アメリカです。

証券取引委員会

ワシントンD.C.，20549

表：20-F

↓ ↓ 1934 年の証券取引法第 12 条（ b ）または（ g ）に従う登録声明

」と 年次 1934 年の証券取引法のセクション 13 または 15 （ d ）への報告を追求する

本財政年度末まで六月三十日, 2024

↓ ↓ トランジション 1934 年の証券取引法のセクション 13 または 15 （ d ）への報告を追求する

↓ ↓ シェル 1934 年の証券取引法第 13 条または第 15 条（ d ）に基づく会社報告

この幽霊会社が報告した事件の日付が必要です

移行期間中から to

依頼書類番号：001-41933

Haoxi Health Technology Limited

（憲章に記載された登録者の正名）

適用されない

(登録者氏名英文訳)

ケイマン諸島

(登録成立または組織の司法管轄権)

103 号ビル C タワー 8 階 801 号室,

朝陽区惠中里

北京.北京, 中国

（主要執行役所の住所）

Zhen Fan 、最高経営責任者

電話：+ 86-10-13311587976

Eメール：fanzhen@haoximedia.com

103 号ビル C タワー 8 階 801 号室,

朝陽区惠中里

北京.北京, 中国

(Name、電話、電子メールおよび / またはファクシミルの番号会社の連絡先及び住所）

登録または登録予定の証券同法第 12 条（ b ）項を参照。

クラスごとのタイトル		取引コード		登録された各取引所の名称
クラス A 普通株式、 1 株当たり 0.0001 米ドル		ハオ		ナスダック株式市場

登録または登録予定の証券同法第 12 条（ g ）項を参照。

なし

(クラス名)

報告義務のある証券法律の第 15 条（ d ）に基づく。

なし

(クラス名)

各株の発行済株式数を表示します年次報告書の対象となる期間の終了時点における発行者の資本または普通株式の種類。

普通株式総額 32，24 万株（含む 14,970,000A類普通株と17,270,000 クラス b 普通株式）は 2024 年 6 月 30 日に発行されました。

登録者が A である場合はチェックマークで示します。証券法第 405 条に定義されている有名な経験豊富な発行者。

はい、そうです大型加速ファイルサーバ ↓ ↓ ファイルマネージャを加速する

↓ ↓

非加速ファイルサーバ」と新興市場と成長型会社」と

新興成長企業がその準備をする場合米国 GAAP に準拠した財務諸表、登録者が延長移行を使用しないことを選択した場合はチェックマークで示します。取引所第 13 条（ a ）に基づいて提供される新規または改訂された財務会計基準を遵守するための期間行為。

↓ ↓

登録者がチェックマークで表示するセクション 404 （ b ）に基づく ICFR の有効性に関する経営陣の評価に関する報告書と証明書を提出しました。サーベネス · オックスリー法（ 15 U. S.C. 7262 （ b ））監査報告書を作成または発行した登録会計事務所によって。 ↓ ↓ 第 2 条に基づき有価証券を登録する場合法 12 （ b ），出願に含まれる登録者の財務諸表が訂正を反映しているかどうかをチェックマークで示します。以前に発行された財務諸表に誤りがあります ↓ ↓

これらのエラーのいずれかをチェックマークで示します訂正は、登録者のいずれかが受け取ったインセンティブベースの報酬の回復分析を必要とする再記述です。 § 240.10 D—1 （ b ）に基づく関連する回復期間中の執行役員。

↓ ↓ 会計基準をチェックマークで示す登録者はこの書類に含まれる財務諸表を作成するために使用しました：アメリカは会計原則を公認している」と

国際会計基準理事会が発表した国際財務報告基準

↓ ↓	他にも		↓ ↓	前の質問に答えたときに“その他”をチェックした場合は、登録者がどの財務諸表項目に従うかをチェックしてください。プロジェクト17
↓ ↓	第 18 号		↓ ↓	年次報告書の場合はチェックで示します。登録者がシェル会社であるかどうかをマークします（取引法規則 120億 2 で定義されています）。はい

↓ ↓ いいえ

」と（破産に巻き込まれた発行者のみ適用過去 5 年間の議事録）

登録者がチェックマークで表示する 1934 年の証券取引法第 12 条、第 13 条または第 15 条（ d ）によって提出されるすべての書類および報告書を提出している。裁判所が確定した計画に基づく有価証券の配分についてはい ↓ ↓

*違います↓ ↓

目次ページ

序言：序言 PART I

第1項。役員·上級管理職·コンサルタントの身分

第二項です。見積統計データと予想スケジュール

*	第三項です。重要な情報第四項です。その会社に関する情報

プロジェクト4 Aです。未解決従業員意見五番目です。経営と財務回顧と展望

第六項です。

役員、上級管理者、従業員第七項。大株主および関係者取引第八項です。

財務情報

第九項です。		ii
見積もりと看板		1
第10項。	情報を付加する	1
第十一項。	市場リスクの定量的·定性的開示について	1
第十二項。	株式証券を除くその他の証券説明	1
パート II	十三項。	46
違約、延滞配当金、延滞配当金	14項です。	74
所有者を担保する権利と収益の使用を実質的に改正する	第十五項。	75
制御とプログラム	第十六項。	80
【予約】	プロジェクト16 A。	86
監査委員会財務専門家	プロジェクト16 B。	87
道徳的準則	プロジェクト16 Cです。	88
チーフ会計士費用とサービス	プロジェクト16 Dです。	89
免除監査委員会は上場基準を遵守する	プロジェクト16 E。	109
発行者および関連購入者が株式証券を購入する	プロジェクト16 Fです。	110
登録者の認証会計士を変更する		111
プロジェクト16 Gです。	会社の管理	111
16 H項です。	炭鉱安全情報開示	111
プロジェクト16 I。	検査を防止する外国法域に関する開示	111
プロジェクト16 Jです。	インサイダー取引政策	112
プロジェクト16 Kです。	ネットワーク·セキュリティ	112
第三部	17項です。	112
財務諸表	第十八項。	112
財務諸表	プロジェクト19.	113
展示品	序言：序言	113
フォーム 20—F のこの年次報告書では、文脈では以下を参照してください：	●	113
「中国」または「 PRC 」は中華人民共和国へ；	●	113
「クラス A 普通株式」は、 1 株当たり 0.0001 ドル相当の、下記に定義されるハオシ · ケイマンのクラス A 普通株式を指します。各クラス A 普通株式は、 1 票の投票権を有する。	●	113
「クラス b 普通株式」とは、 1 株当たり 0.0001 ドルの名目価の、下記に定義される、ハオシ · ケイマンのクラス b 普通株式を意味します。各クラス A 普通株式は 10 議決権を有する。	●	114
「 Haoxie Beijing 」または「事業主体」は、北京 Haoxie Digital Technology Co. を指します。株式会社中華人民共和国の法令に基づいて組織された有限責任会社で、 WFOE が 100% 所有している会社（下記定義）。	●	114
「 Haoxi HK 」は、香港法人であり、 Haoxi Cayman の完全子会社である Haoxi Information Limited （以下に定義される）を指します。	●	114
「人民元」または「人民元」は、中国の法定通貨です。		115
●	「 SEC 」は、米国証券取引委員会（ Securities and Exchange Commission ）の略。	115
●	●	115
サービスの質、	●	115

販売とマーケティングの有効性

●

広告のデザインやコンテンツの創造性

●

	最適化能力	●

	価格、リベート、割引ポリシー	●

	戦略的関係や	●

	才能のある従業員を募集して引き留める。	事業体の既存の競合他社将来的にはより大きな市場の受容と認識を達成し、人気の数の増加と認定代理店のステータスを確保するメディアを拡大し市場シェアを獲得しますまた、潜在的な競争相手が出現し、大きな市場シェアを獲得する可能性もあります。既存または潜在的な競合他社が重要なパフォーマンス、価格、創造性、最適化または事業主体、事業、業績および財務状況が提供するものよりも他の利点はマイナスになります影響を受けた

事業体の既存と潜在性競合他社は、長い事業履歴、より高いブランド認知度、より大きな広告主などの競争優位性を享受することができます。ベース広告インベントリへのアクセス拡大財務技術マーケティングリソースの大幅な増加

運営主体は伝統的なものと競合する新聞、雑誌、ラジオやテレビ放送などのメディアの形態、広告主と広告収入のための。

事業主体が競争に失敗した場合、広告主の調達、潜在的なメディアパートナーとの代理店関係の確保、広告インベントリへのアクセスの獲得に負ける可能性があります。当社の事業、業績、見通しに悪影響を及ぼす可能性があります。また、オペレーションが事業体の戦略は競争力を維持するか、将来的に成功し続ける。競争の激化はその結果、価格圧力と市場シェアの喪失が起こり、いずれも財務状況に重大な悪影響を及ぼす可能性があります。操作の結果です

事業主体が改善できなかった場合オンラインマーケティング業界における急速に変化する需要、好み、広告トレンド、またはテクノロジーに追いつくためのサービス収益と成長に悪影響を与える可能性があります

	オンラインマーケティング業界はダイナミック：事業主体が（ i ）異なる顧客に対する視聴者の興味、好み、受容性の絶え間ない変化に直面する。広告フォーマット、（ ii ）ビジネスニーズやマーケティング戦略の変化に対応した広告主のニーズの進化、（ 3 ）デジタル広告の革新。その結果、事業体の成功は、その能力のみに依存するのではない。メディアの適切な選択を提供し、効果的な最適化サービスを提供し、クリエイティブな広告アイデアを提供することだけでなく、その能力急速に変化するオンライントレンドやテクノロジーに適応し、既存のサービスの品質を向上させ、新しいサービスを開発 · 導入します。広告主の変化する需要に対応するサービス。	●

	運用指標の変動	●

	私たちまたは競争相手は新しい投資、買収、戦略的パートナーシップ、または合弁企業を発表します	●

当社または競合他社による新しいソリューションおよびサービスおよび拡張の発表；

●

契約の終了または更新の不履行、または主要顧客または戦略投資家との関係におけるその他の重大な悪影響。

●

証券アナリストの財務見積もりの変動

●

当社、競合他社、業界に関する悪意のある宣伝

2024

2023

2022

●

追加または出発主要な人材

●

当社の発行済株式証券のロックアップその他の譲渡制限の解除または追加株式証券の売却

●

当社や業界に影響を与える規制の進展

●

潜在的な訴訟や規制調査。

●

2023 年 6 月 30 日期末

貨物供給業者

購入金額（人民元）；

パーセンタ

主契約条項

海洋エンジン

オーシャンエンジンは、オペレーティングエンティティがオーシャンエンジンのメディアプラットフォームに広告を掲載することを許可しました。最初の契約期間は 2022 年 6 月 16 日に発効し、現行の契約期間は 2024 年 12 月 31 日まで延長されました。総額●2022 年 6 月 30 日期末貨物供給業者購入金額（人民元）；パーセンタ主契約条項孟珠

Mengju は事業体に広告サービスを提供した。契約は 2021 年 1 月 21 日に発効し、 1 年間の有効期間でした。事業体は 2022 年 4 月 7 日に Mengju との契約を更新し、 2023 年 4 月 6 日に契約満了しました。

アオシン

Aoxing は、 Aoxing が正規広告代理店であるメディアプラットフォームに広告を掲載する事業体を許可しました。契約期間は 2021 年 4 月 2 日から 2021 年 12 月 31 日までであり、 2022 年 12 月 31 日まで延長されました。

ドンソン

位置

エリア

（スクエアフィート）

当面の使用

使用条項

年間賃料

801 / 802 、タワー C 、 8 階、建物 103 、 Huizhongli 、朝陽区、北京、中国

執行役員事務所セント期間： 2021 年 6 月 21 日～ 6 月 30 、 2023nd 期間： 2023 年 7 月 1 日～ 2024 年 3 月 31 日

研究開発

期間： 2024 年 4 月 1 日～ 2024 年 6 月 30 日

A. TH：

B. 会期： 2024 年 7 月 1 日～ 2026 年 06 月 30 日

部屋 902 、ユニット 1 、 9 階、望通タワー、佳 No. 6 、朝陽門外大通り、北京市朝陽区、中国

C. オフィス

2024 年 8 月 8 日～ 2025 年 8 月 7 日

D. 施設運営主体は現在のリースは当面のニーズを満たすのに十分です

知的財産権

ソフトウェアの著作権情報

本年次報告書の時点において、事業はエンティティは、入札コンパスのコンピュータソフトウェアの著作権を以下のように 1 つ登録しています：

登記番号

	ソフトウェアのフルネーム	竣工日

	刊行年月日	2022SR1387539

	入札コンパス管理システム V1.0	2022年8月1日

	未発表	ドメイン名

	本年次報告書の時点において、事業はエンティティには以下の 3 つの登録ドメイン名があります。	違います。

	ライセンス番号	ドメイン名

	登録日	有効期限が満了する

	北京 ICP 20013902 — 1	haoximedia.com

	2019 年 3 月 18 日	2025 年 3 月 18 日

	北京 ICP 20013902 — 2	haoxipro.com

	2020 年 4 月 9 日	2025 年 4 月 9 日

商標の情報

本年次報告書の時点において、事業は以下の 11 の登録商標があります。

	違います。	商標

	国際的に	カテゴリー

	登録する	数字

	登録する	投稿日

	有効期限まで	2023年2月7日

	2033 年 2 月 6 日	2023年2月7日

	2033 年 2 月 6 日	2023 年 4 月 7 日

	2033 年 4 月 6 日	2023 年 4 月 7 日

	2033 年 4 月 6 日	2023 年 4 月 7 日

2033 年 4 月 6 日

2023年2月7日

2033 年 2 月 6 日

2023年2月7日

2033 年 2 月 6 日

2023 年 4 月 7 日

2033 年 4 月 6 日

2023 年 4 月 7 日

2033 年 4 月 6 日

2023 年 4 月 7 日

2033 年 4 月 6 日

2023年2月7日

2033 年 2 月 6 日

本年次報告書の時点において、事業はエンティティには入札コンパスを開発する 4 人のメンバーからなる R & D チームがあります。

利子収入

その他の純収入

所得税前収入

所得税

純収入

外貨換算収益

総合収益総額

流動性と資本資源

キャッシュフロー

締切り年数

(US$)

経営活動のための現金純額

投資活動に使用された純現金

融資活動が提供する現金純額

為替レート変動が現金及び現金同等物に与える影響

現金と現金等価物の純増加

年度初めの現金および現金等価額

年末の現金および現金等価額

締切り年数

外貨？外貨

バランスシート

バランスシート

損益

RMB： USD1

RMb の金額は表示されません翻訳に使用されたレートで米ドルに換算された可能性もあります

金融商品の公正価値

私たちの金融商品は主に現金及び現金等価物、売掛金及び関連先売掛金。これらの金融商品の帳簿価値はその本質的に短期的であるため，公正価値はほぼ同じである.

公正価値（「 FV 」）は、資産に対して受け取るか、負債を譲渡するために支払われる為替価格（出口価格）は、元本または最も有利です。測定日の市場参加者間の秩序ある取引における資産または負債の市場このトピックはまた FV を測定する際に観測可能な入力と観測できない入力に基づく分類を必要とする FV 階層。3 つのレベルがあります。 FV の測定に使用できる入力：

レベル 1— 同一の資産または負債のアクティブ市場での価格。

レベル2-レベル1以外の観察可能な入力資産または負債のような価格、非アクティブ市場の見積もり；または他の投入観察可能または観察可能な市場データによって確認されることができる資産または負債の実質的に完全な期限。レベル3-サポートされている観察不可能な入力市場活動が少なく、または全くなく、資産や負債の純資産価値に大きな影響を与える。資産または負債のカテゴリーの決定階層内に当てはまるには重要な判断が必要です四半期ごとに階層開示を評価します。

収入確認

オンラインマーケティングソリューションプロバイダーです。事業主体を通じて、データ分析技術に基づくお客様に合わせたインターネットマーケティングサービスを提供しています。当社の収益主に広告サービス収入を含みます

会計基準更新（「 ASU 」）に従います 2014 — 0 9 修正された遡及的アプローチを用いた顧客との契約からの収益（ FASb ASC トピック 60 6 ）。適用の結果トピック 606 は修正されたレトロスペクティブアプローチを使用したものは重要ではなく、当社の CFS 、ビジネスプロセス、制御やシステムです

広告サービスからの収入は主にオンライン広告サービスの収入を提供する。収入は譲渡承諾によって得られる対価格額です私たちの日常活動で提供されているサービスは、付加価値税(“付加価値税”)を差し引いて入金されます。基準を満たす FASB ASC主題606では、契約における履行義務が移転によってペアになる顧客に約束したサービス。販売されたサービス総額と関連するものも評価します。コスト、または手数料として稼いだ純額。サービス支払いは一般的に納品後に受け取ります。もし私たちが受け取ったら顧客の前払い、このような前払いは私たちに対する負債として記録されている。

項目6.役員、上級管理職、従業員

役員と上級管理職

以下の表は、本年次報告書の時点での取締役および執行役員

名前.名前

年齢

ポスト

鄭ファン

CEO 、取締役、取締役会長

雷旭

首席運営官兼取締役

ユ · グオ

最高財務責任者

劉佳

独立役員

蘇昌茂

独立役員

張建兵

独立役員

以下は、各執行役員の一人一覧の略歴です。監督：

鄭ファン氏母国法律で開示が禁止されている違います。

役員総数

女性は

男性非バイナリありません

公開

性別

第1部：性別同意

役員.取締役

第2部：人口統計的背景

母国管内に在任人数が足りない個人

LGBTQ+

人口統計の背景は明らかにされていない家族関係取締役 · 執行役員はいずれも規則 S—k の項目 401 で定義されている家族関係。

制御会社

本年次報告書の時点で、当社の CEO は、ミスター。Zhen Fan は、発行済のクラス A 普通株式およびクラス b 普通株式の議決権の 83.97% を実質的に所有しています。グループとしてシェアする。ファン氏は、取締役の選出、改正など、株主の承認を必要とする事項を統制する能力を有します。ケイマン企業に関する覚書及び定款の承認及び特定の主要な企業取引の承認行為。その結果、当社はナスダック上場規則の目的で「統括会社」とみなされます。経営会社として、当社は特定のコーポレートガバナンスの要件を遵守する義務の特定の免除に依存することを選択することが許されています含め：

●

提案されたすべての関連者取引を検討して承認する

●

管理職および独立監査員との会議を定期的に開催する

●

適切なコンプライアンスを保証するために、私たちの手続きの十分性と有効性を検討することを含む、私たちの商業行為と道徳的基準を監督する。

補償委員会です。

当社の報酬委員会は 3 人の独立取締役、劉佳、蘇昌茂、張建兵で構成されています。Changmao Su は私たちの議長です。補償委員会報酬委員会は、報酬構造の審査 · 承認について取締役会を支援します。取締役および執行役員に関連するあらゆる形態の報酬です当社の CEO は、委員会の会議に出席しない場合があります。彼の補償は審議されます補償委員会は、とりわけ以下の責任を負います。

●

最高経営責任者の報酬パッケージの審査と承認

●

上級役員以外の役員に対する報酬パッケージの承認と監督

●

当社取締役の報酬を審査し、取締役会に推薦します

●

長期的な奨励的報酬または株式計画を定期的に審査し、承認する

●

その人の経営陣からの独立性に関するすべての要因を考慮した後、報酬コンサルタント、法律顧問、または他のコンサルタントを選択する

●

プログラムまたは類似の取り決め、年間ボーナス、従業員年金および福祉給付計画の見直し。

指名 · コーポレートガバナンス委員会。

私たちの役員と行政は全体として

●

私たちが知っているすべての実益は私たちの普通株の5%以上を持っている。

利益所有権には投票権や投資が含まれています証券関係の権力。以下の説明に加えて，適用されるコミュニティ財産法の制約の下で，指名された人表に示した株主は，その実益が持つすべての普通株に対して独占投票権と投資権を持つ.パーセント. 上場者1人当たりの実益所有権は32，958，964株のA類普通株と17，270，000株の発行済みB類普通株を基礎としている本年度報告日まで。

利益所有権に関する情報当社の5%以上の普通株を保有する役員、上級社員、または実益所有者1人当たり提供されています。利益所有権を確定する米国証券取引委員会の規則によると、一般的にその人は証券に対して投票権または投資権を持つことが要求される。以下に掲げる者の実益所有株式数とその人の所有百分率を計算する際には、行使可能または転換可能なオプション、株式承認証または転換可能証券は、上記各人が保有し、次の日から60日以内に行使することができる。本年度報告書は未弁済とみなされるが、他の人の所有権パーセンテージを計算する際には未弁済とはみなされない。本表の脚注に別途説明又は適用があるコミュニティ財産法の要求を除いて、すべてのリストに記載されている者その実益を持つすべての株式に対して独占投票権と投資権を持っています。

実益所有の普通株式**

A類

普通

株

クラスB

普通

株

合計する

普通

株

パーセント

合計の

普通

株

パーセント

投票の

保持

役員や行政職：

鄭ファン

雷旭ユ · グオ劉佳

蘇昌茂

張建兵

すべての役員と行政は全体として：

株主の5%は

鄭ファン

雷旭

洪利呉

タオ · 趙

メモ：

クラス b 普通株式は、発行後いつでも、保有者の選択により、 1 対 1 でクラス A 普通株式に転換することができます。クラス A 普通株式の数と割合は、クラス b 普通株式の実質所有権は別途示されているため、クラス b 普通株式から転換可能なクラス A 普通株式を除いています。

別段の明記がない限り、各個人の営業住所は、中国北京市朝陽区恵忠里 103 棟 8 階 C タワー 801 号室です。

本年次報告書の時点において、およそ当社の発行済クラス A 普通株式の 64.77% は、米国で 1 人の記録保有者（ Cede & Co. ）によって保有されています。

その他の取り決めは不明です。その後の日付において、当社の経営陣が変更される可能性があります。

登録者の行動の開示誤った補償を回収する

該当しない。

項目 7 。大株主及び関係者取引について

大株主

項目 6 を参照。取締役、上級管理職従業員と E 。共有所有権」。

関係者取引

雇用協定

」と、第 6 項。取締役、上級管理職従業員 · C 。雇用契約と補償契約を締結する」。

関係者との材料取引

関係者取引

関係者名

会社との関係

鄭ファン

当社の株主

六月三十日

関係者に対する債務額

鄭ファン

関連当事者による

2023 年 6 月 30 日と 2024 年 6 月 30 日現在、関連によりパーティ $20，210 と $6，187 は、当社の CEO 兼取締役の Zhen Fan 氏から提供された前払いです。

該当しない。

市場

私たちのA類普通株はすでにナスダック資本市場は2024年1月30日から“HAO”をコードとしている

売却株主

該当しない。

薄めにする

該当しない。

債券発行の支出

該当しない。

項目10.補足情報

資本金

該当しない。

定款の大綱および定款細則を組織する

私たちは免除された会社で登録設立されましたケイマン諸島の法律と私たちの問題は、私たちが改正され、再記述された改正された組織覚書と定款の細則によって管轄されている。 “会社法”と呼ばれるケイマン諸島の会社法やケイマン諸島の一般法です

私たちはこれを引用して今年度に統合します我々が改訂·再記述した組織定款大綱と定款細則の説明を報告し，この説明は提出された

添付ファイル3.1

我々の改訂された表F−1の登録説明(第333−280174号アーカイブ)。

登録事務所

	ケイマン諸島の登録事務所は優良企業サービス有限会社のオフィスに位置して、実際の住所は郵便ポスト北チャンネルキャノン広場102号室です。 712、ケイマン諸島大ケイマンKY 1-9006、私たちの登録事務所の電話番号は+1(345)233-77529です。	取締役会

	主にケイマン諸島以外で事業を展開している会社です	●

	(この目的のために、ケイマン諸島で契約を締結し、ケイマン諸島以外で業務を行うために必要なすべての権力をケイマン諸島で行使することができる)、ケイマン諸島でいかなる人、商号、または会社との貿易を禁止するか	●

	年次株主総会を開催する必要はない	●

	そのメンバー登録簿を同社の株主に公開する必要はない	●

	いかなる後日課税も徴収しないという承諾を得ることができる	●

	他の法域で登録を継続し、ケイマン諸島で登録を取り消すことができる	●

	存続期間の限られた会社として登録することができる	●

独立したポートフォリオ会社に登録することができる。

会社法の違い

ケイマン会社法は、大きく派生しています。範囲は、古いイングランドおよびウェールズの会社法からですが、最近の英国の法令に従っていません。ケイマン会社法と現行の英国会社法には大きな違いがあります。さらに、ケイマン諸社はこの法律は、米国企業とその株主に適用される法律とは異なります。以下は、いくつかの重要な違いの概要である。当社に適用されるケイマン会社法の規定と、当社に法人化された会社に適用される同等の法律の間アメリカ合衆国のデラウェア州。

