Haoxi Health Navigates China's Regulatory Maze Amidst Share Consolidation

TL;DR

**HAO is a high-risk bet on Chinese healthcare marketing, with a recent share consolidation and new livestreaming venture, but regulatory headwinds could crush it.**

AI Summary

Haoxi Health Technology Ltd. (HAO) reported its fiscal year ended June 30, 2025, operating as an online marketing solution provider in China, primarily for the healthcare industry. The company served 473 advertiser customers in fiscal year 2025, a decrease from 543 in fiscal year 2024, but an increase from 393 in fiscal year 2023. Of these, 414 were healthcare companies in 2025. The company's Class A Ordinary Shares began trading on Nasdaq on January 26, 2024, with an IPO closing on January 30, 2024, raising $11,040,000 gross proceeds from 2,760,000 shares at $4.00 per share. A significant corporate change occurred on January 10, 2025, with a 25-for-1 share consolidation, changing the par value of Class A and Class B Ordinary Shares from $0.0001 to $0.0025. Haoxi Beijing launched livestreaming agency services in April 2025, though it has yet to generate revenue from this new offering. The company faces substantial regulatory risks in China, including uncertainties regarding the PRC Foreign Investment Law and potential future cybersecurity reviews, which could impact its corporate structure and operations.

Why It Matters

Haoxi Health's 20-F filing highlights the ongoing challenges and opportunities for Chinese companies listed in the U.S. The share consolidation on January 10, 2025, could impact per-share metrics and investor perception, while the launch of livestreaming agency services in April 2025 signals a strategic pivot into a competitive, high-growth market. Investors must weigh the potential for growth in online marketing, especially in healthcare, against significant regulatory uncertainties in China, including the evolving PRC Foreign Investment Law and cybersecurity measures. The company's ability to adapt to these regulatory shifts and successfully monetize new services will be crucial for its long-term viability and competitive standing against domestic Chinese marketing firms.

Risk Assessment

Risk Level: high — The risk level is high due to 'Substantial uncertainties exist with respect to the interpretation and implementation of the PRC Foreign Investment Law' and the potential for the 'PRC government to intervene or influence our operations at any time,' which 'could result in a material change in our operations and our Class A Ordinary Shares could decline in value or become worthless.' Additionally, the company faces potential future CSRC filing procedures for subsequent offerings, which 'could significantly limit or completely hinder our ability to offer or continue to offer our Class A Ordinary Shares to investors and could cause the value of our Class A Ordinary Shares to significantly decline or become worthless.'

Analyst Insight

Investors should exercise extreme caution and thoroughly assess the regulatory landscape in China before considering an investment in HAO. Monitor the company's progress in its new livestreaming agency services and any further clarity on PRC foreign investment and cybersecurity laws, as these factors will heavily influence future performance and stock value.

Key Numbers

• $11,040,000 — Total gross proceeds from IPO (Received from IPO and over-allotment option exercise on January 30, 2024, and March 8, 2024)
• 2,760,000 — Total Class A Ordinary Shares sold in IPO (Including 2,400,000 in IPO and 360,000 from over-allotment option)
• $4.00 — IPO price per share (Price at which Class A Ordinary Shares were sold in the IPO)
• 473 — Advertiser customers in FY2025 (Decrease from 543 in FY2024, but increase from 393 in FY2023)
• 414 — Healthcare advertiser customers in FY2025 (Representing the majority of customers served)
• 25:1 — Share consolidation ratio (Effected on January 10, 2025, for Class A and Class B Ordinary Shares)
• $0.0025 — Post-consolidation par value per share (For both Class A and Class B Ordinary Shares after January 10, 2025)
• 2,896,595 — Total ordinary shares outstanding as of June 30, 2025 (Including 2,205,795 Class A and 690,800 Class B ordinary shares)

Key Players & Entities

• Haoxi Health Technology Ltd. (company) — Registrant and holding company
• Haoxi Beijing (company) — Wholly owned indirect PRC subsidiary and operating entity
• Zhen Fan (person) — Chief Executive Officer
• SEC (regulator) — U.S. Securities and Exchange Commission
• CSRC (regulator) — China Securities Regulatory Commission
• CAC (regulator) — Cyberspace Administration of China
• Nasdaq Capital Market (company) — Stock exchange where HAO Class A Ordinary Shares trade
• Sino Pro Law Firm (company) — PRC counsel for Haoxi Health Technology Ltd.

FAQ

Risk Factors

• Uncertainty of PRC Foreign Investment Law [high — regulatory]: The company operates in China, a jurisdiction with evolving foreign investment regulations. The PRC Foreign Investment Law, effective January 1, 2020, and its implementing regulations, may impact the company's corporate structure and its ability to conduct business, particularly in the healthcare sector. Future interpretations or amendments could create new compliance burdens or operational restrictions.
• Cybersecurity Review Risks [medium — regulatory]: The company is subject to potential cybersecurity reviews by PRC authorities. Such reviews, as outlined in regulations like the Cybersecurity Review Measures, could lead to operational disruptions, data access limitations, or even suspension of services if non-compliance is found. This risk is heightened given the sensitive nature of data handled in the healthcare industry.
• Customer Concentration and Decline [medium — operational]: The company experienced a decrease in total advertiser customers from 543 in FY2024 to 473 in FY2025. While healthcare customers remain a significant portion (414 in FY2025), this overall decline suggests potential challenges in customer acquisition or retention, impacting revenue stability.
• Exchange Rate Fluctuations [low — financial]: Consolidated financial statements are presented in U.S. dollars, but operations are conducted in RMB. Fluctuations in the RMB to U.S. dollar exchange rate can affect the reported value of assets and liabilities, as well as the company's financial performance when translated.

