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2023/2/15https:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htmhttps:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htm1/214F-1 1 ff12023_hardentech.htm REGISTRATION STATEMENTAs filed with the Securities and Exchange Commission on February 14,2023Registration No.333-_UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_FORM F-1REGISTRATION STATEMENTUNDER THE SECURITIES ACT OF 1933_Harden Technologies Inc.(Exact Name of Registrant as Specified in its Charter)_British Virgin Islands 3559 Not applicable(State or Other Jurisdiction ofIncorporation or Organization)(Primary Standard IndustrialClassification Code Number)(I.R.S.Employer Identification Number)_Building 8,No.6 Jingye RoadTorch Development ZoneZhongshan CityPR China 52840086-760-89935422 Vcorp Agent Services,Inc.25 Robert Pitt Dr.,Suite 204Monsey,New York 10952(888)528-2677(Address,including zip code,andtelephone number,including area code,of principalexecutive offices)(Name,address,including zip code,andtelephone number,including area code,of agent forservice)_Copies to:Bradley A.Haneberg,Esq.Haneberg Hurlbert PLC1111 East Main StreetSuite 2010Richmond,Virginia 23220Telephone:804-554-4941 Fang Liu,Esq.VC Law LLP1945 Old Gallows RoadSuite 630Vienna,Virginia 22182Telephone:(301)760-7393_Approximate date of commencement of proposed sale to the public:As soonas practicable after this Registration Statement becomes effective.If any of the securities being registered on this Form are to be offered on adelayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,check the following box.If this Form is filed to register additional securities for an offering pursuantto Rule 462(b)under the Securities Act,check the following box and list theSecurities Act registration statement number of the earlier effective registrationstatement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(c)underthe Securities Act,check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the sameoffering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)underthe Securities Act,check the following box and list the Securities Act registrationstatement number of the earlier effective registration statement for the sameoffering.Indicate by check mark whether the registrant is an emerging growth company asdefined in Rule 405 of the Securities Act of 1933.Emerging growth company If an emerging growth company that prepares its financial statements inaccordance with U.S.GAAP,indicate by check mark if the registrant has elected notto use the extended transition period for complying with any new or revised financialaccounting 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 theFinancial Accounting Standards Board to its Accounting Standards Codification after April 5,2012.The registrant hereby amends this Registration Statement on such dateor dates as may be necessary to delay its effective date until the2023/2/15https:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htmhttps:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htm2/214registrant shall file a further amendment which specifically states thatthis Registration Statement shall thereafter become effective in accordancewith Section 8(a)of the Securities Act of 1933,as amended,or until theRegistration Statement shall become effective on such date as theSecurities and Exchange Commission,acting pursuant to such Section 8(a),may determine.2023/2/15https:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htmhttps:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htm3/214Table of ContentsThe information in this prospectus is not complete and may be changed.Wemay not sell these securities until the registration statement filed withthe Securities and Exchange Commission is effective.This prospectus is notan offer to sell these securities and is not soliciting an offer to buythese securities in any state or other jurisdiction where the offer or saleis not permitted.PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION,DATED FEBRUARY 14,20232,500,000 Ordinary SharesHarden Technologies Inc.This is the initial public offering of Harden Technologies Inc.We expect theinitial public offering price will be between$5.00 to$7.00 per ordinary share.Nopublic market currently exists for our ordinary shares.We have applied for approvalof the listing our ordinary shares on the Nasdaq Capital Market and have reserved thesymbol“HARD”for such listing for the ordinary shares we are offering.We believethat upon the completion of the offering contemplated by this prospectus,we willmeet the standards for listing on the Nasdaq Capital Market.We cannot guarantee thatwe will be successful in listing our securities on Nasdaq;however,we will notcomplete this offering unless we are so listed.We are an“emerging growth company,”as that term is used in theJumpstart Our Business Startup Act of 2012(the“JOBS Act”),and will besubject to reduced public company reporting requirements.See“ProspectusSummary Implications of Being an Emerging Growth Company”and“RiskFactors We are an emerging growth company,and we cannot be certainif choosing to elect the reduced reporting requirements applicable toemerging growth companies will make our ordinary shares less attractive toinvestors.”Investing in our ordinary shares involves significant risks.See“RiskFactors”beginning on page 21 of this prospectus for a discussion ofinformation that should be considered before making a decision to purchaseour ordinary shares.We are a holding company incorporated in the British Virgin Islands.As a holdingcompany with no material operations of our own,we conduct a substantial majority ofour operations through our subsidiaries in the PRC.The ordinary shares offered inthis offering are shares of the British Virgin Islands holding company.Investors ofour ordinary shares should be aware that they may never directly hold equityinterests in our subsidiaries in the PRC.As all our operations are conducted in China through our subsidiaries,theChinese government may exercise significant oversight and discretion over the conductof our business and may intervene in or influence our operations at any time.Suchgovernmental actions:could result in a material change in our operations;could hinder our ability to continue to offer securities to investors;and may cause the value of our securities to significantly decline or beworthless.Recent statements by the Chinese government have indicated an intent to exertmore oversight and control over offerings that are conducted overseas and/or foreigninvestments in China based issuers.Any future action by the Chinese governmentexpanding the categories of industries and companies whose foreign securitiesofferings are subject to government review could significantly limit or completelyhinder our ability to offer or continue to offer securities to investors and couldcause the value of such securities to significantly decline or be worthless.Recently,the PRC government initiated a series of regulatory actions and madeseveral public statements on the regulation of business operations in China withlittle advance notice,including cracking down on illegal activities in thesecurities market,enhancing supervision over China-based companies listed overseasusing a variable interest entity structure,adopting new measures to extend the scopeof cybersecurity reviews,and expanding efforts in anti-monopoly enforcement.Webelieve that we are not directly subject to these regulatory actions or statements,as we do not have a variable interest entity structure and our business does notinvolve the collection of user data,implicate cybersecurity,or involve any othertype of restricted industry.As these statements and regulatory actions are new,however,it is highly uncertain how soon legislative or administrative regulationmaking bodies in China will respond to them,or what existing or new laws or2023/2/15https:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htmhttps:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htm4/214regulations will be modified or promulgated,if any,or the potential impact suchmodified or new laws and regulations will have on our daily business operations orour ability to accept foreign investments and list on an U.S.exchange.2023/2/15https:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htmhttps:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htm5/214Table of ContentsOur ordinary shares may be prohibited to trade on a national exchange or in theover-the-counter trading market in the United States under the Holding ForeignCompanies Accountable Act(the“HFCA Act”)and the Accelerating Holding ForeignCompanies Accountable Act(the“AHFCA Act”)if the Public Company AccountingOversight Board(United States)(the“PCAOB”)determines that it cannot inspect orfully investigate our auditors for two consecutive years beginning in 2021.As aresult,an exchange may determine to delist our securities.Additionally,oursecurities may be prohibited from trading if our auditor cannot be fully inspected asmore stringent criteria have been imposed by the SEC and the PCAOB recently.OnDecember 2,2021,the SEC issued amendments to finalize rules implementing thesubmission and disclosure requirements in the HFCA Act,which became effective onJanuary 10,2022.The rules apply to registrants that the SEC identifies as havingfiled an annual report with an audit report issued by a registered public accountingfirm that is located in a foreign jurisdiction and that the PCAOB is unable toinspect or investigate completely because of a position taken by an authority inforeign jurisdictions.For example,on December 16,2021,the PCAOB issued a reporton its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong,because of positions taken by PRC authorities in those jurisdictions.On December 15,2022,however,the PCAOB vacated its previous 2021 determinations that the PCAOB wasunable to inspect or investigate completely registered public accounting firmsheadquartered in mainland China and Hong Kong.As of the date of the prospectus,theCompanys auditor,Friedman LLP,headquartered in New York,New York,with nobranches or offices outside the United States,has been inspected by the PCAOB on aregular basis,with the last inspection in August 2020.As a result,we do not expectto be identified as a“Commission Identified Issuer”under the HFCA as of thedate of this prospectus.Friedman LLP was merged with Marcum LLP on September 1,2022and filed its application to withdraw the PCAOB registration on December 30,2022.However,whether the PCAOB will continue to be able to satisfactorily conductinspections of PCAOB-registered public accounting firms headquartered in mainlandChina and Hong Kong is subject to uncertainties and depends on a number of factorsout of our and our auditors control.The PCAOB continues to demand complete accessin mainland China and Hong Kong moving forward and is making plans to resume regularinspections in early 2023 and beyond,as well as to continue pursuing ongoinginvestigations and initiate new investigations as needed.While our auditor is basedin the U.S.and is registered with PCAOB and subject to PCAOB inspection,in theevent it is later determined that the PCAOB is unable to inspect or investigatecompletely our auditor because of a position taken by an authority in a foreignjurisdiction,then such inability could cause trading in our securities to beprohibited under the HFCA Act and the AHFCA Act,and ultimately result in adetermination by a securities exchange to delist our securities.If trading in ourordinary shares is prohibited under the HFCA Act and the AHFCA Act in the futurebecause the PCAOB determines that it cannot inspect or fully investigate our auditorat such future time,Nasdaq may determine to delist our ordinary shares,which maycause the value of our securities to decline or become worthless.See.