デラウェア州

ケイマン諸島

組織ファイルのタイトル

保険会社

●

規制された投資会社●不動産投資信託基金

●

自営業を営む

●

その証券を市価で計算することを選択した人

●

米国在外者または米国に長期居住していた者。

●

政府や機関やその道具

●免税実体；●

最低税額の代わりに責任のある人

●

私たちA類の普通株を持っている人は、国境を越えた、ヘッジ、転換、または総合取引の一部として

●

2024 年 6 月 30 日に終了した会計年度における Form 20—F の当社年次報告書の以下の財務諸表は、 Inline XBRL で書式化されています。連結貸借対照表、連結営業利益計算書、連結自己資本変動計算書、連結キャッシュフロー計算書、連結財務諸表注記、テキストブロックとしてタグ付けし、詳細なタグを含む

表紙相互データファイル(添付ファイル101に含まれるイントラネットXBRLのフォーマット)

本年度報告書とともにForm 20-F形式で提出する

本年度報告は20-F表形式で提供される

署名

登録者は、ここに満たすことを証明します。フォーム 20—F に提出するためのすべての要件と、下記署名者にこの年次報告書に署名することを正当に促し、承認した。そのために

Haoxi Health Technology Limited

	投稿者：	/ s / Zhen Fan

	鄭ファン	最高経営責任者、取締役、および

	取締役会議長	(首席行政主任)

	日時： 2024 年 10 月 29 日	HAOXI 健康技術リミット

	連結へのインデックス財務諸表	カタログ

	第(S)ページ	独立公認会計士事務所レポート(PCAOB ID：

連結貸借対照表 2024 年 6 月 30 日および 2023 年 6 月 30 日

合併貸借対照表

6月30日まで

資産

流動資産

現金 · 現金同等物

売掛金純額仕入先への前払い前払い経費 · 売掛金その他の資産

流動資産総額

非流動資産

	財産と設備、純額	経営的使用権資産

	繰延上場コスト	非流動資産総額

	総資産	負債と権益

	流動負債	短期ローン

売掛金

お客様からの進歩

関係者の都合で

課税税金を納める

費用とその他の負債を計算すべきである

賃金と福祉に対処する

営業使用権負債 — 現在

長期経常買掛金

流動負債総額

非流動負債

長期買掛金

長期借入

非経常負債総額

総負債

引受金とその他の事項

株主権益：

クラス A 普通株式（名額 US $）

株当たり、

認可株式

そして

2024 年 6 月 30 日および 2023 年 6 月 30 日時点の発行済株式）

クラス b 普通株式（名額 US $）

株当たり、

許可された株式と

発行済株式（発行済）

追加実収資本

留保利益（累積赤字）

その他の総合損失を累計する

株主権益総額

総負債と株主権益

2022 年 8 月 5 日、同社は組織再編に伴い、 2，500 万普通株式を発行しました（注 1 ）。2022 年 11 月 28 日、同社は 448 万円を発行した。クラス A 普通株式で、額面価値が普通株式に計上されます。普通株式数および 1 株当たりデータへのすべての参照連結財務諸表には、当該株式の発行を遡及的に反映するように調整されました。

付属の注釈は、連結財務諸表です

HAOXI ヘルステクノロジー有限公司

連結営業および包括的な明細書収入

6月30日までの年度は

売上高

収益コスト

総利益

運営費用：

売る

一般と行政

研究開発

総運営費

営業収入

その他の収入(損失)：

利子費用

利子収入

その他の収入(費用)

その他の収入(赤字)を合計して純額

所得税前収入

所得税費用

純収入

総合収益

純収入

外貨換算収益

総合所得総額

1 株当たり利益 *

基本および希釈された

発行済み普通株式加重平均

基本および希釈された

2022 年 8 月 5 日、同社は組織再編に伴い、 2，500 万普通株式を発行しました（注 1 ）。2022 年 11 月 28 日、同社は 448 万円を発行した。クラス A 普通株式で、額面価額は普通株式に計上されます。普通株式数および 1 株当たりデータへのすべての参照連結財務諸表には、当該株式発行を遡及的に反映するように調整されました。

付随の注釈は、これらの不可欠な部分です。連結財務諸表。

HAOXI ヘルステクノロジー株式会社

連結報告書変更の内容

株主自己資本（赤字）年度終了

2022 年 6 月 30 日、 2023 年、 2024 年

普通株*

その他の内容

支払済み

積算

その他

総合的

総額

株主」

株式会社

株価

金額

資本

赤字.赤字

損

(赤字)

ドル

2021年6月30日現在の残高

純収入

株主貢献

外国為替換算調整

2022年6月30日までの残高

純収入

株主貢献

外貨換算調整

2023年6月30日までの残高

	純収入	普通株の発行

	外貨換算調整	2024年6月30日までの残高

	HAOXI ヘルステクノロジー株式会社	統合現金フロー表

	締切り年数	6 月 30 日、

	経営活動のキャッシュフロー	純収入

純収入と業務活動で使用される現金純額を調整する：

減価償却

	営業資産 · 負債の変動	売掛金

	仕入先への前払い	前払い · 債権その他の資産

売掛金

お客様からの進歩

費用とその他の負債を計算すべきである

課税税金を納める

経営的リース使用権資産

リース負債を経営する

賃金と福祉に対処する

経営活動のための現金純額

投資活動によるキャッシュフロー

財産と設備を購入する

第三者への融資

投資活動に使用された純現金

融資活動によるキャッシュフロー

短期借款収益

短期借入金を返済する

関係者による（返済）

関係者からの支払い

IPO 収益（株主）

長期借入金収益

	繰延上場コスト	融資活動が提供する現金純額

	為替レートが現金に及ぼす影響と制限キャッシュ	現金純増

年初の現金

年末現金

キャッシュフロー情報の補足開示：

納めた所得税

利子支払

経営的使用権資産

付属の注釈は、連結財務諸表です

ASC 740-10-25はより可能性があります財務諸表確認及び計量納税申告書において採用される(又は予想される)納税立場の敷居を取得する。それはまだ所得税資産と負債の確認、利息の分類計算と関連する処罰について指導税務頭寸、納税審査年度、中期所得税会計計算と所得税開示があります。いくつありますか 2024年6月30日と2023年6月30日まで、重大な不確定な税収頭寸はない。

(r)付加価値税（ VAT ）

*	販売収入は商品の領収書価値であり、付加価値税を差し引いた純額。付加価値税は販売総価格に基づいており、付加価値税の税率は約

%です。付加価値税は当社がその完成品の生産または買収のコストを含む原材料と他の材料。当社は付加価値税の支払いを記録したまたは売掛金は添付財務諸表からの支払いを差し引く。当社が中国の子会社で提出したすべての増値税申告書届出の日から5年以内に税務機関の審査を受ける。

A. (S)1株当たり収益

会社は1株当たり収益(“EPS”)を計算する ASC 260によれば、“1株当たり収益”(“ASC 260”)である。ASC 260複雑な資本を持つ会社を要求する基本的で希釈された1株当たりの収益を示すための構造。基本的に1株当たり収益は，発行された加重平均普通株で純収益で割ったものである。その間に。1株当たりの収益を希釈することは，一般証券または他の契約を発行する際に起こりうる潜在的希釈を考慮している株は行使されて普通株に転換される。証券は2024年6月30日，2023年，2022年6月30日までの年間で希釈されていない。

(t)総合所得

総合収益は2つの部分からなり純収益とその他の総合収益(赤字)。その他総合収益(赤字)とは，収入，費用，収益，損失のことである米国公認会計原則によると、株主権益の一つの要素として記録されているが、純収益には含まれていない。その他総合収益 (損失)会社がその本位貨幣としてドルを使用しない外貨換算調整を含む。

	注2	重要な会計方針の概要

	(続)	(u)外国通貨の翻訳と取引

	同社の主な経営国·地域中華人民共和国です。その財務状況と経営成果は現地通貨人民元を機能通貨として確定した。同社の現金流量はドル(“ドル”または“ドル”)で報告されている。運営結果と合併後の外貨建ての現金フロー表は報告に述べた期間の平均為替レートで換算した。資産貸借対照表は日外貨建ての負債を適用された有効為替レートで換算する。その日に。機能通貨建ての権益は資本発生時の歴史的為替レートに換算する。貢献する。キャッシュフローは平均換算率で換算されているため，報告されている資産と負債額連結現金フロー表は必ずしも合併残高上の残高の変化と一致するとは限らないシーツです。異なる期間の異なるレート使用による換算調整は単独の構成要素として含まれている. 合併株主権益変動表に含まれる累計その他の全面収益(損失)。収益と外貨取引損失計上会社の総合経営報告書と総合報告書収入を得る。	人民元の米ドルとその他の通貨に対する価値中国の政治·経済状況の変化の変動と影響を受ける。どんな重大な価値も再評価しますドル報告では、人民元レートの変動が会社の財務状況に大きな影響を与える可能性がある

	次の表はこの貨幣を概説した CFSを作成する際に使用するレート：	6 月 30 日現在

6月30日までの年度は

外貨？外貨

バランスシート

バランスシート

当社は、他の最近発行されたしかし、まだ有効ではない会計基準が、現在採用されれば、当社の CFS に重大な影響を与える可能性があります。

(1)	注記 3 — 受取可能勘定科目、純

(2)	2024 年 6 月 30 日および 2023 年 6 月 30 日現在、当社は

(3)

違います。

疑わしい者手当勘定科目

注記 4 — サプライヤーへの進捗、ネット

サプライヤーへの進捗、ネットは以下の通りです。

6 月 30 日現在、

第三者から購入した商品 · サービスの前払い

B. マイナス：不良債権準備

仕入先に対する前払金，純額

注 5 — 前払い費用およびその他の経常資産（純）

前払金経費その他の経常資産の純額は以下のとおりです。

6 月 30 日現在、

	第三者への融資その他売掛金
	2022			2023			2024
小計		978.04			1551.22			2229.07
マイナス：不良債権準備		31.09			51.65			54.43
前払い費用と他の流動資産		441.44			800.39			931.39
融資は事業に対して行われた。短期運転資本目的のパートナーですローンは満期内		3.18	%		3.33	%		2.44	%
1年		1.42	%		1.55	%		1.71	%

興味を持ち、

2.	% は半年ごとに支払われる。

3.	経常資産の 5% を超える個人貸出は以下のとおりです。

4.	2024年6月30日

借り手の名称

元金金額

年利率

2024 年 6 月 30 日時点の利子受取

契約書

期日

借り手 A

借り手 B

疑わしい勘定手当の動きは以下の通りである。

締切り年数

6 月 30 日、

年初残高

現年追加（細分）

年末の残額

注記 6 — 財産、設備、ネット

2023 年 6 月 30 日現在、 ROU の資産 · リース負債 $だった

と $

(fromリース負債の非経常部分）。2024 年 6 月 30 日現在、 ROU の資産 · リース負債 $だった

ゼロ

と $

ゼロ

(fromリース負債の非経常部分）。

2024 年 6 月 30 日期および 2023 年 6 月 30 日期については、同社は運営リースコストが $

と $

それぞれ。

加重平均残留賃貸借期間と加重平均リースの割引率は以下のとおりです。¹As Of

6 月 30 日

加重平均リース残存期間

年

加重平均割引率

¹	注記 9 — 長期支払

2023 年 2 月 7 日、北京豪西はメルセデス · ベンツ · オートファイナンス株式会社との自動車ローン、Ltd. for RMB

）人民元相当の車を購入する

） with a 人民元の頭金

).借入金の返済期間は

人民元の毎月の分割払いで年間

).徐氏レイは保証人でした。2024 年 6 月 30 日現在、長期支払いは $でした。

（現在の部分の $

$の非現在の部分

). 当期に償却された未認識の資金調達費用は $

利子費用に含まれていました残りの未認識資金調達費用は

（現在の部分の $

$の非現在の部分

As Of

6 月 30 日

長期経常買掛金

未認識の資金調達費用長期買掛金経常勘定、ネット

As Of

6 月 30 日長期買掛金非経常勘定

未認識の資金調達費用

長期買掛金 — 非経常勘定、ネット加重平均残留借入期間と必要収益率貸し手が要求するものは以下の通りです。

As Of

6 月 30 日

加重平均残余レンタル期間数ヶ月

貸し手が要求するリターン率

返済スケジュールは以下の通りです。期間の支払

総額

少ないです 1 年

1-2年間

2-3年間超過

3 年間

2024年6月30日まで注記 10 — ローン

当社の短期融資は、以下のとおりです。

2024年6月30日元金金額

年利率

貸付期間中国建設銀行

中国建設銀行

中国建設銀行

中国銀行

中国銀行

総額

注記 10 — 融資

（続きを読む）

2023年6月30日

元金金額

年利率	貸付期間通信銀行	通信銀行
中国銀行	523,540,401 ($73,128,165); 99.66%	中国銀行
中国建設銀行	523,540,401 ($73,128,165); 99.66%	—

中国建設銀行

総額	長期融資は以下のとおりです。 2024年6月30日	元金金額
年に1回	241,942,529 ($34,854,693); 95.95%	利子
レート	241,942,529 ($34,854,693); 95.95%	—

契約期間

通信銀行

細かい点	総額中国建設との融資は銀行は固定金利を持ち、担保がない。	中国通信銀行からの融資は無担保で、変動金利を運行しています。各貸付金の金利は、引出日の貸付利用申請書で合意された加算（減算）ポイントの値に従って、合意された「価格基準日」までの 1 年の中国貸付プライムレート（ LPR ）に基づいています。価格設定基準の適用日は引出日とし、適用される LPR 値は引出日前の最後の公表された LPR 値となります。
中国銀行との融資に関連して、 Lei Xu 氏は融資の返済の保証を提供しました。また、北京資本ファイナンス保証株式会社、Ltd. は徐氏との共同保証を提供しました。	31,466,519 ($4,873,166); 29.96%	2023 年 6 月 30 日時点の貸付残高の処分には、 $が含まれています。
その後返済され、 $	21,062,008 ($3,261,837); 20.05%	延長されました
これらのローンは固定金利を持ち、無担保です。	18,883,363 ($2,924,434); 17.98%	銀行.銀行
金額	14,163,607 ($2,193,493); 13.48%	後続する
配置	85,575,497 ($10,328,496); 81.47%	—

通信銀行

償還された

通信銀行

償還された

中国銀行

償還された

中国銀行

償還された

中国建設銀行
広がる

中国建設銀行

広がる

21,435,000 ($3,087,966); 10.32%

中国建設銀行

広がる

2024 年 6 月 30 日と 2023 年の利子は $

21,435,000 ($3,087,966); 10.32%

—

と $

それぞれ。

注 11 — 関連当事者の取引及び残高	以下の表は、主要な関係者とその関係を示します。 2024 年 6 月 30 日および 2023 年 6 月 30 日現在、当社との取引：関連者の名パーティ	会社との関係
鄭ファン	28,531,391 ($4,418,608); 25.80%	当社の株主
六月三十日	15,685,145 ($2,429,131); 14.18%	関係者に対する債務額
鄭ファン	44,216,536 ($6,847,739); 39.98%	—

関連当事者に対する金額、純

注記 12 株主持分

普通株

2022 年 8 月 5 日、ハオキシの株主覚書と定款を承認しました

株式はクラス A 普通株式として認可されました

株式はクラス b 普通株式として認可されました

1 株当たり（以下、それぞれ「クラス A 普通株式」と「クラス B 普通株式」をそれぞれ含む。クラス A 普通株式の保有者は有権者	1つはクラス b 普通株式の保有者は、 1 株当たり 1 票Haoxi 発行注記 13 — 税金 2024		法人所得税（ CIT ）当社は法人に対する所得税の対象となります。各事業体が居住している場所から得られる収入に基づいています Haoxi はケイマン諸島に法人化された。オフショア持株会社であり、ケイマン諸島の法律の下で所得またはキャピタルゲインに課税されません。 Haoxi hk が香港に持株会社として設立活動のない会社。香港の税法の下では、香港で収入が発生していない場合、事業体は所得税の対象ではありません。 2023		法人所得税（「 EIT 」）中華人民共和国の法律、国内企業と外国投資企業（「 FIE 」）は、通常、統一された法律の対象となります。 % EIT WFOE と Haoxi BJ が対象となるレート。さらに、中華人民共和国法人所得税法は、小規模または適格な小規模および薄い利益を規定しています。企業、年間課税所得は人民元まで百万ドル）の有効 EIt 率の対象となります。 2022
% 2021 年 1 月 1 日から 12 月まで 2022 年 31 日：年間課税所得が RMb を超える場合		13		15		8
百万ドル		7		9		5
RMb を超えない。		7		5		5
百万ドル		3		3		2
）の金額 RMb の過剰		30		32		20

百万ドル

）の有効 EIt 率の対象となります。

2022 年 1 月 1 日から 2022 年 12 月 31 日までの % 。

中華人民共和国国家税務局はさらに、年間課税所得が 300万ルピー（ 42 万ドル）未満の場合、 5% の有効 EIT 税率の対象と規定している。 2027 年 1 月 1 日から 12 月 31 日まで。

所得税の規定は以下の通りである。次へ：

締切り年数

6 月 30 日、

現在の
ケイマン諸島

香港.香港

中国

延期する

ケイマン諸島

3,620

香港.香港

1^中国所得税支給
2^{以下の表は、法定金利と会社の利率を調整しています。
有効税率：}締切り年数
3^{六月三十日}所得税（利益） / 適用税率で計算される費用（

4^税制優遇実際の税率

83,189

注記 13 — 税金

3,201

(続)

繰延税金資産 · 負債

97,833

繰延税金資産 · 負債の構成は以下のとおりです。

6月30日まで

営業純損失繰り越し

繰延税金資産、毛額

純営業損失に対する評価手当		繰延税金資産		各報告日現在、経営陣は繰延税金資産の将来の実現に対する見解に影響を与える可能性のある肯定的 · 否定的な証拠これに基づき評価、評価手当の $		2023 年 6 月 30 日時点の繰延税金資産残高に計上されました。金額繰延税金資産は、当社が十分な将来を生成しない可能性が高いため、実現可能とみなされます。営業損失のこの部分を利用するための課税所得です
納税義務は以下のとおりである。		6 月 30 日現在、		付加価値税		所得税

その他の税金

税金を納めるべきだ

注記 14 — 主要顧客とサプライヤーの集中	主な取引先	2024 年 6 月 30 日に終了した会計年度の顧客なし同社の収益の 10% 以上を占めている。2024 年 6 月 30 日現在、顧客 A と私は約	% と	% of 会社の売掛金総額です。
1	2023 年 6 月 30 日に終了した会計年度のお客様 m と A はおよそ	% と	.シリーズ B 用ワラント、オプションは 4 つのクラス A 普通株で、行使価格 $	誤り
2	会計年度	デイ：ビジネスコンタクトメンバー	アメリカ-公認会計基準：公共カテゴリメンバー	アメリカ-公認会計基準：公共カテゴリメンバー

米国-公認会計基準：関連側メンバー

米国-公認会計基準：関連側メンバー

アメリカ-公認会計基準：公共カテゴリメンバー	アメリカ-公認会計基準：公共カテゴリメンバー	アメリカ-アメリカ公認会計基準：普通株式メンバー US-GAAP：AdditionalPaidInCapitalMembers	アメリカ-公認会計基準：前払いメンバーを保留アメリカ公認会計原則：他の総合収入メンバーを累計	アメリカ-公認会計基準：前払いメンバーを保留 US-GAAP：AdditionalPaidInCapitalMembers	アメリカ公認会計原則：他の総合収入メンバーを累計
1		38	66697133	アメリカ-アメリカ公認会計基準：普通株式メンバー	US-GAAP：AdditionalPaidInCapitalMembers
2		41	66704490	アメリカ-公認会計基準：前払いメンバーを保留	アメリカ公認会計原則：他の総合収入メンバーを累計
3		9	66717573	アメリカ-公認会計基準：前払いメンバーを保留	アメリカ-アメリカ公認会計基準：普通株式メンバー
4		35	66716061	US-GAAP：AdditionalPaidInCapitalMembers	アメリカ公認会計原則：他の総合収入メンバーを累計
5		42	66704508	アメリカ-アメリカ公認会計基準：普通株式メンバー	US-GAAP：AdditionalPaidInCapitalMembers
6		38	66722755	アメリカ-公認会計基準：前払いメンバーを保留	アメリカ公認会計原則：他の総合収入メンバーを累計
7		41	66704499	アメリカ-公認会計基準：前払いメンバーを保留	アメリカ-アメリカ公認会計基準：普通株式メンバー
8		9	66704459	US-GAAP：AdditionalPaidInCapitalMembers	アメリカ公認会計原則：他の総合収入メンバーを累計
9		35	66711997	アメリカ-アメリカ公認会計基準：普通株式メンバー	US-GAAP：AdditionalPaidInCapitalMembers
10		42	66708579	アメリカ-公認会計基準：前払いメンバーを保留	アメリカ公認会計原則：他の総合収入メンバーを累計
11		38	66716067	hao： HaoxiBJMember	米国-GAAP：電力発電設備のメンバー

hao： BorrowersAMember

hao： BorrowersBMember

hao ： BorrowersBMember

ホアオ：北京富士科技有限公司メンバー

ホアオ：北京富士科技有限公司メンバー

hao ：その他メンバー

hao：メルセデス · ベンツ · オートファイナンス株式会社会員

hao： CarMember

アメリカ-GAAP：LoansPayableメンバー

hao： Less ThanOneYearMember

hao： OneAndTwoYearMember

hao： 2And3YearsMember

hao： Morethan3YearsMember

ホアオ：中国建設銀行メンバー

hao：中国建設銀行 OneMember

hao：中国建設銀行 3 メンバー

hao：中国建設銀行四メンバー

hao：中国建設銀行 5 メンバー

hao：中国建設銀行 5 メンバー

hao： BankOfChinaMember

hao： BankOfChinaOneMember

hao： BankOfCommunications メンバー

hao： BankOfCommunicationsOneMember

hao： BankOfChina メンバー

hao： BankOfChina メンバー

hao： BankOfChinaOneMember

hao：中国建設銀行 OneMember

hao：中国建設銀行 OneMember

hao：中国建設銀行 2 メンバー

hao：中国建設銀行 3 メンバー

hao： BankOfChinaTwoMember

hao： BankOfCommunications メンバー

hao： ZhenFanMember

米国-公認会計基準：関連側メンバー

hao： ZhenFanMember

米国-公認会計基準：関連側メンバー

hao： HaoxisMember

アメリカ-公認会計基準：公共カテゴリメンバー

hao ： HaoxisMember

アメリカ-公認会計基準：公共カテゴリメンバー

アメリカ-公認会計基準：公共カテゴリメンバー

アメリカ-公認会計基準：公共カテゴリメンバー

hao： MrFanZhen メンバー

アメリカ-公認会計基準：公共カテゴリメンバー

hao： MrLeiXuAndFour その他の株主メンバー

アメリカ-公認会計基準：公共カテゴリメンバー

アメリカ-GAAP：投資家のメンバー

アメリカ-公認会計基準：公共カテゴリメンバー

アメリカ-公認会計基準：公共カテゴリメンバー

米国-GAAP：IPOメンバー

exch： XNCM

アメリカ-公認会計基準：公共カテゴリメンバー

アメリカ公認会計基準：超過割当オプションメンバー

アメリカ-公認会計基準：公共カテゴリメンバー

アメリカ公認会計基準：超過割当オプションメンバー

国：CN

国：CN

国：CN

hao：法人所得税メンバー

SRT：最小メンバ数

hao：法人所得税メンバー

SRT：最大メンバ数

hao：法人所得税メンバー

国：ケンタッキー州

国：ケンタッキー州

国：香港

国：香港

国：CN

国：CN

hao：お客様メンバー

米国-GAAP：SalesRevenueNetMembers

US-GAAP：顧客集中度リスクメンバー

hao： CustomerIMember

米国-GAAP：SalesRevenueNetMembers

US-GAAP：顧客集中度リスクメンバー

hao： CustomerMMember

米国-GAAP：SalesRevenueNetMembers

US-GAAP：顧客集中度リスクメンバー

hao：お客様メンバー米国-GAAP：SalesRevenueNetMembersUS-GAAP：顧客集中度リスクメンバー

hao： CustomerNMember

アメリカ公認会計基準：売掛金メンバー

US-GAAP：顧客集中度リスクメンバー

hao：顧客メンバー

アメリカ公認会計基準：売掛金メンバー

US-GAAP：顧客集中度リスクメンバー

hao：購入メンバー

米国-GAAP：サプライヤー集中度リスクメンバー

hao：サプライヤー L メンバー

hao：貿易支払金メンバー

米国-GAAP：サプライヤー集中度リスクメンバー

hao ：サプライヤー PMember

hao：購入メンバー

米国-GAAP：サプライヤー集中度リスクメンバー

hao：サプライヤー LMember

hao：貿易支払金メンバー

米国-GAAP：サプライヤー集中度リスクメンバー

hao：サプライヤー PMember

C. アメリカ公認会計基準：副次的事件メンバー

アメリカ公認会計基準：副次的事件メンバー

D. アメリカ公認会計基準：副次的事件メンバー

米国-GAAP：IPOメンバー

hao： PreFundedWarrantsMember

hao：シリーズ AWarrantsMember

アメリカ-公認会計基準：公共カテゴリメンバー

hao：シリーズ BWarrantMember

A. xbrli：株式

iso4217： USD

iso4217： USD

xbrli：株式

xbrli：純粋

ISO 4217：人民元

The operating entity currently relies on ByteDance’s media platforms to acquire user traffic for its advertiser customers during the historical reporting periods. If it fails to maintain its business relationship with ByteDance or ByteDance loses its leading market position or popularity, our business, financial condition and results of operations could be materially and adversely affected, especially if the operating entity is unable to obtain sufficient user traffic from any replacement platform.

