in whole
or in part. Where important facts were not independently established to us, we have relied upon certificates issued by governmental
authorities and officers or representatives of the Company and/or other relevant entities and/or upon representations made by such
persons in the course of our inquiry and consultation; |

|
|

(f) |
that
all parties to the Documents provided to us in connection with this opinion, other than the PRC Subsidiaries, have the requisite
power and authority to enter into, and have duly executed, delivered and/or issued those documents to which they are parties, and
have the requisite power and authority to perform their obligations thereunder; |

|
|

(g) |
that
all Governmental Authorizations and other official statement or documentation were obtained from competent Governmental Agencies
by lawful means and all explanations and interpretations provided by government officials duly reflect the official position of the
relevant Governmental Agencies and are complete, true and correct; and |

|
|

(h) |
with
respect to all parties, the due compliance with, and the legality, validity, effectiveness and enforceability under, all laws other
than the laws of the PRC. |

In
giving this opinion, we have assumed and have not verified the accuracy as to financial or auditing matters of each Document we have
reviewed, and have relied upon opinions or reports issued by overseas legal advisers, auditors and reporting accountants of the Company.

We
do not purport to be experts on and do not purport to be generally familiar with or qualified to express legal opinions on any laws other
than the laws of the PRC and accordingly express no legal opinion herein on any laws of any jurisdiction other than the PRC.

2 |

B.
Definitions

In
addition to the terms defined in the context of this opinion, the following capitalized terms used in this opinion shall have the meanings
ascribed to them as follows:

“ CSRC ” |
|
means
the China Securities Regulatory Commission. |

|
|
|

“ Governmental
Agencies ” |
|
means
any competent government authorities, agencies, courts, arbitration commissions, or regulatory bodies of the PRC or any province,
autonomous region, city or other administrative division of the PRC. |

|
|
|

“ Governmental
Authorizations ” |
|
means
any approval, consent, waiver, order, sanction, certificate, authorization, filing, declaration, disclosure, registration, exemption,
permission, endorsement, annual inspection, clearance, qualification, permit or license by, from or with any Governmental Agencies
pursuant to any PRC Laws. |

|
|
|

“ Overseas
Listing Filing Rules ” |
|
means,
collectively, the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies, and No.1 to No.7
Supporting Guidance Rules, which were promulgated by CSRC (No. 1 to No. 5) on February 17, 2023 and came into effect on March 31,
2023, No. 6 was promulgated on May 16, 2023 and came into effect on the same day, No. 7 was promulgated on May 7, 2024. |

|
|
|

“ M&A
Rules ” |
|
means
the Rules on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, which were jointly promulgated on August 8, 2006
by six Governmental Agencies, namely, the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State
Administration for Taxation, the State Administration for Industry and Commerce, the CSRC and the State Administration of Foreign
Exchange, became effective on September 8, 2006 and were amended on June 22, 2009. |

|
|
|

“ PRC
Laws ” |
|
means
all applicable national, provincial and local laws, regulations, rules, notices, orders, decrees and judicial interpretations of
the PRC currently in effect and publicly available on the date of this opinion. |

|
|
|

“ PRC
Subsidiaries ” |
|
mean
any and all PRC Subsidiaries as listed in Schedule I hereto. |

|
|
|

“ Registration
Statement ” |
|
means
the Company’s registration statement on Form F-1, including all amendments or supplements there to, filed by the Company with
the SEC under the Act in relation to the Offering, including the preliminary prospectus, as amended or supplemented, that forms part
of the registration statement. |

3 |

C.
Opinions

Based
on the foregoing and subject to the qualifications set out below, we are of the opinion that:

1. | Corporate
Structure. Based on our understanding of the current PRC Laws, the ownership structures
of consolidated equity of the PRC Subsidiaries, both currently and immediately after giving
effect to the Offering, do not and will not contravene any applicable PRC Laws currently
in effect. |

| |

2. | M&A
Rules. The M&A Rules came into effect on September 8, 2006, and were amended on June
22, 2009. Based on our understanding of the explicit provisions under PRC Laws, except as
disclosed in the Registration Statement, a prior approval from the CSRC as required under
the M&A Rules is not required for the Offering. However, uncertainties still exist as
to how the M&A rules will be interpreted or implemented and our opinion stated above
is subject to any new laws, rules and regulations or detailed implementation and interpretation
in any form relating to the M&A rules. |

