SecProbe.io

CORRESP
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 20-F/A

(Amendment No. 1)

 ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

OR

 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 ¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report……………

For the transition period from                          to

Commission file number 001-37829

HEBRON
TECHNOLOGY CO., LTD.

(Exact name of Registrant as specified in
its charter)

British Virgin Islands

(Jurisdiction of incorporation or organization)

No. 936, Jinhai 2rd Road, Konggang
New Area

Longwan District

Wenzhou City, Zhejiang Province

People’s
Republic of China

(Address of principal executive offices)

Steven Fu, Chief Financial Officer

+86-577-8689-5678– telephone

diqiuren139@139.com

No. 936, Jinhai 2rd Road, Konggang New
Area

Longwan District

(Name, Telephone, E-mail and/or Facsimile
number and Address of Company Contact Person)

Securities registered or to be registered pursuant
to Section 12(b) of the Act:

    Title
    of each class

    Name
    of each exchange on which registered

    Common shares, par value $0.001 per share

    Nasdaq

Securities registered or to be registered pursuant
to Section 12(g) of the Act: None

Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each
of the issuer's classes of capital or common stock as of the close of the period covered by the annual report: 14,695,347 Common
Shares

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.

¨ Yes       x
No

If this report is an annual or transition report,
indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.

¨ Yes        x
No

Indicate by check mark whether the registrant: (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

x Yes        ¨
No

Indicate by check mark whether the registrant has
submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files).

x Yes        ¨
No

Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated
filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check
one):

    Large accelerated filer ¨
    Accelerated filer ¨

    Non-accelerated filer x
    Emerging growth company x

If an emerging growth company that prepares
its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a)
of the Exchange Act:

¨

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

Indicate by check mark
which basis of accounting the registrant has used to prepare the financial statements included in this filing:

    U.S. GAAP x
    International Financial Reporting Standards as issued by the International Accounting Standards Board ¨
    Other ¨

If "Other" has been checked in response
to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

¨ Item
17      ¨ Item 18

If this is an annual report,
indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).

¨ Yes       x
No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has
filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent
to the distribution of securities under a plan confirmed by a court.

¨ Yes      ¨
No

EXPLANATORY NOTE

 This Amendment No. 1 to Form 20-F (the
“Form 20-F/A”) amends the annual report on Form 20-F of Hebron Technology Co., Ltd. (“Hebron”) for the
fiscal year ended December 31, 2016, originally filed with the U.S. Securities and Exchange Commission (“SEC”) on
April 11, 2017 (the “Form 20-F”). This Form 20-F/A is being filed in response to a comment letter received from the
staff of the SEC dated November 7, 2017 and a comment letter received from the staff of the SEC dated January 5, 2018 (collectively,
the “SEC Comment Letter”) and relates to matters discussed in the SEC Comment Letter and in Hebron’s responses
dated December 21, 2017, December 27, 2017 and January 19, 2017. We expect that these letters will be released in due course
on the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system at www.sec.gov under the Central Index Key
(CIK) 0001603993 for Hebron. Item 3, Item 4 and Item 5 in the Form 20-F are amended by this Form 20-F/A to reflect additional
information requested in the SEC Comment Letter, namely to provide selected financial data for fiscal years 2014, 2015 and 2016.
And the consolidated financial statements in the Form 20-F are amended by this Form 20-F/A to include three years of consolidated
financial statements for income and comprehensive income, changes in shareholders’ equity, and cash flows in accordance
with Item 17(a) of Form 20-F, and by reference to Item 8(a) of Form 10-K, and Articles 3-02(a) and 3-04 of Regulation S-X.

No other changes have been made to the Form 20-F.
The Form 20-F, as amended by this Form 20-F/A, speaks as of the original filing date of the Form 20-F, is not intended to reflect
events that may have occurred subsequent to the original filing date of the Form 20-F, and is not intended to update in any way
the disclosures made in the Form 20-F.

