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United States securities and exchange commission logo
September 27, 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
Registration Statement on Form F-1
Filed September 19,
2023
File No. 333-274214
Dear Zhen Fan:
We have reviewed your amended registration statement and have the
following
comment. In our comment, we may ask you to provide us with information
so we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our 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 comment, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
August 8, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-1, Filed September
19, 2023
General
1. We note the changes to
your disclosure in the prospectus, including on the prospectus
cover page, Prospectus
Summary and Risk Factor sections relating to legal and
operational risks
associated with PRC laws and regulations. It is unclear to us that there
have been changes in
the regulatory environment in the PRC since your amendment filed
on August 25, 2023 that
warrant revised disclosure. The Sample Letters to China-Based
Companies sought
specific disclosure relating to the risk that the PRC government may
intervene in or
influence your operations at any time, or may exert control over operations
Zhen Fan
Haoxi Health Technology Ltd
September 27, 2023
Page 2
of your business, which could result in a material change in your
operations and/or the
value of the securities you are registering for sale. We remind you that,
pursuant to federal
securities rules, the term control (including the terms
controlling, controlled by, and
under common control with ) as defined in Securities Act Rule 405
means the
possession, direct or indirect, of the power to direct or cause the
direction of the
management and policies of a person, whether through the ownership of
voting securities,
by contract, or otherwise. The Sample Letters also sought specific
disclosures relating to
uncertainties regarding the enforcement of laws and that the rules and
regulations in China
can change quickly with little advance notice. We do not believe that
your revised
disclosure that removes detailed references to the PRC legal system and
the nature of the
PRC government's regulatory oversight, uncertainties surrounding PRC
regulations, and
interventions by the PRC government in your business conveys the same
risks. Please
restore your disclosures to the disclosures as they existed in the
registration statement as
of August 25, 2023.
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
September 27, 2023 Page 2
cc: Ying Li
FirstName LastName