Customer Acquisition and Retention

The operating entity’s ability to increase the number of healthcare industry advertiser customers largely depends on its ability to provide one-stop comprehensive online marketing services to improve their ROI in online advertisements, especially its ability to offer media platform resources and reliable service capabilities. It had 243, 393, and 543 advertiser clients for the fiscal years ended June 30, 2022, 2023, and 2024, respectively.

The operating entity’s future sales and marketing efforts will relate to customer acquisition and retention, and general marketing. It intends to keep allocating significant resources to increase the advertisers’ return on ad expenditure.

Regulatory Environment

The operating entity’s business is subject to complex and evolving laws and regulations in China. Many of these laws and regulations are relatively new and subject to changes and uncertain interpretation, and could result in claims, changes to its business practices, monetary penalties, increased cost of operations, declines in user growth or engagement, or other harm to its business.

COVID-19 Pandemic’s Impact on the Operating Entity’s Results of Operations

The COVID-19 pandemic resurgence has affected the operating entity’s business operations in the following manner.

From the middle of 2022 to December 2022, the economy in China slowed down when large-scale COVID-19 resurgences happened in multiple metropolitan areas of China and restrictive measures were widely taken. Several types of COVID-19 variants have emerged in different parts of the world, as well as China. Restrictions and temporary lockdowns had been re-imposed in certain cities in China to combat the outbreaks of COVID-19. As result, our average revenue per customer during the six months ended December 31, 2022 was lower compared to that for the fiscal year ended June 30, 2022 and 2021. However, because more people opted to use various online services since the beginning of the COVID-19 pandemic, there was an increase in the number of the operating entity’s advertiser customers for the six months ended December 31, 2022 compared to that for the six months ended December 31, 2021.

Since December 2022, many of the restrictive policies previously adopted by the Chinese government at various levels to control the spread of COVID-19 have been revoked or replaced with more flexible measures. As a result, Internet users have more chances to purchase the healthcare services they are interested in in person after watching the online advertisements of our advertiser customers. We believe this has incentivized our advertiser customers to invest more of their budget in placing online advertisements. While our average revenue per customer during the fiscal year ended June 30, 2023 was negatively impacted by COVID-19 and relevant restrictive measures, our revenues for the fiscal year ended June 30, 2023 overall were not materially affected by COVID-19. The average revenue per customer increased from $66,489 for the fiscal year ended June 30, 2022 to $71,830 for the fiscal year ended June 30, 2023. In addition, the number of advertiser customers that the operating entity served increased from 243 customers during the fiscal year ended June 30, 2022, to 393 customers during the fiscal year ended June 30, 2023, representing a 61.7% increase. As a result, our revenues generated from online marketing and digital advertising services increased by $12,072,284 from the fiscal year ended June 30, 2022 to the fiscal year ended June 30, 2023. For the fiscal year ended June 30, 2024, the average revenue per customer increased to $89,355, the number of advertiser customers that the operating entity served increased to 543, and our revenue generated from online marketing and digital advertising services increased to $48,519,836. See “Item 5. Operating and Financial Review and Prospects—A. Results of Operations.”

However, any resurgence of the COVID-19 pandemic could negatively affect the execution of customer contracts and the collection of customer payments. The extent of any future impact of the COVID-19 pandemic on the operating entity’s business is still uncertain and cannot be predicted as of the date of this annual report. Any potential impact to its operating results will depend, to a large extent, on future developments and new information that may emerge regarding the duration and severity of the COVID-19 pandemic and the actions taken by government authorities to contain the spread of the COVID-19 pandemic, almost all of which are beyond our control.

Results of operations

For the fiscal years ended June 30, 2024, 2023, and 2022

										Change
	2022			2023			2024			Amount			%
	(US$)			(US$)			(US$)			(US$)
Revenue		16,156,865			28,229,149			48,519,836			20,290,687			72	%
Cost of revenue		15,508,144			26,167,083			45,769,459			19,602,376			75	%
Gross profit		648,721			2,062,066			2,750,377			688,311			33	%

Operating expenses
Sales and marketing		37,488			32,133			41,613			9,480			30	%
General and administrative		239,941			775,961			911,531			135,570			17	%
R&D		102,524			58,161			79,985			21,824			38	%
Total operating cost and expenses		379,953			866,255			1,033,129			166,874			19	%

Income from operations		268,768			1,195,811			1,717,248			521,437			44	%
Interest expenses		(9,961	)		(20,902	)		(41,186	)		(20,284	)		97	%
Interest income					—			76,096			—			—
Other income, net		788			15,496			(16,909	)		(32,405	)		(209	%)

Income before income taxes		259,595			1,190,405			1,735,249			544,844			46	%
Income taxes		15,008			220,653			443,582			222,929			101	%
Net Income		244,587			969,752			1,291,667			321,915			33	%

Foreign currency translation gain		63,037			68,180			387			(67,793	)		(99	%)
Total comprehensive income		307,624			1,037,932			1,292,054			254,122			24	%

B. Liquidity and Capital Resources

Cash flow

	Years Ended
	2022 (US$)			2023 (US$)			2024 (US$)
Net cash used in operating activities		(675,361	)		(872,132	)		(747,576	)
Net cash used in investing activities		(8,698	)		(45,500	)		(3,129,051	)
Net cash provided by financing activities		933,219			1,802,568			9,323,557
Effect of exchange rate changes on cash and cash equivalents		(15,597	)		24,756			5,601
Net increase in cash and cash equivalents		237,626			909,692			5,452,531
Cash and cash equivalent at the beginning of the year		55,886			293,511			1,203,203
Cash and cash equivalent at the end of the year		293,511			1,203,203			6,655,734

Operating activities

Net cash used in operating activities for the fiscal year ended June 30, 2024 was $0.75 million, compared to $0.87 million used in operating activities for the fiscal year ended June 30, 2023. The increase by $0.12 million during the comparative periods was mainly due to a decrease of change in advance from customers by $1.72 million, partly offset by an increase of change in accounts payables by $1.82 million.

Net cash used in operating activities for the fiscal year ended June 30, 2023 was $0.87 million, compared to $0.67 million used in operating activities for the fiscal year ended June 30, 2022. The improvement by $0.20 million during the comparative periods was mainly due to the increase of net income by $0.73 million, an increase of change in advance from customers by $1.76 million and an increase of change in accounts payables by $0.40 million, partly offset by the increase of change in advance payments to media platforms by $2.91 million.

Investing activities

Net cash used in investing activities for the fiscal year ended June 30, 2024 was $3.13 million, compared to $0.46 million used in investing activities for the fiscal year ended June 30, 2023. The increase in cash used in investing activities was mainly due to the increase of loans to third parties by $3.07 million.

Net cash used in investing activities for the fiscal year ended June 30, 2023 was $0.46 million, compared to $8,698 used in investing activities for fiscal year June 30, 2022. The increase in cash used in investing activities reflected the purchase of fixed assets for business purposes.

Financing activities

Net cash provided by financing activities for the fiscal year ended June 30, 2024 was $9.32 million, compared to $1.80 million provided by financing activities for the fiscal year ended June 30, 2023. The increase is mainly attributable to proceeds from our IPO.

Net cash provided by financing activities for the fiscal year ended June 30, 2023 was $1.80 million, compared to $0.93 million provided by financing activities for the fiscal year ended June 30, 2022. The increase is mainly attributable to capital injection by a new shareholder.

Capital expenditures

We made capital expenditures of $55,367 and $45,500 for the fiscal year ended June 30, 2024 and 2023, respectively. Our capital expenditures have been used primarily to purchase fixed assets for business purposes. We estimate that our capital expenditures will increase moderately in the following two or three years to support the expected growth of our business. We anticipate funding our future capital expenditures primarily with net cash flows from operating activities and financing activities.

We made capital expenditures of $45,500 and $8,698 for the fiscal years ended June 30, 2023 and 2022, respectively. Our capital expenditures have been used primarily to purchase fixed assets for business purposes. We estimate that our capital expenditures will increase moderately in the following two or three years to support the expected growth of our business. We anticipate funding our future capital expenditures primarily with net cash flows from operating activities and financing activities.

Contractual Obligations

The following table sets forth our contractual obligations as of June 30, 2024:

	Payment Due by Period
	Total		Less than 1 year		1 – 3 years		3 – 5 years
	(in USD in thousand)
Borrowings	$	1,201,564	$	833,521	$	368,043	$	—
Lease obligations	$	7,717	$	7,717	$	—	$	—
Total	$	1,209,281	$	841,238	$	368,043	$	—

Off-Balance Sheet Arrangements

We have not made into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our own shares and classified as equity, or that are not reflected in our CFS. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. Moreover, we do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or R&D services with us.

C. R&D, Patents and Licenses, etc.

See “Item 4. Information on the Company—B. Business Overview—Intellectual Property.”

D. Trend Information

Other than as disclosed below and elsewhere in this annual report on Form 20-F, we are not aware of any trends, uncertainties, demands, commitments, or events for the period from July 1, 2023 to June 30, 2024 that are reasonably likely to have a material adverse effect on our net revenue, income, profitability, liquidity, or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial condition.

E. Critical Accounting Estimates

Basis of presentation

The accompanying consolidated financial statements (“CFS”) are prepared and presented in accordance with U.S. GAAP.

Principles of consolidation

The accompanying CFS include the accounts of us, and our subsidiaries, of which we are the primary beneficiary, from the dates they were acquired or incorporated. All inter-company transactions and balances were eliminated in the consolidation.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of these CFS, and the reported amounts of revenue and expenses during the reporting period. We continually evaluate these estimates and assumptions based on the most recently available information, historical experience and various other assumptions that we believe to be reasonable under the circumstances. Significant accounting estimates reflected in our CFS include, but are not limited to, estimates and judgments applied in determination of allowance for doubtful receivables, impairment losses for long-lived assets, including intangible assets, valuation allowance for deferred tax assets, and fair value measurement for preferred shares. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates.

Foreign currency translation and transactions

Our principal country of operations is the PRC. The financial position and results of our operations are determined using RMB, the local currency, as the functional currency. Our financial statements are reported using U.S. dollars (“US$”). Assets and liabilities are translated using the exchange rate at each balance sheet date. The statements of operations and the consolidated statements of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period, and shareholders’ equity is translated at historical exchange rates. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Adjustments resulting from the translation are recorded as a separate component of accumulated other comprehensive income/(loss) in shareholders’ equity.

The value of RMB against US$ and other currencies fluctuates and is affected by, among other things, changes in the PRC’s political and economic conditions. Any significant revaluation of RMB may materially affect our financial condition in terms of US$ reporting. The following table outlines the currency exchange rates that were used in creating our CFS in this annual report:

	Years Ended				Years Ended
	2024		2023		2024		2023
Foreign currency	Balance Sheet		Balance Sheet		Profits/Loss		Profits/Loss
RMB:USD1		7.1268		7.2258		7.1592		6.9415

No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rates used in translation.

Fair value of financial instruments

Our financial instruments primarily consist of cash and cash equivalents, accounts receivable and amount due from related parties. The carrying values of these financial instruments approximate fair values due to their short term in nature.

Fair value (“FV”) is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This topic also establishes a FV hierarchy which requires classification based on observable and unobservable inputs when measuring FV. There are three levels of inputs that may be used to measure FV:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the FV of the assets or liabilities.

Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate its hierarchy disclosures each quarter.

Revenue recognition

We are an online marketing solutions provider which provides customer-tailored internet marketing services based on data analysis technology through the operating entity. Our revenue primarily includes advertising service revenue.

We follow Accounting Standards Update (“ASU”) 2014-09 Revenue from Contracts with Customers (FASB ASC Topic 606) using the modified retrospective approach. The results of applying Topic 606 using the modified retrospective approach were insignificant and did not have a material impact on our CFS, business process, controls, or systems.

Revenue from advertising services primarily consists of revenue from providing online advertising services. Revenue is the amount of consideration we are entitled to for the transfer of promised services in the ordinary course of our activities and is recorded net of value-added tax (“VAT”). Consistent with the criteria of FASB ASC Topic 606, we recognize revenue when the performance obligation in a contract is satisfied by transferring the control of a promised service to a customer. We also evaluate whether it is appropriate to record the gross amounts of services sold and the related costs, or the net amounts earned as commissions. Payments for services are generally received after deliveries. In the event we receive an advance from a customer, such advance is recorded as a liability to us.

Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. Directors and Senior Management

The following table sets forth information regarding our directors and executive officers as of the date of this annual report.

Name	Age	Position(s)
Zhen Fan	45	CEO, Director, and Chairman of the Board of Directors
Lei Xu	36	Chief Operating Officer and Director
Yu Guo	39	Chief Financial Officer
Jia Liu	40	Independent Director
Changmao Su	42	Independent Director
Jianbing Zhang	45	Independent Director

The following is a brief biography of each of our executive officers and directors:

Mr. Zhen Fan has served as our director since August 2022, our CEO since September 2022, and our Chairman of the Board of Directors since October 16, 2023. Mr. Fan has over 15 years of experience in online operation and marketing industry. From March 2000 to May 2008, Mr. Fan served as a media specialist at Sohu.Com Limited, where he was responsible for the operation management, content construction, and product development of the financial channel. From September 2009 to March 2012, Mr. Fan served as the Director of Content at www.ifeng.com of Phoenix New Media Limited, where he was responsible for the operation and management of finance and technology real estate channel, as well as channel construction. From March 2018 to December 2021, Mr. Fan served as the Chief Executive Director of Mmtec, Inc. (NASDAQ: MTC), a public company listed on Nasdaq, where he was fully responsible for the company’s business development, team management, and capital operation. Mr. Fan has served as Haoxi Beijing’s President since August 2022, where he is mainly responsible for the company’s capital operation, financing mergers and acquisitions, and resource expansion. Mr. Fan received his Bachelor’s degree in electronic automation from Yangzhou University in Yangzhou, China.

Mr. Lei Xu has served as our Chief Operating Officer since February 2023 and has served as our director since January 2024. Mr. Xu has over 10 years of experience in healthcare marketing industry. From January 2012 to November 2013, Mr. Xu served as the Sales Director at Gonghedianguang Company Hubei Branch, a company works with Hubei Provincial Television in media resources, where he set up and led the team to develop the medical industry business of TV advertising in Hubei Province, creating annual sales of 160 million RMB. From December 2013 to December 2016, Mr. Xu served as the General Manager of Shanghai Runyu Culture Co., Ltd, a company works with Shanghai local station of Tencent Holdings Limited (“Tencent”) in medical and healthcare industry advertising, where he set up and led a team to develop local medical industry customers in Shanghai, provided online marketing services for Tencent’s Shanghai local station, and built related products for medical industry customers like Tencent Dashen Website. From January 2017 to March 2018, Mr. Xu served as the General Manager of Commercialization of Pharmaceutical Sector at Xunyiwenyao Website of Wenkang Group Co., Ltd, where he integrated platform resources, formulated commercial products for customers in the pharmaceutical industry, and determined industry policies. At Xunyiwenyao, he set up a business development team in the pharmaceutical industry, formulated sales strategies, and developed industry customers, promoting a 100% year-on-year increase in the number of market customers and advertising revenue in the pharmaceutical industry. Mr. Xu has served as Haoxi Beijing’s founder and sales manager since April 2018. Mr. Xu received his Bachelor’s degree in Computer Science and Technology from Tianjin Engineering Normal University in 2012.

Ms. Yu Guo has served as our Chief Financial Officer since September 2024. Ms. Guo worked at the Shu Lun Pan Accounting Firm from 2019 to 2022, where she engaged in audit and authentication services. Since August 2022, she has worked as the Financial Reporting Manager at Beijing Haoxi Digital Technology Co., Ltd., a subsidiary of the Company. Ms. Guo earned her Master’s degree in Public Administration from Wuhan University in 2010, and received her Bachelor’s degree in Accounting from Jinan University in 2007. She holds a Certified Public Accountant Professional Qualification Certificate in China.

Ms. Jia Liu has served as our independent director since January 2024. Ms. Liu serves as Chief Financial Officer of Recon Technology Ltd since June 2008 and director of Recon Technology Ltd since July 2021. Ms. Liu has rich experience of U.S. market financing and has detailed knowledge of U.S. GAAP, Sarbanes Oxley, and public sector regulations. Ms. Liu received her Bachelor’s degree from Beijing University of Chemical and Technology, School of Economics and Management in 2006 and her Master’s degree in industrial economics from Beijing Wuzi University in 2009. Ms. Liu is a certified U.S. CPA.

Mr. Changmao Su has served as our independent director since January 2024. Mr. Su served as a product manager at Beijing Sohu New Media Information Technology Co. Ltd. from January 2008 to February 2015, and the CEO of Yisi Interactive (Beijing) Technology Co. Ltd. from March, 2015 to June, 2020. He has worked as vice president of Beijing New Oxygen Technology Co. Ltd. since July 2020. He has successful entrepreneurial experience in the field of medical beauty consumption, has mature operating experience in online and offline user growth, and has designed and operated products with over 10 million daily active users. Mr. Su obtained his Bachelor’s degree in Life Science and Technology from Peking University in 2005.

Mr. Jianbing Zhang has served as our independent director since January 2024. Mr. Zhang has worked as the general manager of Zhonghan Shengtai Biotechnology Co., Ltd. since June 2017. He once served as a marketing director of Shanghai Aopu Bio-Pharmaceutical Co. Ltd. from March 2012 to May 2017 and the general manager of Beijing Keliya Bio-Tech Co. Ltd. from March 2003 to February 2012. Mr. Zhang has more than 20 years of professional experience in the medical device industry. He has a deep understanding of China’s medical device industry and the healthcare service industry. He obtained his Master of Business Administration degree from Shanghai Jiao Tong University in 2016.

Pursuant to our amended and restated articles of association, unless otherwise determined by our Company in a general meeting, we are required to have a minimum of three directors and the exact number of directors will be determined from time to time by our board of directors.

Under our amended and restated articles of association, a director may be appointed by ordinary resolution or by the directors. An appointment of a director may be on terms that the director will automatically retire from office (unless he has sooner vacated office) at the next or a subsequent annual general meeting or upon any specified event or after any specified period in a written agreement between our Company and the director, if any, but no such term will be implied in the absence of express provision. It is expected that, whether by ordinary resolution or by the directors, each director will be appointed on the terms that the director will hold office until the appointment of the director’s successor or the director’s re-appointment at the next annual general meeting, unless the director has sooner vacated office.

Board Diversity

The table below provides certain information regarding the diversity of our board of directors as of the date of this annual report.

Board Diversity Matrix

Country of Principal Executive Offices:		China
Foreign Private Issuer		Yes
Disclosure Prohibited under Home Country Law		No
Total Number of Directors		5

	Female		Male		Non-Binary		Did Not Disclose Gender
Part I: Gender Identity
Directors		1		4		0		0
Part II: Demographic Background
Underrepresented Individual in Home Country Jurisdiction		0
LGBTQ+		0
Did Not Disclose Demographic Background		0

Family Relationships

None of our directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K.

Controlled Company

As of the date of this annual report, our CEO, Mr. Zhen Fan, beneficially owns 83.97% of the voting power of our issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares as a group. Mr. Fan has the ability to control matters requiring shareholder approval, including the election of directors, amendment of memorandum and articles of association and approval of certain major corporate transactions in accordance with the Cayman Companies Act. As a result, we are deemed a “controlled company” for the purpose of the Nasdaq listing rules. As a controlled company, we are permitted to elect to rely on certain exemptions from the obligations to comply with certain corporate governance requirements, including:

●

the requirement that our director nominees be selected or recommended solely by independent directors; and

●

the requirement that we have a nominating and corporate governance committee and a compensation committee that are composed entirely of independent directors with a written charter addressing the purposes and responsibilities of the committees.

Although we do not intend to rely on the controlled company exemptions under the Nasdaq listing rules even if we are deemed a controlled company, we could elect to rely on these exemptions in the future, and if so, you would not have the same protection afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.

B. Compensation

For the year ended June 30, 2024, we paid approximately RMB445,987 (US$62,295) in cash to our executive officers and directors ,and in fiscal 2024, we paid $7,500 and $3,500 in labor fees for our independent directors Jia Liu and Changmao Su, respectively. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our directors and executive officers.

Our operating entity is required by law to make contributions equal to certain percentages of each employee’s salary for his or her medical insurance, maternity insurance, workplace injury insurance, unemployment insurance, pension benefits through a PRC government-mandated multi-employer defined contribution plan and other statutory benefits.

C. Board Practices

Board of Directors

Our board of directors consists of five directors. Our board of directors has determined that our three independent directors, Jia Liu, Changmao Su, and Jianbing Zhang satisfy the “independence” requirements of the Nasdaq corporate governance rules.

Duties of Directors

Under Cayman Islands law, all of our directors owe three types of duties to us: (i) statutory duties, (ii) fiduciary duties, and (iii) common law duties. The Cayman Companies Act imposes a number of statutory duties on a director. Under Cayman Islands law, the fiduciary duties owed by a director include (a) a duty to act in good faith in what the director considers are in the best interests of the company, (b) a duty to exercise their powers in the company’s interests and only for the purposes for which they were given, (c) a duty to avoid improperly fettering the exercise of the director’s future discretion, (d) a duty to avoid any conflict of interest (whether actual or potential) between the director’s duty to the company and the director’s personal interests or a duty owed to a third party, and (e) a duty not to misuse the company’s property (including any confidential information and trade secrets). The common law duties owed by a director are those to exercise appropriate skill and care. The relevant threshold measure for such standard is that of a reasonable diligent person having both the general knowledge, skill, and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company, and the general knowledge, skill, and experience that that director has. In fulfilling their duty to us, our directors must ensure compliance with our amended and restated memorandum and articles of association, as amended and restated from time to time, and our shareholder resolutions. We have the right to seek damages where certain duties owed by any of our directors are breached.

The functions and powers of our board of directors include, among others:

	●	appointing officers and determining the term of office of the officers;

	●	exercising the borrowing powers of the company and mortgaging the property of the company; and

	●	maintaining or registering a register of mortgages, charges, or other encumbrances of the company.

Terms of Directors and Executive Officers

All of our executive officers are appointed by and serve at the discretion of our board of directors.

Interested Transactions

A director may, subject to any separate requirement for audit committee approval under applicable law, the amended and restated memorandum and articles of association or the Nasdaq Stock Market Listing Rules, or disqualification by the chairman of the relevant board meeting, vote in respect of any contract or transaction in which he or she is interested, provided that the nature of the interest of any directors in such contract or transaction is disclosed by him or her at or prior to its consideration and any vote in that matter.

Employment Agreements and Indemnification Agreements

We entered into employment agreements with each of our executive officers. Pursuant to employment agreements, the form of which is filed as Exhibit 4.2 to the registration statement of which this annual report is a part, we will agree to employ each of our executive officers for a specified time period, which may be renewed upon both parties’ agreement 30 days before the end of the current employment term. We may terminate the employment for cause, at any time, without notice or remuneration, for certain acts of the executive officer, including the commitments of any serious or persistent breach or non-observance of the terms and conditions of the employment, conviction of a criminal offense, willful disobedience of a lawful and reasonable order, fraud or dishonesty, receipt of bribery, or severe neglect of his or her duties. An executive officer may terminate his or her employment at any time with a one-month prior written notice. Each executive officer agrees to hold, both during and after the employment agreement expires, in strict confidence and not to use or disclose to any person, corporation or other entity without written consent, any confidential information.

We have also entered into indemnification agreements with each of our directors and executive officers. Under these agreements, we have agreed to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company.

Committees of the Board of Directors

We established three committees under the BOD: an audit, a compensation, and a nominating and corporate governance committee. Our independent directors serve on each of the committees. We adopted a charter for each of the three committees. Each committee’s members and functions are described below.