 Item
                          3. Key
Information

 A. Selected
Financial Data

The following table presents the selected consolidated
financial information for our company. The selected consolidated statements of comprehensive income data for the three years ended
December 31, 2016, 2015 and 2014, and the selected consolidated balance sheets data as of December 31, 2016, 2015 and 2014 have
been derived from our audited consolidated financial statements, which are included in this annual report beginning on page F-1.
Our historical results do not necessarily indicate results expected for any future periods. The selected consolidated financial
data should be read in conjunction with, and are qualified in their entirety by reference to, our audited consolidated financial
statements and related notes and “Item 5. Operating and Financial Review and Prospects” below. Our audited consolidated
financial statements are prepared and presented in accordance with US GAAP.

 (All amounts in
U.S. dollars, except Dividend per share in Renminbi and Shares outstanding)

Statement of operations data:

    Year
    ended December 31,

    2016
    2015
    2014

    Revenue
    $ 27,097,836
    $ 22,995,123
    $ 16,734,593

    Cost of revenue
      16,636,258
      14,255,811
      10,642,093

    Gross profit
      10,461,578
      8,739,312
      6,092,500

    General and administrative
      705,038
      1,129,679
      177,703

    Research and development expenses
      33,847
      121,760
      40,606

    Selling expenses
      1,742,147
      1,434,230
      1,098,365

    Income from operations
      7,980,546
      6,053,643
      4,775,826

    Other income, net
      6,431
      15,321
      5,083

    Interest expense
      (49,625 )
      (55,619 )
      (70,496 )

    Income before income taxes
      7,937,352
      6,013,345
      4,710,413

    Income taxes
      2,002,467
      1,617,751
      1,299,403

    Net income
      5,934,885
      4,395,594
      3,411,010

    Foreign currency translation (loss)
      (1,401,124 )
      (927,892 )
      (56,001 )

    Comprehensive income
    $ 4,533,761
    $ 3,467,702
    $ 3,355,009

Balance sheet data:

    As
    December 31

    2016
    2015
    2014

     Current assets
     $   34,579,071
     $   16,835,897
     $   11,738,745

    Total assets
    $ 47,079,357
    $ 30,133,944
    $ 22,778,004

    Current liabilities
    $ 15,399,512
    $ 13,652,325
    $ 9,764,087

    Total liabilities
    $ 15,932,287
    $ 13,652,325
    $ 9,764,087

    Total shareholders’ equity
    $ 31,147,070
    $ 16,481,619
    $ 13,013,917

    Shares outstanding
      14,695,347
      12,000,000
      12,000,000

Exchange Rate Information

Our financial information is
presented in U.S. dollars. Our functional currency is Renminbi (“RMB”), the currency of the PRC. Transactions which
are denominated in currencies other than RMB are translated into RMB at the exchange rate quoted by the People’s Bank of
China at the dates of the transactions. Exchange gains and losses resulting from transactions denominated in a currency other than
the RMB are included in statements of operations as foreign currency transaction gains or losses. Our financial statements have
been translated into U.S. dollars in accordance with Statement of Financial Accounting Standard (“SFAS”) No. 52, “Foreign
Currency Translation”, which was subsequently codified within ASC 830, “Foreign Currency Matters”. The financial
information is first prepared in RMB and then is translated into U.S. dollars at period-end exchange rates as to assets and liabilities
and average exchange rates as to revenue and expenses. Capital accounts are translated at their historical exchange rates when
the capital transactions occurred. The effects of foreign currency translation adjustments are included as a component of accumulated
other comprehensive income (loss) in shareholders’ equity.

      1

We make no representation that
any RMB or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or RMB, as the case may be, at any particular
rate, or at all. The PRC government imposes control over its foreign currency reserves in part through direct regulation of the
conversion of RMB into foreign exchange and through restrictions on foreign trade. We do not currently engage in currency hedging
transactions.

The following table sets forth
information concerning exchange rates between the RMB and the U.S. dollar for the periods indicated (www.oanda.com).

