SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 -4631

              DIVISION OF
         CORPORATION FINANCE

 Mail Stop 4631

January 11, 2016

Via E-Mail
Mr. Anyuan Sun
Chairman and Chief Executive Officer
Hebron Technology Co., Ltd.
No. 587 15th Road, 3rd Av., Binhai Ind. Park
Economic & Technology Development Zone
Wenzhou, Zhejiang Province, People’s Republic of China

Re: Hebron Technology Co., Ltd.
Registration Statement on Form F-1
Filed December 16, , 201 5
File No. 333 -208583

Dear M r. Sun:

 We have reviewed your registration statement and have the following comments.  In
some of our comments we may ask you to provide us information so that we may better
understand your disclosure.

 Please respond to this letter by amending your registration statement and providing the
request ed information.  If you do not believe that our comments apply to your facts and
circumstances or do not believe that an amendment is appropriate, please tell us why in your
response.

 After reviewing any amendment to your registration statement and the i nformation you
provide in response to these comments, we may have additional comments.

Our Services, page 48

1. We note your disclosure that you hope to expand your customer base in the future to the
semi -conductor, electronic, and other clean industries.  Please revise, consistent with your
response to comment 3 of our letter dated July 13, 2015, that you have no near term plans to
provide services in any of these industries.

Mr. Anyuan Sun
Hebron Technology Co., Ltd.
January 11, 2016
Page 2

 Executive Officers and Directors, page 64

2. File as exhibits to the registration s tatement the consents of the six persons about to become
directors.  See Rule 438 of Regulation C under the Securities Act.

Summary Compensation Table, page 70; Director Compensation – Fiscal 2014 and 2013, page
71; Director Compensation – Non-Employee Di rectors, page 71

3. Update the disclosure to include compensation disclosure for the fiscal year ended December
31, 2015.  See Items 4.a. of Form F -1 and 6.B. of 20 -F.

Related Party Transactions, page 71

4. Provide the information required for the period since the beginning of your preceding three
financial years up to the date of the prospectus.  See Items 4.a. of Form F -1 and 7.B. of 20 -F.

Lock Up, page 92

5. Describe briefly the factors that the placement agent would consider in determining whether
to co nsent to the release of any of the securities subject to the lock up agreement before its
expiration period.

Financial Statements

General

6. Please ensure that your financial statements and corresponding financial information comply
with the updating requi rements of Item 8 of the Form 20 -F.  Refer specifically to the
instructions to Item 8.A.4. of Form 20 -F.

7. You have determined that the 15 million common shares issued to Mr. Zuoqiao Sun Zhang
represented nominal issuances pursuant to SAB Topic 4:D.  In thi s regard, you revised your
financial statements, which resulted in your now reporting basic earnings per share amounts
of $0.28 for 2014 and $0.25 for 2013 compared to previously reported amounts of $3.41 for
2014 and $3.05 for 2013.  Please help us unders tand how you determined that these revisions
should not be reflected as a correction of an error pursuant to ASC 250.

8. Please advise how you determined that it was appropriate to reflect the repurchase of four
million shares on April 29, 2015 on a retroact ive basis similar to stock split or dividend
pursuant to ASC 260.

Mr. Anyuan Sun
Hebron Technology Co., Ltd.
January 11, 2016
Page 3

Note 1 – Business Description

Reorganization, page F -8

9. We note your response to comment 12 of our letter dated July 13, 2015 .  It is unclear when
the reorganization amongst Xibolun Equipment, Xibolun Automation, HK Xibolun, and
Hebron Technology took place and who specifically held what percentage of voting
ownership interests in each of these entities immediately prior to the reorganization.  Please
provide us the names of the speci fic owners and corresponding voting ownership percentages
for each of these entities immediately prior to the reorganization.  Please tell us how you
determined that all of these entities were under common control by explaining the
relationships between th e different owners, if applicable.

Note 2 – Summary of Significant Accounting Policies

Revenue Recognition, page F -10

10. We note your response to comment 14 of our letter dated July 13, 2015.  Please clarify in
your disclosures the differences between your  arrangements for fluid equipment sales
compared to your arrangements for fluid equipment control systems trading .  Please also
clarify whether you expect to continue to enter into trading arrangements as it appears that
you have not entered into any addit ional arrangements subsequent to 2013.

Note 4.  Contracts Receivable, Net and Note 5.  Accounts Receivable, Net, page F -15

11. We note your response to comment 15 of our letter dated July 13, 2015.  You expected to
collect any remaining unpaid balances as of  December 31, 2014 for contracts receivables,
customer security deposits, and accounts receivable by the end of 2015.  Please confirm that
all remaining amounts were collected.

Unaudited Financial Statements

Note 1 – Business Description, page F -27

12. We n ote your response to comment 11 of our letter dated July 13, 2015.  Mr. Zhang
transferred approximately eight million shares at par value to three entities and seven
individuals.  It remains unclear what the purpose was of these transfers and your response
only appears to address certain of the recipients of these shares.  Please identify each of the
parties who received these shares, their relationship to Mr. Zhang and your company, and the

Mr. Anyuan Sun
Hebron Technology Co., Ltd.
January 11, 2016
Page 4

 purpose for which they received these shares.  On April 29, 2015, you repurchased four
million shares in total from current shareholders, which was subsequent to these transfers.
Please clarify whether cash was paid to these recipients as part of this repurchase even
though it does not appear that they initially paid fo r these shares.

Closing

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules requi re.  Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 Notwithstanding our comments, if you request acceleration o f the effective date of the
pending registration statement, please provide a written statement from the company
acknowledging that:

 Should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

 The action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for  the adequacy and accuracy of the disclosure in the filing; and

 The company may not assert staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of th e United States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration  are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

You may direct questions on comments on the financial statements a nd related matters to
Nudrat S. Salik , Staff Accountant,  at (202) 551 -3692 or Alfred  P. Pavot, Jr., Staff Accountant, at ,

Mr. Anyuan Sun
Hebron Technology Co., Ltd.
January 11, 2016
Page 5

 at (202) 551 -3738.  You may direct questions on other comments and disc losure  issues to
Edward M. Kelly, Senior Counsel,  at (202) 551 -3728 or  me at (202) 551 -3765.

Very truly yours,

      /s/ Pamela A. Long

Pamela A. Long
Assistant Director
Office of Manufacturing and Construction

cc: Via E -Mail
Anthony W. Basch , Esq.
Jingwen Luo, Esq.
Kaufman & Canoles, P.C.
2 James Center, 14th Floor
1021 East Cary Street
Richmond, VA 23219