Audit Committee. Our audit committee consists of our three independent directors Jia Liu, Changmao Su, and Jianbing Zhang. Jia Liu is the chairperson of our audit committee. We determined that each of our independent directors also satisfy the “independence” requirements of Rule 10A-3 under the Securities Exchange Act. Our board also has determined that Jia Liu qualifies as an audit committee financial expert within the meaning of the SEC rules or possesses financial sophistication within the meaning of the Nasdaq listing rules. The audit committee oversees our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee is responsible for, among other things:

	●	appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;

	●	reviewing with the independent auditors any audit problems or difficulties and management’s response;

	●	discussing the annual audited financial statements with management and the independent auditors;

	●	reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures;

	●	reviewing and approving all proposed related party transactions;

	●	meeting separately and periodically with management and the independent auditors; and

	●	monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.

Compensation Committee. Our compensation committee consists of our three independent directors, Jia Liu, Changmao Su, and Jianbing Zhang. Changmao Su is the chairperson of our compensation committee. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our CEO may not be present at any committee meeting during which his compensation is deliberated. The compensation committee is responsible for, among other things:

	●	reviewing and approving the total compensation package for our most senior executive officers;

	●	approving and overseeing the total compensation package for our executives other than the most senior executive officers;

	●	reviewing and recommending to the board with respect to the compensation of our directors;

	●	reviewing periodically and approving any long-term incentive compensation or equity plans;

	●	selecting compensation consultants, legal counsel or other advisors after taking into consideration all factors relevant to that person’s independence from management; and

	●	reviewing programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans.

Nominating and Corporate Governance Committee. Our nominating and corporate governance committee consists of our three independent directors, Jia Liu, Changmao Su, and Jianbing Zhang. Jianbing Zhang is the chairperson of our nominating and corporate governance committee. The nominating and corporate governance committee assists the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee is responsible for, among other things:

	●	identifying and recommending nominees for appointment or re-appointment to our board of directors or for appointment to fill any vacancy;

	●	reviewing annually with our BOD its current composition in light of the characteristics of independence, age, skills, experience and availability of service to us;

	●	identifying and recommending to our BOD to serve as members of committees;

	●	advising the board, periodically, with respect to significant developments in the law and practice of corporate governance, as well as our compliance with applicable laws and regulations, and making recommendations to our board of directors on all matters of corporate governance and on any corrective action to be taken; and

	●	monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.

Foreign Private Issuer Status

As a foreign private issuer, we are exempt from the rules under the Exchange Act, prescribing the furnishing and content of proxy statements, and its officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file quarterly periodic reports and financial statements with the SEC as frequently or as promptly as U.S. domestic issuers, and are not required to disclose in its periodic reports all of the information that U.S. domestic issuers are required to disclose. We are permitted to follow corporate governance practices in accordance with Cayman Islands law in lieu of most of the corporate governance rules set forth by Nasdaq. As a result, our corporate governance practices differ in some respects from those required to be followed by U.S. companies listed on a national securities exchange.

D. Employees

See “Item 4. Information on the Company—B. Business Overview—Employees.”

E. Share Ownership

The following table sets forth information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of our ordinary shares as of the date of this annual report for:

	●	each of our directors and executive officers;

	●	our directors and executive officers as a group; and

	●	each person known to us to own beneficially more than 5% of our ordinary shares.

Beneficial ownership includes voting or investment power with respect to the securities. Except as indicated below, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all ordinary shares shown as beneficially owned by them. Percentage of beneficial ownership of each listed person is based on 32,958,964 Class A ordinary shares and 17,270,000 Class B ordinary shares outstanding as of the date of this annual report.

Information with respect to beneficial ownership has been furnished by each director, officer, or beneficial owner of 5% or more of our ordinary shares. Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that such person have voting or investment power with respect to securities. In computing the number of shares beneficially owned by a person listed below and the percentage ownership of such person, shares underlying options, warrants, or convertible securities held by each such person that are exercisable or convertible within 60 days of the date of this annual report are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person. Except as otherwise indicated in the footnotes to this table, or as required by applicable community property laws, all persons listed have sole voting and investment power for all shares shown as beneficially owned by them.

	Ordinary Shares Beneficially Owned**
	Class A Ordinary Shares		Class B Ordinary Shares		Total Ordinary Shares		Percentage of Total Ordinary Shares			Percentage of Votes Held
Directors and Executive Officers: ⁽¹⁾
Zhen Fan⁽¹⁾		—		17,270,000		17,270,000		34.38	%		83.97	%
Lei Xu		5,360,000		—		5,360,000		10.67	%		2.61	%
Yu Guo		—		—		—		—			—
Jia Liu		—		—		—		—			—
Changmao Su		—		—		—		—			—
Jianbing Zhang		—		—		—		—			—

All directors and executive officers as a group:		5,360,000		17,270,000		22,630,000		45.05	%		86.58	%

5% Shareholders:
Zhen Fan		—		17,270,000		17,270,000		34.38	%		83.97	%
Lei Xu		5,360,000		—		5,360,000		10.67	%		2.61	%
Hongli Wu		5,360,000		—		5,360,000		10.67	%		2.61	%
Tao Zhao		890,000		—		890,000		1.77	%		0.43	%

Notes:

The Class B Ordinary Shares are convertible into Class A Ordinary Shares at any time after issuance at the option of the holder on a one-to-one basis. The number and percentage of Class A Ordinary Shares exclude Class A Ordinary Shares convertible from Class B Ordinary Shares as the beneficial ownership of Class B Ordinary Shares is presented separately.

(1)

Unless otherwise indicated, the business address of each of the individuals is Room 801, Tower C, Floor 8, Building 103, Huizhongli, Chaoyang District, Beijing, China.

As of the date of this annual report, approximately 64.77% of our issued and outstanding Class A ordinary shares are held in the U.S. by one record holder (Cede & Co.).

We are not aware of any other arrangement that may, at a subsequent date, result in a change of control of our Company.

F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation

Not applicable.

Item 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. Major Shareholders

See “Item 6. Directors, Senior Management and Employees—E. Share Ownership.”

B. Related Party Transactions

Employment Agreements

See “Item 6. Directors, Senior Management and Employees—C. Board Practices—Employment Agreements and Indemnification Agreements.”

Material Transactions with Related Parties

Related party transactions

Name of related parties		Relationship with the Company
Zhen Fan		A shareholder of the Company

	June 30,
	2024		2023		2022
Amounts due to a related party
Zhen Fan	$	6,187	$	20,210	$	—
Amounts due to a related party, net	$	6,187	$	20,210	$	—

Due to a Related Party

As of June 30, 2023 and 2024, due to a related party of $20,210 and $6,187 represented advances provided by our CEO and director, Mr. Zhen Fan.

C. Interests of Experts and Counsel

Not applicable.

Item 8. FINANCIAL INFORMATION

A. Consolidated Statements and Other Financial Information

We have appended consolidated financial statements filed as part of this annual report. See “Item 18. Financial Statements.”

Legal Proceedings

From time to time, the operating entity may become a party to various legal or administrative proceedings arising in the ordinary course of our business, including actions with respect to intellectual property infringement, violation of third-party licenses or other rights, breach of contract, and labor and employment claims. The operating entity is currently not a party to, and it is not aware of any threat of, any legal or administrative proceeding that, in the opinion of our management, is likely to have any material and adverse effect on our business, financial condition, cash flow, or results of operations.

Dividend Policy

Since our inception, we have not declared or paid cash dividends on our Class A Ordinary Shares. Any decision to pay dividends in the future will be subject to a number of factors, including our financial condition, results of operations, the level of our retained earnings, capital demands, general business conditions, and other factors our board of directors may deem relevant. We currently intend to retain most, if not all, of our available funds and any future earnings to fund the operation, development, and growth of our business, and, as a result, we do not expect to pay any dividends in the foreseeable future. Consequently, we cannot give any assurance that any dividends may be declared and paid in the future.

Under Cayman Islands law, a Cayman Islands company may pay a dividend on its shares out of either profit or share premium, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts due in the ordinary course of business.

If we determine to pay dividends on any of our Class A Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds from Haoxi Beijing. As a result, in the event that Haoxi Beijing incurs debt on its own behalf in the future, the instruments governing the debt may restrict any such entity’s ability to pay dividends or make other distributions to us.

Current PRC regulations permit Haoxi Beijing to pay dividends to Haoxi HK only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, each of our subsidiaries in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Each of such entity in China is also required to further set aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at the discretion of its board of directors. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation.

The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, we may experience difficulties in complying with the administrative requirements necessary to obtain and remit foreign currency for the payment of dividends from our profits, if any. Furthermore, if our subsidiaries and affiliates in the PRC incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments. If we or our subsidiaries are unable to receive all of the revenue from our operations, we may be unable to pay dividends on our Class A Ordinary Shares.

Cash dividends, if any, on our Class A Ordinary Shares will be paid in U.S. dollars. Haoxi Beijing is required to withhold any sum from its dividends for tax withholding purposes. See “Item 10. Additional Information—E. Taxation —PRC Enterprise Taxation.”

B. Significant Changes

Except as disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of our audited CFS included in this annual report.

Item 9. THE OFFER AND LISTING

A. Offer and Listing Details.

Our Class A ordinary shares have been listed on the Nasdaq Capital Market since January 30, 2024 under the symbol “HAO.”

B. Plan of Distribution

Not applicable.

C. Markets

Our Class A ordinary shares have been listed on the Nasdaq Capital Market since January 30, 2024 under the symbol “HAO.”

D. Selling Shareholders

Not applicable.

E. Dilution

Not applicable.

F. Expenses of the Issue

Not applicable.

Item 10. ADDITIONAL INFORMATION

A. Share Capital

Not applicable.

B. Memorandum and Articles of Association

We are an exempted company incorporated under the laws of the Cayman Islands and our affairs are governed by our amended and restated memorandum and articles of association, as amended and restated from time to time, and Companies Act (As Revised) of the Cayman Islands, which we refer to as the Companies Act below, and the common law of the Cayman Islands.

We incorporate by reference into this annual report the description of our amended and restated memorandum and articles of association, which was filed as Exhibit 3.1 to our registration statement on Form F-1, as amended (File No. 333-280174).

Registered Office

Our registered office in the Cayman Islands is located at the offices of Quality Corporate Services Ltd., whose physical address is Suite 102, Cannon Place, North Sound Road, P.O. Box 712, Grand Cayman KY1-9006, Cayman Islands, and the phone number of our registered office is +1 (345) 233- 7529.

Board of Directors

See “Item 6. Directors, Senior Management and Employees.”

Ordinary Shares

General

As of the date of this annual report, we are authorized to issue 150,000,000 Class A Ordinary Shares, par value $0.0001 per share, and 50,000,000 Class B Ordinary Shares, par value $0.0001 per share. Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. In respect of matters requiring a vote of all shareholders, each holder of Class A Ordinary Shares will be entitled to one vote per one Class A Ordinary Share and each holder of Class B Ordinary Shares will be entitled to 10 votes per one Class B Ordinary Share. The Class A Ordinary Shares are not convertible into shares of any other class. The Class B Ordinary Shares are convertible into Class A Ordinary Shares at any time after issuance at the option of the holder on a one-to-one basis. All our outstanding ordinary shares are fully paid and non-assessable. Certificates representing the ordinary shares are issued in registered form. Our shareholders who are non-residents of the Cayman Islands may freely hold and vote their ordinary shares.

Dividends

Subject to the provisions of the Cayman Companies Act and any rights and restrictions attaching to any of our shares:

(a)

the directors may from time to time declare and pay interim dividends or recommend final dividends in accordance with the respective rights of the shareholders if it appears to them that they are justified by the financial position of the Company and that such dividends may lawfully be paid; and

(b)

our shareholders may, by ordinary resolution, declare dividends but no such dividend shall exceed the amount recommended by the directors.

Dividends may be declared and paid out of any funds of the Company lawfully available for distribution. No dividend shall be paid otherwise than out of profits or, subject to the requirements of the Companies Act regarding the application of a company’s share premium account and with the sanction of an ordinary resolution, the share premium account. The directors, when paying, dividends to shareholders may make such payment either in cash or in specie. No dividend shall bear interest against the Company.

Conversion

Class A Ordinary Shares are not convertible. Class B Ordinary Shares are convertible, at the option of the holder thereof, into Class A Ordinary Shares on a one-to-one basis. The right to convert shall be exercisable by the holder of the Class B Ordinary Shares delivering a written notice to the Company that such holder elects to convert a specified number of Class B Ordinary Shares into Class A Ordinary Shares.

Voting Rights

On a poll, every shareholder who is present in person and every person representing a shareholder by proxy shall have one vote for each Class A Ordinary Share and 10 votes for each Class B Ordinary Share of which he or the person represented by proxy is the holder. In addition, all shareholders holding shares of a particular class are entitled to vote at a meeting of the holders of that class of shares. Votes may be given either personally or by proxy.

Transfer of Ordinary Shares

The instrument of transfer of any share shall be in an writing in any usual or common form or such other form as the directors may, in their absolute discretion, approve and be executed for on behalf of the transferor and if in respect of a nil or partly paid up share, or if so required by the directors, shall also be executed on behalf of the transferee and shall be accompanied by the share certificate (if any) to which it relates and such other evidence as the directors may reasonably require to show the right of the transferor to make the transfer. The transferor shall be deemed to remain a shareholder until the name of the transferee is entered in the register of members of the Company in respect of the relevant shares.

The directors may in their absolute discretion decline to register any transfer of share which is not fully paid up or on which the Company has a lien. The directors may also, but are not required to, decline to register any transfer of any share unless:

(a)

the instrument of transfer is lodged with the Company, accompanied by the certificate (if any) for the Shares to which it relates and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer;

(b)

the instrument of transfer is in respect of only one class of shares;

(c)

the instrument of transfer is properly stamped, if required;

(d)

in the case of a transfer to joint holders, the number of joint holders to whom the Share is to be transferred does not exceed four;

(e)

the shares transferred are Fully Paid Up and free of any lien in favor of the Company; and

(f)

any applicable fee of such maximum sum as the Stock Exchanges may determine to be payable, or such lesser sum as the Board may from time to time require, related to the transfer is paid to the Company.

The registration of transfers may, on 14 days’ notice being given by advertisement in such one or more newspapers or by electronic means, be suspended and the register of members closed at such times and for such periods as the directors may, in their absolute discretion, from time to time determine, provided always that such registration of transfer shall not be suspended nor the register of members closed for more than 30 days in any year. The instruments of transfer that are registered shall be retained by the company.

Our articles of association provides that upon any sale, transfer, assignment or disposition of Class B Ordinary Shares by a holder thereof to any person or entity which is not an affiliate of such holder, such Class B Ordinary Shares validly transferred to the new holder shall be automatically and immediately converted into such number of Class A Ordinary Shares calculated based on the 1 to 1 conversion rate except where the sale, transfer, assignment or disposition is in relation to 50% of the then issued and outstanding Class B Ordinary Shares, such transferred Class B Ordinary Shares will not be converted into Class A Ordinary Shares and will remain as Class B Ordinary Shares.

Liquidation

If we are wound up, the shareholders may, subject to any other sanction required by the Cayman Companies Act, pass a special resolution allowing the liquidator to do either or both of the following:

(a)

divide amongst the shareholders in specie the whole or any part of our assets and, for that purpose, value any assets and determine how the division shall be carried out as between the shareholders or different classes of shareholders; and/or

(b)

vest the whole or any part of the assets in trustees for the benefit of the shareholders and those liable to contribute to the winding up.

No shareholder will be compelled to accept any asset upon which there is a liability.

Calls on Ordinary Shares

Subject to the terms of allotment, the directors may from time to time make calls on the shareholders in respect of any monies unpaid on their shares (whether on account of the nominal value of the shares or by way of premium or otherwise) and each shareholder shall (subject to receiving at least 14 days’ notice specifying the time or times of payment), pay to us the amount called on his shares. Shareholders registered as the joint holders of a share shall be jointly and severally liable to pay all calls in respect of the share.

Any amount payable in respect of a share, whether on allotment or on a fixed date or otherwise, shall be deemed to be payable as a call. If the amount is not paid when due the provisions of the articles shall apply as if the amount had become due and payable by virtue of a call.

If a call remains unpaid after it has become due and payable the directors may give to the person from whom it is due not less than 14 clear days’ notice requiring payment of the amount unpaid; any interest which may have accrued (the default rate is ten per cent per annum); any expenses which have been incurred by the Company due to that person’s default. The directors shall be at liberty to waive payment of the interest wholly or in part.

Forfeiture or Surrender of Shares

If a shareholder fails to pay any call or installment of a call in respect of partly paid shares on the day appointed for payment, the directors may serve a notice on the shareholder requiring payment of the unpaid call or installment, together with any interest which may have accrued. The notice must name a further day (not earlier than the expiration of 14 days from the date of the notice) on or before which the payment required by the notice is to be made, and must state that in the event of non-payment at or before the time appointed, the shares in respect of which the call is made will be liable to be forfeited.

If the requirements of any such notice are not complied with, the directors may, before the payment required by the notice has been made, resolve that any share in respect of which that notice has been given be forfeited. The forfeiture shall include all dividends or other monies payable in respect of the forfeited share and not paid before the forfeiture.

A forfeited share may be sold, re-allotted or otherwise disposed of on such terms and in such manner as the directors determine either to the former shareholder who held that share or to any other person. The forfeiture or surrender may be cancelled on such terms as the directors think fit at any time before a sale, re-allotment or disposition.

A person whose shares have been forfeited shall cease to be a shareholder in respect of the forfeited shares, but shall, notwithstanding such forfeiture, remain liable to pay to us all monies which at the date of forfeiture were payable by him to us in respect of the shares forfeited, however, the directors may waive payment wholly or in part. On forfeiture or surrender, (a) the name of the shareholder concerned shall be removed from the register of members as the holder of those shares and that person shall cease to be a shareholder in respect of those shares; and (b) that person shall surrender to the company for cancellation the certificate (if any) for the forfeited or surrendered shares.

A statutory declaration in writing that the declarant is a director or secretary, and that a share in the Company has been duly forfeited or surrendered on a date stated in the declaration shall be conclusive evidence of the facts in the declaration as against all persons claiming to be entitled to the particular share(s).

The directors may accept the surrender for no consideration of any fully paid share.

Redemption of Ordinary Shares

Subject to the Cayman Companies Act and our articles of association, we may:

(a)

issue shares that are to be redeemed or are liable to be redeemed, at our option or at the option of the shareholder holding those redeemable shares, in the manner and upon the terms as may be determined, before the issue of those shares, by the directors;

(b)

with the consent by special resolution of the shareholders holding shares of a particular class, vary the rights attaching to that class of shares so as to provide that those shares are to be redeemed or are liable to be redeemed at the option of the Company on the terms and in the manner which the directors determine at the time of such variation;

(c)

purchase our own shares (including any redeemable shares) on the terms and in the manner which the directors determine at the time of such purchase; and

(c)

make a payment in respect of the redemption or purchase of our own shares in any manner permitted by the Cayman Companies Act, including out of any combination of the following: capital, its profits and the proceeds of a fresh issue of shares.

Variations of Rights of Shares

Whenever our capital is divided into different classes of shares, the rights attaching to any class of share (unless otherwise provided by the terms of issue of the shares of that class) may be varied either with the consent in writing of the holders of not less than two-thirds of the issued shares of that class, or with the sanction of a resolution passed by a majority of not less than two-thirds of the holders of shares of the class present in person or by proxy at a separate general meeting of the holders of shares of that class.

Unless the terms on which a class of shares was issued state otherwise, the rights conferred on the shareholder holding shares of any class shall not be deemed to be varied by the creation or issue of further shares ranking pari passu with the existing shares of that class.

General Meetings of Shareholders

As a Cayman Islands exempted company, we are not obligated by the Cayman Companies Act to call shareholders’ annual general meetings; accordingly, we may, but shall not be obliged to, in each year hold a general meeting as an annual general meeting.

The directors may convene general meetings whenever they think fit. General meetings shall also be convened on the written requisition of one or more of the shareholders entitled to attend and vote at our general meetings who (together) hold not less than 10 percent of the rights to vote at such general meeting as at the date of the requisition. Any such requisition shall express the purpose of the meeting proposed to be called, and shall be left at or posted to the Registered Office and may consist of several documents in like form each signed by one or more requisitioners.

If the directors do not convene such meeting within 21 clear days from the date of receipt of a requisition, the requisitioners or any of them may call a general meeting within three months after the end of that period.

At least five clear days’ notice (excluding the day that notice is deemed to be given and the day the meeting is to be held) shall be given of an annual general meeting or any other general meeting. Subject to the Cayman Companies Act, a meeting may be convened on shorter notice, subject to the Cayman Companies Act with the consent of the shareholders who, individually or collectively, hold at least ninety per cent of the voting rights of all those who have a right to vote at that meeting. The accidental failure to give notice of a meeting to or the non-receipt of a notice of a meeting by any shareholder shall not invalidate the proceedings at any meeting.

No business shall be transacted at any general meeting unless a quorum is present in person or by proxy. For so long as the Shares are listed on Nasdaq, one or more shareholders holding shares that represent not less than one-third of the outstanding shares carrying the right to vote at such general meeting.

If a quorum is not present within fifteen minutes of the time appointed for the meeting, or if at any time during the meeting it becomes inquorate, then:

(a)

If the meeting was requisitioned by shareholders, it shall be cancelled.

(b)

In any other case, the meeting shall stand adjourned to the same time and place seven days hence, or to such other time or place as is determined by the directors. If a quorum is not present within fifteen minutes of the time appointed for the adjourned meeting, then the shareholders present in person or by proxy shall constitute a quorum.

The chairman of a general meeting shall be the chairman of the Board or such other director as the directors have nominated to chair Board meetings in the absence of the chairman of the Board. Absent any such person being present within fifteen minutes of the time appointed for the meeting, the directors present shall elect one of their number to chair the meeting. If no director is present within fifteen minutes of the time appointed for the meeting, or if no director is willing to act as chairman, the shareholders present in person or by proxy and entitled to vote shall choose one of their number to chair the meeting.

The chairman may at any time adjourn a meeting with the consent of the shareholders constituting a quorum. The chairman must adjourn the meeting if so directed by the meeting. No business, however, can be transacted at an adjourned meeting other than business which might properly have been transacted at the original meeting. Should a meeting be adjourned for more than seven clear days, whether because of a lack of quorum or otherwise, shareholders shall be given at least seven clear days’ notice of the date, time and place of the adjourned meeting and the general nature of the business to be transacted. Otherwise it shall not be necessary to give any notice of the adjournment.

A resolution put to the vote of the meeting shall be decided on a show of hands unless before, or on, the declaration of the result of the show of hands, a poll is duly demanded. Subject to the Cayman Companies Act, a poll may be demanded:

(a)

by the chairman of the meeting;

(b)

by at least two shareholders having the right to vote on the resolutions;

(c)

by any shareholder or shareholders present, who individually or collectively, hold at least ten per cent of the voting rights of all those who have a right to vote on the resolution.

A poll shall be taken in such manner as the chairman directs. He may appoint scrutineers (who need not be shareholders) and fix a place and time for declaring the result of the poll. If, through the aid of technology, the meeting is held in more than place, the chairman may appoint scrutineers in more than place; but if he considers that the poll cannot be effectively monitored at that meeting, the chairman shall adjourn the holding of the poll to a date, place and time when that can occur. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall not be entitled to a second or casting vote.

Inspection of Books and Records

Holders of our Class A Ordinary Shares and Class B Ordinary Shares will have no general right under the Cayman Companies Act to inspect or obtain copies of our register of members or our corporate records.

Changes in Capital

Subject to the Cayman Companies Act and our articles of association, our shareholders may, by ordinary resolution:

	(a)	increase our authorized share capital by such sum, to be divided into shares of such classes and amounts as the resolution prescribes;

	(b)	consolidate and divide all or any of our share capital into shares of larger amount than our existing shares;

	(c)	convert all or any of our paid up shares into stock, and reconvert that stock into paid up shares of any denomination;

	(d)	sub-divide our shares or any of them into shares of an amount smaller than that fixed, so, however, that in the sub-division, the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in case of the share from which the reduced share is derived; and

	(e)	cancel shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of our share capital by the amount of the shares so cancelled.

Subject to the Cayman Companies Act and to any rights for the time being conferred on the shareholders holding a particular class of shares, we may, by special resolution, reduce our share capital in any way.

Exempted Company

We were incorporated as an exempted company limited by shares under the Cayman Companies Act on August 5, 2022. A Cayman Islands exempted company:

	●	is a company that conducts its business mainly outside the Cayman Islands;

	●	is prohibited from trading in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the exempted company carried on outside the Cayman Islands (and for this purpose can effect and conclude contracts in the Cayman Islands and exercise in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands);

	●	does not have to hold an annual general meeting;

	●	does not have to make its register of members open to inspection by shareholders of that company;

	●	may obtain an undertaking against the imposition of any future taxation;

	●	may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;

	●	may register as a limited duration company; and

	●	may register as a segregated portfolio company.