“RiskFactors Our ordinary shares may be prohibited from being trading on and wouldrequire delisting from a national exchange under the HFCA Act and the AHFCA Act ifthe PCAOB is unable to inspect our auditors for two consecutive years beginning in2021.The delisting of our ordinary shares,or the threat of their being delisted,may materially and adversely affect the value of your investment.”Cash dividends,if any,on our ordinary shares will be paid in U.S.dollars.Asof the date of this prospectus,(1)no cash transfers nor transfers of other assetshave occurred among the Company,and its subsidiaries,except that we transferred$12,990 from Harden International to WFOE as a working capital loan during the yearended December 31,2021,(2)no dividends nor distributions have been made by asubsidiary,and(3)the Company has not paid any dividends nor made any distributionsto U.S.investors.We intend to keep any future earnings to finance the expansion ofour business,and we do not anticipate that any cash dividends will be paid in theforeseeable future,or any funds will be transferred from one entity to another.Assuch,we have not installed any cash management policies that dictate how funds aretransferred among Harden,its subsidiaries,or investors.For further details,pleaserefer to the consolidated financial statements included elsewhere in thisregistration statement of which this prospectus is a part.Under British VirginIslands law,the directors of the Company may,by resolution of directors,authorizea dividend by the Company to the members at such time and of such an amount,as thedirectors think fit if they are satisfied,or reasonable grounds,that the companywill,immediately after the payment of the dividend,satisfy the solvency test.A BVIcompany satisfies the solvency test if(a)the value of the companys assets exceedsits liabilities,and(b)the company is able to pay its debts as they fall due.Our business belongs to the waste management and recycling equipmentmanufacturing industry in China,which does not involve the collection of user data,implicate cybersecurity,or involve any other type of restricted industry.Based onthe advice of our PRC counsel,King&Wood Mallesons,and our understanding ofcurrently 2023/2/15https:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htmhttps:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htm6/214Table of Contentsapplicable PRC laws and regulations,our registered public offering in the U.S.isnot subject to the review or prior approval of the Cyberspace Administration of China(the“CAC”)or the China Securities Regulatory Commission(the“CSRC”).Uncertainties still exist,however,due to the possibility that laws,regulations,orpolicies in the PRC could change rapidly in the future.Any future action by the PRCgovernment expanding the categories of industries and companies whose foreignsecurities offerings are subject to review by the CSRC or the CAC could significantlylimit or completely hinder our ability to offer or continue to offer securities toinvestors and could cause the value of such securities to significantly decline or beworthless.Neither the Securities and Exchange Commission nor any state securitiescommission has approved or disapproved of these securities or passed uponthe accuracy or adequacy of this prospectus.Any representation to thecontrary is a criminal offense.Per Share Total WithoutOver-Allotment Option Total WithOver-Allotment OptionInitial public offering price(1)$6.00$15,000,000$17,250,000Underwriting discounts andcommissions(2)$0.39$975,000$1,121,250Proceeds to us,before expenses$5.61$14,025,000$16,128,750_(1)Initial public offering price is assumed to be$6.00 per ordinary share,which is the midpointof the range set forth on the cover page of this prospectus.(2)See“Underwriting”for more information regarding underwriting compensation.Excludes feesand expenses payable to our underwriters.We expect our total cash expenses for this offering(including cash expensespayable to our underwriters for their out-of-pocket expenses)to be approximately$1,400,000,exclusive of the above discounts and commissions.In addition,we willpay additional items of value in connection with this offering that are viewed by theFinancial Industry Regulatory Authority,(“FINRA”),as underwriting compensation.These payments will further reduce proceeds available to us before expenses.See“Underwriting.”This offering is being conducted on a firm commitment basis.The underwriters areobligated to take and pay for all of the ordinary shares,if any such shares aretaken.We have granted the underwriters an option for a period of forty-five(45)days after the closing of this offering to purchase up to 15%of the total number ofour ordinary shares to be offered by us pursuant to this offering(excluding sharessubject to this option),solely for the purpose of covering over-allotments,at theinitial public offering price less the underwriting discounts and commissions.If theunderwriters exercise the option in full and originate all investors in the offering,the total underwriting discounts and commissions payable will be$1,121,250 based onan assumed initial public offering price of$6.00 per ordinary share(the midpoint ofthe price range set forth on the cover page of this prospectus),and the total grossproceeds to us,before underwriting discounts and commissions and expenses,will be$17,250,000.If we complete this offering,net proceeds will be delivered to us onthe closing date.We will not be able to use such proceeds in China,however,untilwe complete capital contribution procedures which require prior approval from each ofthe respective local counterparts of Chinas Ministry of Commerce,the StateAdministration for Market Regulation,and the State Administration of ForeignExchange.See remittance procedures in the section titled“Use of Proceeds”beginning on page 49.We have agreed to issue to the underwriter ordinary share purchase warrants,exercisable from the date of commencement of sales of this offering for a period ofthree years after such date,to purchase ordinary shares equal to 5%of the totalnumber of ordinary shares sold in this offering,exercisable at a per share priceequal to 125%of the public offering price(the“Warrants”).The registrationstatement of which this prospectus is a part covers the ordinary shares issuable uponthe exercise thereof.The underwriters expect to deliver the ordinary shares to purchasers in thisoffering on or about March _,2023.US Tiger Securities,Inc.Prospectus dated,2023 2023/2/15https:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htmhttps:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htm7/214Table of ContentsTABLE OF CONTENTS PagePROSPECTUS SUMMARY 1RISK FACTORS 21FORWARD-LOOKING STATEMENTS 48USE OF PROCEEDS 49DIVIDEND POLICY 50EXCHANGE RATE INFORMATION 51CAPITALIZATION 52DILUTION 53POST-OFFERING OWNERSHIP 54MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS 55CORPORATE HISTORY AND STRUCTURE 70OUR BUSINESS 72REGULATIONS 82MANAGEMENT 93RELATED PARTY TRANSACTIONS 102PRINCIPAL SHAREHOLDERS 105DESCRIPTION OF SHARES 107SHARES ELIGIBLE FOR FUTURE SALE 116TAX MATTERS APPLICABLE TO U.S.HOLDERS OF OUR ORDINARY SHARES 118ENFORCEABILITY OF CIVIL LIABILITIES 125UNDERWRITING 126EXPENSES RELATED TO THIS OFFERING 130LEGAL MATTERS 131EXPERTS 131INTERESTS OF NAMED EXPERTS AND COUNSEL 131DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION 131WHERE YOU CAN FIND MORE INFORMATION 131INDEX TO FINANCIAL STATEMENTS F-1Through and including,2023(25 days after the commencement ofthis offering),all dealers effecting transaction in these securities,whether or not participating in this offering,may be required to deliver aprospectus.This delivery requirement is in addition to the obligation ofdealers to deliver a prospectus when acting as underwriters and withrespect to their unsold allotments or subscriptions.You should rely only on the information contained in this prospectus and any freewriting prospectus we may authorize to be delivered to you.We have not,and theunderwriters have not,authorized anyone to provide you with information differentfrom,or in addition to,that contained in this prospectus and any related freewriting prospectus.We and the underwriters take no responsibility for,and canprovide no assurances as to the reliability of,any information that others may giveyou.This prospectus is not an offer to sell,nor is it seeking an offer to buy,these securities in any jurisdiction where the offer or sale is not permitted.Theinformation contained in this prospectus is only accurate as of the date of thisprospectus,regardless of the time of delivery of this prospectus and any sale of ourordinary shares.Our business,financial condition,results of operations andprospects may have changed since that date.For investors outside the United States:Neither we nor the underwriters havedone anything that would permit this offering or possession or distribution of thisprospectus in any jurisdiction,other than the United States,where action for thatpurpose is required.Persons outside the United States who come into possession ofthis prospectus must inform themselves about,and observe any restrictions relatingto,the offering of the ordinary shares and the distribution of this prospectusoutside the United States.i2023/2/15https:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htmhttps:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htm8/214Table of ContentsWe are incorporated under the laws of the British Virgin Islands as a companylimited by shares,and a majority of our outstanding securities are owned by non-U.S.residents.Under the rules of the U.S.Securities and Exchange Commission(the“SEC”)we currently qualify for treatment as a“foreign private issuer.”As aforeign private issuer,we will not be required to file periodic reports andfinancial statements with the SEC as frequently or as promptly as domesticregistrants whose securities are registered under the Securities Exchange Act of1934,as amended(the“Exchange Act”).ii2023/2/15https:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htmhttps:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htm9/214Table of ContentsPROSPECTUS SUMMARYThis summary highlights certain information contained elsewhere in thisprospectus.You should read the entire prospectus carefully,including ourconsolidated financial statement and related notes,and especially the risksdescribed under“Risk Factors”beginning on page 21 hereof.We note that ouractual results and future events may differ significantly based upon a number offactors.The reader should not put undue reliance on the forward-looking statementsin this document,which speak only as of the date on the cover of this prospectus.Our CompanyHarden is a waste management and recycling equipment manufacturer in China,specializing in the manufacture of customized industrial shredders and materialsorting machines and production lines.We were founded on May 10,2010 by ourchairman of the board of directors,director and chief executive officer,Mr.Jiawen Miao.We are located in Zhongshan City in Chinas Guangdong Province.Wecurrently employ 237 people on a full time basis 20 people in managementpositions;31 in sales and marketing positions;29 in research and developmentpositions;35 people in technical engineering positions;26 in after-sale servicepositions and 96 in manufacturing and installation positions.Industry and Market BackgroundAccording to Grand View Research,an international market research company,theglobal industrial recycling equipment market size was estimated at$852 million in2019 and is anticipated to reach$1.3 billion by 2027,expanding at a compoundannual growth rate(“CAGR”)of 5.8%.The Asia Pacific regions market is forecastto exceed$450 million by 2025,with China as a major revenue earner.We expect growing awareness pertaining to the economic and environmentalbenefits of recycled processed materials to significantly impact our market.Inaddition,we expect growing concerns over the increasing carbon footprint alongwith rising government efforts in numerous countries in order to promote recyclingof material to create significant opportunities for manufacturers.Industrialrecycling equipment plays a significant role in this process.Scrap materialsincluding discarded electrical and electronic goods,automobile parts,paper,andconstruction materials are collected from numerous sources for further processing.Industrial recycling equipment,including baler