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United States securities and exchange commission logo
April 20, 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. 1 to
Draft Registration Statement on Form F-1
Submitted March 30,
2023
CIK No. 0001954594
Dear Zhen Fan:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-1 Submitted
March 30, 2023
Cover Page
1. You disclose that none
of your subsidiaries have made any dividends or distributions to
the Company, and the
Company has not made any dividends or distributions to
shareholders. Please
revise here, and elsewhere as appropriate, to disclose whether there
have been any transfers
or cash flows, including dividends or distributions, by the
Company (i.e., the
holding company) to the subsidiaries. If so, quantify the transfer and
disclose which entity
made such transfer. We also note your disclosure that you rely to a
significant extent on
dividends and other distributions on equity paid by Haoxi Beijing to
Zhen Fan
Haoxi Health Technology Ltd
April 20, 2023
Page 2
fund offshore cash and financing requirements. Please confirm that
despite this reliance,
Haoxi Beijing has not made any dividends or distributions to you to date.
Risks Related to Doing Business in China
The PRC government exerts substantial influence over the manner in which we
conduct our
business activities. The PRC government may also..., page 21
2. We note your response to comment 2, and reissue in part. We acknowledge
your updated
disclosure throughout the registration statement regarding the CSRC
Overseas Listing
Trial Measures and your corresponding obligations. However, we note that
in this risk
factor you still state that you do not require approval from Chinese
authorities to list your
securities on a U.S. exchange. Please clarify this discrepancy.
Consolidated Statements of Cash Flows
Years Ended June 30, 2022 and 2021, page F-6
3. Please reconcile repayments of short-term borrowings of $52,062 for the
year ended June
30, 2022 with subsequent loan repayments of $69,067 on your short-term
borrowings
outstanding at June 30, 2021 as disclosed in Note 9.
General
4. We note your disclosure that you will be subject to the filing
requirements of the Trial
Measures. Please disclose whether the offering is contingent on approval
from the CSRC.
Please also discuss your responsibilities under the Trial Measures and
the current status of
your compliance with the process.
You may 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,
FirstName LastNameZhen Fan
Division of
Corporation Finance
Comapany NameHaoxi Health Technology Ltd
Office of Trade &
Services
April 20, 2023 Page 2
cc: Ying Li
FirstName LastName