Industry Context

Haoxi Health Technology operates in China's online marketing solutions sector, with a specific focus on the healthcare industry. This sector is characterized by rapid digital adoption but also faces increasing regulatory scrutiny. The competitive landscape likely includes both domestic and international players vying for advertising budgets from healthcare providers and pharmaceutical companies.

Regulatory Implications

The company faces significant regulatory risks in China, including potential impacts from the PRC Foreign Investment Law and cybersecurity reviews. These regulations could affect its corporate structure, operational capabilities, and data handling practices, requiring ongoing compliance efforts and risk mitigation.

What Investors Should Do

1. Monitor customer acquisition and retention trends.
2. Track the revenue generation from new livestreaming services.
3. Assess the impact of Chinese regulatory changes.

Key Dates

• 2024-01-26: Class A Ordinary Shares began trading on Nasdaq — Marks the company's debut on a major U.S. stock exchange, increasing visibility and access to capital markets.
• 2024-01-30: Initial Public Offering (IPO) closed — Raised $11,040,000 in gross proceeds, providing capital for operations and growth.
• 2024-03-08: Underwriter exercised over-allotment option — Resulted in the sale of an additional 360,000 shares, further increasing capital raised by $1,440,000.
• 2025-01-10: 25-for-1 share consolidation effected — Adjusted the number of outstanding shares and increased the par value per share, potentially impacting share price perception and trading dynamics.
• 2025-04-01: Launched livestreaming agency services — Represents a new business initiative aimed at diversifying revenue streams, though it has not yet generated revenue.

Glossary

Class A Ordinary Shares

Shares of common stock with one vote per share, traded on Nasdaq. (These are the shares sold in the IPO and represent a significant portion of the company's equity structure.)

Class B Ordinary Shares

Shares of common stock with ten votes per share, not publicly traded. (These shares are held by insiders and provide them with disproportionate voting control.)

Share Consolidation

A corporate action where a company reduces the number of its outstanding shares by combining them into fewer, proportionally more valuable shares. (The 25-for-1 consolidation on January 10, 2025, significantly altered the share count and par value.)

WFOE (Wholly Foreign-Owned Enterprise)

A type of company in China wholly owned by foreign investors, allowing for direct foreign control over operations. (This structure is crucial for Haoxi's operations in China, enabling its business activities within the PRC.)

IPO (Initial Public Offering)

The first time a private company offers its shares to the public, typically on a stock exchange. (The IPO on January 30, 2024, was a key event for Haoxi, providing capital and public market access.)

Year-Over-Year Comparison

The company's IPO occurred in January 2024, so a direct year-over-year comparison of financial statements from a prior 20-F filing is not yet possible. However, the reported customer numbers show a decrease in total advertiser customers from 543 in FY2024 to 473 in FY2025, indicating a potential challenge in customer base expansion. A significant corporate event was the 25-for-1 share consolidation in January 2025, which impacts share count and per-share metrics. New risks related to the PRC Foreign Investment Law and cybersecurity reviews have been highlighted.

Key Financial Figures

• $0.0025 — d Class A Ordinary Shares, par value US$0.0025 per share HAO The Nasdaq Stock Market
• $0.0001 — 10, 2025, each share had a par value of $0.0001; following the above share consolidatio
• $ — Exchange Commission; "U.S. dollars," "$," and "dollars" are to the legal curren
• $4.00 — 0 Class A Ordinary Shares at a price of $4.00 per share. On March 8, 2024, the underw
• $11,040,000 — ercise of the over-allotment option, is $11,040,000. On January 10, 2025, as approved at t
• $1,000,000 — rized share capital of the Company of US$1,000,000 is divided into (i) 300,000,000 Class A
• $1.00 — he end of the year - RMB RMB7.1586 to $1.00 RMB7.1268 to $1.00 RMB7.2258 to $1.