presses,granulators,shredders,and shears are then used to reduce the shape and size of the waste materials,whichare further used for recycling.Due to the increasing awareness towards the sustainable advantages and benefitsof reusing and recycling waste materials,we believe the end-use utilization ofrecycled materials will further benefit the industry.We anticipate that recycledmaterial such as steel,iron,plastic,rubber,and concrete in the industriesincluding automotive,electrical and electronics,building and construction,andpackaging will drive the market.Our ProductsWe manufacture industrial shredders and waste sorting equipment for wastemanagement and material recycling industries.We create equipment for customersaccording to their requirements depending upon applications and needs.Samples of our industrial recycling equipment include the following:Single Shaft Shredders Single shaft shredders are often referred to asgrinders and efficiently shred large quantities of materials unattended.Dual Shaft Shredders Dual shaft industrial shredders have oppositerotating rotors that pull the material between the two rotors.In a dual-shaftshredder,the cutters or knives cut the material when it passes over the cutter andthe opposing counter-knife.Quad Shaft Shredders Quad shaft shredders can shred a wide-range ofmaterials and produce a consistent small material.Quad shaft shredders are able toshred and recirculate material within the machine until it is reduced to the propersize to pass through a filtering screen.12023/2/15https:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htmhttps:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htm10/214Table of ContentsPrimary Shredders Primary shredders allow for the reduction of toughmaterials and are made with a hydraulic transmission.The shredders can be adjustedto different sizes to obtain the desired size of the shredded product.Mobile Shredders Mobile shredders are equipped with the same shreddingunits as stationary shredders.However,different mobile shredder models are builteither on crawlers or a trailer,which makes them easy to move at a production siteor transport between sites when needed.Granulators Granulators turn materials into flakes or granules,which canbe sold as raw material for remanufacturing.Disk Screens Disk screens are used to separate waste according to piecesize.Air Separators Air separators employ blowers and other mechanisms toseparate lighter fractions of recyclable material.Our Competitive StrengthsWe believe the following competitive strengths differentiate us from ourcompetitors and contribute to our ongoing success.Focus on technology and research and development.We believe weemploy a strong research and development team.We own 93 patents that we utilize inthe production of our products,and we are committed to researching and developingnew industrial recycling equipment,and an additional 36 patents that are pendingapproval.Ability to Grow Our Brand Awareness.We believe that the Harden brandis a well-known,respected global brand in our industry.Our brand name and imageare integral to the growth of our business and to the implementation of ourstrategies for expanding our business.Strong Cash Flow Management.We believe that our cash flow management,driven by our low accounts receivable balance as compared to our competitors,allows us to compete effectively in a rapidly changing and increasingly complexChinese market.Effective quality control.In every step,we have fully trained,experienced and skilled employees that are working in concert to ensure the qualityof our industrial recycling equipment.Experienced Management Team and Personnel with a Demonstrated TrackRecord.Our management team,led by our chairman of the board,director andchief executive officer,Mr.Jiawen Miao,has extensive industry experience and ademonstrated track record of developing new products,adapting to changing marketconditions,and managing manufacturing companies.Pricing strategy.We strive to provide our customers with the best valueproposition by offering our industrial recycling equipment at competitive prices onour platform.Our Challenges and RisksWe recommend that you consider carefully the risks discussed below and underthe heading“Risk Factors”beginning on page 21 of this prospectus beforepurchasing our ordinary shares.If any of these risks occur,our business,prospects,financial condition,liquidity,results of operations and ability tomake distributions to our shareholders could be materially and adversely affected.In that case,the trading price of our ordinary shares could decline and you couldlose some or all of your investment.These risks include,among others,thefollowing:You may experience difficulties in effecting service of legal process,enforcing foreign judgments or brining actions in China against us or ourmanagement named in the prospectus based on foreign laws;We must remit the offering proceeds to China before they may be used tobenefit our business in China,this process may take a number of monthsand we will be unable to use the proceeds to grow our business in themeantime.We face a wide range of competition that could affect our ability tooperate profitably,and we believe that our European competitors aresearching for opportunities to enter the China market;22023/2/15https:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htmhttps:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htm11/214Table of Contents If we become directly subject to the recent scrutiny,criticism andnegative publicity involving U.S.-listed China-based companies,we mayhave to expend significant resources to investigate and resolve the matterwhich could harm our business operations,this offering and our reputationand could result in a loss of your investment in our shares,especially ifsuch matter cannot be addressed and resolved favorably;Introduction of new laws and regulations or changes to existing laws andregulations by the Chinese government may occur quickly with littleadvance notice,and such new laws,regulations or changes thereto mayadversely affect our business;Our ordinary shares may be prohibited from being traded on and wouldrequire delisting from a national exchange under the HFCA Act and theAHFCA Act if the PCAOB is unable to inspect our auditors for twoconsecutive years beginning in 2021.Our auditor is currently subject toPCAOB inspections,and the PCAOB is able to inspect our auditor.Additionally,our securities may be prohibited from trading if our auditorcannot be fully inspected as more stringent criteria have been imposed bythe SEC and the PCAOB recently.On December 2,2021,the SEC issuedamendments to finalize rules implementing the submission and disclosurerequirements in the HFCA Act,which became effective on January 10,2022.The rules apply to registrants that the SEC identifies as having filed anannual report with an audit report issued by a registered publicaccounting firm that is located in a foreign jurisdiction and that thePCAOB is unable to inspect or investigate completely because of a positiontaken by an authority in foreign jurisdictions.Any decline in the availability or increase in the cost of raw materials,including steel and copper,could materially impact our earnings;We are an“emerging growth company,”and we cannot be certain ifchoosing to elect the reduced reporting requirements applicable toemerging growth companies will make our ordinary shares less attractive toinvestors;and The novel coronavirus could have a material adverse impact upon ourbusiness,results of operations,financial condition,cash flows orliquidity.Our StrategiesWe intend to increase our revenue and market share by expanding ourbusiness network internationally.In the short term,we intend to increaseour revenue and market share by expanding our business network to other provincesin China.Over the long term,however,we believe that significant businessopportunities exist outside of China particularly in the United States andEurope.Pursue Strategic Acquisitions.We intend to continue to pursue expansionopportunities in existing and new markets,as well as in core and adjacentcategories through strategic acquisitions.Market Opportunity.Chinas 14th Five Year Plan(2021-2025)promotes thereduction on the reliance on foreign technology and dependence on importedresources,and to increase industrial modernization and technological innovation.We plan to capitalize on the opportunities presented by the 14th Five Year Plan byassisting in the recycling and reuse of materials along with lowering wastedisposal fees of our existing and potential customers through the use of ourshredder equipment.Continue to develop new products.We are committed to researching anddeveloping new products according to market trends.Target the solid waste management and recycling industrymarket.According to IBISWorld,an international market research company,thesolid waste recycling industry in China has developed rapidly over the past fiveyears and industry revenue is expected to increase at an annualized 9.6%over thefive years through 2022,to$25.2 billion.In addition to the China market,theglobal waste management market is also growing at a rapid rate in both developedand developing countries.According to Allied Market Research,a market researchcompany based in the US,global waste management market is expected to grow fromapproximately$1.6 trillion in 2020 to approximately$2.5 trillion by 2030,growingat a CAGR of 3.4%.As a result of such growth,Allied Market Research alsodetermined that the global waste management equipment market,in which we compete,will increase from$45.75 billion in 2019 to$55.63 billion by 2027,growing at aCAGR of 4.1%.32023/2/15https:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htmhttps:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htm12/2142023/2/15https:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htmhttps:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htm13/214Table of ContentsForeign Private Issuer StatusWe are incorporated in the British Virgin Islands,and more than 50 percent ofour outstanding voting securities are not directly or indirectly held by residentsof the United States.Therefore,we are a“foreign private issuer”as defined inRule 405 under the Securities Act and Rule 3b-4(c)under the Exchange Act.As aresult,in accordance with the rules and regulations of The Nasdaq Stock Market,wemay comply with home country governance requirements and certain exemptionsthereunder rather than complying with Nasdaq corporate governance standards.We maychoose to take advantage of the following exemptions afforded to foreign privateissuers:Exemption from filing quarterly reports on Form 10-Q,from filing proxysolicitation materials on Schedule 14A or 14C in connection with annual orspecial meetings of shareholders,or from providing current reports onForm 8-K disclosing significant events within four(4)days of theiroccurrence,and from the disclosure requirements of Regulation FD.Exemption from Section 16 rules regarding sales of ordinary shares byinsiders,which will provide less data in this regard than shareholders ofU.S.companies that are subject to the Exchange Act.Exemption from the Nasdaq rules applicable to domestic issuers requiringdisclosure within four(4)business days of any determination to grant awaiver of the code of business conduct and ethics to directors andofficers.Although we will require board approval of any such waiver,wemay choose not to disclose the waiver in the manner set forth in theNasdaq rules,as permitted by the foreign private issuer exemption.Exemption from the requirement that our board of directors have acompensation committee that is composed entirely of independent directorswith a written charter addressing the committees purpose andresponsibilities.Exemption from the requirements that director nominees are selected,orrecommended for selection by our board of directors,either by(i)independent directors constituting a majority of our board ofdirectors or independent directors in a vote in which only independentdirectors participate,or(ii)a committee comprised solely of independentdirectors,and that a formal