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United States securities and exchange commission logo
March 14, 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
Draft Registration
Statement on Form F-1
Submitted February
15, 2023
CIK No. 0001954594
Dear Zhen Fan:
We have reviewed your 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.
Draft Registration Statement on Form F-1, submitted February 15, 2023
Cover Page
1. We note your disclosure
stating that you are a holding company incorporated in the
Cayman Islands and that
you are subject to certain legal and operational risks. Please also
provide a
cross-reference to your detailed discussion of risks facing the company and the
offering as a result of
this structure.
2. You disclose that as of
the date of the prospectus you have not received any inquiry,
notice, warning or
sanction from the CSRC. Please state, as you do on page 21, that as
Zhen Fan
FirstName LastNameZhen Fan
Haoxi Health Technology Ltd
Comapany
March NameHaoxi Health Technology Ltd
14, 2023
March2 14, 2023 Page 2
Page
FirstName LastName
advised by your PRC counsel, Sino Pro Law Firm, you are not required
to obtain
permission from any PRC governmental authorities to offer securities
to foreign
investors. Please also disclose whether you have received all
requisite permissions and
approvals and whether any permissions or approvals have been denied.
Ensure that your
disclosure addresses the most recent rules adopted by the relevant PRC
authorities. Please
include similar disclosure elsewhere that you discuss permissions and
approvals that you
are required to obtain from PRC authorities to operate your business
and offer the
securities being registered to foreign investors.
3. Where you discuss the control that will be held by Mr. Zhen Fan
following the offering,
please disclose that Mr. Fan will have the ability to control matters
requiring shareholder
approval, including the election of directors, amendment of
organizational documents and
approval of major corporate transactions.
Prospectus Summary, page 1
4. We note your discussion of certain approval or permissions
requirements for offering the
securities being registered to foreign investors. Please revise your
disclosure to discuss
each permission or approval that you or your subsidiaries are required
to obtain from
Chinese authorities to operate your business. State affirmatively
whether you have
received all requisite permissions or approvals and whether any
permissions or approvals
have been denied. Please also describe the consequences to you and
your investors if you
or your subsidiaries: (i) do not receive or maintain such permissions
or approvals, (ii)
inadvertently conclude that such permissions or approvals are not
required, or (iii)
applicable laws, regulations, or interpretations change and you are
required to obtain such
permissions or approvals in the future.
5. We note your disclosure on the cover page providing a description of
how cash is
transferred through your organization. Please also include this
disclosure in an appropriate
place in the Prospectus Summary section. In addition, please add a
cross-reference to the
consolidated financial statements on the cover page and in the
Prospectus Summary.
Prospectus Summary
Overview, page 3
6. Please explain what "conversion rate" represents and how you use this
measure as well as
"click-throughs rate." Define "users" referenced in the definition of
this measure, and
state the number of users and the basis for the number of users. Also,
define "average
daily active users" ("DAUs") and "monthly active users" ("MAUs") as
referenced in the
section Placement of Online Marketing Solutions on page 75 and the
relevance to your
business. Refer to Staff Release 33-10751 on Key Performance
Indicators.
Risk Factors, page 13
7. Please include a risk factor discussing the risk associated with the
investments in creating
"Bidding Compass" failing to result in a satisfactory return. We note,
in particular, the
Zhen Fan
FirstName LastNameZhen Fan
Haoxi Health Technology Ltd
Comapany
March NameHaoxi Health Technology Ltd
14, 2023
March3 14, 2023 Page 3
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FirstName LastName
disclosure on page 72 stating that your operating entity plans to
invest $2 million in
research and development of Bidding Compass and recruiting engineers.
If the operating entity fails to maintain its relationships with its media
partners, its business,
results of operations, financial..., page 30
8. You disclose on page 59 that you are reliant on the ByteDance media
platforms to acquire
user traffic for your advertising customers. However, in this risk
factor you name only two
of ByteDance's platforms and also include Tencent and Sina Weibo.
