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United States securities and exchange commission logo
November 15, 2023
Zhen Fan
Chief Executive Officer
Haoxi Health Technology Ltd
Room 801, Tower C, Floor 8
Building 103
Huizhongli, Chaoyang District
Beijing, China
Re: Haoxi Health
Technology Ltd
Amendment No. 2 to
Registration Statement on Form F-1
Filed October 24,
2023
File No. 333-274214
Dear Zhen Fan:
We have reviewed your amended registration statement and have the
following
comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Unless we note otherwise,
any references to prior comments are to comments in our September 27,
2023 letter.
Amendment No. 2 to Registration Statement on Form F-1, Filed October 24,
2023
Risk Factors
Risks Related to Doing Business in China
There are uncertainties regarding the interpretation and enforcement of
PRC laws..., page 20
1. We note your response
to comment 1 and reissue in part. Please restore the language in
this risk factor to the
version contained in the registration statement dated August 25,
2023. We do not believe
that your revised disclosure conveys the significant discretion in
enforcement of laws,
rules and regulations, and that enforcement can be inconsistent and
unpredictable.
Zhen Fan
FirstName LastNameZhen Fan
Haoxi Health Technology Ltd
Comapany 15,
November NameHaoxi
2023 Health Technology Ltd
November
Page 2 15, 2023 Page 2
FirstName LastName
The PRC government exerts substantial influence over..., page 22
2. We note your response to comment 1 and reissue in part. Please restore
the language in
this risk factor to the version contained in the registration
statement dated August 25,
2023. We do not believe that your revised disclosure conveys the
substantial control the
Chinese government exercises over the Chinese economy or that future
actions could have
a significant economic infect on economic conditions in China or
require you to divest
yourselves of interests held in your operations in China.
PRC regulations regarding acquisitions impose significant regulatory approval
and review
requirements, which could make it more..., page 27
3. We note your response to comment 1 and reissue in part. Please restore
the language
found in the final paragraph of this risk factor to the version
contained in the registration
statement dated August 25, 2023. We do not believe that your revised
disclosure that
removes detailed references to the regulatory oversight of SAMR and
MOFCOM conveys
the same risks.
Recent joint statement by the SEC and the PCAOB, rule changes by Nasdaq, and
the HFCA Act
all call for additional and more stringent..., page 33
4. We note your response to comment 1 and reissue in part. We note the
new disclosure in
this risk factor, particularly in the first and last paragraphs of
this risk factor on page 34,
please restore the language to the version contained in the
registration statement dated
August 25, 2023. We do not believe that your revised disclosure, that
no longer states that
the PCAOB was not given access to inspections in China, and the
removal of the distinct
risk of the PCAOB being obstructed, conveys the same risk. Please also
make
corresponding changes to the PCAOB related disclosure on the cover
page.
Limitations on the availability of data and the operating entity's ability to
analyze such data could
affect its optimization capability..., page 40
5. We note your response to comment 1 and reissue in part. We note the
change in this risk
factor heading from "significantly restrict" to "affect." Please
restore this risk factor
heading to the previous version found in the registration statement
dated August 25, 2023.
Since you risk factor contemplates that government authorities could
prohibit or limit the
collection of data, the previous risk factor heading better reflects
the content of the risk
factor.
Capitalization, page 63
6. Please explain to us why you have not included loans outstanding in
the table pursuant to
Item 3.B of Form 20-F as directed by Item 4.a of Form F-1, or revise
as appropriate.
7. Please explain to us and disclose how the balance of deferred listing
costs at June 30, 2023
is reflected in the "As adjusted" column.
Zhen Fan
Haoxi Health Technology Ltd
November 15, 2023
Page 3
Dilution, page 64
8. Please explain to us and disclose how the balance of deferred listing
costs at June 30, 2023
is reflected in adjusted net tangible book value at June 30, 2023.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 69
9. We note the significant increase in supplier advances at June 30, 2023
from June 30,
2022. If this is a known contractual obligation or material cash
requirement, please expand
your discussion to clearly explain the use of advances to suppliers.
Refer to Item 5.B and
Item 5.B.3 of Form 20-F as referenced from Item 4.a of Form F-1.
Consolidated Financial Statements for the Years Ended June 30, 2023 and 2022
Consolidated Statements of Cash Flows, page F-6
10. Please reconcile for us the amounts presented here for changes in
balance sheet line
items with the change in the corresponding line item presented in the
consolidated balance
sheets. For example (but not limited to), the amount presented here
for the change in
"Advance payment" is $2,473,178 but the change on the balance sheet in
"Supplier
advances" is $2,373,648, and the amount presented here for the change
in "Accounts
payable" is $1,201,034 but the change on the balance sheet in
"Accounts payable" is
$1,244,298.
Notes to Consolidated Financial Statements
Note 4. Advances to Suppliers, net, page F-16
11. Here you refer to "Advances to Suppliers, net," the balance sheet refers
to "Supplier
advances," the operating activities section of the cash flow statement
refers to "Advance
payment," note 2(f) refers to "Prepayment to suppliers, net" and page 70
refers to
"advance payments to media platforms." If all of these descriptions
refer to the same
activity, please revise to use one description consistently and what it
is net of. If they refer
to differing activities, disclose how they are distinquished and your
accounting for each.
Also revise to disclose here and elsewhere as appropriate the specific
nature of this/these
activity/activities. Along with your revised disclosure, explain to us
and disclose as
appropriate how payments represented here relate to your references to
"traffic acquisition
FirstName LastNameZhen Fan
from top online media platforms" and "prepayments for future traffic
acquisition" referred
Comapany NameHaoxi
to elsewhere Health
in the filingTechnology
(e.g., pages Ltd
74, 83 and F-10) and what
traffic acquisition in this
context represents.
November 15, 2023 Page 3
FirstName LastName
Zhen Fan
FirstName LastNameZhen Fan
Haoxi Health Technology Ltd
Comapany 15,
November NameHaoxi
2023 Health Technology Ltd
November
Page 4 15, 2023 Page 4
FirstName LastName
Please contact Robert Shapiro at 202-551-3273 or Doug Jones at
202-551-3309 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Nicholas Nalbantian at 202-551-7470 or Erin Jaskot at 202-551-3442 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Trade &
Services
cc: Ying Li