written charter or board resolution,asapplicable,addressing the nominations process is adopted.Furthermore,Nasdaq Rule 5615(a)(3)provides that a foreign private issuer,such as us,may rely on our home country corporate governance practices in lieu ofcertain of the rules in the Nasdaq Rule 5600 series and Rule 5250(d),provided thatwe nevertheless comply with Nasdaqs Notification of Noncompliance requirement(Rule 5625),the Voting Rights requirement(Rule 5640)and that we have an auditcommittee that satisfies Rule 5605(c)(3),consisting of committee members that meetthe independence requirements of Rule 5605(c)(2)(A)(ii).If we rely on our homecountry corporate governance practices in lieu of certain of the rules of Nasdaq,our shareholders may not have the same protections afforded to shareholders ofcompanies that are subject to all of the corporate governance requirements ofNasdaq.If we choose to do so,we may utilize these exemptions for as long as wecontinue to qualify as a foreign private issuer.Although we are permitted to follow certain corporate governance rules thatconform to British Virgin Island requirements in lieu of many of the Nasdaqcorporate governance rules,we intend to comply with the Nasdaq corporategovernance rules applicable to foreign private issuers,including the requirementto hold annual meetings of shareholders.Corporate InformationOur principal executive office is located at Xingda Street,Torch DevelopmentZone,Zhongshan City,Guangdong Province,528400,PR China.Our telephone number is86-760-89935422.Our registered office in the British Virgin Islands is located atthe office of Vistra Corporate Services Centre,Wickhams Cay II,Road Town,Tortola,British Virgin Islands,VG 1110.Our agent for service of process in the United States is Vcorp Agent Services,Inc.25 Robert Pitt Dr.,Suite 204,Monsey,New York 10952.Our websites arelocated at www.industrial-shredder.info and.Information containedon,or that can be accessed through,our website is not a part of,and shall not beincorporated by reference into,this prospectus.42023/2/15https:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htmhttps:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htm14/214Table of ContentsCorporate StructureHarden Technologies Inc(“Harden”).We formed Harden TechnologiesInc.,our British Virgin Islands holding company,on April 8,2021.Harden International Limited(“Harden International”)We formedHarden International,our wholly-owned Hong Kong subsidiary,on April 20,2021.Harden International solely serves as a holding company for WOFE.Harwell Technologies Ltd.(“WFOE”)We formed WFOE,our principaloperating company in China and wholly-owned subsidiary of Harden International,onMay 13,2021.WFOE solely serves as a holding company for Harden Machinery.Harden Machinery Ltd.(“Harden Machinery”)We formed HardenMachinery,our former operating company in China and wholly-owned subsidiary ofWFOE on May 10,2010.Its business scope includes the design and manufacture ofcustomized industrial recycling equipment.Dr.Shredder Technologies Ltd.(“Dr.Shredder”)Dr.Shredder is acompany incorporated on September 29,2017 in China and is a 55%owned subsidiaryof Harden Machinery.The remaining 45%of Dr.Shredder is owned by three formeremployees of Harden.Dr.Shredder is engaged in the manufacture and sale of smalland medium-sized industrial shredders and data destruction shredders.52023/2/15https:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htmhttps:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htm15/214Table of ContentsAs used herein the term“China Operating Companies”shall refer to WFOE,Harden Machinery and Dr.Shredder.Implications of Being an Emerging Growth CompanyAs a company with less than$1.07 billion in revenue during our last fiscalyear,we qualify as an“emerging growth company”as defined in the Jobs Act,andwe are eligible to take advantage of certain exemptions from various reportingrequirements that are applicable to other public companies that are not“emerginggrowth companies,”including but not limited to,being permitted to present onlytwo years of audited financial statements and only two years of relatedManagements Discussion and Analysis of Financial Condition and Results ofOperations in our filings with the SEC,not being required to comply with theauditor attestation requirements of Section 404 of the Sarbanes-Oxley Act,reduceddisclosure obligations regarding executive compensation in our periodic reports andproxy statements,and exemptions from the requirements of holding a non-bindingadvisory vote on executive compensation and stockholder approval of any goldenparachute payments not previously approved.We have not decided whether to takeadvantage of any or all of these exemptions.If we do take advantage of any ofthese exemptions,we do not know if some investors will find our ordinary sharesless attractive as a result.The result may be a less active trading market for ourordinary shares and the price of our ordinary shares may be more volatile.In addition,Section 107 of the JOBS Act also provides that an“emerginggrowth company”can take advantage of the extended transition period provided inSection 7(a)(2)(B)of the Securities Act of 1933,as amended(the“SecuritiesAct”),for complying with new or revised accounting standards.In other words,an“emerging growth company”can delay the adoption of certain accounting standardsuntil those standards would otherwise apply to private companies.However,we arechoosing to“opt out”of such extended transition period,and as a result,we willcomply with new or revised accounting standards on the relevant dates on whichadoption of such standards is required for non-emerging growth companies.Section 107 of the JOBS Act provides that our decision to opt out of the extendedtransition period for complying with new or revised accounting standards isirrevocable.We will remain an“emerging growth company”until the earliest of(i)thelast day of the first fiscal year in which our annual gross revenues exceed US$1.07billion,(ii)the last day of our fiscal year following the fifth anniversary ofthe completion of this offering;(iii)the date that we become a“largeaccelerated filer”as defined in Rule 12b-2 under the Exchange Act,which wouldoccur if the market value of our ordinary shares that is held by non-affiliatesexceeds$700 million as of the last business day of our most recently completedsecond fiscal quarter,or(iv)the date on which we have issued more than$1billion in non-convertible debt during the preceding three year period.Implications of the HFCA ActOur ordinary shares may be prohibited to trade on a national exchange or in theover-the-counter trading market in the United States under the HFCA Act and theAHFCA Act if the PCAOB determines that it cannot inspect or fully investigate ourauditors for two consecutive years beginning in 2021.As a result,an exchange maydetermine to delist our securities.Additionally,our securities may be prohibitedfrom trading if our auditor cannot be fully inspected as more stringent criteriahave been imposed by the SEC and the PCAOB recently.On December 2,2021,the SECissued amendments to finalize rules implementing the submission and disclosurerequirements in the HFCA Act,which became effective on January 10,2022.The rulesapply to registrants that the SEC identifies as having filed an annual report withan audit report issued by a registered public accounting firm that is located in aforeign jurisdiction and that the PCAOB is unable to inspect or investigatecompletely because of a position taken by an authority in foreign jurisdictions.For example,on December 16,2021,the PCAOB issued a report on its determinationsthat it is unable to inspect or investigate completely PCAOB-registered publicaccounting firms headquartered in mainland China and in Hong Kong,because ofpositions taken by PRC authorities in those jurisdictions.On December 15,2022,the PCAOB vacated its previous 2021 determinations that the PCAOB was unable toinspect or investigate completely registered public accounting firms headquarteredin mainland China and Hong Kong.As of the date of the prospectus,the Companysauditor,Friedman LLP,headquartered in New York,New York,with no branches oroffices outside the United States,has been inspected by the PCAOB on a regularbasis,with the last inspection in August 2020.As a result,we do not expect to beidentified as a“Commission Identified Issuer”under the HFCA as of the date ofthis prospectus.However,whether the PCAOB will continue62023/2/15https:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htmhttps:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htm16/214Table of Contentsto be able to satisfactorily conduct inspections of PCAOB-registered publicaccounting firms headquartered in mainland China and Hong Kong is subject touncertainties and depends on a number of factors out of our and our auditorscontrol.The PCAOB continues to demand complete access in mainland China and HongKong moving forward and is making plans to resume regular inspections in early 2023and beyond,as well as to continue pursuing ongoing investigations and initiate newinvestigations as needed.While our auditor is based in the U.S.and is registeredwith PCAOB and subject to PCAOB inspection,in the event it is later determinedthat the PCAOB is unable to inspect or investigate completely our auditor becauseof a position taken by an authority in a foreign jurisdiction,then such inabilitycould cause trading in our securities to be prohibited under the HFCA Act and theAHFCA Act,and ultimately result in a determination by a securities exchange todelist our securities.If trading in our ordinary shares is prohibited under theHFCA Act and the AHFCA Act in the future because the PCAOB determines that itcannot inspect or fully investigate our auditor at such future time,Nasdaq maydetermine to delist our ordinary shares,which may cause the value of oursecurities to decline or become worthless.See“Risk Factors Our ordinary sharesmay be prohibited from being traded on and would require delisting from a nationalexchange under the HFCA Act and the AHFCA Act if the PCAOB is unable to inspect ourauditors for two consecutive years beginning in 2021.The delisting of our ordinaryshares,or the threat of their being delisted,may materially and adversely affectthe value of your investment.”Implications of Chinese RegulationsAs of the date of this prospectus,each of our Chinese subsidiaries hasreceived all requisite permissions and approvals from Chinese authorities toconduct and operate our business as currently conducted under relevant PRC laws andregulations,and none of our Chinese subsidiaries has been denied by relevantChinese authorities due to its business qualifications.The following tableprovides details on the licenses and permissions held by our Chinese subsidiaries.Company License/Permission Issuing Authority Validity/ExpirationHarwell Technologies,Inc.Business License Zhongshan MarketSupervisionAdministration UnlimitedHarden Machinery Ltd.Business License Zhongshan MarketSupervisionAdministration UnlimitedDr.ShredderTechnologies Ltd.Business License Zhongshan MarketSupervisionAdministration UnlimitedHarden Machinery Ltd.Safety ProductionPermit Guangdong ProvincialDepartment ofHousing and Urban-rural Development January 20,2025Harden Machinery Ltd.Third-gradeProfessionalContractingQualification forEnvironmentalProtection Projects Zhongshan Housingand Urban-ruralDevelopment Bureau June 30,2026Harden Machinery Ltd.High-techEnterpriseCertificate Science&TechnologyDepartment ofGuangdong ProvinceGuangdong ProvincialFinance DepartmentGuangdong ProvincialTax Service,StateTaxationAdministration December 20,202472023/2/15https:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htmhttps:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htm17/214Table of ContentsNeither we nor our subsidiaries are currently required to obtain permissions orapprovals from Chinese authorities,including the China Securities RegulatoryCommission(“CSRC”),the Cybersecurity Administration Committee(“CAC”),or anyother Chinese authorities to list on a foreign stock exchange or issue securitiesto foreign investors.As