Please revise to
clarify whether you are materially dependent on ByteDance in
particular so that investors
understand the importance of your relationship with ByteDance. Please
also disclose the
material terms of your agreement(s) with ByteDance, and file such
agreements as exhibits
to the registration statement. In the alternative, please tell us why
you believe you are not
required to file such agreements.
The regulatory environment of the online advertising industry..., page 34
9. You note that your PRC counsel, Sino Pro Law Firm, has confirmed that
you have
obtained all material licenses, permits or approvals required from the
regulatory
authorities in China that are required for your business undertakings.
The disclosure here
should not be qualified by materiality. Please make appropriate
revisions to your
disclosure.
Use of Proceeds, page 53
10. You state in your Use of Proceeds section, on page 53, and that you
plan to use
"approximately 30% for acquiring or investing in technologies,
solutions, or businesses."
Please provide a brief description of the businesses you are seeking
to acquire and, to the
extent you have identified any particular business, information on the
status of the
acquisition. Refer to Item 3.C.3 of Form 20-F and Item 4.a of Form
F-1.
COVID-19 Pandemic's Impact on the Operating Entity's Results of Operations,
page 60
11. We note that your current COVID-19 disclosure, both in this section
and elsewhere in
your registration statement. Please provide any material updates to
your COVID-19
related disclosure to account for any changes to your business as a
result of the lifting of
COVID-19 restrictions in China in December 2022, as we note that your
business appears
to have benefitted from the increase in the use of online services
throughout COVID-19.
Liquidity and Capital Resources, page 62
12. You disclose your principal sources of liquidity have been trade
finance and loans from
related parties. We note the increase in short term loans from banks
in the last two fiscal
years. Please discuss the extent of your future reliance on this
source of liquidity, as
appropriate, including how you expect to repay borrowings. Refer to
Item 5.B of Form
20-F as directed by Item 4.a of Form F-1.
Zhen Fan
FirstName LastNameZhen Fan
Haoxi Health Technology Ltd
Comapany
March NameHaoxi Health Technology Ltd
14, 2023
March4 14, 2023 Page 4
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13. Please explain what "trade finance" represents as a principal source
of your liquidity.
14. Please explain how anticipated cash flows from operations will
contribute to anticipated
working capital requirements and expenditures for the next 12 months
as stated in the first
paragraph hereunder when you also disclose in the following paragraph
you expect
negative cash flows from operations will continue for the foreseeable
future.
Business
Overview, page 69
15. We note that in footnote 1 of your KPI chart on page 69 you state that
a view is counted
when "judged as valid." Please clarify what is meant by being "judged
as valid" and who
decides whether or not a view is valid.
Suppliers
Customers, Sales, and Marketing, page 76
16. To the extent you are substantially dependent on any of the customer
or supplier
agreements discussed in these sections, please file the agreements as
exhibits to the
registration statement. See Item 601(b)(10)(ii) of Regulation S-K.
Management, page 93
17. We note your risk factor on page 35 describing security breaches and
cyber-attack risks.
To the extent cybersecurity risks are material to your business,
please disclose the nature
of the board's role in overseeing your cybersecurity risk management,
including in
connection with the company's third party providers, and the manner in
which the board
administers this oversight function.
Notes to Consolidated Financial Statements, page F-6
18. In view of the risk factor disclosed on page 23 in regard to your
status as a holding
company and reliance to a significant extent on dividends and other
distributions from
your subsidiaries for your cash and financing requirements, please
explain to us your
consideration of Rules 4-08(e), 5-04(c) Schedule I and 12-04 of
Regulation S-X.
Note 2. Going Concern, page F-8
19. It appears your sources of liquidity also include short-term
borrowings from bank loans as
disclosed in Note 9. Also, you state here anticipated cash flows from
operations will
contribute to anticipated working capital requirements and
expenditures for the next 12
months, but you disclose elsewhere you expect negative cash flows from
operations will
continue for the foreseeable future. Please revise your disclosure
here as appropriate to be
consistent with your disclosure elsewhere.