| |

3. | Overseas
Listing Filing Rules. Pursuant to the Overseas Listing Filing Rules, the Company is required
to complete the filing procedure before the Offering. The Company has submitted a filing
with the CSRC with respect to the Offering on November 20, 2023. On May 30, 2024, the CSRC
published a Filing Completion Notice on the CSRC’s official website, confirming that
the Company has completed the filing procedures with the CSRC under the Overseas Listing
Filing Rules. Pursuant to the requirements of the Filing Completion Notice, if the Company
fail to complete the overseas offering and listing within 12 months from the date of issuance
of such notice and intend to continue with the listing process, the Company shall update
the filing materials. |

| |

4. | Taxation.
The statements made in the Registration Statement under the sections entitled “Taxation—PRC
Taxation”, with respect to the PRC tax laws and regulations, are correct and accurate
in all material respects. |

| |

5. | Enforceability
of Civil Procedures. There is uncertainty as to whether PRC courts would (i) recognize
or enforce judgments of United States courts obtained against the Company or its directors
or officers predicated upon the civil liability provisions of the securities laws of the
United States or any state in the United States, or (ii) entertain original actions brought
in each respective jurisdiction against the Company or its directors or officers predicated
upon the securities laws of the United States or any state in the United States. The recognition
and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law.
PRC courts may recognize and enforce foreign judgments in accordance with the requirements
of PRC Civil Procedures Law based either on treaties between China and the jurisdiction where
the judgment is made or on principles of reciprocity between jurisdictions. China does not
have any treaties or other form of reciprocity with the United States or the Cayman Islands
that provide for the reciprocal recognition and enforcement of foreign judgments. In addition,
according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment
against a company or its directors and officers if they decide that the judgment violates
the basic principles of PRC law or national sovereignty, security or public interest. As
a result, it is uncertain whether and on what basis a PRC court would enforce a judgment
rendered by a court in the United States or the Cayman Islands. |

4 |

6. | PRC
Laws. To the best of our knowledge after due and reasonable inquiry, the statements in
the Registration Statement on the cover page and under the captions “Prospectus Summary”,
“Risk Factors”, “Enforceability of Civil Liabilities”, “Regulations”,
“Use of Proceeds”, “Taxation”, and “Legal Matters”, to
the extent that they describe or summarize matters of the PRC Laws, are true, accurate and
correct in all material respects, and nothing has come to our attention, insofar as the PRC
Laws are concerned, that causes us to believe that there is any omission from such statements
which causes such statements misleading in any material respect. |

D.
Qualifications

The
foregoing opinions are subject to the following qualifications (the “ Qualifications ”):

(a) | Our
opinions are limited to PRC Laws of general application on the date hereof. We have made
no investigation of, and do not express or imply any views on, the laws of any jurisdiction
other than the PRC, and we have assumed that no such other laws would affect our opinions
expressed above. |

| |

(b) | PRC
Laws referred to herein are laws and regulations publicly available and currently in force
on the date hereof and there is no guarantee that any of such laws and regulations, or the
interpretation or enforcement thereof, will not be changed, amended or revoked in the future
with or without retrospective effect. |

| |

(c) | Our
opinions are subject to (i) applicable bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium or similar laws in the PRC affecting creditors’ rights generally, and (ii)
possible judicial or administrative actions or any PRC Laws affecting creditors’ rights. |

| |

(d) | Our
opinions are subject to the effects of (i) certain legal or statutory principles affecting
the enforceability of contractual rights generally under the concepts of public interests,
social ethics, national security, good faith, fair dealing, and applicable statutes of limitation;
(ii) any circumstance in connection with the formulation, execution or performance of any
legal documents that would be deemed materially mistaken, clearly unconscionable, fraudulent,
coercionary or concealing illegal intentions with a lawful form; (iii) judicial discretion
with respect to the availability of specific performance, injunctive relief, remedies or
defenses, or the calculation of damages; and (iv) the discretion of any competent PRC legislative,
administrative or judicial bodies in exercising their authority in the PRC. |

| |

(e) | This
opinion is issued based on our understanding of PRC Laws. For matters not explicitly provided
under PRC Laws, the interpretation, implementation and application of the specific requirements
under PRC Laws, as well as their application to and effect on the legality, binding effect
and enforceability of certain contracts, are subject to the final discretion of competent
PRC legislative, administrative and judicial authorities. Under PRC Laws, foreign investment
is restricted in certain industries. The interpretation and implementation of these laws
and regulations, and their application to and effect on the legality, binding effect and
enforceability of contracts and transactions contemplated thereunder, are subject to the
discretion of the competent Governmental Agency. |