of the date of this prospectus,we have not received anyinquiry,notice,warning,sanctions or regulatory objection to this offering fromthe CSRC,CAC or any other Chinese authorities.However,if our subsidiaries or the holding company were required to obtainpermissions or approvals in the future and were denied permission from Chineseauthorities to list on U.S.exchanges,we will not be able to continue listing onU.S.exchange,which would materially affect the interest of the investors.It isuncertain when and whether the Company will be required to obtain permissions orapprovals from Chinese authorities to list on a foreign stock exchange in thefuture,and even when such permission is obtained,whether it will be denied orrescinded.We have been closely monitoring regulatory developments in Chinaregarding any necessary approvals from the CSRC,CAC or other Chinese authorities.However,there remains significant uncertainty as to the enactment,interpretationand implementation of regulatory requirements related to overseas securitiesofferings and other capital market activities.Although the Company is currently not required to obtain permission from any ofChinese authorities and has not received any denial to list on the U.S.exchange,our operations and financial conditions could be adversely affected,and ourability to offer securities to investors could be significantly limited,directlyor indirectly,by existing or future laws and regulations relating to its businessor industry;if we inadvertently conclude that such permissions or approvals arenot required when they are,or applicable laws,regulations,or interpretationschange and we are required to obtain permissions or approvals in the future.The New“M&A Rule”On August 8,2006,six Chinese regulatory agencies,including the Ministry ofCommerce of the PRC(“MOFCOM”),jointly issued the Regulations on Mergers andAcquisitions of Domestic Enterprises by Foreign Investors(the“New M&A Rule”),which became effective on September 8,2006,and was amended on June 22,2009.TheNew M&A Rule contains provisions that require that an offshore special purposevehicle(“SPV”)formed for the purpose of seeking a public listing on an overseasstock exchange through acquisitions of PRC domestic companies and controlleddirectly or indirectly by Chinese companies or individuals to obtain the approvalof the CSRC prior to the listing and trading of such SPVs securities on anoverseas stock exchange.On September 21,2006,the CSRC published proceduresspecifying documents and materials required to be submitted to it by an SPV seekingCSRC approval of overseas listings.However,the application of the New M&A Rule remains unclear with no consensuscurrently existing among leading Chinese law firms regarding the scope andapplicability of the CSRC approval requirement.Our Chinese counsel,King&WoodMallesons,has given us the following advice,based on their understanding ofcurrent Chinese laws and regulations:WFOE was established by means of direct investment and not through amerger or requisition of the equity or assets of a“PRC domesticcompany”as defined under the New M&A Rule,and at the time of our equityinterest acquisition,Harden was a foreign-invested enterprise rather thana“PRC domestic company”before it was acquired by WFOE;and In spite of the lack of clarity on this issue,the CSRC currently has notissued any definitive rule or interpretation regarding whether offeringslike the one contemplated by this prospectus are subject to the New M&ARule.The CSRC has not issued any such definitive rule or interpretation,and we havenot chosen to voluntarily request approval under the New M&A Rule.If the CSRCrequires that we obtain its approval prior to the completion of this offering,theoffering will be delayed until we obtain CSRC approval,which may takeseveral months.There is also the possibility that we may not be able to obtainsuch approval.If prior CSRC approval was required,we may face regulatory actionsor other sanctions from the CSRC or other Chinese regulatory authorities.Theseauthorities may impose fines and penalties upon our operations in China,limit ouroperating privileges in China,delay or restrict the repatriation of the proceedsfrom this offering into China,or take other actions that could have a materialadverse effect upon our business,financial condition,results of operations,reputation and prospects,as well as the trading price of our ordinary shares.TheCSRC or other Chinese regulatory agencies may also take actions requiring us,ormaking it advisable for us,to terminate this offering prior to closing.82023/2/15https:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htmhttps:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htm18/214Table of ContentsThe Opinions on Strictly Cracking Down Illegal Securities Activities inAccordance with the LawOn July 6,2021,The General Office of the Central Committee of the CommunistParty of China and the General Office of the State Council jointly issued Opinionson Strictly Cracking Down Illegal Securities Activities in Accordance with the Law(“Opinions”)which require(i)speeding up the revision of the provisions onstrengthening the confidentiality and archives management relating to overseasissuance and listing of securities and(ii)improving the laws and regulationsrelating to data security,cross-border data flow,and management of confidentialinformation.As of the date of this prospectus,no official guidance or relatedimplementation rules have been issued.As of the date of this prospectus,itremains unclear as to how the Opinions will be interpreted,amended and implementedby the relevant Chinese authorities.The Provisions of the State Council on the Administration of OverseasSecurities Offering and Listing by Domestic Companies(Draft forComments)and the Administrative Measures for the Filing of OverseasIssuance and Listing of Securities by Domestic Companies(Draft forComments)On December 24,2021,the CSRC issued Provisions of the State Council on theAdministration of Overseas Securities Offering and Listing by Domestic Companies(Draft for Comments)(the“Administration Provisions”),and the AdministrativeMeasures for the Filing of Overseas Issuance and Listing of Securities by DomesticCompanies(Draft for Comments)(the“Measures”).The Administration Provisions and Measures for overseas listings lay outspecific requirements for filing documents and include unified regulationmanagement,strengthening regulatory coordination,and cross-border regulatorycooperation.Domestic companies seeking to list abroad must carry out relevantsecurity screening procedures if their businesses involve such supervision.Companies endangering national security are among those off-limits for overseaslistings.According to Relevant Officials of the CSRC Answered Reporter Questions(“CSRCAnswers”),after the Administration Provisions and Measures are implemented uponcompletion of public consultation and due legislative procedures,the CSRC willformulate and issue guidance for filing procedures to further specify the detailsof filing administration and ensure that market entities could refer to clearguidelines for filing,which means it will still take time to put theAdministration Provisions and Measures into effect.As the AdministrationProvisions and Measures have not yet come into effect,the Company is currentlyunaffected by them.However,according to CSRC Answers,only new initial public offerings andrefinancing by existing overseas listed Chinese companies will be required to gothrough the filing process;other existing overseas listed companies will beallowed a sufficient transition period to complete their filing procedure,whichmeans the Company will certainly go through the filing process in the future,perhaps because of refinancing,or after being given a sufficient transition periodto complete the filing procedure as an existing overseas listed Chinese company.The Measures for Cybersecurity ReviewOn December 28,2021,the CAC,the National Development and Reform Commission(“NDRC”),and several other administrations jointly issued the revised Measuresfor Cybersecurity Review,or the Revised Review Measures.According to the RevisedReview Measures,if an“online platform operator”that is in possession ofpersonal data of more than one million users intends to list in a foreign country,it must apply for a cybersecurity review.Given the recency of the issuance of theRevised Review Measures,there is a general lack of guidance and substantialuncertainties exist with respect to their interpretation and implementation.Our business belongs to the waste management and recycling equipmentmanufacturing industry in China,which does not involve the collection of userdata,implicate cybersecurity,or involve any other type of restricted industry.Based on the advice of our PRC counsel,King&Wood Mallesons,and ourunderstanding of currently applicable PRC laws and regulations,our registeredpublic offering in the U.S.is not subject to the review or prior approval of theCAC or the CSRC.Uncertainties still exist,however,due to the possibility thatlaws,regulations,or policies in the PRC could change rapidly in the future.Anyfuture action by the PRC government expanding the categories of industries andcompanies whose foreign securities offerings are subject to review by the CSRC orthe CAC could significantly limit or completely hinder our ability to offer orcontinue to offer securities to investors and could cause the value of suchsecurities to significantly decline or be worthless.92023/2/15https:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htmhttps:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htm19/2142023/2/15https:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htmhttps:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htm20/214Table of ContentsFor more detailed information,see“Risk Factors Risks Associated with thisOffering and Ownership of Our Ordinary shares Our failure to obtain priorapproval of the China Securities Regulatory Commission(“CSRC”)for the listingand trading of our ordinary shares on a foreign stock exchange could delay thisoffering or could have a material adverse effect upon our business,operatingresults,reputation and trading price of our ordinary shares.”“RiskFactors Risks Related to Doing Business in China If the Chinese governmentchooses to exert more oversight and control over offerings that are conductedoverseas and/or foreign investment in China based issuers,such action couldsignificantly limit or completely hinder our ability to offer or continue to offersecurities to investors and cause the value of such securities to significantlydecline or be worthless.”and“Risk Factors Risks Related to Doing Business inChina We are subject to a variety of laws and other obligations regardingprivacy,data security,cybersecurity,and data protection,and any failure tocomply with applicable laws and obligations could have a material and adverseeffect on our business,financial condition and results of operations.”102023/2/15https:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htmhttps:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htm21/214Table of ContentsThe Offering(1)Ordinary shares offered by us:2,500,000 ordinary sharesOrdinary shares outstandingimmediately prior to thisoffering:10,000,000 ordinary sharesOrdinary shares outstandingimmediately after thisoffering:12,500,000 ordinary sharesOffering price per ordinaryshare:We estimate the initial public offering priceper share to be in the range of$5.00 to$7.00per ordinary shareUse of proceeds:We expect to receive gross proceeds ofapproximately$15.0 million in the offering,assuming an initial public offering price of$6.00 per ordinary share,the midpoint of theestimated price range set forth on the coverpage of this prospectus.In addition,we expectto receive net proceeds of approximately$13.0million in this offering,assuming an initialpublic offering price of$6.00 per share,themidpoint of the estimated price range set forthon the cover page of this prospectus,and afterdeducting the estimated underwriting discountsand commissions and offering expenses payable byus.The net proceeds from this offering must beremitted