SecProbe.io

September 17, 2024
Huajun Yan
Chief Executive Officer
One & one Green Technologies INC
No. 45 Diliman
1 San Rafael Bulacan, Philippines, 3008
Re:One & one Green Technologies INC
Draft Registration Statement on Form F-1
Submitted August 23, 2024
CIK No. 0002034723
Dear Huajun Yan:
            We have reviewed your draft registration statement and have the following comments.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form F-1
Cover Page
1.We note your disclosure that following the offering, One and one International Limited
will carry a majority of the voting power of the company and that the company will be a
"controlled company." Please revise the cover page to disclose, if true, that One and one
International Limited will have the ability to determine all matters requiring approval by
stockholders.
We note your disclosure, "[w]e are a holding company that is incorporated in the Cayman
Islands. As a holding company with no operations, we conduct all of our operations
through our wholly owned subsidiary in Hong Kong, being the wholly foreign-
owned enterprise (“WFOE”), who in turn conducts its operations through Contractual
Arrangements with operating entities in the Philippines. This is commonly known as a
variable interest entity (“VIE”) structure. The Class A Shares offered in this Offering are
Class A Shares of the holding company that is incorporated in the Cayman Islands." 2.

September 17, 2024
Page 2
Please revise your disclosure to disclose prominently on the prospectus cover page that
you are not a Chinese operating company and that your holding company and VIE
structure involves unique risks to investors.
3.We note that you use a holding company and VIE structure. Please refrain from using
terms such as “we” or “our” when describing activities or functions of a VIE. For
example, disclose, if true, that your subsidiaries and/or the VIE conduct operations in the
Philippines, that the VIE is consolidated for accounting purposes but is not an entity in
which you own equity, and that the holding company does not conduct operations.  Please
revise the prospectus throughout accordingly.
4.Provide prominent disclosure about the legal and operational risks associated with being
based in China or Hong Kong. Your disclosure should make clear whether these risks
could result in a material change in your operations and/or the value of the securities you
are registering for sale or could significantly limit or completely hinder your ability to
offer or continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless. Your disclosure should address how recent
statements and regulatory actions by China’s government, such as those related to the use
of variable interest entities and data security or anti-monopoly concerns, have or may
impact the company’s ability to conduct its business, accept foreign investments, or list on
a U.S. or other foreign exchange. Please disclose the location of your auditor’s
headquarters and whether and how the Holding Foreign Companies Accountable Act, as
amended by the Consolidated Appropriations Act, 2023, and related regulations will
affect your company. Your prospectus summary should address, but not necessarily be
limited to, the risks highlighted on the prospectus cover page
5.Provide a description of how cash is transferred through your organization and disclose
your intentions to distribute earnings or settle amounts owed under the VIE agreements.
State whether any transfers, dividends, or distributions have been made to date between
the holding company, its subsidiaries, and consolidated VIEs, or to investors, and quantify
the amounts where applicable. Provide a cross-reference to the consolidated
financial statements.
6.Please amend your disclosure here and in the summary risk factors and risk factors
sections to state that, to the extent cash or assets in the business is in Hong Kong or a
Hong Kong entity, the funds or assets may not be available to fund operations or for other
use outside of Hong Kong due to interventions in or the imposition of restrictions and
limitations on the ability of you, your subsidiaries, or the consolidated VIEs by the PRC
government to transfer cash or assets. On the cover page, provide cross-references to these
other discussions.
7.To the extent you have cash management policies that dictate how funds are transferred
between you, your subsidiaries, the consolidated VIEs or investors, summarize the
policies on your cover page and in the prospectus summary, and disclose the source of
such policies (e.g., whether they are contractual in nature, pursuant to regulations, etc.);
alternatively, state on the cover page and in the prospectus summary that you have no
such cash management policies that dictate how funds are transferred. Provide a cross-
reference on the cover page to the discussion of this issue in the prospectus summary.

September 17, 2024
Page 3
Prospectus Summary, page 1
8.Disclose each permission or approval that you, or your subsidiaries, or the VIEs are
required to obtain from Chinese authorities to operate your business and to offer the
securities being registered to foreign investors. State whether you, your subsidiaries, or
VIEs are covered by permissions requirements from the China Securities Regulatory
Commission (CSRC), Cyberspace Administration of China (CAC) or any other
governmental agency that is required to approve the VIE's operations, and state
affirmatively whether you have received all requisite permissions or approvals and
whether any permissions or approvals have been denied. Please also describe the
consequences to you and your investors if you, or your subsidiaries, or the VIEs: (i) do
not receive or maintain such permissions or approvals, (ii) inadvertently conclude that
such permissions or approvals are not required, or (iii) applicable laws, regulations, or
interpretations change and you are required to obtain such permissions or approvals in the
future.
9.Provide a clear description of how cash is transferred through your organization. Disclose
your intentions to distribute earnings or settle amounts owed under the VIE agreements.
Quantify any cash flows and transfers of other assets by type that have occurred between
the holding company, its subsidiaries, and the consolidated VIEs, and direction of
transfer. Quantify any dividends or distributions that a subsidiary or consolidated VIE
have made to the holding company and which entity made such transfer, and their tax
consequences. Similarly quantify dividends or distributions made to U.S. investors, the
source, and their tax consequences. Your disclosure should make clear if no transfers,
dividends, or distributions have been made to date. Describe any restrictions on foreign
exchange and your ability to transfer cash between entities, across borders, and to U.S.
investors. Describe any restrictions and limitations on your ability to distribute earnings
from the company, including your subsidiaries and/or the consolidated VIEs, to the parent
company and U.S. investors as well as the ability to settle amounts owed under the VIE
agreements.
10.In your summary of risk factors, disclose the risks that your corporate structure and being
based in China or Hong Kong poses to investors. In particular, describe the significant
regulatory, liquidity, and enforcement risks with cross references to the more detailed
discussion of these risks in the prospectus. For example, specifically discuss risks arising
from the legal system in China, including risks and uncertainties regarding the
enforcement of laws and that rules and regulations in China can change quickly with little
advance notice; and the risk that the Chinese government may intervene or influence your
operations at any time, or may exert more control over offerings conducted overseas
and/or foreign investment in China-based issuers, which could result in a material change
in your operations and/or the value of the securities you are registering for sale.
Acknowledge any risks that any actions by the Chinese government to exert more
oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.