Differences in Corporate Law

The Cayman Companies Act is derived, to a large extent, from the older Companies Acts of England and Wales but does not follow recent United Kingdom statutory enactments, and accordingly there are significant differences between the Cayman Companies Act and the current Companies Act of the UK. In addition, the Cayman Companies Act differs from laws applicable to U.S. corporations and their shareholders. Set forth below is a summary of certain significant differences between the provisions of the Cayman Companies Act applicable to us and the comparable laws applicable to companies incorporated in the State of Delaware in the U.S.

	Delaware	Cayman Islands
Title of Organizational Documents	Certificate of Incorporation and Bylaws	Certificate of Incorporation and Memorandum and Articles of Association

Duties of Directors	Under Delaware law, the business and affairs of a corporation are managed by or under the direction of its board of directors. In exercising their powers, directors are charged with a fiduciary duty of care to protect the interests of the corporation and a fiduciary duty of loyalty to act in the best interests of its shareholders. The duty of care requires that directors act in an informed and deliberative manner and inform themselves, prior to making a business decision, of all material information reasonably available to them. The duty of care also requires that directors exercise care in overseeing and investigating the conduct of the corporation’s employees. The duty of loyalty may be summarized as the duty to act in good faith, not out of self-interest, and in a manner which the director reasonably believes to be in the best interests of the shareholders.	As a matter of Cayman Islands law, a director owes three types of duties to the company: (i) statutory duties, (ii) fiduciary duties, and (iii) common law duties. The Cayman Companies Act imposes a number of statutory duties on a director. Under Cayman Islands law, the fiduciary duties owed by a director include (a) a duty to act in good faith in what the director considers are in the best interests of the company, (b) a duty to exercise their powers in the company’s interests and only for the purposes for which they were given, (c) a duty to avoid improperly fettering the exercise of the director’s future discretion, (d) a duty to avoid any conflict of interest (whether actual or potential) between the director’s duty to the company and the director’s personal interests or a duty owed to a third party, and (e) a duty not to misuse the company’s property (including any confidential information and trade secrets). The common law duties owed by a director are those to exercise appropriate skill and care. The relevant threshold is that of a reasonable diligent person having both the general knowledge, skill, and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company, and the general knowledge, skill, and experience that that director has. In fulfilling their duty to us, our directors must ensure compliance with our articles of association, as amended and restated from time to time, and our shareholder resolutions. We have the right to seek damages where certain duties owed by any of our directors are breached.

Limitations on Personal Liability of Directors	Subject to the limitations described below, a certificate of incorporation may provide for the elimination or limitation of the personal liability of a director to the corporation or its shareholders for monetary damages for a breach of fiduciary duty as a director. Such provision cannot limit liability for breach of loyalty, bad faith, intentional misconduct, unlawful payment of dividends or unlawful share purchase or redemption. In addition, the certificate of incorporation cannot limit liability for any act or omission occurring prior to the date when such provision becomes effective.	Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of directors and officers, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.

Delaware

Cayman Islands

Indemnification of Directors, Officers, Agents, and Others

A corporation has the power to indemnify any director, officer, employee, or agent of corporation who was, is, or is threatened to be made a party who acted in good faith and in a manner he believed to be in the best interests of the corporation, and if with respect to a criminal proceeding, had no reasonable cause to believe his conduct would be unlawful, against amounts actually and reasonably incurred.

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of directors and officers, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against the consequences of committing a crime, or against the indemnified person’s own fraud or dishonesty.

Our articles of association provide that we will indemnify every director (including alternate director), secretary and other officer of the Company (including an investment adviser or an administrator or liquidator) and their personal representatives against:

(a) all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by the existing or former director (including alternate director), secretary or officer in or about the conduct of the Company’s business or affairs or in the execution or discharge of the existing or former director’s (including alternate director’s), secretary’s or officer’s duties, powers, authorities or discretions; and

(b) without limitation to the above, all costs, expenses, losses or liabilities incurred by the existing or former director (including alternate director), secretary or officer in defending (whether successfully or otherwise) any civil, criminal, administrative or investigative proceedings (whether threatened, pending or completed) concerning the Company or its affairs in any court or tribunal, whether in the Cayman Islands or elsewhere.

No such existing or former director (including alternate director), secretary or officer, however, shall be indemnified in respect of any matter arising out of his own dishonesty.

	Delaware	Cayman Islands
Interested Directors	Under Delaware law, a transaction in which a director who has an interest in such transaction would not be voidable if (i) the material facts as to such interested director’s relationship or interests are disclosed or are known to the board of directors and the board in good faith authorizes the transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum, (ii) such material facts are disclosed or are known to the shareholders entitled to vote on such transaction and the transaction is specifically approved in good faith by vote of the shareholders, or (iii) the transaction is fair as to the corporation as of the time it is authorized, approved or ratified. Under Delaware law, a director could be held liable for any transaction in which such director derived an improper personal benefit.	Interested director transactions are governed by the terms of a company’s memorandum and articles of association.

Voting Requirements	The certificate of incorporation may include a provision requiring supermajority approval by the directors or shareholders for any corporate action. In addition, under Delaware law, certain business combinations involving interested shareholders require approval by a supermajority of the non-interested shareholders.	For the protection of shareholders, certain matters must be approved by special resolution of the shareholders as a matter of Cayman Islands law, including alteration of the memorandum or articles of association, appointment of inspectors to examine company affairs, reduction of share capital (subject, in relevant circumstances, to court approval), change of name, authorization of a plan of merger or transfer by way of continuation to another jurisdiction or consolidation or voluntary winding up of the company. The Cayman Companies Act requires that a special resolution be passed by a majority of at least two-thirds or such higher percentage as set forth in the memorandum and articles of association, of shareholders being entitled to vote and do vote in person or by proxy at a general meeting, or if so authorized by the articles of association, by unanimous written consent of shareholders entitled to vote at a general meeting.

Voting for Directors	Under Delaware law, unless otherwise specified in the certificate of incorporation or bylaws of the corporation, directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.	Director election is governed by the terms of the memorandum and articles of association.

Cumulative Voting	No cumulative voting for the election of directors unless so provided in the certificate of incorporation.	There are no prohibitions in relation to cumulative voting under the Cayman Companies Act but our articles of association do not provide for cumulative voting.

Directors’ Powers Regarding Bylaws	The certificate of incorporation may grant the directors the power to adopt, amend or repeal bylaws.	The memorandum and articles of association may only be amended by a special resolution of the shareholders.

Nomination and Removal of Directors and Filling Vacancies on Board	Shareholders may generally nominate directors if they comply with advance notice provisions and other procedural requirements in company bylaws. Holders of a majority of the shares may remove a director with or without cause, except in certain cases involving a classified board or if the company uses cumulative voting. Unless otherwise provided for in the certificate of incorporation, directorship vacancies are filled by a majority of the directors elected or then in office.	Nomination and removal of directors and filling of board vacancies are governed by the terms of the memorandum and articles of association.

Delaware

Cayman Islands

Mergers and Similar Arrangements

Under Delaware law, with certain exceptions, a merger, consolidation, exchange or sale of all or substantially all the assets of a corporation must be approved by the board of directors and a majority of the outstanding shares entitled to vote thereon. Under Delaware law, a shareholder of a corporation participating in certain major corporate transactions may, under certain circumstances, be entitled to appraisal rights pursuant to which such shareholder may receive cash in the amount of the fair value of the shares held by such shareholder (as determined by a court) in lieu of the consideration such shareholder would otherwise receive in the transaction.

Delaware law also provides that a parent corporation, by resolution of its board of directors, may merge with any subsidiary, of which it owns at least 90% of each class of capital stock without a vote by shareholders of such subsidiary. Upon any such merger, dissenting shareholders of the subsidiary would have appraisal rights.

The Cayman Companies Act permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies. For these purposes, (a) “merger” means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company, and (b) a “consolidation” means the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies to the consolidated company. In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by (a) a special resolution of the shareholders of each constituent company, and (b) such other authorization, if any, as may be specified in such constituent company’s articles of association. The plan must be filed with the Registrar of Companies in the Cayman Islands together with a declaration as to the solvency of the consolidated or surviving company, a list of the assets and liabilities of each constituent company and an undertaking that a copy of the certificate of merger or consolidation will be given to the shareholders and creditors of each constituent company and that notification of the merger or consolidation will be published in the Cayman Islands Gazette. Court approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures.

A merger between a Cayman Islands parent company and its Cayman Islands subsidiary or subsidiaries does not require authorization by a resolution of shareholders. For this purpose, a subsidiary is a company of which at least 90% of the issued shares entitled to vote are owned by the parent company.

The consent of each holder of a fixed or floating security interest of a constituent company is required unless this requirement is waived by a court in the Cayman Islands.

Except in certain limited circumstances, a dissenting shareholder of a Cayman Islands constituent company is entitled to payment of the fair value of his or her shares upon dissenting from a merger or consolidation. The exercise of such dissenter rights will preclude the exercise by the dissenting shareholder of any other rights to which he or she might otherwise be entitled by virtue of holding shares, except for the right to seek relief on the grounds that the merger or consolidation is void or unlawful.

Delaware

Cayman Islands

In addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies. Those provisions provide that if a majority in number representing 75% in value of the creditors or class of creditors (as the case may be) present and voting either in person or by proxy at the meeting, agree to any compromise or arrangement, the compromise or arrangement shall, if sanctioned by the Grand Court of the Cayman Islands, be binding on all the creditors or the class of creditors, as the case may be, and also on the company or, where a company is in the course of being wound up, on the liquidator and contributories of the company. Alternatively, if 75% in value of the members or class of members (as the case may be) present and voting either in person or by proxy at the meeting, agree to any compromise or arrangement, the compromise or arrangement shall, if sanctioned by the Grand Court of the Cayman Islands, be binding on all the members or the class of members, as the case may be, and also on the company or, where a company is in the course of being wound up, on the liquidator and contributories of the company. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that: (a) the statutory provisions as to the required majority vote have been met; (b) the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class; (c) the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and (d) the arrangement is not one that would more properly be sanctioned under some other provision of the Cayman Companies Act.

The Cayman Companies Act also contains a statutory power of compulsory acquisition which may facilitate the “squeeze out” of dissentient minority shareholders upon a tender offer. When a tender offer is made and accepted by holders of 90% of the shares affected within four months the offeror may, within a two-month period commencing on the expiration of such four month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion.

If an arrangement and reconstruction is thus approved, or if a tender offer is made and accepted, a dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares.

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		Delaware		Cayman Islands
Shareholder Suits		Class actions and derivative actions generally are available to shareholders under Delaware law for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law. In such actions, the court generally has discretion to permit the winning party to recover attorneys’ fees incurred in connection with such action.		In principle, we will normally be the proper plaintiff and as a general rule a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the Cayman Islands courts can be expected to follow and apply the common law principles (namely the rule in Foss v. Harbottle and the exceptions thereto) so that a non-controlling shareholder may be permitted to commence a class action against or derivative actions in the name of the company to challenge: (a) an act which is illegal or ultra vires with respect to the company and is therefore incapable of ratification by the shareholders; (b) an act which, although not ultra vires, requires authorization by a qualified (or special) majority (that is, more than a simple majority) which has not been obtained; and (c) an act which constitutes a “fraud on the minority” where the wrongdoers are themselves in control of the company.

Inspection of Corporate Records	Under Delaware law, shareholders of a Delaware corporation have the right during normal business hours to inspect for any proper purpose, and to obtain copies of list(s) of shareholders and other books and records of the corporation and its subsidiaries, if any, to the extent the books and records of such subsidiaries are available to the corporation.	Shareholders of a Cayman Islands exempted company have no general right under Cayman Islands law to inspect or obtain copies of a list of shareholders or other corporate records (other than the register of mortgages or charges) of the company. However, these rights may be provided in the company’s memorandum and articles of association.

Shareholder Proposals	Unless provided in the corporation’s certificate of incorporation or bylaws, Delaware law does not include a provision restricting the manner in which shareholders may bring business before a meeting.	The Cayman Companies Act provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company’s articles of association. Our articles of association allow our shareholders holding shares which carry in aggregate not less than ten percent of the rights to vote at a general meeting, to requisition a general meeting of our shareholders, in which case our chairman or a majority of our directors are obliged to call such meeting. If the directors do not within 21 clear days from the date of receipt of a requisition duly proceed to convene a general meeting, the requisitioners, or any of them may call a general meeting within three months after the end of that period. As a Cayman Islands exempted company, we are not obligated by law to call shareholders’ annual general meetings. However, our corporate governance guidelines require us to call such meetings every year.

Approval of Corporate Matters by Written Consent	Delaware law permits shareholders to take actions by written consent signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting of shareholders.	The Cayman Companies Act allows a special resolution to be passed in writing if signed by all the voting shareholders (if authorized by the memorandum and articles of association).

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	Delaware	Cayman Islands
Calling of Special Shareholders Meetings	Delaware law permits the board of directors or any person who is authorized under a corporation’s certificate of incorporation or bylaws to call a special meeting of shareholders.	The Cayman Companies Act does not have provisions governing the proceedings of shareholders meetings, which are usually provided in the memorandum and articles of association. Please see above.

Dissolution; Winding Up	Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board of directors.	Under the Cayman Companies Act, a company may be wound up voluntarily (a) by virtue of a special resolution, (b) because the period, if any, fixed for the duration of the company by its articles of association has expired, (c) because the event, if any, has occurred, on the occurrence of which its articles of association provide that the company shall be wound up, or (d) if the company in general meeting resolves by ordinary resolution that it be wound up voluntarily because it is unable to pay its debts. Our articles of association contain no fixed period for the duration of our Company and no provisions for the winding up of our Company on the occurrence of any particular event. Under the Cayman Companies Act, a company may also be wound up compulsorily by order of the Grand Court of the Cayman Islands, including if the company is unable to pay its debts as they fall due or the Grand Court of the Cayman Islands is of the opinion that it is just and equitable that the company should be wound up.

C. Material Contracts

We have not entered into any material contracts other than in the ordinary course of business and other than those described in “Item 4. Information on the Company” or elsewhere in this annual report.

D. Exchange Controls

See “Item 4. Information on the Company—B. Business Overview—Regulations—Regulations on Foreign Exchange.”

E. Taxation

Cayman Islands Taxation

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains, or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the Government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or, after execution, brought within the jurisdiction of the Cayman Islands. No stamp duty is payable in the Cayman Islands on the issue of shares by, or any transfers of shares of, Cayman Islands companies (except those which hold interests in land in the Cayman Islands). There are no exchange control regulations or currency restrictions in the Cayman Islands.

Payments of dividends and capital in respect of our Class A Ordinary Shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of our Class A Ordinary Shares, as the case may be, nor will gains derived from the disposal of our Class A Ordinary Shares be subject to Cayman Islands income or corporation tax.

The Cayman Islands enacted the International Tax Co-operation (Economic Substance) Act (Revised) together with the Guidance Notes published by the Cayman Islands Tax Information Authority from time to time. The Company is required to comply with the economic substance requirements from July 1, 2019, and make an annual report in the Cayman Islands as to whether or not it is carrying on any relevant activities, and if it is, it must satisfy an economic substance test.

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PRC Enterprise Taxation

Income Tax in PRC

Under the PRC Enterprise Income Tax Law, an enterprise established outside the PRC with a “de facto management body” within the PRC is considered a PRC resident enterprise for PRC enterprise income tax purposes and is generally subject to a uniform 25% enterprise income tax rate on its worldwide income as well as tax reporting obligations. Under the Implementation Rules, a “de facto management body” is defined as a body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances and properties of an enterprise.

In addition, SAT Circular 82 issued in April 2009 specifies that certain offshore incorporated enterprises controlled by PRC enterprises or PRC enterprise groups will be classified as PRC resident enterprises if all of the following conditions are met: (a) senior management personnel and core management departments in charge of the daily operations of the enterprises have their presence mainly in the PRC; (b) their financial and human resources decisions are subject to determination or approval by persons or bodies in the PRC; (c) major assets, accounting books and company seals of the enterprises, and minutes and files of their board’s and shareholders’ meetings are located or kept in the PRC; and (d) half or more of the enterprises’ directors or senior management personnel with voting rights habitually reside in the PRC. Further to SAT Circular 82, the SAT issued Announcement of the SAT on Printing and Distributing the Administrative Measures for Income Tax on Chinese-controlled Resident Enterprises Incorporated Overseas (Trial Implementation) (the “SAT Bulletin 45”) on July 27, 2011, which took effect on September 1, 2011, to provide more guidance on the implementation of SAT Circular 82. SAT Bulletin 45 provides for procedures and administration details of determination on PRC resident enterprise status and administration on post-determination matters. If the PRC tax authorities determine that Haoxi Cayman is a PRC resident enterprise for PRC enterprise income tax purposes, a number of PRC tax consequences could follow. For example, Haoxi Cayman may be subject to enterprise income tax at a rate of 25% with respect to its worldwide taxable income. Also, a 10% withholding tax would be imposed on dividends we pay to our non-PRC enterprise shareholders and with respect to gains derived by our non-PRC enterprise shareholders from transferring our shares or ordinary shares and potentially a 20% of withholding tax would be imposed on dividends we pay to our non-PRC individual shareholders and with respect to gains derived by our non-PRC individual shareholders from transferring our shares or ordinary shares.

It is unclear whether, if we are considered a PRC resident enterprise, holders of our ordinary shares would be able to claim the benefit of income tax treaties or agreements entered into between China and other countries or areas. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Dividends payable to our foreign investors and gains on the sale of our Class A Ordinary Shares by our foreign investors may be subject to PRC tax.”

The SAT and the MOF issued the Notice of MOF and SAT on Several Issues relating to Treatment of Corporate Income Tax Pertaining to Restructured Business Operations of Enterprises (the “SAT Circular 59”) in April 2009, which took effect on January 1, 2008. On October 17, 2017, the SAT issued the SAT Circular 37. By promulgating and implementing the SAT Circular 59 and the SAT Circular 37, the PRC tax authorities have enhanced their scrutiny over the direct or indirect transfer of equity interests in a PRC resident enterprise by a non-PRC resident enterprise.

Pursuant to the Tax Arrangement, where a Hong Kong resident enterprise which is considered a non-PRC tax resident enterprise directly holds at least 25% of a PRC enterprise, the withholding tax rate for the payment of dividends by such PRC enterprise to such Hong Kong resident enterprise is reduced to 5% from a standard rate of 10%, subject to approval of the PRC local tax authority. Pursuant to Circular 81, a resident enterprise of the counter-party to such Tax Arrangement should meet all of the following conditions, among others, in order to enjoy the reduced withholding tax under the Tax Arrangement: (i) it must take the form of a company; (ii) it must directly own the required percentage of equity interests and voting rights in such PRC resident enterprise; and (iii) it should directly own such percentage of capital in the PRC resident enterprise anytime in the 12 consecutive months prior to receiving the dividends. Furthermore, the Administrative Measures which took effect in November 2015, requires that the non-resident taxpayer shall determine whether it may enjoy the treatments under relevant tax treaties and file the tax return or withholding declaration subject to further monitoring and oversight by the tax authorities. Accordingly, Haoxi Cayman may be able to enjoy the 5% withholding tax rate for the dividends it receives from WFOE, if it satisfies the conditions prescribed under Circular 81 and other relevant tax rules and regulations. However, according to Circular 81, if the relevant tax authorities consider the transactions or arrangements we have are for the primary purpose of enjoying favorable tax treatment, the relevant tax authorities may adjust the favorable withholding tax in the future.

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U.S. Federal Income Taxation

The following brief summary does not address the tax consequences to any particular investor or to persons in special tax situations, such as:

	●	banks;

	●	financial institutions;

	●	insurance companies;

	●	regulated investment companies;

	●	real estate investment trusts;

	●	broker-dealers;

	●	persons that elect to mark their securities to market;

	●	U.S. expatriates or former long-term residents of the U.S.;

	●	governments or agencies or instrumentalities thereof;

	●	tax-exempt entities;

	●	persons liable for alternative minimum tax;

	●	persons holding our Class A Ordinary Shares as part of a straddle, hedging, conversion or integrated transaction;

	●	persons that actually or constructively own 10% or more of our voting power or value (including by reason of owning our Class A Ordinary Shares);

	●	persons who acquired our Class A Ordinary Shares pursuant to the exercise of any employee share option or otherwise as compensation;

	●	persons holding our Class A Ordinary Shares through partnerships or other pass-through entities;

	●	beneficiaries of a Trust holding our Class A Ordinary Shares; or

	●	persons holding our Class A Ordinary Shares through a trust.

The brief discussion set forth below is addressed only to U.S. Holders (as defined below) who is a beneficial owner of Class A Ordinary Shares. Prospective purchasers are urged to consult their own tax advisors about the application of the U.S. federal income tax rules to their particular circumstances as well as the state, local, foreign and other tax consequences to them of the purchase, ownership and disposition of our Class A Ordinary Shares.

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Material U.S. Federal Income Tax Consequences Applicable to U.S. Holders of Our Class A Ordinary Shares

The following brief summary sets forth the material U.S. federal income tax consequences related to the ownership and disposition of our Class A Ordinary Shares. It is directed to U.S. Holders (as defined below) of our Class A Ordinary Shares and is based upon laws and relevant interpretations thereof in effect as of the date of this annual report, all of which are subject to change. This description does not deal with all possible tax consequences relating to ownership and disposition of our Class A Ordinary Shares or U.S. tax laws, other than the U.S. federal income tax laws, such as the tax consequences under non-U.S. tax laws, state, local and other tax laws.

The following brief description applies only to U.S. Holders that hold Class A Ordinary Shares as capital assets and that have the U.S. dollar as their functional currency. This brief description is based on the federal income tax laws of the U.S. in effect as of the date of this annual report and on U.S. Treasury regulations in effect or, in some cases, proposed, as of the date of this annual report, as well as judicial and administrative interpretations thereof available on or before such date. All of the foregoing authorities are subject to change, which change could apply retroactively and could affect the tax consequences described below.

The brief description below of the U.S. federal income tax consequences to “U.S. Holders” will apply to you if you are a beneficial owner of Class A Ordinary Shares and you are, for U.S. federal income tax purposes,

	●	an individual who is a citizen or resident of the U.S.;

	●	a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized under the laws of the U.S., any state thereof or the District of Columbia;

	●	an estate whose income is subject to U.S. federal income taxation regardless of its source; or

	●	a trust that (1) is subject to the primary supervision of a court within the U.S. and the control of one or more U.S. persons for all substantial decisions or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

If a partnership (or other entities treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of our Class A Ordinary Shares, the tax treatment of a partner in the partnership will depend upon the status of the partner and the activities of the partnership. Partnerships and partners of a partnership holding our Class A Ordinary Shares are urged to consult their tax advisors regarding an investment in our Class A Ordinary Shares.

Taxation of Dividends and Other Distributions on Our Class A Ordinary Shares

Subject to the PFIC rules discussed below, the gross amount of distributions made by us to you with respect to the Class A Ordinary Shares (including the amount of any taxes withheld therefrom) will generally be includable in your gross income as dividend income on the date of receipt by you, but only to the extent that the distribution is paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). With respect to corporate U.S. Holders, the dividends will not be eligible for the dividends-received deduction allowed to corporations in respect of dividends received from other U.S. corporations.

With respect to non-corporate U.S. Holders, including individual U.S. Holders, dividends will be taxed at the lower capital gains rate applicable to qualified dividend income, provided that (1) the Class A Ordinary Shares are readily tradable on an established securities market in the U.S., or we are eligible for the benefits of an approved qualifying income tax treaty with the U.S. that includes an exchange of information program, (2) we are not a PFIC for either our taxable year in which the dividend is paid or the preceding taxable year, and (3) certain holding period requirements are met. Because there is no income tax treaty between the U.S. and the Cayman Islands, clause (1) above can be satisfied only if the Class A Ordinary Shares are readily tradable on an established securities market in the U.S.. Under U.S. Internal Revenue Service authority, Class A Ordinary Shares are considered for purpose of clause (1) above to be readily tradable on the Nasdaq Stock Market. You are urged to consult your tax advisors regarding the availability of the lower rate for dividends paid with respect to our Class A Ordinary Shares, including the effects of any change in law after the date of this annual report.

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Dividends will constitute foreign source income for foreign tax credit limitation purposes. For this tax year, we have not issued any dividends. If the dividends are taxed as qualified dividend income (as discussed above), the amount of the dividend taken into account for purposes of calculating the foreign tax credit limitation will be limited to the gross amount of the dividend, multiplied by the reduced rate divided by the highest rate of tax normally applicable to dividends. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed by us with respect to our Class A Ordinary Shares will constitute “passive category income” but could, in the case of certain U.S. Holders, constitute “general category income.”