Zhen Fan
FirstName LastNameZhen Fan
Haoxi Health Technology Ltd
Comapany
March NameHaoxi Health Technology Ltd
14, 2023
March5 14, 2023 Page 5
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Note 3. Summary of Significant Accounting Policies
(m) Revenue recognition
Online Marketing Solutions Services, page F-11
20. You state your service contracts of advertising have one single
performance obligation.
Each service you disclose you provide for traffic acquisition, content
production, data
analysis and campaign optimization appear to be distinct in that your
customer can benefit
from each on its own. Accordingly, it appears there is more than one
performance
obligation. Please advise.
21. You disclose you charge advertisers primarily based on a mix of
cost-per-click ("CPC") or
cost-per-time ("CPT"). Please disclose which services are charged
based on CPC or
CPT. Also, disclose how you determine the amount (i) of the
transaction price associated
with each contract under each model and (ii) to recognize for each
click under CPC.
22. You disclose for CPT revenue is recognized over the period of time of
the contract by
reference to the progress towards complete satisfaction of that
performance obligation.
Please disclose what progress is based on and how it is measured.
Also, disclose how the
amount of the transaction price of the performance obligation is
determined.
23. On page 75 you disclose media partners typically issue invoices of
traffic acquisition costs
to you on a monthly basis based on ad performance data and you in turn
issue invoices to
advertisers. Please disclose which of your revenue models of CPC or
CPT pertains to
your invoicing to advertisers and how the transaction price invoiced
is determined.
24. Please disclose if the transaction price for any of your services or
amounts recognized
under CPC or CPT are variable.
(n) Cost of revenue, page F-12
25. Please disclose whether all costs you incur in providing all of your
marketing solutions
are recognized as incurred or on some other basis. If some other
basis, tell us the basis for
your treatment.
26. Please explain what the salaries and benefits for business operation
staff represent. If
these are costs for services you disclose you provide for marketing
solutions such as
content production, data analysis and advertising campaign
optimizations, so describe.
Note 9 - Short-Term Loans, page F-19
27. Amounts of $17,028 and $85,138 with China Construction Bank are
presented as
outstanding at June 30, 2021. However, the disclosed start of the
contract term for each is
after that date. Please correct your presentation as to the year in
which these loans are
outstanding or advise.
28. Please explain to us and consider disclosing as appropriate the
disposition of loans
outstanding at June 30, 2021 (for example, repaid, refinanced, rolled
over, extended,
Zhen Fan
Haoxi Health Technology Ltd
March 14, 2023
Page 6
forgiven, netted against other amounts, settled in some other fashion,
etc.). To the extent
disposition of any of these amounts involved noncash transactions,
refer to the disclosure
guidance for noncash activities in ASC 230-10-50-3 through 6. If
amounts were repaid
with the proceeds of new loans, consider disclosing for the applicable
new loans that the
proceeds were so used. The purpose of all of the preceding is to
provide a clear picture to
investors of changes in amounts you borrow from period to period.
29. To the extent any of your short-term borrowings were repaid in fiscal
2022, please present
the gross sum of the repayments in the financing section of the
statement of cash flows
pursuant to ASC 230-10-45-7. It appears proceeds and repayments may
have been netted
in the current presentation of the statement of cash flows.
General
30. We note disclosure of industry data and market data derived from
various sources. To the
extent you commissioned any of the third party data you cited for use
in the registration
statement, provide the consent of the third party in accordance with
Rule 436.
31. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications. Please contact the staff
member associated
with the review of this filing to discuss how to submit the materials,
if any, to us for our
review.
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.
FirstName LastNameZhen Fan Sincerely,
Comapany NameHaoxi Health Technology Ltd
Division of
Corporation Finance
March 14, 2023 Page 6 Office of Trade
& Services
FirstName LastName