昊鑫控股美股招股说明书(2025-04-16版)

Our Class A ordinary shares are approved for trading on The Nasdaq Capital Market, or Nasdaq, under the symbol “HXHX.” Our issued and outstanding share capital is a dual class structure consisting of ClassA ordinary shares and ClassB ordinary shares.Holders of ClassA ordinary shares and ClassB ordinary shares vote together as one class on all matters submitted to a vote by theshareholders at any general meeting of the Company and have the same rights except each ClassA Ordinary Share is entitled to one(1)vote and each ClassB ordinary share is entitled to twenty (20)votes. Also, each ClassB ordinary share is convertible into one(1)ClassA ordinary share at any time at the option of the holder thereof but ClassA ordinary shares are not convertible into ClassBordinary shares. Investing in our Class A ordinary shares involves a high degree of risk. Before buying any Class A ordinary shares, you shouldcarefully read the discussion of material risks of investing in our Class A ordinary shares in “Risk Factors” beginning on page22 of this prospectus. Throughout this prospectus, unless the context indicates otherwise, references to “Haoxin Cayman” or “Haoxin Holdings Limited”refer to HAOXIN HOLDINGS LIMITED昊鑫控股有限公司, a Cayman Islands holding company. References to “we,” “us,” the“Company,” or “our company” refer to Haoxin Cayman and its subsidiaries. References to “PRC subsidiaries” refer to HaoxinCayman’s subsidiaries established under the laws of the People’s Republic of China, or the PRC or China. Haoxin Holdings Limited, or Haoxin Cayman, is a holding company incorporated in Cayman Islands. As a holding companywith no material operations, Haoxin Cayman conducts a substantial majority of its operations through its subsidiariesestablished in the PRC. Investors in our Class A ordinary shares should be aware that they will not and may never directlyhold equity interests in the PRC operating entities, but rather purchasing equity solely in Haoxin Cayman, our CaymanIslands holding company. Haoxin Holdings Limited controls and receives the economic benefits of its PRC subsidiaries’business operation, if any, through equity ownership. We do not use a Variable Interest Entity (“VIE”) structure. Furthermore,shareholders may face difficulties enforcing their legal rights under United States securities laws against us or our directorsand officers who are located outside of the United States. See “Risk Factors – Risks Related to Doing Business in China –Uncertainties in the interpretation and enforcement of Chinese laws and regulations could limit the legal protections availableto us” on page 38 and “Risk Factors – Risks Related to Our Business and Industry – You may have difficulty in effectingservice of legal process, enforcing judgments or bringing actions in China against us or our directors and officers named in theprospectus based on foreign laws” and “Risk Factors – Risks Related to Our Business and Industry – You may incur additionalcosts and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in HongKong against us or our directors and officers named in this prospectus based on Hong Kong laws” on page 51. in our operations and the value of our Class A ordinary shares, or could significantly limit or completely hinder our ability tooffer or continue to offer our securities to investors and cause the value of such securities to significantly decline or beworthless. Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operationsin China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervisionover China-based companies listed overseas using a variable interest entity structure, adopting new measures to extend thescope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.As confirmed by our PRC counsel,PacGate Law Group, we will not be subject to cybersecurity review with the Cyberspace Administration of China, or the“CAC,” after the Cybersecurity Review Measures became effective on February 15, 2022, since we are not an online platformoperator or a critical information infrastructure operator (as defined in the Cybersecurity Review Measures) carrying out dataprocessing activities that affect or may affect national security, and currently do not have over one million users’ personalinformation and do not anticipate that we will be collecting over one million users’ personal information in the foreseeablefuture, which we understand might otherwise subject us to the Cybersecurity Review Measures; we are also not subject tonetwork data security review by the CAC if the Draft Regulations on the Network Data Security Administration are enacted asproposed, since we currently do not have over one million users’ personal information and do not collect data that affects ormay affect national security and we do not anticipate th