To the extent that the amount of the distribution exceeds our current and accumulated earnings and profits (as determined under U.S. federal income tax principles), it will be treated first as a tax-free return of your tax basis in your Class A Ordinary Shares, and to the extent the amount of the distribution exceeds your tax basis, the excess will be taxed as capital gain. We do not intend to calculate our earnings and profits under U.S. federal income tax principles. Therefore, a U.S. Holder should expect that a distribution will be treated as a dividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above. For this tax year, we have not issued any dividends.

Taxation of Dispositions of Class A Ordinary Shares

Subject to the PFIC rules discussed below, you will recognize taxable gain or loss on any sale, exchange or other taxable disposition of a share equal to the difference between the amount realized (in U.S. dollars) for the share and your tax basis (in U.S. dollars) in the Class A Ordinary Shares. The gain or loss will be capital gain or loss. If you are a non-corporate U.S. Holder, including an individual U.S. Holder, who has held the Class A Ordinary Shares for more than one year, you will generally be eligible for reduced tax rates. The deductibility of capital losses is subject to limitations. Any such gain or loss that you recognize will generally be treated as U.S. source income or loss for foreign tax credit limitation purposes which will generally limit the availability of foreign tax credits.

Passive Foreign Investment Company (PFIC) Consequences

A non-U.S. corporation is considered a PFIC, as defined in Section 1297(a) of the US Internal Revenue Code, for any taxable year if either:

	●	at least 75% of its gross income for such taxable year is passive income; or

	●	at least 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is attributable to assets that produce or are held for the production of passive income (the “asset test”).

Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets. We will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, at least 25% (by value) of the stock. In determining the value and composition of our assets for purposes of the PFIC asset test, (1) the cash we raise in our offerings will generally be considered to be held for the production of passive income and (2) the value of our assets must be determined based on the market value of our Class A Ordinary Shares from time to time, which could cause the value of our non-passive assets to be less than 50% of the value of all of our assets on any particular quarterly testing date for purposes of the asset test.

Based on our operations and the composition of our assets we are not treated as a PFIC under the current PFIC rules. We must make a separate determination each year as to whether we are a PFIC, however, there can be no assurance with respect to our status as a PFIC for our current taxable year or any future taxable year. Depending on our assets held for the production of passive income, it is possible that, for our current taxable year or for any subsequent taxable year, more than 50% of our assets may be assets held for the production of passive income. We will make this determination following the end of any particular tax year. In addition, because the value of our assets for purposes of the asset test will generally be determined based on the market price of our Class A Ordinary Shares and because cash is generally considered to be an asset held for the production of passive income, our PFIC status will depend in large part on the market price of our Class A Ordinary Shares and the amount of cash we raise in our offerings. Accordingly, fluctuations in the market price of the Class A Ordinary Shares may cause us to become a PFIC. In addition, the application of the PFIC rules is subject to uncertainty in several respects and the composition of our income and assets will be affected by how, and how quickly, we spend the cash we raise in our offerings. We are under no obligation to take steps to reduce the risk of our being classified as a PFIC, and as stated above, the determination of the value of our assets will depend upon material facts (including the market price of our Class A Ordinary Shares from time to time and the amount of cash we raise in our offerings) that may not be within our control. If we are a PFIC for any year during which you hold Class A Ordinary Shares, we will continue to be treated as a PFIC for all succeeding years during which you hold Class A Ordinary Shares. If we cease to be a PFIC and you did not previously make a timely “mark-to-market” election as described below, you may still avoid some of the adverse effects of the PFIC regime by making a “purging election” (as described below) with respect to the Class A Ordinary Shares.

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If we are a PFIC for your taxable year(s) during which you hold Class A Ordinary Shares, you will be subject to special tax rules with respect to any “excess distribution” that you receive and any gain you realize from a sale or other disposition (including a pledge) of the Class A Ordinary Shares, unless you make a “mark-to-market” election as discussed below. Distributions you receive in a taxable year that are greater than 125% of the average annual distributions you received during the shorter of the three preceding taxable years or your holding period for the Class A Ordinary Shares will be treated as an excess distribution. Under these special tax rules:

	●	the excess distribution or gain will be allocated ratably over your holding period for the Class A Ordinary Shares;

	●	the amount allocated to your current taxable year, and any amount allocated to any of your taxable year(s) prior to the first taxable year in which we were a PFIC, will be treated as ordinary income, and

	●	the amount allocated to each of your other taxable year(s) will be subject to the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

The tax liability for amounts allocated to years prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses for such years, and gains (but not losses) realized on the sale of the Class A Ordinary Shares cannot be treated as capital, even if you hold the Class A Ordinary Shares as capital assets.

A U.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election under Section 1296 of the US Internal Revenue Code for such stock to elect out of the tax treatment discussed above. If you make a mark-to-market election for first taxable year which you hold (or are deemed to hold) Class A Ordinary Shares and for which we are determined to be a PFIC, you will include in your income each year an amount equal to the excess, if any, of the fair market value of the Class A Ordinary Shares as of the close of such taxable year over your adjusted basis in such Class A Ordinary Shares, which excess will be treated as ordinary income and not capital gain. You are allowed an ordinary loss for the excess, if any, of the adjusted basis of the Class A Ordinary Shares over their fair market value as of the close of the taxable year. Such ordinary loss, however, is allowable only to the extent of any net mark-to-market gains on the Class A Ordinary Shares included in your income for prior taxable years. Amounts included in your income under a mark-to-market election, as well as gain on the actual sale or other disposition of the Class A Ordinary Shares, are treated as ordinary income. Ordinary loss treatment also applies to any loss realized on the actual sale or disposition of the Class A Ordinary Shares, to the extent that the amount of such loss does not exceed the net mark-to-market gains previously included for such Class A Ordinary Shares. Your basis in the Class A Ordinary Shares will be adjusted to reflect any such income or loss amounts. If you make a valid mark-to-market election, the tax rules that apply to distributions by corporations which are not PFICs would apply to distributions by us, except that the lower applicable capital gains rate for qualified dividend income discussed above under “—Taxation of Dividends and Other Distributions on our Class A Ordinary Shares” generally would not apply.

The mark-to-market election is available only for “marketable stock,” which is stock that is traded in other than de minimis quantities on at least 15 days during each calendar quarter (“regularly traded”) on a qualified exchange or other market (as defined in applicable U.S. Treasury regulations), including the Nasdaq Capital Market. Since our Class A Ordinary Shares are regularly traded on the Nasdaq Capital Market and if you are a holder of Class A Ordinary Shares, the mark-to-market election would be available to you were we to be or become a PFIC.

Alternatively, a U.S. Holder of stock in a PFIC may make a “qualified electing fund” election under Section 1295(b) of the U.S. Internal Revenue Code with respect to such PFIC to elect out of the tax treatment discussed above. A U.S. Holder who makes a valid qualified electing fund election with respect to a PFIC will generally include in gross income for a taxable year such holder’s pro rata share of the corporation’s earnings and profits for the taxable year. The qualified electing fund election, however, is available only if such PFIC provides such U.S. Holder with certain information regarding its earnings and profits as required under applicable U.S. Treasury regulations. We do not currently intend to prepare or provide the information that would enable you to make a qualified electing fund election. If you hold Class A Ordinary Shares in any taxable year in which we are a PFIC, you will be required to file U.S. Internal Revenue Service Form 8621 in each such year and provide certain annual information regarding such Class A Ordinary Shares, including regarding distributions received on the Class A Ordinary Shares and any gain realized on the disposition of the Class A Ordinary Shares.

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If you do not make a timely “mark-to-market” election (as described above), and if we were a PFIC at any time during the period you hold our Class A Ordinary Shares, then such Class A Ordinary Shares will continue to be treated as stock of a PFIC with respect to you even if we cease to be a PFIC in a future year, unless you make a “purging election” for the year we cease to be a PFIC. A “purging election” creates a deemed sale of such Class A Ordinary Shares at their fair market value on the last day of the last year in which we are treated as a PFIC. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, you will have a new basis (equal to the fair market value of the Class A Ordinary Shares on the last day of the last year in which we are treated as a PFIC) and holding period (which new holding period will begin the day after such last day) in your Class A Ordinary Shares for tax purposes.

IRC Section 1014(a) provides for a step-up in basis to the fair market value for our Class A Ordinary Shares when inherited from a decedent that was previously a holder of our Class A Ordinary Shares. However, if we are determined to be a PFIC and a decedent that was a U.S. Holder did not make either a timely qualified electing fund election for our first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) our Class A Ordinary Shares, or a mark-to-market election and ownership of those Class A Ordinary Shares are inherited, a special provision in IRC Section 1291(e) provides that the new U.S. Holder’s basis should be reduced by an amount equal to the Section 1014 basis minus the decedent’s adjusted basis just before death. As such if we are determined to be a PFIC at any time prior to a decedent’s passing, the PFIC rules will cause any new U.S. Holder that inherits our Class A Ordinary Shares from a U.S. Holder to not get a step-up in basis under Section 1014 and instead will receive a carryover basis in those Class A Ordinary Shares.

You are urged to consult your tax advisors regarding the application of the PFIC rules to your investment in our Class A Ordinary Shares and the elections discussed above.

Information Reporting and Backup Withholding

Dividend payments with respect to our Class A Ordinary Shares and proceeds from the sale, exchange or redemption of our Class A Ordinary Shares may be subject to information reporting to the U.S. Internal Revenue Service and possible U.S. backup withholding under Section 3406 of the U.S. Internal Revenue Code with at a current flat rate of 24%. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any other required certification on U.S. Internal Revenue Service Form W-9 or who is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status generally must provide such certification on U.S. Internal Revenue Service Form W-9. U.S. Holders are urged to consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the U.S. Internal Revenue Service and furnishing any required information. We do not intend to withhold taxes for individual shareholders. Transactions effected through certain brokers or other intermediaries, however, may be subject to withholding taxes (including backup withholding), and such brokers or intermediaries may be required by law to withhold such taxes.

Under the Hiring Incentives to Restore Employment Act of 2010, certain U.S. Holders are required to report information relating to our Class A Ordinary Shares, subject to certain exceptions (including an exception for Class A Ordinary Shares held in accounts maintained by certain financial institutions), by attaching a complete Internal Revenue Service Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which they hold Class A Ordinary Shares. Failure to report such information could result in substantial penalties. You should consult your own tax advisor regarding your obligation to file a Form 8938.

F. Dividends and Paying Agents

Not applicable.

G. Statement by Experts

Not applicable.

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H. Documents on Display

We are subject to the periodic reporting and other informational requirements of the Exchange Act. Under the Exchange Act, we are required to file reports and other information with the SEC. Specifically, we are required to file annually a Form 20-F within four months after the end of each fiscal year. The SEC maintains a website at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system. As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing, among other things, the furnishing and content of proxy statements to shareholders, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.

I. Subsidiary Information

Not applicable.

J. Annual Report to Security Holders

Not applicable.

Item 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Exchange Risk

Substantially all of our operating activities and our assets and liabilities are denominated in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through the Peoples’ Bank of China (“PBOC”) or other authorized financial institutions at exchange rates quoted by the PBOC. Approval of foreign currency payments by the PBOC or other regulatory institutions requires submitting a payment application form together with suppliers’ invoices and signed contracts. The value of RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market.

Credit Risk

Our credit risk arises from cash and cash equivalents, accounts receivable, and amounts due from related parties. As of June 30, 2023 and 2024, all of the cash and cash equivalents was held by major financial institutions located in mainland China and Hong Kong. We believe that these financial institutions are of high credit quality. For accounts receivable, we extend credit based on an evaluation of the customer’s financial condition, generally without requiring collateral or other security. Further, we review the recoverable amount of each individual receivable at each balance sheet date to ensure that adequate allowances are made for doubtful accounts. In this regard, we consider that our credit risk for accounts receivable is significantly reduced. For amounts due from related parties, we provide advances to the officers for daily operations. The credit risk is mitigated by ongoing monitoring of outstanding balances and timely collection when there is no immediate need for such advances.

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Inflation Risk

Since our inception, inflation in China has not materially affected our results of operations. According to the National Bureau of Statistics of China, the year-over-year percent changes in the consumer price index for the fiscal years ended June 30, 2024 and 2023 were increases of 0.2% and 0.0%, respectively. Although we have not been materially affected by inflation in the past, we may be affected if China experiences higher rates of inflation in the future.

Item 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

A. Debt Securities

Not applicable.

B. Warrants and Rights

Not applicable.

C. Other Securities

Not applicable.

D. American Depositary Shares

Not applicable.

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Part II

Item 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

Item 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

See “Item 10. Additional Information” for a description of the rights of securities holders, which remain unchanged.

Use of Proceeds

The following “Use of Proceeds” information relates to (i) the registration statement on Form F-1 (File Number 333- 274214), as amended, which was declared effective by the SEC on January 25, 2024, for our IPO, which was closed on January 30, 2024; and (ii) the registration statement on Form F-1 (File Number 333-280174), as amended, which was declared effective by the SEC on September 19, 2024, for our Follow-on Offering, which was closed on September 20, 2024. We issued and sold 2,400,000 Class A ordinary shares, at a price of $4.00 per share during the IPO. EF Hutton LLC was the underwriter of our IPO. On March 8, 2024, the underwriter for the IPO exercised its over-allotment option in full to purchase 360,000 Class A Ordinary Shares at a price of $4.00. The total gross proceeds received from the IPO, including proceeds from the exercise of the over-allotment option, is $11,040,000.

We issued and sold 4,000,000 Units at a public offering price of $3.00 per Unit during the Follow-on Offering. Each Unit consists of (i) one share of Class A Ordinary Share, par value $0.0001 per share (or one Pre-Funded Warrant to purchase one Class A Ordinary Share), (ii) one Series A Warrant to purchase one Class A Ordinary Share initially, but five Class A Ordinary Shares on and after the Series B Exercise Date, and (iii) one Series B Warrant to purchase four of Class A Ordinary Shares on and after the Series B Exercise Date following the closing of the Follow-on Offering. EF Hutton LLC was the underwriter of our Follow-on Offering. The total gross proceeds received from the Follow-on Offering are $12,000,000.

We incurred $1,417,576 in expenses in connection with our IPO. None of the transaction expenses included payments to directors or officers of our company or their associates, persons owning more than 10% or more of our equity securities or our affiliates. None of the net proceeds we received from the IPO were paid, directly or indirectly, to any of our directors or officers or their associates, persons owning 10% or more of our equity securities or our affiliates.

The net proceeds raised from the IPO were approximately $8,739,224 and $10,952,066 from the Follow-on Offering, after deducting underwriting discounts and the offering expenses payable by us. For the period from the effectiveness of the registration statement on Form F-1 to the date of this prospectus, we use $195,400 from the IPO proceeds, including NASDAQ annual fees ($90,611), legal fees ($54,659), audit fees ($20,000) and other incidental expenses ($30,130). We intend to use the proceeds from our IPO on working capital and general corporate purposes, acquiring or investing in technologies, solutions, or businesses that could raise the advertiser customer return rate of the operating entity and improve its data analysis capability, hiring experienced employees to improve our systems of internal control and compliance with U.S. GAAP and the Sarbanes-Oxley Act of 2002, and any other purposes as determined by our management from time to time.

Item 15. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, has performed an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report, as required by Rule 13a-15(b) under the Exchange Act.

Based upon this evaluation, our management has concluded that, as of June 30, 2024, we identified material weaknesses in our ICFR, which related to our lack of sufficient financial reporting and accounting personnel with appropriate knowledge of accounting principles generally accepted in the U.S. of America (“U.S. GAAP”) and SEC reporting requirements to properly address complex U.S. GAAP accounting issues and to prepare and review our CFS and related disclosures to fulfill U.S. GAAP and SEC financial reporting requirements. As defined in the standards established by the Public Company Accounting Oversight Board of the U.S., a “material weakness” is a deficiency, or a combination of deficiencies, in ICFR such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

In response to the material weaknesses identified, we are in the process of implementing a number of measures, which will include: (a) hiring an experienced Chief Financial Officer with adequate experience with U.S. GAAP and the SEC reporting and compliance requirements; (b) providing ongoing training courses in U.S. GAAP to existing personnel, including our Chief Financial Officer; (c) setting up the internal audit department to enhance the effectiveness of the internal control system; and (d) implementing necessary review and controls at related levels, so all important documents and contracts (including those of all of our subsidiaries) will be submitted to the office of our chief administrative officer for retention.

111

Notwithstanding the identified material weaknesses, management, including our chief executive officer and chief financial officer, believes the CFS included in this annual report on Form 20-F present fairly, in all material respects, our financial condition, results of operations, and cash flows in conformity with U.S. GAAP.

We plan to adopt additional measures to improve our ICFR, including, among others, creating U.S. GAAP accounting policies and procedures manual, which will be maintained, reviewed and updated, on a regular basis, to the latest U.S. GAAP accounting standards, and establishing an audit committee and strengthening corporate governance.

However, we cannot assure you that we will remediate our material weaknesses in a timely manner. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business and Industry—If we fail to implement and maintain an effective system of internal controls or fail to remediate the material weaknesses in our ICFR that have been identified, we may fail to meet our reporting obligations or be unable to accurately report our results of operations or prevent fraud, and investor confidence and the market price of our Class A Ordinary Shares may be materially and adversely affected.”

Management’s Annual Report on ICFR

This annual report on Form 20-F does not include a report of management’s assessment regarding ICFR due to a transition period established by rules of the SEC for newly public companies.

Attestation Report of the Registered Public Accounting Firm

This annual report on Form 20-F does not include an attestation report of our registered public accounting firm regarding ICFR. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC where domestic and foreign registrants that are non-accelerated filers, which we are, and “emerging growth companies,” which we also are, are not required to provide the auditor attestation report.

Changes in ICFR

We are currently in the process of remediating the material weaknesses described above. In the fiscal year ending June 30, 2025, we will continue to implement additional measures to remediate them. Other than as described above, there were no changes in our internal controls over financial reporting that occurred during the period covered by this annual report on Form 20-F that have materially affected, or are reasonably likely to materially affect, our ICFR.

Item 16. [RESERVED]

Item 16A. AUDIT COMMITTEE FINANCIAL EXPERT

Ms. Jia Liu qualifies as an “audit committee financial expert” as defined in Item 16A of Form 20-F. Ms. Jia Liu satisfies the “independence” requirements of Section 5605(a)(2) of the Nasdaq Listing Rules as well as the independence requirements of Rule 10A-3 under the Exchange Act.

Item 16B. CODE OF ETHICS

Our BOD has adopted a code of business conduct and ethics, which is applicable to all of our directors, officers, and employees. Our code of business conduct and ethics is publicly available on our website.

Compensation Recovery Policy

We have adopted a compensation recovery policy to provide for the recovery of erroneously-awarded incentive compensation, as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, final SEC rules and applicable listing standards. The policy is filed as Exhibit 97.1 of this annual report.

Item 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered and billed by Wei, Wei & Co., LLP, our independent registered public accounting firm for the periods indicated.

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Wei, Wei & Co., LLP

	For the years ended June 30,
	2023		2022
	(in USD)
Audit fees ⁽¹⁾	$	370,000	$	—
Audit-related fees ⁽²⁾
Tax fees ⁽³⁾
All other fees
Total	$	370,000	$	—

(1)	Audit fees include the aggregate fees billed for each of the fiscal years for professional services rendered by our independent registered public accounting firm for the audit of our annual financial statements or for the audits of our financial statements and review of the interim financial statements.

(2)	Audit related fees include the aggregate fees billed for related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements and are not reported under audit fees.

(3)	Tax fees represent the aggregated fees billed for professional services rendered by our independent registered public accounting firm for tax compliance, tax advice, and tax planning.

Item 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

Item 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

None.

Item 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.

Item 16G. CORPORATE GOVERNANCE

As a Cayman Islands company listed on the Nasdaq Capital Market, we are subject to the Nasdaq corporate governance listing standards. Nasdaq rules, however, permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the Nasdaq corporate governance listing standards.

There are currently no significant differences between our corporate governance practices and those followed by U.S. domestic companies under Nasdaq Capital Market corporate governance listing standards.

Item 16H. MINE SAFETY DISCLOSURE

Not applicable.

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Item 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

Item 16J. INSIDER TRADING POLICIES

Pursuant to applicable SEC transition guidance, the disclosure required by Item 16J will be applicable to the Company from the fiscal year ending June 30, 2025.

Item 16K. CYBERSECURITY.

We believe that cybersecurity is important to our operations and we recognize the importance of timely and appropriately assessing, preventing, identifying and managing risks associated with cybersecurity threats. Such risks include, among other things, potential operational risks, financial risks, intellectual property theft, fraud, extortion, harm to employees and clients, violation of privacy and other litigation and legal risks, and reputational risks.

The management of the operation and the business affairs of a Cayman Islands company lies within the power of its BOD. Directors of companies incorporated under the Cayman Companies Act are subject to both statutory obligations under the Cayman Companies Act as well as fiduciary duties under the common law to the extent applicable to Cayman Islands companies. In addition to the statutory duties which include duties such as reporting obligations, the maintenance of internal company registers, accounting requirements, etc., directors of Cayman Islands companies owe fiduciary duties including the duty to act in good faith and in the best interests of the company as well as a duty to act with care, skill and diligence under English common law principles. Maintaining sufficient protection against the increasing risks associated with cybercrime is clearly one of the key challenges to the commercial world and in our view, it is one of the duties of the Company’s BOD to oversee cybersecurity risks.

Our BOD plays an active role in monitoring cybersecurity risks and is committed to the prevention, timely detection, and mitigation of the effects of any such incidents on our operations. The board delegated the responsibility of overseeing cybersecurity risks to the management of the Company and requires prompt reporting by the management to the board if any cybersecurity risks are detected. The Company has a team of 2 employees responsible for cyber security issues and they report to the management. The board receives regular reports from our management, including our technical director, on material cybersecurity risks and the degree of our exposure to those risks, including in connection with our supply chain, suppliers and other service providers. While the board oversees our cybersecurity risk management, management is responsible for day-to-day risk management processes. We believe this division of responsibilities is the most effective approach for addressing our cybersecurity risks and that our board leadership structure supports this approach.

114

Part III

Item 17. FINANCIAL STATEMENTS

We have elected to provide financial statements pursuant to Item 18.

Item 18. FINANCIAL STATEMENTS

The consolidated financial statements of Planet Image International Limited and its subsidiaries are included at the end of this annual report.