5 |

(f) | The
term “enforceable” or “enforceability” as used in this opinion means
that the obligations assumed by the relevant obligors under the relevant Documents are of
a type which the courts of the PRC may enforce. It does not mean that those obligations will
necessarily be enforced in all circumstances in accordance with their respective terms and/or
additional terms that may be imposed by the courts. As used in this opinion, the expression
“to the best of our knowledge after due inquiry” or similar language with reference
to matters of fact refers to the current, actual knowledge of the attorneys of this firm
who have worked on matters for the Company in connection with the Offering and the transactions
contemplated thereby. We may rely, as to matters of fact (but not as to legal conclusions),
to the extent we deem proper, on certificates and confirmations of responsible officers of
the Company, the PRC Subsidiaries and Governmental Agencies. |

| |

(g) | We
have not undertaken any independent investigation, search or other verification action to
determine the existence or absence of any fact or to prepare this opinion, and no inference
as to our knowledge of the existence or absence of any fact should be drawn from our representation
of the Company or the PRC Subsidiaries or the rendering of this opinion. |

| |

(h) | This
opinion is intended to be used in the context which is specifically referred to herein; each
paragraph shall be construed as a whole and no part shall be extracted and referred to independently. |

This
opinion is strictly limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated
herein. The opinions expressed herein are rendered only as of the date hereof, and we assume no responsibility to advise you of facts,
circumstances, events or developments that hereafter may be brought to our attention and that may alter, affect or modify the opinion
expressed herein.

We
hereby consent to the use of this opinion in, and the filing hereof as an exhibit to the Registration Statement, and to the reference
to our name in such Registration Statement.

6 |

Yours
faithfully, |
|

|
|

Zhong
Lun Law Firm |
|

7 |

SCHEDULE
I

PRC
SUBSIDIARIES

No. |
|
Company |
|
Date
of

Incorporation
|
|
Percentage
of Economic

Ownership |

1 |
|
Shenzhen
ABGreen Reverse Supply Chain Co., Ltd (ABGreen Shenzhen RSC) |
|
August
2, 2013 |
|
51.00%
by ABGreen Shenzhen |

2 |
|
Shenzhen
ABGreen Environmental Protection Technology Co., Ltd (ABGreen Shenzhen) |
|
March
23, 2016 |
|
75.00%
by CZTI Shenzhen |

3 |
|
Henan
Jinyou Metal Technology Co., Ltd (Jinyou Metal) |
|
March
10, 2021 |
|
51.00%
by ABGreen Shenzhen |

4 |
|
Zhoukou
Senbo Environmental Protection Technology Co., Ltd (Zhoukou Senbo) |
|
September
28, 2021 |
|
53.00%
by ABGreen Shenzhen |

5 |
|
Jiangxi
Jingchuang Metal Manufacturing Co., Ltd |
|
March
18, 2022 |
|
51.00%
by Carbon Source Technologies (Hong Kong) Limited |

6 |
|
Jushang
(Hebei) Renewable Resources Co., Ltd. |
|
March
24, 2022 |
|
51.00%
by Shenzhen Chuangzhiyuan |

7 |
|
Shenzhen
Carbon Zero Technology Co., Ltd (CZTI Shenzhen) |
|
June
7, 2022 |
|
100.00%
by CZTI WFOE |

8 |
|
ABGreen
(Fuyang) Environmental Protection Technology Co., Ltd (ABGreen Fuyang) |
|
June
8, 2022 |
|
51.00%
by ABGreen Shenzhen |

9 |
|
Ankang
ABGreen Environmental Protection Technology Co., Ltd (ABGreen Ankang) |
|
June
8, 2022 |
|
51.00%
by ABGreen Shenzhen |

10 |
|
Zhoukou
BoGreen Environmental Protection Technology Co., Ltd. |
|
January
5, 2023 |
|
53.00%
by Zhoukou Senbo |