to China before we will be able to usethe funds to grow our business.We intend to use the net proceeds of thisoffering as follows after we complete theremittance process:approximately$7.0 million for thedevelopment of a new manufacturingfacility;approximately$3.0 million for research anddevelopment related to design of mobileshredding and mobile screening machines,waste robotic sorting technologies andpilot recycling plant development;and any remaining balance for additionalworking capital.For more information on the use of proceeds,see“Use of Proceeds”on page 49.Risk factors:Investing in our ordinary shares involves a highdegree of risk.Below is a summary of materialfactors that make an investment in our ordinaryshares speculative or risky.Importantly,thissummary does not address all the risks that weface.Please refer to the information containedin and incorporated by reference under theheading“Risk Factors”on page 21 of thisprospectus.Risks Relating to Our Business The impact of a novel strain of coronavirus(“COVID-19”)has significantly impactedChina and the rest of the world.We arecurrently unable to predict the full effectof COVID-19 upon our business andoperations._(1)Unless otherwise indicated,all information contained in this prospectus assumes noexercise of the underwriters over-allotment option and is based upon 10,000,000 ordinaryshares outstanding immediately prior to the closing of this transaction and/or 12,500,000ordinary shares outstanding as of the closing of this offering.2023/2/15https:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htmhttps:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htm22/214112023/2/15https:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htmhttps:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htm23/214Table of Contents To the extent the Chinese economy slows,our business may be materially andnegatively impacted.We may not be able to maintain effectivebusiness relationships with our suppliersand customers with whom we have aninterdependent relationship.Wage increases in China may prevent us frommaintaining competitive advantages andcould reduce our profit margins.Our senior executives have not managed apublicly traded company in the past,andthey have no prior experience with legalcompliance issues related to U.S.orBritish Virgin Islands law.We may require additional financing in thefuture,and there can be no guarantee thatsuch financing will be available whenneeded.We may not be able to attract and retainqualified and skilled employees.Our bank accounts in China are not insuredor protected against loss.Risks Relating to Our Corporate Structure Our subsidiaries are subject torestrictions on paying dividends or makingother payments to us,which may have amaterial adverse effect on our ability toconduct our business.See“Risk Factors We will likely not pay dividends in theforeseeable future”and“DividendPolicy.”Risks Relating to Doing Business in China There are uncertainties in theinterpretation and enforcement of PRC lawsand regulations that could limit the legalprotection available to you and us.You may experience difficulties ineffecting service of legal process,enforcing foreign judgments,or bringingactions in China against us or ourmanagement named in the prospectus based onforeign laws.It may also be difficult foryou or overseas regulators to conductinvestigations or collect evidence withinChina.Changes in Chinas economic,political,orsocial conditions or government policiescould have a material adverse effect on ourbusiness and operations.As a business operating in China,we aresubject to the laws and regulations of thePRC,which can be complex and evolverapidly.The PRC government has the powerto exercise significant oversight anddiscretion over the conduct of ourbusiness,and the regulations to which weare subject may change rapidly and withlittle notice to us or our shareholders.See“Risk Factors-Because all ouroperations are in China,our business issubject to the complex and rapidly evolvinglaws and regulations there.The Chinesegovernment may exercise significantoversight and discretion over the conductof our business and may intervene in orinfluence our operations at any time,which2023/2/15https:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htmhttps:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htm24/214could result in a material change in ouroperations and/or the value of our ordinaryshares.”122023/2/15https:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htmhttps:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htm25/214Table of Contents Under Chinese law,the proceeds of thisoffering must be sent back to China,andthe process for sending such proceeds backto China may take several months after theclosing of this offering.In order to remitthe offering proceeds to China,we must:open a special foreign exchange accountfor capital account transactions.Toopen this account,we must submit toState Administration of ForeignExchange approval(“SAFE”)certainapplication forms,identity documents,transaction documents,form of foreignexchange registration of overseasinvestments by domestic residents,andforeign exchange registrationcertificate of the invested company;remit the offering proceeds into thisspecial foreign exchange account;and apply for settlement of the foreignexchange.In order to do so,we mustsubmit to SAFE certain applicationforms,identity documents,paymentorder to a designated person,and abusiness certificate.See“Risk Factors We must remit theoffering proceeds to China before they maybe used to benefit our business in China,this process may take a number of monthsand we will be unable to use the proceedsto grow our business in the meantime.”The Chinese government may intervene orinfluence our operations at any time or mayexert more control over offerings conductedoverseas and foreign investment in Chinabased issuers,which could result in amaterial change in our operations and/orthe value of our ordinary shares.Additionally,the governmental andregulatory interference could significantlylimit or completely hinder our ability tooffer or continue to offer securities toinvestors and cause the value of suchsecurities to significantly decline or beworthless.See“Risk Factors If theChinese government chooses to exert moreoversight and control over offerings thatare conducted overseas and/or foreigninvestment in China based issuers,suchaction could significantly limit orcompletely hinder our ability to offer orcontinue to offer securities to investorsand cause the value of such securities tosignificantly decline or be worthless.”132023/2/15https:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htmhttps:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htm26/214Table of Contents Chinese law relating to listing on foreign stockexchanges or issuing securities to foreigninvestors is rapidly evolving and can changerapidly.Although the Company is currently notrequired to obtain permission from any ofChinese authorities and has not received anydenial to list on the U.S.exchange,ouroperations and financial conditions could beadversely affected,and our ability to offersecurities to investors could be significantlylimited,directly or indirectly,by existing orfuture laws and regulations relating to itsbusiness or industry;if we inadvertentlyconclude that such permissions or approvals arenot required when they are,or applicable laws,regulations,or interpretations change and weare required to obtain permissions or approvalsin the future.See“Risk Factors RisksAssociated with this Offering and Ownership ofOur Ordinary shares Our failure to obtainprior approval of the China SecuritiesRegulatory Commission(“CSRC”)for the listingand trading of our ordinary shares on a foreignstock exchange could delay this offering orcould have a material adverse effect upon ourbusiness,operating results,reputation andtrading price of our ordinary shares.”“RiskFactors Risks Related to Doing Business inChina If the Chinese government chooses toexert more oversight and control over offeringsthat are conducted overseas and/or foreigninvestment in China based issuers,such actioncould significantly limit or completely hinderour ability to offer or continue to offersecurities to investors and cause the value ofsuch securities to significantly decline or beworthless.”and“Risk Factors Risks Relatedto Doing Business in China We are subject toa variety of laws and other obligationsregarding privacy,data security,cybersecurity,and data protection,and any failure to complywith applicable laws and obligations could havea material and adverse effect on our business,financial condition and results of operations.”We may become subject to a variety of lawsand regulations in the PRC regardingprivacy,data security,cybersecurity,anddata protection.We may be liable forimproper use or appropriation of personalinformation provided by our customers.See“Risk Factors If the Chinese governmentchooses to exert more oversight and controlover offerings that are conducted overseasand/or foreign investment in China basedissuers,such action could significantlylimit or completely hinder our ability tooffer or continue to offer securities toinvestors and cause the value of suchsecurities to significantly decline or beworthless.”Risks Relating to this Offering The trading price of our ordinary sharesmay be volatile,and you may incur losses.You may experience immediate andsubstantial dilution in the net tangiblebook value of ordinary shares purchased.We have not previously paid any cashdividends,and we do not anticipate payingany dividends on our ordinary shares in theforeseeable future.See“Risk Factors Wewill likely not pay dividends in theforeseeable future.”2023/2/15https:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htmhttps:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htm27/214142023/2/15https:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htmhttps:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htm28/214Table of ContentsOver-Allotment Option We have granted to the underwriter an option,exercisable within 45 days from the closing ofthis offering,to purchase up to an additional15%of the total number of the ordinary sharesoffered by us at the initial public offeringprice,less underwriting discounts.Underwriters Warrants We have granted US Tiger Securities,Inc.theWarrants,exercisable from the date ofcommencement of sales of this offering for aperiod of three years after such date,topurchase ordinary shares equal to 5%of thetotal number of ordinary shares sold in thisoffering,exercisable at a per share price equalto 125%of the public offering price.Lock-up:All of our directors,officers and certainshareholders(defined as owners of 5%or more ofour ordinary shares)have agreed with theunderwriters,subject to certain exceptions,notto sell,transfer or dispose of,directly orindirectly,any of our ordinary shares orsecurities convertible into or exercisable orexchangeable for our ordinary shares for aperiod of six(6)months after the date of thisprospectus.See“Shares Eligible for FutureSale”and“Underwriting”for moreinformation.Proposed Nasdaq Capital Market symbol:We have applied to have our ordinary shareslisted on the Nasdaq Capital Market under thesymbol“HARD”.152023/2/15https:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htmhttps:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htm29/214Table of ContentsProspectus ConventionsExcept where the context otherwise requires,“we”,“us”,“Company”,“our”and“Harden”collectively refer to:Harden,our British Virgin Islands holding company;Harden International,our wholly-owned Hong Kong subsidiary;WFOE,a company incorporated in China and a wholly-owned subsidiary ofHarden International;Harden Machinery,a company incorporated in China and a wholly-ownedsubsidiary of WFOE;and Dr.Shredder,a company incorporated in China and is a 55%ownedsubsidiary of Harden Machinery.As used in this prospectus,“PRC”or“China”refers to the PeoplesRepublic of China,excluding,for the purpose of this prospectus,Taiwan,Hong Kongand Macau.