Item 19. EXHIBITS

EXHIBIT INDEX

Exhibit No.		Description
1.1		Amended and Restated Memorandum and Articles of Association of Registrant (incorporated by reference to Exhibit 3.1 of our Registration Statement on Form F-1 (file No. 333-280174), as amended, initially filed with the Securities and Exchange Commission on June 13, 2024)
2.1		Specimen Certificate for Class A Ordinary Shares (incorporated by reference to Exhibit 4.1 of our Registration Statement on Form F-1 (file No. 333-274214), as amended, initially filed with the Securities and Exchange Commission on August 25, 2023)
2.2		Form of Pre-funded Warrants (incorporated by reference to Exhibit 4.2 of our Registration Statement on Form F-1 (file No. 333- 280174), as amended, initially filed with the Securities and Exchange Commission on June 13, 2024)
2.3		Form of Series A Warrants (incorporated by reference to Exhibit 4.3 of our Registration Statement on Form F-1 (file No. 333- 280174), as amended, initially filed with the Securities and Exchange Commission on June 13, 2024)
2.4		Form of Series B Warrants (incorporated by reference to Exhibit 4.4 of our Registration Statement on Form F-1 (file No. 333- 280174), as amended, initially filed with the Securities and Exchange Commission on June 13, 2024)
2.5*		Description of Securities
4.1		Form of Indemnification Agreement between the Registrant and each of its directors and executive officers (incorporated by reference to Exhibit 10.2 of our Registration Statement on Form F-1 (file No. 333-274214), as amended, initially filed with the Securities and Exchange Commission on August 25, 2023)
4.2		Form of Employment Agreement between the Registrant and each of its executive officers (incorporated by reference to Exhibit 10.1 of our Registration Statement on Form F-1 (file No. 333-274214), as amended, initially filed with the Securities and Exchange Commission on August 25, 2023)
4.3		English Translation of Agent Data Promotion Business Cooperation Agreement dated January 1, 2024 by and between the operating entity and Henan Ocean Engine Information Technology Co., Ltd. (incorporated by reference to Exhibit 10.4 of our Registration Statement on Form F-1 (file No. 333-280174), as amended, initially filed with the Securities and Exchange Commission on June 13, 2024)
4.4		English Translation of Lease Contract effective on July 1, 2024 by and between the operating entity, and Xiuyun Zhang (incorporated by reference to Exhibit 10.5 of our Registration Statement on Form F-1 (file No. 333-280174), as amended, initially filed with the Securities and Exchange Commission on June 13, 2024)
4.5		English Translation of Lease Contract dated August 8, 2022 by and between the operating entity and Xiaohui Mu (incorporated by reference to Exhibit 10.6 of our Registration Statement on Form F-1 (File No. 333-274214) initially filed with the Securities and Exchange Commission August 25, 2023)
4.6		English Translation of Working Fund Loan Contract with Bank of China dated June 8, 2022 by and between the operating entity and Bank of China Beijing Business District Branch (incorporated by reference to Exhibit 10.7 of our Registration Statement on Form F-1 (File No. 333-274214) initially filed with the Securities and Exchange Commission August 25, 2023)
4.7		Share Purchase Agreement dated November 25, 2022 by and between the Company and Hongli Wu (incorporated by reference to Exhibit 10.8 of our Registration Statement on Form F-1 (File No. 333-274214) initially filed with the Securities and Exchange Commission August 25, 2023)
8.1		Subsidiaries (incorporated by reference to Exhibit 21.1 of our Registration Statement on Form F-1 (File No. 333-274214) initially filed with the Securities and Exchange Commission August 25, 2023)
11.1		Code of Business Conduct and Ethics of the Registrant (incorporated by reference to Exhibit 99.1 of our Registration Statement on Form F-1 (File No. 333-274214) initially filed with the Securities and Exchange Commission August 25, 2023)
11.2*		Insider Trading Policy adopted on October 27, 2024
12.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1**		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13.2**		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
15.1*		Consent of Sino Pro Law Firm
15.2*		Consent of Wei, Wei & Co., LLP
97.1*		Compensation Recovery Policy
101*		The following financial statements from the Company’s Annual Report on Form 20-F for the fiscal year ended June 30, 2024, formatted in Inline XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (iii) Consolidated Statements of Changes in Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed with this annual report on Form 20-F
**	Furnished with this annual report on Form 20-F

115

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

	Haoxi Health Technology Limited

	By:	/s/ Zhen Fan
		Zhen Fan
		Chief Executive Officer, Director, and Chairman of the Board of Directors (Principal Executive Officer)

Date: October 29, 2024

116

HAOXI HEALTH TECHNOLOGY LIMITED

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

CONTENTS		PAGE(S)
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID: 2388)		F-2

CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2024 AND 2023		F-3

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME FOR THE FISCAL YEARS ENDED JUNE 30, 2024 ,2023 AND 2022		F-4

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT) FOR THE FISCAL YEARS ENDED JUNE 30, 2024 ,2023AND 2022		F-5

CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE FISCAL YEARS ENDED JUNE 30, 2024 ,2023 AND 2022		F-6

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS		F-7 – F-23

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Haoxi Health Technology Limited

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Haoxi Health Technology Limited and Subsidiaries (the “Company”) as of June 30, 2024 and 2023 and the related statements of operations and comprehensive income, changes in shareholders’ equity (deficit), and cash flows for each of the years in the two-year period ended June 30, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended June 30, 2024, in conformity with accounting principles generally accepted in the U.S. of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (U.S.) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its ICFR. As part of our audits, we are required to obtain an understanding of ICFR, but not for the purpose of expressing an opinion on the effectiveness of the Company’s ICFR. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Wei, Wei & Co., LLP

We have served as the Company’s auditors since 2022.

Flushing, New York

October 29, 2024

F-2

HAOXI HEALTH TECHNOLOGY LIMITED

CONSOLIDATED BALANCE SHEETS

	As of June 30,
	2024			2023
ASSETS
Current Assets
Cash and cash equivalents	$	6,655,734		$	1,203,203
Trade receivables, net		226,747			7,748
Advances to suppliers		5,174,302			2,404,680
Prepaid expense, receivables and other assets		3,323,047			58,474
Total current assets		15,379,830			3,674,105

Non-current assets
Property and equipment, net		126,743			143,836
Operating right-of-use asset		—			89,544
Deferred listing costs		—			556,752
Total non-current assets		126,743			790,132
Total Assets	$	15,506,573		$	4,464,237

LIABILITIES AND EQUITY
Current Liabilities
Short-term loans	$	833,521		$	511,409
Accounts payable		653,694			27,312
Advance from customers		1,185,130			1,493,947
Due to a related party		6,187			20,210
Taxes payable		1,044,532			328,093
Accrued expenses and other liabilities		102,436			41,517
Salary and welfare payable		41,075			37,145
Operating right-of-use liabilities-current		—			89,544
Long-term accounts payable-current		—			27,344
Total current liabilities		3,866,575			2,576,521

Non-current Liabilities

Long-term accounts payable		66,365			72,104
Long-term borrowing		301,678			249,107
Total non-current liabilities		368,043			321,211
Total Liabilities		4,234,618			2,897,732

Commitments and contingencies

SHAREHOLDERS’ EQUITY:
Class A Ordinary Shares (Par value US$0.0001 per share, 150,000,000 shares authorized 14,970,000 and 12,210,000 shares issued and outstanding as of June 30,2024 and June 30,2023)		1,497			1,221
Class B Ordinary Shares (Par value US$0.0001 per share, 50,000,000 shares authorized, and 17,270,000 shares issued and outstanding)		1,727			1,727
Additional paid-in capital		10,589,916			2,176,796
Retained earnings (Accumulated deficit)		723,207			(568,460	)
Accumulated other comprehensive loss		(44,392	)		(44,779	)
Total shareholders’ equity		11,271,955			1,566,505

Total liabilities and shareholders’ equity	$	15,506,573		$	4,464,237

On August 5, 2022, the Company issued 25,000,000 ordinary shares in connection with the Reorganization (Note 1). On November 28, 2022, the Company issued 4,480,000 Class A Ordinary Shares, with the par value credited to ordinary shares. All references to numbers of ordinary shares and per-share data in the accompanying consolidated financial statements were adjusted to reflect such issuance of shares on a retroactive basis.

The accompanying notes are an integral part of these consolidated financial statements.

F-3

HAOXI HEALTH TECHNOLOGY LIMITED

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

	Years Ended June 30,
	2024			2023			2022
Revenues	$	48,519,836		$	28,229,149		$	16,156,865
Cost of revenues		45,769,459			26,167,083			15,508,144
Gross profit		2,750,377			2,062,066			648,721

Operating expenses:
Selling		41,613			32,133			37,488
General and administrative		911,531			775,961			239,941
R&D		79,985			58,161			102,524
Total operating expenses		1,033,129			866,255			379,953

Income from operations		1,717,248			1,195,811			268,768

Other income (loss):
Interest expense		(41,186	)		(20,902	)		(9,961	)
Interest income		76,096			—
Other income (expense)		(16,909	)		15,496			788
Total other income (loss), net		18,001			(5,406	)		(9,173	)

Income before income taxes		1,735,249			1,190,405			259,595

Income tax expense		(443,582	)		(220,653	)		(15,008	)

Net income	$	1,291,667		$	969,752		$	244,587

Comprehensive income
Net income	$	1,291,667		$	969,752		$	244,587
Foreign currency translation gain		387			68,180			63,037
Total Comprehensive income	$	1,292,054		$	1,037,932		$	307,624

Earnings per ordinary share*
– Basic and diluted	$	0.04		$	0.04		$	0.010

Weighted average number of ordinary shares outstanding
– Basic and diluted		30,600,000			27,613,333			25,000,000

The accompanying notes are an integral part of these consolidated financial statements.

F-4

HAOXI HEALTH TECHNOLOGY LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN
SHAREHOLDERS’ EQUITY (DEFICIT) Years Ended
June 30, 2022, 2023, and 2024

	Ordinary shares*				Additional paid-in		Accumulated			Accumulated other comprehensive			Total shareholders’ Equity
	Shares		Amount		capital		deficit			loss			(deficit)
			US$		US$		US$			US$			US$
Balance as of June 30, 2021		25,000,000	$	2,500	$	25,277	$	(1,782,799	)	$	(175,996	)	$	(1,931,018	)
Net income								244,587						244,587
Shareholder contribution						157,709								157,709
Foreign currency translation adjustment											63,037			63,037
Balance as of June 30, 2022		25,000,000	$	2,500	$	182,986	$	(1,538,212	)	$	(112,959	)	$	(1,465,685	)
Net income		—		—		—		969,752			—			969,752
Shareholder contribution		4,480,000		448		1,993,810		—			—			1,994,258
Foreign currency translation adjustment		—		—		—		—			68,180			68,180
Balance as of June 30, 2023		29,480,000		2,948		2,176,796		(568,460	)		(44,779	)		1,566,505
Net income		—		—		—		1,291,667			—			1,291,667
Issuance of ordinary shares		2,760,000		276		8,413,120		—			—			8,413,396
Foreign currency translation adjustment		—		—		—		—			387			387
Balance as of June 30, 2024		32,240,000	$	3,224	$	10,589,916	$	723,207		$	(44,392	)	$	11,271,955

F-5

HAOXI HEALTH TECHNOLOGY LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Years Ended June 30,
	2024			2023			2022
Cash flows from operating activities
Net income	$	1,291,667		$	969,752		$	244,587
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation		10,567			8,393			2,212
Changes in operating assets and liabilities:
Accounts receivable		(217,900	)		(4,279	)		665,618
Advances to suppliers		(2,723,828	)		(2,473,178	)		439,423
Prepayments, receivables and other assets		(175,298	)		51,862			8,088
Accounts payable		623,168			(1,201,034	)		(1,604,129	)
Advance from customers		(328,077	)		1,393,774			(369,220	)
Accrued expenses and other liabilities		60,069			14,406			(31,572	)
Taxes payable		708,658			330,316			(29,025	)
Operating lease right-of-use assets		(90,377	)		(7,618	)		90,409
Operating lease liabilities		90,377			29,402			(87,689	)
Salary and welfare payable		3,398			16,072			(4,063	)
Net cash used in operating activities		(747,576	)		(872,132	)		(675,361	)

Cash flows from investing activities
Purchase of property and equipment		(55,367	)		(45,500	)		(8,698	)
Loans to third parties		(3,073,684	)		—
Net cash used in investing activities		(3,129,051	)		(45,500	)		(8,698	)

Cash flows from financing activities
Proceeds from short-term borrowings		478,404			453,123			329,869
Repayment of short-term borrowings		(115,934	)		(345,604	)		(52,062	)
(Repayment of) due to a related party		(14,329	)		21,038			(811,260	)
Payment received from related party								1,302,752
Proceeds from IPO (a shareholder)		8,975,416			1,994,258			163,920
Proceeds from long-term borrowings		—			259,311
Deferred listing costs		—			(579,558	)
Net cash provided by financing activities		9,323,557			1,802,568			933,219

Effect of foreign exchange rate on cash and restricted cash		5,601			24,756			(11,534	)
Net increase in cash		5,452,531			909,692			237,626
Cash at the beginning of the year		1,203,203			293,511			55,886
Cash at the end of the year	$	6,655,734		$	1,203,203		$	293,511

Supplemental disclosures of cash flow information:
Income taxes paid	$	27,570		$	—		$	7,388
Interest paid	$	37,265		$	19,775		$	206
Operating right-of-use asset		—		$	89,544		$	88,528

The accompanying notes are an integral part of these consolidated financial statements.

F-6

HAOXI HEALTH TECHNOLOGY LIMITED

NOTES TO CONSOLIDATED JUNE 30, 2024 AND 2023 FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND BUSINESS DESCRIPTION

Haoxi Health Technology Limited (“Haoxi”) is a company incorporated under the laws of the Cayman Islands on August 5, 2022. It is a holding company with no business operations.

On August 30, 2022, Haoxi formed its wholly owned subsidiary, Haoxi Information Limited (“Haoxi HK”), in Hong Kong. On October 13, 2022, Haoxi HK formed its wholly owned subsidiary, Beijing Haoxi Health Technology Co., Limited (“WFOE”), in the PRC (the “PRC”).

Beijing Haoxi Digital Technology Co., Ltd. (“Haoxi BJ”) is a limited liability company incorporated on September 26, 2018, under the laws of China.

On November 25, 2022, WFOE acquired 100% equity interest of Haoxi BJ, as a result, Haoxi BJ became a wholly-owned subsidiary of WFOE.

As described below, Haoxi, through a restructuring was accounted for as a reorganization of entities under common control (the “Reorganization”), became the ultimate parent entity of its subsidiary, Haoxi BJ. Accordingly, Haoxi consolidates Haoxi BJ’s operations, assets, and liabilities. Haoxi and its subsidiaries, are collectively hereinafter referred as the “Company.”

Haoxi together with its wholly owned subsidiaries, Haoxi HK, WFOE, and Haoxi BJ, were controlled by the same shareholders before and after the Reorganization and, therefore, the Reorganization is considered one for entities under common control. The consolidation of the Company was accounted for at historical cost and prepared on the basis as if the Reorganization had become effective as of the beginning of the first period presented in the consolidated financial statements (“CFS”).

The Company’s current corporate structure is as follows:

F-7

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of presentation

The accompanying CFS were prepared in accordance with accounting principles generally accepted in the U.S. of America (“U.S. GAAP”) and have been consistently applied for information pursuant to the rules and regulations of the U.S. Securities Exchange Commission (the “SEC”).

(b) Principles of consolidation

The CFS include the financial statements of the Company, its subsidiaries for which the Company exercises control and, when applicable, entities in which the Company has a controlling financial interest is the ultimate primary beneficiary.

All transactions and balances between the Company and its subsidiaries were eliminated in consolidation.

(c) Use of estimates

In preparing the CFS in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the CFS, as well as the reported amounts of revenue and expenses during the reporting periods. Significant items subject to such estimates and assumptions include, but are not limited to, the assessment of the allowance for doubtful accounts, useful lives of property and equipment and intangible assets, the recoverability of long-lived assets, uncertain tax position, purchase price allocations for business combination, impairment assessment for goodwill and realization of deferred tax assets. Actual results could differ from those estimates.

(d) Cash and cash equivalents

Cash includes cash on hand and demand deposits placed with banks or other financial institutions, which are unrestricted as to withdrawal or use in accounts maintained with commercial banks. The Company maintains bank accounts in mainland China. Cash balances in bank accounts in mainland China are not insured by the Federal Deposit Insurance Corporation or other programs.

(e) Accounts receivable, net

Accounts receivable are presented net of allowance for doubtful accounts. The Company reduces accounts receivable by recording an allowance for doubtful accounts to account for the estimated impact of collection issues resulting from a client’s inability or unwillingness to pay valid obligations to the Company. The Company determines the adequacy of allowance for doubtful accounts based on individual account analysis, historical collection trend, and best estimate of specific losses on individual exposures. The Company establishes a provision for doubtful receivable when there is objective evidence that the Company may not be able to collect amounts due. Actual amounts received may differ from management’s estimate of credit worthiness and the economic environment.

(f) Advances to suppliers, net

Advances to suppliers are balances paid to suppliers for services that have not been provided or received. The Company reviews its advances to suppliers periodically and makes general and specific allowances when there is doubt as to the ability of a supplier to provide supplies to the Company or refund an advance.

F-8

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

(g) Property and equipment, net

Property and equipment are carried at cost and are depreciated on the straight-line basis over the estimated useful lives of the underlying assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation and amortization are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of its property and equipment when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.

Estimated useful lives are as follows, taking into account the assets’ estimated residual value:

Category

Estimated
useful lives

Electronic equipment

3 years

(h) Impairment of long-lived assets

The Company reviews long-lived assets, including definitive-lived intangible assets and property and equipment, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. When such events occur, the Company assesses the recoverability of the asset group based on the undiscounted future cash flows the asset group is expected to generate and recognizes an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset group plus net proceeds expected from disposition of the asset group, if any, is less than the carrying value of the asset group. If the Company identifies an impairment, the Company reduces the carrying amount of the asset group to its estimated fair value (“FV”) based on a discounted cash flow approach or, when available and appropriate, to comparable market values and the impairment loss, if any, is recognized in “Others, net” in the consolidated statements of comprehensive income (loss). The Company uses estimates and judgments in its impairment tests and if different estimates or judgments had been utilized, the timing or the amount of any impairment charges could be different. Asset groups to be disposed of would be reported at the lower of the carrying amount or FV less costs to sell, and no longer depreciated.

(i) Fair value of financial instruments

ASC 825-10 requires disclosures regarding the FV of financial instruments. FV is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level FV hierarchy prioritizes the inputs used to measure FV. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure FV are as follows:

●

Level 1 - inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

●

Level 2 - inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data.

●

Level 3 - inputs to the valuation methodology are unobservable.

Unless otherwise disclosed, the FV of the Company’s financial instruments including cash, restricted cash, accounts receivable, advances to suppliers, prepaid expenses and other current assets, short-term bank loans, accounts payable, advance from customers, due to related parties, taxes payable, and accrued expenses and other current liabilities approximate their recorded values due to their short-term maturities. The FV of longer-term leases approximates their recorded values as their stated interest rates approximate the rates currently available.

The Company’s non-financial assets, such as property and equipment would be measured at FV only if they were determined to be impaired.

F-9

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

(j) Leases

The Company follows Accounting Standards Update (“ASU”) 2016-02, Leases (as amended by ASU 2018-01, 2018-10, 2018-11, 2018-20, and 2019-01, collectively “ASC 842”). The Company elected not to record assets and liabilities on its consolidated balance sheet for new or existing lease arrangements with terms of 12 months or less. The Company recognizes lease expenses for such lease on a straight-line basis over the lease term.

At the commencement date of a lease, the Company recognizes a lease liability for future fixed lease payments and a right of use (“ROU”) asset for the right to use the underlying asset during the lease term. The lease liability is initially measured as the present value of the future fixed lease payments to be made over the lease term. The lease term includes periods for which it’s reasonably certain that the renewal options will be exercised and periods for which it’s reasonably certain that the termination options will not be exercised. The future fixed lease payments are discounted using the rate implicit in the lease, if available, or the incremental borrowing rate (“IBR”). The Company will evaluate the carrying value of ROU assets if there are indicators of impairment and review the recoverability of the related asset group. If the carrying value of the asset group is determined to not be recoverable and is in excess of the estimated FV, the Company will record an impairment loss in other expenses in the consolidated statements of operations.

(k) Revenue recognition

The Company is an online marketing solutions provider which provides customer-tailored internet marketing services based on data analysis technology. The Company’s revenue primarily includes advertising service revenue.

Revenue from advertising services primarily consists of revenue from providing online advertising services. Revenue represents the amount of consideration that the Company is entitled to in exchange for the transfer of promised services in the ordinary course of the Company’s activities and is recorded net of value-added tax (“VAT”). Consistent with the criteria of ASC 606, the Company recognizes revenue when the performance obligation in a contract is satisfied by transferring the control of a promised service to a customer. The Company also evaluates whether it is appropriate to record the gross amounts of services sold and the related costs, or the net amounts earned as commissions. Payments for services are generally received after deliveries. In the event the Company receives an advance from a customer, such advance is recorded as a liability to the Company.

Online Marketing Solutions Services

The Company provides one-stop online marketing solutions, including traffic acquisition from top online media platforms, content production, data analysis and advertising campaign optimization, to its advertisers. The term “traffic acquisition” refers to the process of advertising and acquiring a target audience on online media platforms. It charges the advertisers primarily based on a mix of Cost-Per-Click (“CPC”) (recognize revenue when specified action, such as click-throughs, is performed) or Cost-Per-Time (“CPT”) (recognize revenue over the contract period by reference to the progress towards satisfaction of that performance obligation). Media partners may also grant to it rebates mainly based on gross advertisement spending (i) in the form of advance for future traffic acquisition; (ii) to net off the account payables the Company owed to them; or (iii) in cash.

While none of the factors individually are considered presumptive or determinative, under this business model, the Company is the primary obligor and responsible for (i) identifying and contracting with third-party advertisers which the Company views as customers, and delivering the specified integrated services to the advertisers; (ii) bearing certain risks of loss to the extent that the cost incurred for producing contents, formulating advertisement campaign and acquiring user traffic from online media platforms cannot be compensated by the total consideration received from the advertisers, which is similar to inventory risk; and (iii) performing all the billing and collection activities, including retaining credit risk. The Company assumes ownership of the specified service before it is delivered to the advertiser and acts as the principal of these arrangements and therefore recognizes revenue earned and costs incurred related to these transactions on a gross basis. Under this business model, the rebates earned from media partners are recorded as a reduction of cost of services.

F-10

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

The core principle underlying revenue recognition in ASC 606 is that the Company recognizes revenue for the transfer of services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This requires the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time. The Company’s advertising service contracts have one single performance obligation, being the promise to display customers’ advertisement on the media platform. The services, such as content production, data analysis and advertising campaign optimizations, are performed as inputs to produce or deliver the output specified by the customer, and are interrelated, thus each of services cannot be separately performed to fulfil the promise and is, therefore, not distinct. Under ASC 606, the related revenues are recognized. When the Company provides services to customers which are charged based on the CPC model, control of services transfers when the specific action such as click-throughs is performed. When the Company provides services to customers which are charged based on the time advertised under the CPT model, control of services transfers over time and revenue is recognized over the period of the contract by reference to the progress, which is measured by the duration for displaying the advertisement, towards complete satisfaction of that performance obligation, which is measured by the elapse of the displaying period.

CPC, is a performance-based metric and under which we charge our customers when an Internet user clicks the online advertisement we placed. Most of our customers are charged based on the CPC mechanism. Under the CPT mechanism, we charge our customers for placing an online short video for a specific period of time. Few of our customers which intend to promote their brand name on the media platform adopt CPT model.

The transaction price under CPC model for marketing solutions is based on the bidding price that varies from time to time due to the advertisement bidding price competition mechanism set by media platforms. Only the advertisement with the highest bidding prices can be displayed and such bidding prices will be recognized as transaction prices once the internet users click on the advertisements. We receive invoices from media partners. The invoiced fees contained therein are equal to: (x) traffic acquisition costs (equal to bidding price per click-through multiplied by users’ click-throughs), minus, (y) rebates from media partners as agreed, and the invoice fees are then recognized as cost of revenue. We then issue invoices to our advertising customers and charge our advertising customers, with the amount equal to: (x) the traffic acquisition costs, plus, (y) service charge, and the total amount is recognized as revenue.

Under the CPT model, the transaction price we charge our advertiser customers for placing advertisement for a specific period of time is contractually agreed by our advertiser customers and us. We recognize revenue over the period of the contract by reference to the progress, which is measured by the duration for displaying the advertisement, towards complete satisfaction of that performance obligation, which is measured by the elapse of the displaying period. We receive invoices from media partners equivalent to traffic acquisition costs (equal to the predetermined CPT by the media platforms, multiplied by the duration of display) minus rebates from media partners as agreed, and recognize as cost of revenue.

(l) Cost of revenue

The Company’s cost of revenue is costs for providing marketing solution services on an incurred basis, and consists primarily of the purchase of online traffic from third-party media platforms after deducting rebates, and salaries and benefits for staff providing marketing solution services including content production, data analysis and advertising campaign optimizations.

(m) R&D expenses

R&D(“R&D”) expenses include costs directly attributable to the conduct of R&D projects, primarily consist of salaries and other employee benefits. All costs associated with R&D are expensed as incurred.

(n) Advertising Expense

Advertising primarily consists of cost of online advertising. The Company’s advertising is expensed as incurred and included in selling expenses. For the years ended June 30, 2024 and 2023, the Company recorded no advertising expenses.

F-11

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

(p) Mainland China Employee Contribution Plan

As stipulated by the regulations of the PRC, full-time employees are entitled to various government statutory employee benefit plans, including: medical, maternity, workplace injury, and unemployment insurance and pension benefits through a PRC government-mandated multi-employer defined contribution plan. The Company is required to make contributions to the plan based on certain percentages of employees’ salaries. The total expenses the Company incurred for the plan were $94,963 , $86,186 and $41,144 for the years ended June 30, 2024 ,2023 and 2022, respectively.

(q) Income taxes

The Company’s subsidiaries in mainland China and Hong Kong are subject to the income tax laws of mainland China and Hong Kong. No taxable income was generated outside the PRC for the years ended June 30, 2024 and 2023. The Company accounts for income taxes in accordance with ASC 740, Income Taxes. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or future deductibility is uncertain.

ASC 740-10-25 prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. It also provides guidance on the recognition of income tax assets and liabilities, classification accounting for interest and penalties associated with tax positions, years open for tax examination, accounting for income taxes in interim periods and income tax disclosures. There were no material uncertain tax positions as of June 30, 2024 and 2023.

(r) Value added tax (“VAT”)

Sales revenue is the invoiced value of goods, net of VAT. The VAT is based on gross sales price and VAT rate is approximately 6%. The VAT may be offset by VAT paid by the Company on raw materials and other materials included in the cost of producing or acquiring its finished products. The Company recorded a VAT payable or receivable net of payments in the accompanying CFS. All of the VAT returns filed by the Company’s subsidiaries in the PRC, remain subject to examination by the tax authorities for five years from the date of filing.

