浩熙健康科技美股招股说明书(2024-01-29版)

This is an initial public offering of our Class A ordinary shares, par value $0.0001 (“Class A OrdinaryShares”). Prior to this offering, there has been no public market for our Class A Ordinary Shares or Class Bordinary shares, par value $0.0001 per share (“Class B Ordinary Shares”). The initial public offering priceof our Class A Ordinary Shares is $4.00 per share. Our authorized share capital is $20,000 divided into 200,000,000 shares of a par value of $0.0001 each,made up of 150,000,000 Class A Ordinary Shares and 50,000,000 Class B Ordinary Shares, and we have12,210,000 Class A Ordinary Shares and 17,270,000 Class B Ordinary Shares issued and outstanding,respectively. Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights exceptfor voting and conversion rights. In respect of matters requiring a vote of all shareholders, each holder ofClass A Ordinary Shares will be entitled to one vote per one Class A Ordinary Share and each holder ofClass B Ordinary Shares will be entitled to 10 votes per one Class B Ordinary Share. The Class A OrdinaryShares are not convertible into shares of any other class. The Class B Ordinary Shares are convertible intoClass A Ordinary Shares at any time after issuance at the option of the holder on a one-to-one basis. Unless otherwise stated, as used in this prospectus, the terms “we,” “us,” “our,” “Haoxi Cayman,” “ourCompany,” and the “Company” refer to Haoxi Health Technology Limited, an exempted company limitedby shares incorporated under the laws of the Cayman Islands; “Haoxi HK” refers to Haoxi InformationLimited, a Hong Kong corporation and wholly owned subsidiary of Haoxi Cayman; “WFOE” refers toBeijing Haoxi Health Technology Co., Limited, a limited liability company organized under the laws andregulations of the People’s Republic of China (the “PRC”), which company is wholly owned by Haoxi HK;and “Haoxi Beijing” or “the operating entity” refers to Beijing Haoxi Digital Technology Co., Ltd., alimited liability company organized under PRC laws and regulations, which company is wholly owned byWFOE. Haoxi Beijing is formerly known as Beijing Haoxi Culture Media Co., Ltd. before September 4,2020. See “Prospectus Summary—Corporate Structure.” We have received the approval letter from Nasdaq to list our Class A Ordinary Shares on the NasdaqCapital Market (“Nasdaq”) under the symbol “HAO.” Investing in our Class A Ordinary Shares involves a high degree of risk, including the risk of losingyour entire investment. See “Risk Factors” beginning on page 19 to read about factors you shouldconsider before buying our Class A Ordinary Shares. We are a holding company incorporated in the Cayman Islands with no material operations of our own andnot a Chinese operating company. Our operations are conducted in China through our wholly ownedindirect PRC subsidiary, Haoxi Beijing. This is an offering of securities of the offshore holding company inthe Cayman Islands, instead of securities of the operating entity in China. Therefore, you will not directlyhold any equity interests in the operating entity. We are subject to certain legal and operational risksassociated with business operations of Haoxi Beijing in China and the Chinese regulatory authorities coulddisallow our corporate structure, which could cause the value of our securities to significantly decline orbecome worthless. For more details, see “Risk Factors—Risks Related to Doing Business in China—Substantial uncertainties exist with respect to the interpretation and implementation of the PRC ForeignInvestment Law and its Implementation Rules and how they may impact the viability of our currentcorporate structure, corporate governance and business operations;” “Risk Factors—Risks Related to DoingBusiness in China—The PRC government exerts substantial influence over the manner in which weconduct our business activities. The PRC government may also intervene or influence our operations andthis offering at any time, which could result in a material change in our operations and our Class AOrdinary Shares could decline in value or become worthless;” “Risk Factors—Risks Related to DoingBusiness in China—The CSRC has recently promulgated Overseas Listing Trial Measures. Our offeringwill be determined to be an indirect overseas offering and is, therefore, subject to the CSRC filingprocedures, which could significantly limit or completely hinder our ability to offer or continue to offer ourClass A Ordinary Shares to investors and could cause the value of our Class A Ordinary Shares tosignificantly decline or become worthless;” and “Risk Factors—Risks Related to Doing Business inChina—Any requirement to obtain prior approval under the M&A Rules and/or any other regulationspromulgated by relevant PRC regulatory agencies in the future could limit or delay this offering and failureto obtain any such approvals, if required, could have a material adverse effect on our business, operatingresults and reputation, as w