Filing Documents

• ea0261580-20f_haoxi.htm (20-F) — 1709KB
• ea026158001ex1-1_haoxi.htm (EX-1.1) — 705KB
• ea026158001ex2-5_haoxi.htm (EX-2.5) — 106KB
• ea026158001ex12-1_haoxi.htm (EX-12.1) — 7KB
• ea026158001ex12-2_haoxi.htm (EX-12.2) — 7KB
• ea026158001ex13-1_haoxi.htm (EX-13.1) — 3KB
• ea026158001ex13-2_haoxi.htm (EX-13.2) — 3KB
• ea026158001ex15-1_haoxi.htm (EX-15.1) — 4KB
• ea026158001ex15-2_haoxi.htm (EX-15.2) — 3KB
• image_001.jpg (GRAPHIC) — 18KB
• image_002.jpg (GRAPHIC) — 65KB
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• image_017.jpg (GRAPHIC) — 19KB
• fin_001.jpg (GRAPHIC) — 46KB
• fin_002.jpg (GRAPHIC) — 20KB
• ex1-1_001.jpg (GRAPHIC) — 4KB
• ex15-1_001.jpg (GRAPHIC) — 16KB
• ex15-2_001.jpg (GRAPHIC) — 7KB
• ex15-2_002.jpg (GRAPHIC) — 10KB
• 0001213900-25-100369.txt ( ) — 9591KB
• hao-20250630.xsd (EX-101.SCH) — 68KB
• hao-20250630_cal.xml (EX-101.CAL) — 53KB
• hao-20250630_def.xml (EX-101.DEF) — 304KB
• hao-20250630_lab.xml (EX-101.LAB) — 551KB
• hao-20250630_pre.xml (EX-101.PRE) — 320KB
• ea0261580-20f_haoxi_htm.xml (XML) — 741KB

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 101 ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 102 PART II 103 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 103 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 103 ITEM 15.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 103 ITEM 16. [RESERVED] 105 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 105 ITEM 16B. CODE OF ETHICS 105 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 105 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 105 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 105 ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 105 ITEM 16G. CORPORATE GOVERNANCE 106 ITEM 16H. MINE SAFETY DISCLOSURE 106 ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSEPCTIONS 106 ITEM 16J. INSIDER TRADING POLICIES 106 ITEM 16K. CYBERSECURITY 106 PART III 107 ITEM 17.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 107 ITEM 18.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 107 ITEM 19. EXHIBITS 107 i INTRODUCTION In this annual report on Form 20-F, unless the context otherwise requires, references to: "China" or the "PRC" are to the PRC; "Class A Ordinary Shares" are to Class A ordinary shares of Haoxi Cayman (as defined below); prior to share consolidation on January 10, 2025, each share had a par value of $0.0001; following the above share consolidation, each share has a par value of $0.0025. Each Class A Ordinary Share is entitled to one vote; "Class B Ordinary Shares" are to Class B ordinary shares of Haoxi Cayman (as defined below); pre-Consolidation, each share had a par value of $0.0001; post-Consolidation, each share has a par value of $0.0025. Each Class B Ordinary Share is entitled to 10 votes; "Haoxi Beijing" or "the operating entity" are to Beijing Haoxi Digital Technology Co., Ltd., a limited liability company organized under PRC laws and regulations, which company is wholly owned by WFOE (as defined below); "Haoxi HK" are to Haoxi Information Limited, a Hong Kong corporation and wholly owned subsidiary of Haoxi Cayman (as defined below); "Renminbi" or "RMB" are to the legal currency of China; "SEC" are to the U.S. Securities and Exchange Commission; "U.S. dollars," "$," and "dollars" are to the legal currency of the U.S.; "we," "us," "our," "Haoxi Cayman," "our Company," and the "Company" are to Haoxi Health Technology Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands; and "WFOE" are to Beijing Haoxi Health Technology Co., Limited, a limited liability company organized under the laws and regulations of China, which company is wholly owned by Haoxi HK. Haoxi Cayman is a Cayman Islands holding company. Our business is conducted by our subsidiary, Haoxi Beijing, in China using RMB. Our consolidated financial statements are presented in U.S. dollars. In this annual report, we refer to assets, obligations, commitments, and liabi

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not Applicable.

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not Applicable.

KEY INFORMATION

ITEM 3. KEY INFORMATION We are a holding company incorporated in the Cayman Islands with no material operations of our own and are not a Chinese operating company. Our operations are conducted in China through our wholly owned indirect PRC subsidiary, Haoxi Beijing, or the operating entity. The operating entity is an online marketing solution provider in China, with an advertiser client base mainly in the healthcare industry. The growth of the operating entity in recent years has benefited from the quick increase of news feed ads, its major form of ad placement, in the industry of online marketing in China. In addition, the healthcare industry in China has developed rapidly because of the growth of average income and the aging population, which provides a conducive environment for the development of the operating entity's business. The operating entity has a management team with several years of experience in marketing for healthcare companies. Its own data analysis software, "Bidding Compass," has helped it obtain ad placement data. Moreover, it has developed a stable placement with mainstream online advertising platforms in China and has been working closely with them since its establishment in 2018. We generate our revenue through the operating entity by providing one-stop online marketing solutions, in particular online short video marketing solutions, to advertisers through the operating entity's media partners. The operating entity provides customized marketing solutions by planning, producing, placing, and optimizing online ads, especially online short video ads, to help its advertisers acquire, convert, and retain ultimate consumers on various online media platforms. The operating entity has served approximately 2,000 advertisers since its incorporation in 2018, the majority of which are healthcare companies. During the fiscal years ended June 30, 2025, 2024, and 2023, it served 473, 543, and 393 advertiser customers, respectively, of which 414, 471, and

View Full Filing

View this 20-F filing on SEC EDGAR