(s) Earnings per share

The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average ordinary shares outstanding for the period. Diluted EPS takes into account the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised and converted into ordinary shares. For the years ended June 30, 2024 , 2023 and 2022, there were no dilutive securities.

(t) Comprehensive income

Comprehensive income consists of two components, net income and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains, and losses that under U.S. GAAP are recorded as an element of stockholders’ equity but are excluded from net income. Other comprehensive income (loss) consists of foreign currency translation adjustment from the Company not using U.S. dollar as its functional currency.

F-12

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

(u) Foreign currency translation and transactions

The Company’s principal country of operations is the PRC. The financial position and results of its operations are determined using RMB, the local currency, as the functional currency. The Company’s CFS are reported in the U.S. Dollars (“US$” or “$”). The results of operations and the consolidated statements of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. Because cash flows are translated based on the average translation rate, amounts for assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income (loss) included in consolidated statements of changes in shareholders’ equity. Gains and losses from foreign currency transactions are included in the Company’s Consolidated Statements of Operations and Comprehensive Income.

The value of RMB against US$ and other currencies fluctuates and is affected by, among other things, changes in the PRC’s political and economic conditions. Any significant revaluation of RMB may materially affect the Company’s financial condition in terms of US$ reporting. The following table outlines the currency exchange rates that were used in preparing the CFS:

	Years Ended As of June 30,						Years Ended June 30,
	2024		2023		2022		2024		2023		2022
Foreign currency	Balance Sheet		Balance Sheet		Balance Sheet		Profits/Loss		Profits/Loss		Profits/Loss
RMB:USD1		7.1268		7.2258		6.7114		7.1592		6.9415		6.4571

(v) Segment reporting

ASC 280, “Segment Reporting,” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments.

The Company uses the management approach to determine reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”) for making decisions, allocating resources and assessing performance. The Company’s CODM has been identified as the CEO, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company.

Based on the management’s assessment, the Company determined it has only one operating segment and therefore one reportable segment as defined by ASC 280. The Company’s assets are substantially all located in the PRC and substantially all of the Company’s revenues and expenses are derived from the PRC. Therefore, no geographical segments are presented.

(w) Statements of cash flows

In accordance with ASC 230, Statement of Cash Flows, cash flows from the Company’s operations are formulated based upon the local currencies using the average exchange rate in the period. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets.

F-13

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

(aa) Significant risks

Currency risk

Most of the Company’s expense transactions and assets and liabilities are denominated in RMB. RMB is not freely convertible into foreign currencies. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (“PBOC”). Remittances in currencies other than RMB by the Company in China must be processed through the PBOC or other Company foreign exchange regulatory bodies which require certain supporting documentation in order to affect the remittances.

The Company maintains bank accounts in the PRC. On May 1, 2015, China’s new Deposit Insurance Regulation came into effect, pursuant to which banking financial institutions, such as commercial banks, established in the PRC are required to purchase deposit insurance for deposits in RMB and in foreign currency placed with them. Such Deposit Insurance Regulation would not provide complete protection for the Company’s accounts, as its aggregate deposits are higher than the compensation limit, which is RMB500,000 for one bank ($70,000). However, the Company believes the risk of failure of any of these Chinese banks is remote. Bank failure is uncommon in the PRC and the Company believes those Chinese banks that hold the Company’s cash, restricted cash and short-term investments are financially sound based on publicly available information.

Other than the deposit insurance mechanism in the PRC mentioned above, the Company’s bank accounts are not insured by Federal Deposit Insurance Corporation insurance or other insurance.

Concentration and credit risk

Currently, all of the Company’s operations are in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC’s economy. The Company’s operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in U.S. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittances abroad, and rates and methods of taxation, among other things.

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash, restricted cash, accounts receivable, accounts receivable – related parties, advances to suppliers and amounts due from related parties. A portion of the Company’s sales are credit sales to customers whose ability to pay is dependent upon industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivable is limited due to generally short payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk.

Interest rate risk

Fluctuations in market interest rates may negatively affect the Company’s financial condition and results of operations. The Company is exposed to floating interest rate risk on cash deposits and borrowings, and the risks due to changes in interest rates is not material. The Company has not used any derivative financial instruments to manage the Company’s interest risk exposure.

Other uncertainty risk

The Company’s major operations are conducted in the PRC. Accordingly, the political, economic, and legal environments in the PRC, as well as the general state of the PRC’s economy may influence the Company’s business, financial condition, and results of operations.

The Company’s major operations in the PRC are subject to special considerations and significant risks not typically associated with companies in U.S. These include risks associated with, among others, the political, economic, and legal environment. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, and rates and methods of taxation, among other things. Although the Company has not experienced losses from these situations and believes that it is in compliance with existing laws and regulations including its organization and structure disclosed in Note 1, this may not be indicative of future results.

F-14

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

(bb) Related parties

A party is considered related to the Company if it directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

(cc) Recent accounting pronouncements

The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. As an “emerging growth company,” or EGC, the Company elected to take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards applicable to private companies. The amendments in this ASU and its subsequent amendments are effective for annual reporting periods beginning after December 15, 2021, including interim periods beginning after December 15, 2022. While the Company continues to evaluate certain aspects of the new standard, it does not expect the new standard to have a material effect on its financial statements and the Company does not expect a significant change in its leasing activities between now and adoption.

In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU2016-13, Financial Instruments - Credit Losses (Topic 326). The amendments in this ASU require a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The amendments broaden the information that an entity must consider in developing its expected credit loss estimate for assets measured either collectively or individually. The use of forecasted information incorporates more timely information in the estimate of expected credit loss, which will be more decision useful to users of the financial statements. This ASU is effective for annual and interim periods beginning after December 15, 2019 for issuers and December 15, 2020 for non-issuers. Early adoption is permitted for all entities for annual periods beginning after December 15, 2018, and interim periods therein. In May 2019, the FASB issued ASU 2019-05, Financial Instruments—Credit Losses (Topic 326): Targeted Transition Relief. This ASU adds optional transition relief for entities to elect the FV option for certain financial assets previously measured at amortized cost basis to increase comparability of similar financial assets. The ASUs should be applied through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective (that is, a modified retrospective approach). On November 19, 2019, the FASB issued ASU 2019-10 to amend the effective date for ASU 2016-13 to be fiscal years beginning after December 15, 2022 and interim periods therein. The Company adopted this ASU on July 1, 2023 which did not have a material impact on the Company’s CFS.

In March 2023, the FASB issued ASU 2023-01, Leases (Topic 842): Common Control Arrangements, which offers private companies, and not-for-profit entities that are not conduit bond obligors, a practical expedient that gives them the option of using the written terms and conditions of a common-control arrangement when determining whether a lease exists and the subsequent accounting for the lease, including the lease’s classification and Amends the accounting for leasehold improvements in common-control arrangements for all entities. The Company adopted this ASU on July 1, 2023 Which had no material impact on the company CFS.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The expanded annual disclosures are effective for the year ending December 31, 2024, and the expanded interim disclosures are effective in 2025 and will be applied retroactively to all prior periods presented. The Company is currently evaluating the impact that ASU 2023-07 will have on our CFS.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires, among other things, additional disclosures primarily for the income tax rate reconciliation and income taxes paid. The expanded annual disclosures are effective for the year ending December 31, 2025. The Company is currently evaluating the impact that ASU 2023-09 will have on our CFS and whether we will apply the standard prospectively or retroactively.

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s CFS.

F-15

NOTE 3 – ACCOUNTS RECEIVABLE, NET

As of June 30, 2024 and 2023, the Company had no allowance for doubtful accounts.

NOTE 4 – ADVANCES TO SUPPLIERS, NET

Advances to suppliers, net consisted of the following:

	As of June 30,
	2024		2023
Advances for products and services purchased from third parties	$	5,174,302	$	2,404,680
Less: allowance for doubtful accounts		—		—
Advances to suppliers, net	$	5,174,302	$	2,404,680

NOTE 5 – PREPAID EXPENSES AND OTHER CURRENT ASSETS, NET

Prepaid expenses and other current assets, net consisted of the following:

	As of June 30,
	2024			2023
Loans to third parties⁽¹⁾	$	3,087,665		$	—
Other receivables		263,445			95,840
Subtotal		3,351,110			—
Less: allowance for doubtful accounts		(28,063	)		(37,366	)
Prepaid expenses and other current assets	$	3,323,047		$	58,474

(1)

The loans were made to business partners for short-term working capital purpose. The loans mature within 1 year and carry interest of 8% is paid semiannually.

Individual loan exceeding 5% of current assets are as following:

	June 30, 2024
Name of The Borrowers	Principal Amount		Annual Interest Rate			Interest Receivable As of June 30, 2024		Contract Term
Borrowers A	$	1,500,000		8	%	$	35,836	2024.03.13-2025.03.13
Borrowers B	$	1,020,000		8	%	$	30,404	2024.02.15-2025.02.15

The movement of allowance of doubtful accounts is as follows:

	Years Ended June 30,
	2024			2023
Balance at beginning of the year	$	37,366			2,980
Current year addition (subfication)		(9,303	)		34,386
Balance at end of the year	$	28,063		$	37,366

F-16

NOTE 6 – PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, stated at cost less accumulated depreciation, consisted of the following:

	As of June 30,
	2024			2023
Electronic equipment	$	156,448		$	154,305
Less: accumulated depreciation		(29,705	)		(10,469	)
Property, plant and equipment, net	$	126,743		$	143,836

NOTE 7 – ACCOUNTS PAYABLE

Accounts payable consisted of the following:

	Years Ended June 30,
	2024		2023
Beijing Fushi Technology Co., LTD⁽¹⁾	$	653,463	$	26,812
Others		231		500
Balance at end of the year(subtotal)	$	653,694	$	27,312

(1)

Haoxi and Fushi agreed a supplementary agreement that Haoxi shall refund 5 percent and 1 percent for fiscal 2024 and 2023 of cash receipts from Fushi in three months after Haoxi receives the cash rebates from the media platform.

NOTE 8 – LEASES

On June 24, 2019, Haoxi BJ entered into an office lease with an individual (the “Landlord 1”). The lease was from July 1, 2019 to July 1, 2021, and annual rental was RMB431,460 ($65,103). On June 21, 2021, Haoxi BJ extended the lease to June 30, 2023, with an annual payment of RMB675,120 ($104,555), to be paid quarterly. On May 12, 2023, Haoxi BJ extended the lease from July 1, 2023 to March 31, 2024. On March 25, 2024, Haoxi BJ extended the lease from April 1, 2024 to June 30, 2024. On July 9, 2024, the Company renewed the lease from July 1, 2024 to June 30, 2026.

On July 29, 2022, Haoxi BJ entered into an office lease with an individual (the “Landlord 2”) at Room 902, Unit 1, Floor 9, Wantong Tower, Jia No.6, Chao Yang Men Wai Ave., Chaoyang District, Beijing, China. The lease was from August 8, 2022 to August 7, 2024, and annual rental of RMB660,000 ($92,189) to be paid every four month, the Company renewed the lease from August 8, 2024 to August 7, 2025.

These leases do not contain any material residual value guarantees or material restrictive covenants, and the extended lease contract does not contain options to extend at the time of expiration.

As of June 30, 2023, ROU assets and lease liabilities were $89,544 and $89,544 (from lease liabilities noncurrent portion), respectively. As of June 30, 2024, ROU assets and lease liabilities were $nil and $nil (from lease liabilities noncurrent portion), respectively.

For the fiscal years ended June 30, 2024 and 2023, the Company had operating lease costs of $176,676 and $182,218, respectively.

The weighted-average remaining lease terms and the weighted-average discount rate of the leases are as follows:

	As of June 30, 2024
Weighted-average remaining lease terms		1 year

Weighted-average discount rate		4.75	%

F-17

NOTE 9 – LONG TERM PAYABLE

On February 7, 2023, Beijing Haoxi signed an auto loan with Mercedes-Benz Auto Finance Co., Ltd. for RMB800,000 ($112,252) to purchase a car worth RMB1,000,000 ($140,315) with a down payment of RMB200,000 ($28,063). The loan repayment period is 3 years with a monthly installment of RMB24,698 ($3,466). Mr. Xu Lei was the guarantor. As of June 30, 2024, long-term payable were $66,365 (current portion of $40,477 and noncurrent portion of $25,888). The unrecognized financing expense amortized in the current period was $5,706 and was included in interest expenses. The remaining unrecognized financing expense was $4,336 (current portion of $1,110 and noncurrent portion of $3,226).

	As of June 30, 2024
Long-term accounts payable-current	$	41,587
Unrecognized financing expense		(1,110	)
Long-term accounts payable-current, net	$	40,477

	As of June 30, 2024
Long-term accounts payable-non-current	$	29,114
Unrecognized financing expense		(3,226	)
Long-term accounts payable-non-current, net	$	25,888

The weighted-average remaining loan term and the required rate of return required by the lender is as follows:

	As of June 30, 2024
Weighted-average remaining lease term		20 months

The required rate of return required by the lender		6.99	%

The repayment schedule is as follows:

	Payments due by period
	Total		Less than 1 year		1-2 years		2-3 years		More than 3 years
As of June 30, 2024	$	70,701	$	41,587	$	29,114	$	—	$	—

NOTE 10 – LOANS

Short-term loans of the Company consist of the following:

	June 30, 2024
	Principal Amount		Annual Interest Rate			Loan term
China Construction Bank⁽¹⁾	$	203,457		3.95	%	12/12/2023 - 12/12/2024
China Construction Bank⁽¹⁾		77,173		3.95	%	12/27/2023 - 12/27/2024
China Construction Bank⁽¹⁾		121,420		3.95	%	12/26/2023 - 12/26/2024
China Construction Bank⁽¹⁾		110,428		3.95	%	01/31/2024 - 01/31/2025
China Construction Bank⁽¹⁾		68,474		3.85	%	12/12/2023 - 12/12/2024
Bank of China⁽³⁾		14,032		4.15	%	06/28/2023 - 12/28/2024
Bank of China⁽³⁾		238,537		4.15	%	06/28/2023 - 06/28/2025
Total	$	833,521

F-18

NOTE 10 – LOANS (cont.)

	June 30, 2023
	Principal Amount		Annual Interest Rate			Loan term
Bank of Communications⁽⁵⁾	$	27,679		3.80	%	11/17/2022 - 11/17/2023
Bank of Communications⁽⁵⁾		59,509		3.80	%	11/23/2022 - 11/23/2023
Bank of China⁽³⁾		13,839		4.15	%	06/28/2023 - 12/28/2023
Bank of China⁽³⁾		13,839		4.15	%	06/28/2023 - 06/28/2024
China Construction Bank⁽¹⁾		200,670		3.95	%	01/05/2023 - 01/05/2024
China Construction Bank⁽¹⁾		76,116		3.95	%	01/25/2023 - 01/25/2024
China Construction Bank⁽¹⁾		119,756		3.95	%	01/24/2023 - 01/24/2024
Total ⁽⁴⁾	$	511,409

Long-term loans consist of the following:

	June 30, 2024
	Principal Amount		Annual Interest Rate	Contract term
Bank of Communications⁽²⁾		301,678	Details	11/27/2023 – 11/27/2025
Total	$	301,678

(1)

These loans with China Construction Bank carry a fixed interest rate and are unsecured.

(2)

The loans from Bank of Communications of China are unsecured and carry floating interest rates. The interest rate of each loan is based on the one-year Chinese Loan Prime Rate, or LPR, to the agreed “Pricing Benchmark date,” according to the value of addition (subtraction) points agreed upon in the Application for the Use of Loan on the draw date. The applicable date of the Pricing base shall be the draw date, and the applicable LPR value shall be the last published LPR value before the draw date.

(3)	In connection with the loan with the Bank of China, Mr. Lei Xu provided a guarantee for the repayment of the loan. In addition, Beijing Capital Financing Guarantee Co., Ltd. provided a joint guarantee with Mr. Xu.

(4)	The disposition of loan balances as of June 30, 2023 included $115,934 which was subsequently repaid, and $395,475 which was extended.

(5)	These loans carry a fixed interest rate and are unsecured.

Bank	Amount		Subsequent Disposition
Bank of Communications	$	27,679	Repaid
Bank of Communications		59,509	Repaid
Bank of China		13,839	Repaid
Bank of China		13,839	Repaid
China Construction Bank		200,670	Extended
China Construction Bank		76,116	Extended
China Construction Bank		119,756	Extended
	$	511,409

Interest for the years ended June 30, 2024 and 2023 was $41,186 and $19,775 respectively.

F-19

NOTE 11 – RELATED PARTY TRANSACTIONS AND BALANCES

The table below sets forth the major related parties and their relationships with the Company as of June 30, 2024 and 2023:

Name of related parties		Relationship with the Company
Zhen Fan		A shareholder of the Company

	June 30,
	2024		2023
Amounts due to a related party
Zhen Fan	$	6,187	$	20,210
Amounts due to a related party, net	$	6,187	$	20,210

NOTE 12 – SHAREHOLDERS’ EQUITY

Ordinary shares

On August 5, 2022, Haoxi’s shareholders approved a Memorandum and Articles of Association, pursuant to which 150,000,000 shares were authorized as Class A ordinary shares and 50,000,000 shares were authorized as Class B ordinary shares with a par value of $0.0001 per share (each are hereinafter referred to as “Class A Ordinary Shares” and “Class B Ordinary Shares”, respectively). Holders of Class A Ordinary Shares are entitled to one vote per share and holders of Class B Ordinary Shares are entitled to 10 votes per share. Haoxi issued 17,270,000 Class B Ordinary Shares to Mr. Fan Zhen and 7,730,000 Class A Ordinary Shares to Mr. Lei Xu and four other shareholders on August 5, 2022. On November 28, 2022, the Company issued 4,480,000 Class A Ordinary Shares to an investor.

The Company completed an IPO (“IPO”) on NASDAQ on January 26, 2024, offering 2,400,000 Class A Ordinary Shares. On March 8, 2024, EF Hutton LLC, the lead underwriter of the IPO, exercised its overallotment option to purchase an additional 360,000 shares of the Company's Class A Ordinary Shares at $4.00 per share. The closing date for the sale of the overallotment shares was March 8, 2024.

Statuary Reserve

In accordance with the Regulations on Enterprises of PRC, WFOE and Haoxi BJ in the PRC are required to provide statutory reserves, appropriated from net profit as reported in the Company’s PRC statutory accounts. They are required to allocate 10% of their after-tax profits to fund statutory reserves until such reserves reach 50% of their respective registered capital. These reserve funds, however, may not be distributed as cash dividends. As of June 30, 2024 and 2023, the statutory reserves of WFOE and Haoxi BJ have no retained earnings and, thus, are not required to appropriate statutory reserves. As of June 30, 2024 and 2023, the balances of the statutory reserves were $nil and nil, respectively.

Restricted net assets

The Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its subsidiaries. Relevant PRC statutory laws and regulations permit payments of dividends by Haoxi BJ, if any, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the CFS prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of the Company’s subsidiaries.

Foreign exchange and other regulations in the PRC may further restrict the Company’s subsidiaries from transferring funds to the Company in the form of dividends, loans and advances. Amounts restricted include paid-in capital and statutory reserves of the Company’s PRC subsidiaries as determined pursuant to PRC generally accepted accounting principles. As of June 30, 2024, and 2023, restricted net assets of the Company’s PRC subsidiaries were $97,935 and $27,778, respectively.

F-20

NOTE 13 – TAXES

Corporation Income Tax (“CIT”)

The Company is subject to income taxes on an entity basis on income derived from the location in which each entity is domiciled.

Haoxi is incorporated in Cayman Islands as an offshore holding company and is not subject to tax on income or capital gain under the laws of Cayman Islands.

Haoxi HK is incorporated in Hong Kong as a holding company with no activities. Under the Hong Kong tax laws, an entity is not subject to income tax if no revenue is generated in Hong Kong.

Under the Enterprise Income Tax (“EIT”) Law of the PRC, domestic enterprises and Foreign Investment Enterprises (the “FIE”) are usually subject to a unified 25% EIT rate, which WFOE and Haoxi BJ are subject to. In addition, the PRC Enterprise Income Tax Law provides small or qualified small and thin-profit enterprises, annual taxable income up to RMB1 million ($140,000) is subject to an effective EIT rate of 2.5% from January 1, 2021 to December 31, 2022; where the annual taxable income exceeds RMB 1 million ($140,000) but does not exceed RMB 3 million ($420,000), the amount in excess of RMB 1 million ($140,000) is subject to an effective EIT rate of 5% from January 1, 2022 to December 31, 2022. The PRC State Tax Bureau further stipulates that annual taxable income less than RMB 3 million ($420,000) is subject to an effective EIT rate of 5% from January 1 to December 31, 2027.

The provision for income tax consisted of the following:

	Years Ended June 30,
	2024		2023		2022
Current
Cayman Islands	$	—	$	—	$
Hong Kong		—		—		—
China		443,582		220,653		15,008

Deferred
Cayman Islands		—		—
Hong Kong		—		—
China		—		—
Income tax provision	$	443,582	$	220,653	$	15,008

The following table reconciles the statutory rate to the Company’s effective tax rate:

	Years Ended June 30,
	2024			2023			2022
Income tax (benefit)/expense computed at applicable tax rates (25%)		25.0	%		25.0	%		25	%
Preferential tax treatment		(0	)		(6.5	)		(19.2	)
Effective tax rate		25	%		18.5	%		5.8	%

F-21

NOTE 13 – TAXES (cont.)

Deferred tax assets and liabilities

Components of deferred tax assets and liabilities were as follows:

	As of June 30,
	2024			2023			2022
Net operating loss carry forwards	$	142,115		$	142,115		$	384,553
Deferred tax assets, gross		142,115			142,115			384,553
Valuation allowance on net operating loss		(142,115	)		(142,115	)		(384,553	)
Deferred tax assets	$	—		$	—		$

As of each reporting date, management considers evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. On the basis of this evaluation, valuation allowance of $142,115 was recorded against the gross deferred tax asset balance as of June 30, 2023. The amount of the deferred tax asset is considered realizable because it is more likely than not that the Company will not generate sufficient future taxable income to utilize this portion of the net operating loss.

The tax payable consisted of the following:

	As of June 30,
	2024		2023		2022
VAT	$	366,720		75,133	$	(24,298	)
Income tax		675,842		250,868		35,490
Other tax		1,796		2,092		410
Tax payable	$	1,044,357	$	328,093	$	11,601

NOTE 14 – CONCENTRATION OF MAJOR CUSTOMERS AND SUPPLIERS

Major Customers

For the fiscal year ended June 30, 2024, no customer contributed over 10% of the revenue of the Company. As of June 30, 2024, Customers A and I accounted for approximately 54% and 17% of the Company’s total trade accounts receivable.

For the fiscal year ended June 30, 2023, Customers M and A accounted for approximately 10% and 10% of the total revenue of the Company, respectively. As of June 30, 2023, Customers N and O accounted for approximately 73% and 18% of the Company’s total trade accounts receivable.

Major Suppliers

For fiscal 2024, Supplier L accounted for approximately 100% of our total purchases. As of June 30, 2024, Supplier P accounted for approximately 100% of the Company’s trade accounts payable.

For fiscal 2023, Supplier L accounted for approximately 96% of our total purchases. As of June 30, 2023, Supplier P accounted for approximately 98% of the Company’s trade accounts payable.

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NOTE 15 – CONTINGENCIES

Contingencies

The Company may be involved in various legal proceedings, claims and other disputes arising from the commercial operations, projects, employees and other matters which, in general, are subject to uncertainties and in which the outcomes are not predictable. The Company determines if an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. Although the outcomes of these legal proceedings cannot be predicted, the Company does not believe these actions, in the aggregate, will have a material adverse impact on its financial position, results of operations or liquidity. As of June 30, 2024, the Company was not aware of any litigation or lawsuit against it.

NOTE 16 – SUBSEQUENT EVENT

On September 20, 2024, the Company issued 4,000,000 units to the public at a price of $3.00 per unit. The gross proceeds of the offering, before deducting underwriting fees and other related expenses, was $12,000,000.

Each unit in such offering included: (1) one Class A Ordinary Share (or one pre-funded warrant to purchase one Class A Ordinary Share), (2) one Series A warrant, and (3) one Series B warrant. The pre-funded warrants may be exercised into Class A Ordinary Shares at the price of $0.0001 per share. For the Series A warrants, after issuance, one warrant can be exercised at $3.00 per Class A Ordinary Share initially, and, on the 16th calendar day after the closing date, each Series A warrant has the option of five Class A Ordinary shares, and the exercise price is adjusted to $0.60. For Series B warrant, the option is four Class A Ordinary shares with an exercise price of $0.0001.

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