September 17, 2024
Page 4
Our Corporate Structure and History, page 4
11.Please refer to the included organizational chart. Please revise to identify the person or
entity that owns the equity in each depicted entity (including the two disclosed VIEs).
Additionally, please describe briefly all contracts and arrangements through which you
claim to have economic rights and exercise control that results in consolidation of the
VIE’s operations and financial results into your financial statements. Describe how this
type of corporate structure may affect investors and the value of their investment,
including how and why the contractual arrangements may be less effective than direct
ownership and that the company may incur substantial costs to enforce the terms of the
arrangements. Disclose the uncertainties regarding the status of the rights of the Cayman
Islands holding company with respect to its contractual arrangements with the VIE, its
founders and owners, and the challenges the company may face enforcing these
contractual agreements due to legal uncertainties and jurisdictional limits.
12.Please refer to the included organizational chart and the two disclosed VIEs.  Please
revise the chart to avoid using solid lines to denote relationships with the VIEs.
Alternatively, with respect to relationships with the VIEs, please use dashed lines without
arrows.
13.We note your disclosure here and on page 39 that the Cayman Islands holding company
controls and receives the economic benefits of the VIE’s business operations through
contractual agreements between the VIEs and your Wholly Foreign-Owned Enterprise
(WFOE) and that those agreements are designed to provide your WFOE with the power,
rights, and obligations equivalent in all material respects to those it would possess as the
sole equity holder of the VIEs. We also note your disclosure elsewhere that the Cayman
Islands holding company is the primary beneficiary of the VIE. However, neither the
investors in the holding company nor the holding company itself have an equity
ownership in, direct foreign investment in, or control of, through such ownership or
investment, the VIEs. Accordingly, please refrain from implying that the contractual
agreements are equivalent to equity ownership in the business of the VIEs. Any references
to control or benefits that accrue to you because of the VIEs should be limited to a clear
description of the conditions you have satisfied for consolidation of the VIEs under U.S.
GAAP. Additionally, your disclosure should clarify that you are the primary beneficiary
of the VIE for accounting purposes.
Risk Factors, page 9
Given the Chinese government’s significant oversight and discretion over the conduct and
operations of your business, please revise to describe any material impact that
intervention, influence, or control by the Chinese government has or may have on your
business or on the value of your securities. Highlight separately the risk that the Chinese
government may intervene or influence your operations at any time, which could result in
a material change in your operations and/or the value of your securities. Also, given
recent statements by the Chinese government indicating an intent to exert more oversight
and control over offerings that are conducted overseas and/or foreign investment in
China-based issuers, acknowledge the risk that any such action could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless. We remind you 14.

September 17, 2024
Page 5
that, pursuant to federal securities rules, the term “control” (including the terms
“controlling,” “controlled by,” and “under common control with”) means “the possession,
direct or indirect, of the power to direct or cause the direction of the management and
policies of a person, whether through the ownership of voting securities, by contract, or
otherwise.
15.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, particularly for companies seeking to list on a foreign
exchange, please revise your disclosure to explain how this oversight impacts your
business and your offering and to what extent you believe that you are compliant with the
regulations or policies that have been issued by the CAC to date.
Use of Proceeds, page 24
16.We note that you have expressed your use of proceeds as percentage of proceeds. Please
revise to also state the approximate dollar amount of proceeds to be used for each
identified use of proceeds.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
28
17.If applicable, please clarify whether inflation has had or is expected to have a material
impact on your operations and results. In addition, please tell us what consideration you
have given to including a risk factor specific to the impact of inflation on your
business.  Please also discuss whether supply chain disruptions have materially affected
your outlook or business goals. Specify whether these challenges have materially
impacted your results of operations or capital resources and quantify, to the extent
possible, how your sales, profits, and/or liquidity have been impacted. Revise to discuss
known trends or uncertainties resulting from mitigation efforts undertaken, if any. Explain
whether any mitigation efforts introduce new material risks, including those related to
product quality, reliability, or regulatory approval of products.  Finally, if
applicable, describe the direct or indirect impact of Russia’s invasion of Ukraine on your
business.
Results of Operations, Comparison of Fiscal Years Ended December 31, 2023 and 2022
Revenue and Gross profit and gross margin, page 30
18.Please revise your disclosure to quantify the extent to which changes in sales
mix impacted your revenues and income from operations for the year ended December 31,
2023. As applicable, describe the extent to which such changes are attributable to changes
in prices or to changes in the volume or amount of products being sold or to the
introduction of new products. Please quantify the extent to which changes in your sales
mix towards aluminum products in relation to copper impacted your revenue, cost of
revenue, and gross margin. Refer to Item 5.A.1 of Form 20-F as referenced from Item
4a of Form F-1.
Operating Expenses, page 31
19.Please expand your discussion to quantify the significant factors resulting in the material
variances in operating expenses for the year ended December 31, 2023. Refer to Item 5.A
of Form 20-F as referenced from Item 4a of Form F-1.

September 17, 2024
Page 6
Our Corporate Structure and History, page 38
20.Please revise the chart to detail the ownership of your Class A and Class B Ordinary
Shares and their respective ownership and voting power percentages.  In this regard, we
note that you have presented the info