城道通环保科技美股招股说明书(2024-04-18版)

PROSPECTUS We are offering 1,500,000 ordinary shares. This is the initial public offering of ordinary shares of CDTEnvironmental Technology Investment Holdings Limited, a Cayman Islands holding company. Theoffering price of our ordinary shares in this offering is $4.00 per share. Prior to this offering, there has beenno public market for our ordinary shares. Our ordinary shares have been approved for listing on the Nasdaq Capital Market under the symbol“CDTG.” Investing in our ordinary shares is highly speculative and involves a high degree of risk. We, CDT Environmental Technology Investment Holdings Limited, are a Cayman Islandsholdingcompany,not an operating company,with all of our operations conducted by oursubsidiaries in the PRC, and this structure involves unique risks to investors. These risks arediscussed more fully in “Risk Factors” beginning on page 13. We are not a PRC operating company.Investors purchasing ordinary shares in this offering would be purchasing ordinary shares of CDTEnvironmental Technology Investment Holdings Limited, the Cayman Islands holding company, notthe PRC operating companies. Investors may never hold direct equity interests in the PRC operatingcompanies. We currently conduct all of our operations in, and all of our revenue is generated in, the PRCthrough our subsidiaries. Accordingly, changes in economic, political, and legal environments in thePRC can significantly affect our business, including financial condition, results of operations, andbusiness prospects. The Chinese government may exercise significant oversight and discretion overthe conduct of our business and may intervene in or influence our operations at any time, whichcould result in a material change in our operations and/or the value of our ordinary shares. Policies, regulations, rules, and the enforcement of laws of the Chinese government can havesignificant effects on economic conditions in the PRC and therefore, corporate profitability. Our profitability in the PRC may be adversely affected by changes in policies, regulations, rules, and theenforcement of laws by the Chinese government, which changes may be announced or implementedwith little or no advance notice. Recent statements by the Chinese government have indicated an intent to exert more oversightand control over offerings that are conducted overseas and/or foreign investments in China basedissuers.On February 17,2023,the China Securities Regulatory Commission,or the CSRC,announced the Circular on the Administrative Arrangements for Filing of Securities Offering andListing By Domestic Companies, or the Circular, and released a set of new regulations which consistsof the Trial Administrative Measures of Overseas Securities Offering and Listing by DomesticCompanies, or the Trial Measures, and five supporting guidelines. The Trial Measures came intoeffect on March 31, 2023. The Trial Measures refine the regulatory system by subjecting both directandindirect overseas offering and listing activities to the CSRC filing-based administration.Requirements for filing entities, time points and procedures are specified. A PRC domestic companythat seeks to offer and list securities in overseas markets shall fulfill the filing procedure with theCSRC per the requirements of the Trial Measures. Where a PRC domestic company seeks toindirectly offer and list securities in overseas markets, the issuer shall designate a major domesticoperating entity, which shall, as the domestic responsible entity, file with the CSRC. The TrialMeasures also lay out requirements for the reporting of material events. Breaches of the TrialMeasures, such as offering and listing securities overseas without fulfilling the filing procedures, shallbear legal liabilities, including a fine between RMB 1.0 million (approximately $150,000) and RMB10.0 million (approximately $1.5 million), and the Trial Measures heighten the cost for offenders byenforcing accountability with administrative penalties and incorporating the compliance status ofrelevant market participants into the Securities Market Integrity Archives. The Trial Measures provide that if an issuer meets both of the following conditions, the overseassecurities offering and listing conducted by such issuer will be determined as an indirect overseasoffering and listing which shall be subject to the filing procedure set forth under the Trial Measures:(i) 50%or more of the issuer’s operating revenue,total profit,total assets or net assets asdocumented in its audited consolidated financial statements over the same period for the most recentaccounting year is accounted for by domestic companies; and (ii) the main parts of the issuer’sbusiness activities are conducted in the PRC, or its main places of business are located in the PRC, orthe senior managers in charge of its business operation and management are mostly Chinese citizensor domiciled in the PRC. As confirmed by our PRC counsel, this offering is an indirect overseasoffer