11 |
|
Shenzhen
Green Blue Environmental Protection Technology Co., Ltd （Shenzhen Green Blue） |
|
March
2, 2023 |
|
100.00%
by Xieguan Tonglian |

12 |
|
Beijing
Bgreen Technology Development Co., Ltd (CZTI WFOE) |
|
August
30, 2023 |
|
100.00%
by Carbon Zero Technologies (Hong Kong) Limited |

13 |
|
Guangxi
Meijin Environmental Protection Technology Co., Ltd （Guangxi Meijin ） |
|
April
16, 2024 |
|
51.00%
by ABGreen Shenzhen |

14 |
|
Xieguan
Tonglian (Shenzhen) Technology Co., Ltd (Xieguan Tonglian) |
|
January
19, 2024 |
|
100.00%
by Carbon Zero Technologies (Hong Kong) Limited |

15 |
|
Shenzhen
Carbon Poly Digital Technology Co., Ltd (Shenzhen Digital) |
|
February
1, 2024 |
|
100.00%
by Xieguan Tonglian |

16 |
|
Shenzhen
Yize Environmental Protection Technology Co., Ltd (Shenzhen Yize) |
|
February
1, 2024 |
|
100.00%
by Xieguan Tonglian |

17 |
|
Shenzhen
Bgreen Environmental Technology Co., Ltd (Shenzhen Bgreen) |
|
February
4, 2024 |
|
100.00%
by Xieguan Tonglian |

18 |
|
Beijing
Guoxun Renewable Resources Co., Ltd (Beijing Guoxun) |
|
May
31, 2024 |
|
51.00%
by Shenzhen Digital |

19 |
|
Chuangzhiyuan
Environmental Holding (Shenzhen) Co., Ltd (Shenzhen Chuangzhiyuan) |
|
March
20,2024 |
|
65.00%
by Carbon Zero Technologies (Hong Kong) Limited |

20 |
|
Jiangxi
Qihong New Materials Technology Co., Ltd. |
|
July
15, 2024 |
|
51.00%
by Carbon Source Technologies (Hong Kong) Limited |

21 |
|
Guangdong
Bo Green Investment Co., Ltd. |
|
September
27, 2024 |
|
67.00%
by Shenzhen Chuangzhiyuan |

22 |
|
Gongqingcheng
Yadanuo Environmental Technology Co., Ltd. |
|
October
9, 2024 |
|
51.00%
by Carbon Source Technologies (Hong Kong) Limited |

23 |
|
Henan
ABGreen Environmental Protection Technology Co., Ltd. |
|
April
3, 2025 |
|
51.00%
by Carbon Source Technologies (Hong Kong) Limited |

24 |
|
Hubei
Carbon Link Recycling Technology Co., Ltd. |
|
February
24, 2025 |
|
100.00%
by Carbon Source Technologies (Hong Kong) Limited |

25 |
|
Henan
Zhicheng Industrial Park Management Co., Ltd. |
|
October
22, 2025 |
|
51.00%
by Shenzhen Yize |

26 |
|
Carbon
Baike (Beijing) Environmental Protection Technology Co., Ltd. |
|
November
13, 2025 |
|
51.00%
by Shenzhen Digital |

27 |
|
Hunan
ABGreen Environmental Technology Co. Ltd |
|
December
24, 2025 |
|
100.00%
by ABGreen Shenzhen |

28 |
|
Quanzhou
Qinghe Environmental Protection Technology Ltd. |
|
December
26, 2025 |
|
100.00%
by ABGreen Shenzhen |

29 |
|
Henan
Bolv Resources and Environment Co., Ltd. |
|
January
28, 2026 |
|
100.00%
by ABGreen Shenzhen |

30 |
|
Anhui
ABGreen Environmental Protection Technology Co., Ltd. |
|
March
3, 2026 |
|
100.00%
by ABGreen Shenzhen |

31 |
|
Shanghai
Rikewo Recycled Resources Co., Ltd. |
|
April
8, 2026 |
|
100.00%
by Zhoukou Senbo |

8 |

### EX-99.6 - EX-99.6
EX-99.6
10
ex99-6.htm
EX-99.6

Exhibit
99.6

Consent
of Ho Ka Chun

In
connection with the filing by Carbon Zero Technologies International Inc. of the Registration Statement on Form F-1 with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to
Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Carbon Zero Technologies International Inc.
in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an
exhibit to such Registration Statement and any amendments thereto.