    Midpoint
    of Buy and Sell Prices for U.S. Dollar per RMB

    Period
    Period-End
    Average
    High
    Low

    2012
      6.3090
      6.3115
      6.3862
      6.2289

    2013
      6.1090
      6.1938
      6.3087
      6.1084

    2014
      6.1484
      6.1458
      6.2080
      6.0881

    2015
      6.4917
      6.2288
      6.4917
      6.0933

    2016
      6.9448
      6.6441
      7.0672
      6.4494

    September
      6.6702
      6.6745
      6.6878
      6.6636

    October
      6.7740
      6.7272
      6.7821
      6.6679

    November
      6.8872
      6.8432
      6.9243
      6.7595

    December
      6.9448
      6.9330
      7.0672
      6.8826

    2017 (through April 7, 2017)

    January
      6.8817
      6.8987
      6.9535
      6.8466

    February
      6.8689
      6.8723
      6.8842
      6.8541

    March
      6.8912
      6.8947
      6.9155
      6.8681

    April (through April 7, 2017)
      6.8985
      6.8906
      6.8985
      6.8835

As
of April 7, 2017, the exchange rate is RMB 6.8985 to $1.00.

 B. Capitalization and Indebtedness

 Not applicable for annual reports on Form 20-F.

 C. Reasons for the Offer and Use of Proceeds

 Not applicable for annual reports on Form 20-F.

 D. Risk Factors

 Risks Related to Our Business and
Industry

 We may incur liability for unpaid taxes, including penalties.

 In the normal course of its business, our
Company, including in particular Xibolun Automation and Xibolun Equipment, may be subject to challenges from various PRC taxing
authorities regarding the amounts of taxes due. Although the Company’s management believes the Company has paid all or accrued
for all taxes owed by the Company, PRC taxing authorities may take the position that the Company owes more taxes than it has paid
based on transactions conducted by HK Xibolun, which may be deemed a resident enterprise, thereby resulting in taxable liability
for us. HK Xibolun’s purchases and sales of fluid equipment control systems offshore in 2013 could, if so challenged, result
in a tax liability for our company. (See “Risk Factors — Under the Enterprise Income Tax Law, we may be
classified as a ‘Resident Enterprise’ of China. Such classification will likely result in unfavorable tax consequences
to us and our non-PRC stockholders.”)

 The Company recorded a tax liability of $8,744,563
and $6,812,280 as of December 31, 2016 and 2015, respectively, for the possible underpayment of income and business taxes, which
is subject to penalty only. It is possible that the tax liability of the Company for past taxes may be higher than those amounts,
if the PRC authorities determine that we are subject to penalties or that we have not paid the correct amount. Although we have
had unofficial discussions with the local tax authority and believe that it is possible that the Company will reach an agreement
with the local tax authority resulting in a settlement of tax liability lower than the amount currently accrued before the end
of fiscal 2017, we have no guarantee that we will be able to negotiate such a reduction on the tax liability and we cannot be
certain as to how much penalties would be assessed. To the extent our Company is able to negotiate such amounts, national-level
taxing authorities may take the position that localities are without power to reduce such liabilities, and such PRC taxing authorities
may attempt to collect unpaid taxes and penalties in amounts greatly exceeding management’s estimates.

      2

 Our industry is competitive in China.

 The market for installation service in the
pharmaceutical industry is fragmented and relatively competitive. Many of our clients require bidding process before choosing
installation service providers. We compete on the basis of price and service quality.

 The domestic market for valve products is
fragmented and highly competitive. We estimate that there are three relatively large companies with which we compete and more
than one hundred smaller companies with regional presences. The number of these companies varies from time to time. Some of our
valve products compete on the basis of price and are sold in fragmented markets with low barriers to entry, allowing less expensive
domestic producers to gain market share and reduce our margins. To the extent these competitors are able to grow and consolidate,
they may be able to take advantage of economies of scale, which could put further pressure on our margins.

 Our revenue will decrease if the industries in which our
customers operate experience a protracted slowdown.

 Our services mainly serve as key components
in projects and machines operate