“RMB”or“Renminbi”refers to the legal currency of China and“$,”“US$,”or“U.S.Dollars”refers to the legal currency of the United States.Unless otherwise indicated,all share amounts and per share amounts in thisprospectus have been presented on a pro-forma basis to reflect a recapitalizationof the authorized and outstanding shares of the Company effected upon June 3,2021.As a result of the recapitalization,the shares of the Company increased from10,000,000 ordinary shares,par value$0.001 per share,to 100,000,000 ordinaryshares,par value$0.001 per share.As used herein the term“Chinese Operating Companies”shall include WFOE,Harden Machinery and Dr.Shredder.This prospectus contains translations of certain RMB amounts into U.S.dollaramounts at a specified rate solely for the convenience of the reader.Unlessotherwise noted,all translations made in this prospectus are based on a rate ofRMB 6.6981 to$1.00,which was the exchange rate on June 30,2022.Unless otherwisestated,we have translated balance sheet amounts,with the exception of equity,atJune 30,2022 at RMB 6.6981 to$1.00 as compared to RMB 6.5250 to$1.00 at December31,2020.We have stated equity accounts at their historical rates.The averagetranslation rates applied to income statement accounts for the six months endedJune 30,2022 and 2021 were RMB 6.4791 and RMB 6.4702,respectively.The averagetranslation rates applied to income statement accounts for the years ended December31,2021 and 2020 were RMB 6.4508 and RMB 6.9042,respectively.We make norepresentation that the RMB or U.S.dollar amounts referred to in this prospectuscould have been or could be converted into U.S.dollars or RMB,as the case may be,at any particular rate or at all.On January 31,2023,the Forex exchange rate wasRMB 6.7547 to$1.00.See“Risk Factors Fluctuation of the Renminbi couldmaterially affect our financial condition and results of operations”fordiscussions of the effects of fluctuating exchange rates on the value of ourcapital shares.Any discrepancies in any table between the amounts identified astotal amounts and the sum of the amounts listed therein are due to rounding.For the sake of clarity,this prospectus follows the English naming conventionof first name followed by last name,regardless of whether an individuals name isChinese or English.For example,the name of our chairman of the board,directorand chief executive officer will be presented as“Jiawen Miao,”even though,inChinese,his name would be presented as“Miao Jiawen.”Cash Flows through Our OrganizationAs a holding company,we may rely upon dividends paid to us by our subsidiariesin the PRC to pay dividends and to finance any debt we may incur.As of the date ofthis report,none of our subsidiaries have issued any dividends or distributions tous and we have not made any dividends or distributions to our shareholders as ofthe date of this report.Our subsidiaries in the PRC generate and retain cashgenerated from operating activities and re-invest it in our business.Under BVI law,we may pay a dividend on our shares out of either profit,provided that in no circumstances may a dividend be paid if this would result in usbeing unable to pay our debts due in the ordinary course of business.If wedetermine to pay dividends,as a holding company,we will be dependent on receiptof funds from our subsidiaries in PRC.162023/2/15https:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htmhttps:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htm30/214Table of ContentsCurrent PRC regulations permit our subsidiary in mainland China to paydividends to the Company only out of its accumulated profits,if any,determined inaccordance with Chinese accounting standards and regulations.Therefore,under ourcurrent corporate structure,we rely on dividend payments or other distributionsfrom our subsidiaries to fund any cash and financing requirements we may have,including the funds necessary to pay dividends and other cash distributions to ourshareholders or to service any debt we may incur.If our subsidiary incurs debt onits own behalf in the future,the instruments governing such debt may restrict itsability to pay dividends to us.In addition,our subsidiaries are permitted to paydividends to us only out of their accumulated profits,if any,as determined inaccordance with PRC accounting standards and regulations.Under PRC laws andregulations,each of our Chinese subsidiaries are required to set aside a portionof their net income each year to fund a statutory surplus reserve until suchreserve reaches 50%of its registered capital.This reserve is not distributable asdividends.As a result,our PRC subsidiaries are restricted in their ability totransfer a portion of its net assets to us in the form of dividends,loans oradvances.The PRC government also imposes controls on the conversion of RMB into foreigncurrencies and the remittance of currencies out of the PRC.Therefore,we mayexperience difficulties in completing the administrative procedures necessary toobtain and remit foreign currency for the payment of dividends from our profits,ifany.Furthermore,if our subsidiaries in the PRC incur debt on their own in thefuture,the instruments governing the debt may restrict their ability to paydividends or make other payments.If we are unable to receive funds from oursubsidiaries,we may be unable to pay cash dividends on our ordinary shares.Cash dividends,if any,on our ordinary shares will be paid in U.S.dollars.Ifwe are considered a PRC tax resident enterprise for tax purposes,any dividends wepay to our overseas shareholders may be regarded as China-sourced income and as aresult may be subject to PRC withholding tax at a rate of up to 10%.A 10%PRCwithholding tax is applicable to dividends payable to investors that are non-resident enterprises.Any gain realized on the transfer of ordinary shares by suchinvestors is also subject to PRC tax at a current rate of 10%which in the case ofdividends will be withheld at source if such gain is regarded as income derivedfrom sources within the PRC.Pursuant to the Arrangement between Mainland China and the Hong Kong SpecialAdministrative Region for the Avoidance of Double Taxation and Tax Evasion onIncome,or the Double Tax Avoidance Arrangement,the 10%withholding tax rate maybe lowered to 5%if a Hong Kong resident enterprise owns no less than 25%of a PRCproject.However,the 5%withholding tax rate does not automatically apply andcertain requirements must be satisfied,including without limitation that(a)theHong Kong project must be the beneficial owner of the relevant dividends;and(b)the Hong Kong project must directly hold no less than 25%share ownership inthe PRC project during the 12 consecutive months preceding its receipt of thedividends.In current practice,a Hong Kong entity must obtain a tax residentcertificate from the Hong Kong tax authority to apply for the 5%lower PRCwithholding tax rate.As the Hong Kong tax authority will issue such a tax residentcertificate on a case-by-case basis,we cannot assure you that we will be able toobtain the tax resident certificate from the relevant Hong Kong tax authority andenjoy the preferential withholding tax rate of 5%under the Double TaxationArrangement with respect to dividends to be paid by our PRC subsidiary to itsimmediate holding company.As of the date of this report,we have not applied forthe tax resident certificate from the relevant Hong Kong tax authority.Oursubsidiaries in Hongkong intends to apply for the tax resident certificate when oursubsidiaries in mainland China plans to declare and pay dividends to theirimmediate holding companies in Hong Kong.As an offshore holding company,we will be permitted under PRC laws andregulations to provide funding from the proceeds of our offshore fund-raisingactivities to our subsidiaries in China only through loans or capitalcontributions,subject to the satisfaction of the applicable governmentregistration and approval requirements.Before providing loans to our PRCsubsidiaries,we will be required to make filings about details of the loans withthe State Administration of Foreign Exchange of the PRC(the“SAFE”)in accordancewith relevant PRC laws and regulations.Our PRC subsidiaries that receive the loansare only allowed to use the loans for the purposes set forth in these laws andregulations.Under regulations of the SAFE,Renminbi is not convertible intoforeign currencies for capital account items,such as loans,repatriation ofinvestments and investments outside of China,unless the prior approval of the SAFEis obtained and prior registration with the SAFE is made.Under PRC law,we may provide funding to our PRC subsidiaries only throughcapital contributions or loans,and prior to the dismantling of our PRCconsolidated affiliated entities only through loans to our former consolidatedaffiliated entities,subject to satisfaction of applicable government registrationand approval requirements.2023/2/15https:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htmhttps:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htm31/214172023/2/15https:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htmhttps:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htm32/214Table of ContentsFor the year ended December 31,2021,we transferred$12,990 from HardenInternational to WFOE as a working capital loan.We have not declared or paid any cash dividends,nor do we have any presentplan to pay any cash dividends on our ordinary shares in the foreseeable future.Wecurrently intend to retain most,if not all,of our available funds and any futureearnings to operate and expand our business.Also,as of the date of this report,we do not anticipate any difficulties onour ability to transfer cash between subsidiaries.We have not installed any cashmanagement policies that dictate the amount of such funds and how such funds aretransferred.Summary Consolidated Financial InformationIn the table below,we provide you with historical selected financial data forthe six months ended June 30,2022,which have been derived from our unauditedconsolidated financial statements for the same period and for financial datathe years ended December 31,2021 and 2020,which have been derived from ourconsolidated financial statements for those years.Historical results are notnecessarily indicative of the results that may be expected for any future period.When you read this historical selected financial data,it is important that youread it along with the historical financial statements and related notes and“Managements Discussion and Analysis of Financial Condition and Results ofOperations”included elsewhere in this prospectus.Condensed Consolidating Schedule Statement of Operations For the Six Months Ended June 30,2022 Harden HardenInternational Subsidiaries Eliminations ConsolidatedTotalRevenues$14,548,072$14,548,072Cost$10,079,664$10,079,664Gross profit$4,468,408$4,468,408Income(loss)fromoperations$442,556$(442,556)$Income for equitymethod investment$572,518$(16)$(572,503)$Net income$571,891$(16)$553,164$(572,503)$552,537 For the Year Ended December 31,2021 Harden HardenInternational Subsidiaries Eliminations ConsolidatedTotalRevenues$31,606,067$31,606,067Cost$21,962,617$21,962,617Gross profit$9,643,450$9,643,450Income(loss)fromoperations$1,461,199$1,461,199Income for equitymethod investment$1,794,702$(10)$(1,794,692)$Net income$1,766,645$(10)$1,761,228$(1,794,692)$1,733,171 For the Year Ended December 31,2020 Harden HardenInternational Subsidiaries Eliminations ConsolidatedTotalRevenues$21,901,699$21,901,699Cost$14,676,004$14,676,004Gross profit$7,225,695$7,225,695Income(loss)fromoperations$1,794,162$1,794,162Income for equitymethod investment$2,429,947$(2,429,947)$Net income$2,429,947$2,398,741$(2,429,947)$2,398,741182023/2/15https:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htmhttps:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htm33/214Table of ContentsCondensed Consolidating Schedule Balance Sheet As of June 30,2022 Harden HardenInternational Subsidiaries Eliminations ConsolidatedTotalCash$111$2,822,914$2,823,025Total currentassets$111$25,816,108$1,301,442$27,117,661Investments insubsidiaries$10,150,201$12,990$(10,163,191)$Total non-currentassets$10,150,201$12,990$4,406,654$(11,451,643)$3,118,202Total assets$10,150,312$12,990$30,222,762$(10,150,201)$30,235,863Total