Dated:
May 18, 2026 |
|

|
|

/s/
Ho Ka Chun |
|

Ho
Ka Chun |
|

|

### EX-99.7 - EX-99.7
EX-99.7
11
ex99-7.htm
EX-99.7

Exhibit
99.7

Consent
of Victor Ten Tian Hock

In
connection with the filing by Carbon Zero Technologies International Inc. of the Registration Statement on Form F-1 with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to
Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Carbon Zero Technologies International Inc.
in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an
exhibit to such Registration Statement and any amendments thereto.

Dated: May 18, 2026 | |

| |

/s/
Victor Ten Tian Hock | |

Victor Ten Tian Hock | |

|

### EX-99.8 - EX-99.8
EX-99.8
12
ex99-8.htm
EX-99.8

Exhibit
99.8

Consent
of Kenneth Charles Rumph

In
connection with the filing by Carbon Zero Technologies International Inc. of the Registration Statement on Form F-1 with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to
Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Carbon Zero Technologies International Inc.
in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an
exhibit to such Registration Statement and any amendments thereto.

Dated:
May 18, 2026 |
|

|
|

/s/
Kenneth Charles Rumph |
|

Kenneth
Charles Rumph |
|

|

### EX-FILING FEES - EX-FILING FEES
EX-FILING FEES

0001997182

2026-05-26
2026-05-26

0001997182

1

2026-05-26
2026-05-26

0001997182

2

2026-05-26
2026-05-26

0001997182

3

2026-05-26
2026-05-26

0001997182

1

2026-05-26
2026-05-26

0001997182

2

2026-05-26
2026-05-26

0001997182

3

2026-05-26
2026-05-26

0001997182

4

2026-05-26
2026-05-26

iso4217:USD

xbrli:pure

xbrli:shares

Calculation of Filing Fee Tables

|

F-1

|

Carbon Zero Technologies International Inc.

|

Table 1: Newly Registered and Carry Forward Securities
|

☐Not Applicable
|

|

|

Security Type

|

Security Class Title

|

Fee Calculation or Carry Forward Rule

|

Amount Registered

|

Proposed Maximum Offering Price Per Unit

|

Maximum Aggregate Offering Price

|

Fee Rate

|

Amount of Registration Fee

|

Carry Forward Form Type

|

Carry Forward File Number

|

Carry Forward Initial Effective Date

|

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

|

Newly Registered Securities
|

Fees to be Paid
|

1
|

Equity
|

Class A ordinary shares, $0.00001 par value per share, represented by ADSs
|

457(o)
|

|

|

$
46,023,000.00
|

0.0001381
|

$
6,355.78
|

|

|

|

|

Fees to be Paid
|

2
|

Equity
|

Class A ordinary shares issuable upon exercise of the Underwriter Purchase Option, represented by ADSs
|

457(o)
|

|

|

$
2,301,150.00
|

0.0001381
|

$
317.79
|

|

|

|

|

Fees to be Paid
|

3
|

Equity
|

Class A ordinary shares, $0.0001 par value per share, represented by ADSs (Selling Shareholder resale)
|

457(o)
|

|

|

$
18,000,000.00
|

0.0001381
|

$
2,485.80
|

|

|

|

|

Fees Previously Paid
|

|

|

|

|

|

|

|

|

|

|

|

|

|

Carry Forward Securities
|

Carry Forward Securities
|

|

|

|

|

|

|

|

|

|

|

|

|

|

|

|

|

Total Offering Amounts:

|

|

$
66,324,150.00

|

|

$
9,159.37

|

|

|

|

|

|

|

|

Total Fees Previously Paid:

|

|

|

|

$
0.00

|

|

|

|

|

|

|

|

Total Fee Offsets:

|

|

|

|

$
9,159.37

|

|

|

|

|

|

|

|

Net Fee Due:

|

|

|

|

$
0.00

|

|

|

|

|

Offering Note

|

1

|

American depositary shares issuable upon deposit of Class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333-284724). Each American depositary share represents four (4) Class A ordinary shares.

Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the "Securities Act"). Includes Class A ordinary shares represented by ADSs that may be purchased by the Underwriter pursuant to its option to purchase additional ADSs to cover over-allotments, if any.

Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price.

Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional shares of ordinary shares as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions.

|

|

2

|

American depositary shares issuable upon deposit of Class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333-284724). Each American depositary share represents four (4) Class A ordinary shares.

Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the "Securities Act"). Includes Class A ordinary shares represented by ADSs that may be purchased by the Underwriter pursuant to its option to purchase additional ADSs to cover over-allotments, if any.

Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price.

Pursuant to Rule 457(g) under the Securities Act, because the Registrant's Class A ordinary shares represented by ADSs underlying the Underwriter Purchase Option (defined below) are registered hereby, no separate registration fee is required with respect to the Underwriter Purchase Option registered hereby.

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act. The underwriter purchase option granted to 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 and ten percent (110%) of the public offering price of the ADSs sold in this offering (the "Underwriter Purchase Option"). As estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, the proposed maximum aggregate offering price of the Representative's underwriter purchase option is equal to 110% of $2,301,150 (which is 5% of the proposed maximum aggregate offering price of $46,023,000).

Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional shares of ordinary shares as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions.

|

|

3

|

American depositary shares issuable upon deposit of Class A ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333-284724). Each American depositary share represents four (4) Class A ordinary shares.

Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the "Securities Act"). Includes Class A ordinary shares represented by ADSs that may be purchased by the Underwriter pursuant to its option to purchase additional ADSs to cover over-allotments, if any.

Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum aggregate offering price.

Reflects the resale by the Selling Shareholders set forth herein of up to 6,000,000 Class A ordinary shares.

Pursuant to Rule 416 under the Securities Act, the securities being registered hereunder include such indeterminate number of additional shares of ordinary shares as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions.

|

|

Table 2: Fee Offset Claims and Sources
|

☐Not Applicable
|

|

|

Registrant or Filer Name
|

Form or Filing Type
|

File Number
|

Initial Filing Date
|

Filing Date
|

Fee Offset Claimed
|

Security Type Associated with Fee Offset Claimed
|

Security Title Associated with Fee Offset Claimed
|

Unsold Securities Associated with Fee Offset Claimed
|

Unsold Aggregate Offering Amount Associated with Fee Offset Claimed
|

Fee Paid with Fee Offset Source
|

Rules 457(b) and 0-11(a)(2)
|

Fee Offset Claims
|

1
|

|

F-1
|

333-280115
|

06/11/2024
|

|

$
6,228.72
|

|

|

|

|

|

Fee Offset Claims
|

2
|

|

F-1
|

333-280115
|

06/11/2024
|

|

$
2,930.65
|

|

|

|

|

|

Fee Offset Sources
|

|

Carbon Zero Technologies International Inc.
|

F-1
|

333-280115
|

|

06/11/2024
|

|

|

|

|

|

$
6,228.72
|

Fee Offset Sources
|

|

Carbon Zero Technologies International Inc.
|

F-1
|

333-280115
|

|

10/30/2024
|

|

|

|

|

|

$
5,067.61
|

Rule 457(p)
|

Fee Offset Claims
|

|

|

|

|

|

|

|

|

|

|

|

|

Fee Offset Sources
|

|

|

|

|

|

|

|

|

|

|

|

|

Explanation of the basis for claimed offset:

|

1

|

The Company previously paid $6,228.72 a maximum aggregate offering price of $42,200,000 in connection with its filing of the Registration Statement on Form F-1 (File No. 333-280115) on June 11, 2024. In accordance with Rule 457(b) under the Securities Act, the Company is using $6,228.72 of the previously paid fees to offset the filing fee payable in connection with this amendment to this Registration Statement.
|

|

2

|

The Company previously paid an additional $ 5,299.71 a maximum aggregate offering price of $ 75,300,000 in connection with its filing of the Registration Statement on Form F-1 (File No. 333-280115) on October 30, 2024. In accordance with Rule 457(b) under the Securities Act, the Company is using $5,299.71 of the previously paid fees to offset the filing fee payable in connection with this amendment to this Registration Statement.
|

|

Table 3: Combined Prospectuses
|

☑Not Applicable
|

|

Security Type

|

Security Class Title

|

Amount of Securities Previously Registered

|

Maximum Aggregate Offering Price of Securities Previously Registered

|

Form Type

|

File Number

|

Initial Effective Date

|

|

|

|

|

|

|

|

|