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United States securities and exchange commission logo
August 8, 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. 3 to
Draft Registration Statement on Form F-1
Submitted July 28,
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. 3 to Draft Registration Statement on Form F-1 Submitted
July 28, 2023
Cover Page
1. We note your response
to comment 1 and reissue. You disclose in your registration
statement that none of
your subsidiaries have made, and you do not anticipate any, cash
dividends to be paid in
the foreseeable future. However, you also disclose on pages 5 and
29 that you "rely to a
significant extent on dividends and other distributions on equity paid
by our Haoxi Beijing"
to fund the Company. Please clarify your disclosure to explain the
inconsistency of how
you have not received, and have no plans to receive, any dividends
from your subsidiaries,
while you also rely on these dividends to fund your enterprise.
Zhen Fan
Haoxi Health Technology Ltd
August 8, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
For Six Months Ended December 31, 2021 and 2022
Revenue, page 68
2. We note your revised disclosures in response to comment 2 that added the
change in the
number of customers. It is not clear how this contributes to the increase
in the average
revenue per advertiser for the interim and annual periods. Please
explain. Also, disclose
as appropriate the extent the increase in the average revenue per
advertiser for these
periods relative to the corresponding prior year periods is attributable
to the impact of
changes in price or volume/amount of services sold, introduction of new
services or other
factors. If a factor is the mix of clients for which prices vary due to
the nature of clients
served and/or services provided, disclose this and its extent, and
describe how prices vary
by the nature of clients served and services provided. Further, clarify
how your stated
relationship with Ocean Engine and ByteDance impacted your average
revenue per
advertiser.
3. We note your response to comment 3. However, it is not clear why you have
a decrease
in the number of customers from 242 at June 30, 2022 to 183 at December
31, 2023 when
you disclose on pages 10, 43 and 67 more people have opted to use various
online services
since the beginning of the COVID-19 pandemic. Please clarify this in your
disclosure and
disclose the reason for the decrease between these points in time.
Additionally, explain to
us why the number of customers at June 30, 2022 is not comparable to the
number of
customers at December 31, 2022 as stated in your response. You also state
in your
response the decline in average revenue per customer during the six
months ended
December 31, 2022 compared to that for each of the preceding annual
periods is mainly
due to lower average customer expenditure during the second half 2022, as
the economy
slowed down during the pandemic. It appears you should disclose this, and
in doing so
clarify the time period represented by "during the pandemic" as it
appears all of your
reported periods have been impacted by COVID-19.
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
August 8, 2023 Page 2
cc: Ying Li
FirstName LastName