liabilities$28,795$13,016$20,123,051$20,164,862Totalshareholdersequity$10,121,517$(26)$10,099,711$(10,150,201)$10,071,001Total liabilitiesandshareholdersequity$10,150,312$12,990$30,222,762$(10,150,201)$30,235,863 As of December 31,2021 Harden HardenInternational Subsidiaries Eliminations ConsolidatedTotalCash$723$3,120,513$3,121,236Total currentassets$723$19,360,834$1,234,531$20,596,088Investments insubsidiaries$10,085,388$12,990$(10,098,378)$Total non-currentassets$10,085,388$12,990$3,469,598$(11,319,919)$2,248,057Total assets$10,086,111$12,990$22,830,432$(10,085,388)$22,844,145Total liabilities$28,780$13,000$12,778,442$12,820,222Totalshareholdersequity$10,057,331$(10)$10,051,990$(10,085,388)$10,023,923Total liabilitiesandshareholdersequity$10,086,111$12,990$22,830,432$(10,085,388)$22,844,145 As of December 31,2020 Harden HardenInternational Subsidiaries Eliminations ConsolidatedTotalCash$2,383,833$2,383,833Total currentassets$19,016,156$19,016,156Investments insubsidiaries$10,482,845$(10,482,845)$Total non-currentassets$10,482,845$1,923,181$(10,482,845)$1,923,181Total assets$10,482,845$20,939,337$(10,482,845)$20,939,337Total liabilities$10,456,026$10,456,026Totalshareholdersequity$10,482,845$10,483,311$(10,482,845)$10,483,311Total liabilitiesandshareholdersequity$10,482,845$20,939,337$(10,482,845)$20,939,337Condensed Consolidating Schedule Statement of Cash Flows For the Six Months Ended June 30,2022 Harden HardenInternational Subsidiaries Eliminations ConsolidatedTotal2023/2/15https:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htmhttps:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htm34/214Net cash(used in)provided byoperatingactivities$(612)$(16)$(1,783,730)$(1,784,342)Net cash used ininvestingactivities$(203,880)$(203,880)Net cash providedby(used in)financingactivities$28,780$16$1,828,455$1,828,455 Inter-companycash transfers:None$192023/2/15https:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htmhttps:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htm35/214Table of Contents For the Year Ended December 31,2021 Harden HardenInternational Subsidiaries Eliminations ConsolidatedTotalNet cash(used in)provided byoperatingactivities$(28,057)$(10)$848,014$819,947 Net cash used ininvestingactivities$(12,990)$(238,080)$(251,070)Net cash providedby(used in)financingactivities$28,780$13,000$59,487$101,267 Inter-companycash transfers:Transfer fromHarden toSubsidiaries$(12,990)$12,990$For the Year Ended December 31,2020 Harden HardenInternational Subsidiaries Eliminations ConsolidatedTotalNet cash(used in)provided byoperatingactivities$(1,618,583)$(1,618,583)Net cash used ininvestingactivities$(501,465)$(501,465)Net cash providedby(used in)financingactivities$441,640$441,640 Inter-companycash transfers:None$202023/2/15https:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htmhttps:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htm36/214Table of ContentsRISK FACTORSInvestment in our securities involves a high degree of risk.You shouldcarefully consider the risks described below together with all of the otherinformation included in this prospectus before making an investmentdecision.The risks and uncertainties described below represent our knownmaterial risks to our business.If any of the following risks actuallyoccurs,our business,financial condition or results of operations couldsuffer.In that case,you may lose all or part of your investment.Youshould not invest in this offering unless you can afford to lose yourentire investment.Risks Related to Our BusinessThe novel coronavirus could have a material adverse impact upon ourbusiness,results of operations,financial condition,cash flows orliquidity.In the last few years the outbreak of a novel strain of coronavirus(“COVID-19”)in China has spread rapidly throughout the world.COVID-19 and has resulted inquarantines,travel restrictions,and the temporary closure of stores and facilitiesthroughout China and the rest of the world.In March 2020,the World HealthOrganization declared COVID-19 a pandemic.Government efforts to contain the spreadof the coronavirus and responses by businesses and individuals to reduce the risk ofexposure to infection have caused significant disruptions to the global economy andnormal business operations across a growing list of countries and business sectors.These efforts are likely to adversely affect business confidence and consumersentiment,and have been,and may continue to be,accompanied by significantvolatility in financial and commodity markets.The spread of the coronavirus andvarious variants also may have broader macro-economic implications,including reducedlevels of economic growth and possibly a global recession,the effects of which couldbe felt well beyond the time the spread of infection is contained.In terms of the impact on us and the industrial recycling machinery,parts andequipment industry in China,after the COVID-19 outbreak began in China in December2019,many Chinese cities and villages were locked down to control the spread of thedisease.Our facilities as well as those of our suppliers were closed down for a fewmonths in early 2020.On December 7,2022,China announced 10 new rules thatconstitute a relaxation of almost all of its stringent COVID-19 pandemic controlmeasures.Shortly after their announcement,additional mobility restrictions issuedby local governments were also scrapped.While such measures effectively reopenedbusiness within China,COVID-19s continued existence may have significant and stillnot well-understood impacts on our industry.Although our supply chains and our ability to produce parts and machinery are upand running,the foregoing developments could adversely affect our ongoingoperations.As our customers struggle to recover from the effects of the COVID-19pandemic,there may be less demand for our products,and we may see decreased andcanceled orders.In addition,COVID-19 may also negatively impact our customersbusinesses,which may reduce their budgets on industrial recycling equipment.We currently are unable to predict the full effect of COVID-19 and responsesthereto on our business and operations,and on our results of operations,financialcondition,cash flow and liquidity,as these depend on rapidly evolving developments,which are highly uncertain and will be a function of factors beyond our control,suchas:damage to a recovery of the industrial recycling market and other markets inChina;implementation of effective measures to prevent and contain furtheroutbreaks;development and distribution of effective medical solutions,includingCOVID-19 vaccines;timing and scope of governmental restrictions on mobility and otheractivities;financial and other market reactions to the foregoing;and reactions and responses of the populace both in affected regions and regionsyet to be affected.While we expect we will suffer adverse effects,the more severe the outbreak andthe longer it lasts,the more likely it is that the impact upon our financialcondition and results of operations will be materially adverse.212023/2/15https:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htmhttps:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htm37/214Table of ContentsOur revenue and net income may be materially and adversely affected by anyeconomic slowdown in China.In recent years,the PRC government has implemented several measures to controlthe rate of economic growth,including raising interest rates and adjusting depositreserve ratios for commercial banks as well as by implementing other measuresdesigned to tighten credit and liquidity.These measures have contributed to aslowdown of the PRC economy.According to the National Bureau of Statistics of China,Chinas GDP growth rate was 8.1 percent growth year-on-year over 2000.Anycontinuing or worsening slowdown could significantly reduce domestic commerce inChina.An economic downturn,whether actual or perceived,a further decrease ineconomic growth rates or an otherwise uncertain economic outlook in China could havea material adverse effect on our business,financial condition and results ofoperations.Our business is dependent on third-party suppliers and changes ordifficulties in our relationships with our suppliers may harm our businessand financial results.We are dependent on our suppliers for material necessary to manufacture ourproducts.For the six months ended June 30,2022,no supplier accounted for more than10%of the Companys total purchases.For the year ended December 31,2021,nosupplier accounted for more than 10%of the Companys total purchases.For the yearended December 31,2020,one supplier accounted for approximately 12%of theCompanys total purchases.We entered into a purchase contract with this supplier,Demark Environmental Technology Co.,Ltd.(“Demark”),on March 26,2020.Pursuant tothe agreement,Demark supplied us with three hydraulic power stations for use in ouroperations.The agreement included a one-year warranty period.The agreement relatedsolely to the sale of such machinery and did not apply to any future equipmentpurchases.The total purchase price was RMB 445,803.As of June 30,2022,December31,2021 and 2020,no supplier accounted for more than 10%of the Companys accountspayable.Our suppliers may fail to meet timelines or contractual obligations or provide uswith sufficient products,which may adversely affect our business.Certain of ourcontracts with key suppliers,can be terminated by the supplier upon giving noticewithin a certain period and restrict us from using other suppliers.Failure toappropriately structure or adequately manage our agreements with third parties mayadversely affect our supply of products.We are also subject to credit risk withrespect to our third-party suppliers.The insolvency of any such suppliers couldresult in increased charges or the termination of the service contracts.We may notbe able to replace a supplier within a reasonable period of time,on as favorableterms or without disruption to our operations.Any adverse changes to ourrelationships with third-party suppliers could have a material adverse effect on ourimage,brand and reputation,as well as on our business,financial condition andresults of operations.In addition,to the extent that our creditworthiness is impaired,or generaleconomic conditions decline,certain of our key suppliers may demand onerous paymentterms that could materially adversely affect our working capital position,or suchsuppliers may refuse to continue to supply to us.Our business is dependent on certain major customers and changes ordifficulties in our relationships with our major customers may harm ourbusiness and financial results.From time to time,we may conduct business with customers that may account for asignificant amount of business.For the six months ended June 30,2022,no customeraccounted for more than 10%of the Companys total revenues.For the year endedDecember 31,2021,no customer accounted for more than 10%of the Companys totalrevenues.For the year ended December 31,2020,one customer accounted forapproximately 11%of the Companys total revenues.We entered into an equipmentpurchase contract with this customer,Shanghai Canzhou Environmental Engineering Co.,Ltd.(“Canzhou”)on March 17,2020.Pursuant to the agreement,we supplied Canzhouwith crushing equipment and technical and installation services for a total purchaseprice of RMB 2,330,000.The agreement included a warranty period of up to18 monthsafter delivery.The agreement related solely to the sale and installation of suchmachinery and did not apply to any future equipment purchases by Canzhou.As of June30,2022,no customer accounted for more than 10%of the Companys total accountsreceivable.As of December 31,2021,one customer accounted for approximately 10%ofthe Companys accounts receivable.As of December 31,2020,no customer accountedfor more than 10%of the Companys total accounts receivable.The loss of anysignificant customer may materially affect our business and financial condition.222023/2/15https:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htmhttps:/www.sec.gov/Archives/edgar/data/1873723/000121390023011473/ff12023_hardentech.htm38/214Table of ContentsAny decline in the availabi