1、2023/2/14https:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htmhttps:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htm1/266F-1 1 ea172565-f1_haoxinhold.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange C

2、ommission on February 10,2023Registration No.UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington,DC 20549 FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Haoxin Holdings Limited(Exact name of registrant as specified in its charter)Cayman Islands 4210 Not Applicable(State or

3、other jurisdiction of incorporation or organization)(Primary Standard Industrial Classification Code Number)(IRS.Employer Identification Number)Room 329-1,329-2,No.1 Xingye Yi RoadNingbo Free Trade ZoneNingbo,Zhejiang Province 315807Peoples Republic of China+86 (Address,including zip cod

4、e,and telephone number,including area code,of registrants principal executive offices)Cogency Global Inc.122 East 42nd Street,18th FloorNew York,NY 10168(212)947-7200(Name,address,including zip code,and telephone number,including area code,of agent for service)With a Copy to:William S.Rosenstadt,Esq

5、.Mengyi“Jason”Ye,Esq.Ortoli Rosenstadt LLP 366 Madison Avenue,3rd Floor New York,NY 10017 212-588-0022 Spencer G.Feldman,Esq.Kenneth A.Schlesinger,Esq.Olshan Frome Wolosky LLP1325 Avenue of the Americas,15th FloorNew York,New York 10019Tel:(212)451-2300 Approximate date of commencement of proposed s

6、ale to the public:Promptly after the effective date of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933check the following box.If this Form is filed to register

7、additional securities for an offering pursuant to Rule 462(b)under the Securities Act,please check the following box and listthe Securities Act registration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuan

8、t to Rule 462(c)under the Securities Act,check the following box and list the Securities Actregistration statement number of the earlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule 462(d)under the Securities Act,check the f

9、ollowing box and list the Securities Actregistration statement number of the earlier effective registration statement for the same offering.Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 Emerging growth company If an e

10、merging growth company that prepares its financial statements in accordance with US GAAP,indicate by check mark if the registrant has elected notto use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)of theSec

11、urities Act.The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards Board to its AccountingStandards Codification after April 5,2012.The registrant hereby amends this registration statement on such date or dates as may be necessary to d

12、elay its effective date until the registrantshall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section8(a)of the Securities Act of 1933 or until the registration statement shall become effective on such date

13、as the Commission,acting pursuant to saidSection 8(a),may determine.2023/2/14https:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htmhttps:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htm2/266 2023/2/14https:/www.sec.gov/Archi

14、ves/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htmhttps:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htm3/266 The information in this preliminary prospectus is not complete and may be changed.We may not sell the securities until the registratio

15、n statement filedwith the Securities and Exchange Commission is effective.This preliminary prospectus is not an offer to sell these securities,and we are not soliciting anyoffer to buy these securities in any jurisdiction where such offer or sale is not permitted.SUBJECT TO COMPLETIONPRELIMINARY PRO

16、SPECTUS DATED FEBRUARY 10,2023 3,000,000 Class A Ordinary Shares Haoxin Holdings Limited This is the initial public offering of our Class A ordinary shares of Haoxin Holdings Limited,a Cayman Islands exempted company,and we are offeringClass A ordinary shares,par value$0.0001 per share.The offering

17、price of our ordinary shares in this offering will be between$4 and$6 per share.Prior tothis offering,there has been no public market for our ordinary shares.We plan to list our Class A ordinary shares on the Nasdaq Capital Market,or Nasdaq,under the symbol“HXHX”Nasdaq might not approve suchapplicat

18、ion,and if our application is not approved,this offering cannot be completed.Our issued and outstanding share capital is a dual class structure consisting of Class A ordinary shares and Class B ordinary shares.Holders of Class Aordinary shares and Class B ordinary shares vote together as one class o

19、n all matters submitted to a vote by the shareholders at any general meeting of theCompany and have the same rights except each Class A Ordinary Share is entitled to one(1)vote and each Class B ordinary share is entitled to twenty(20)votes.Also,each Class B ordinary share is convertible into one(1)C

20、lass A ordinary share at any time at the option of the holder thereof but Class Aordinary shares are not convertible into Class B ordinary shares.Investing in our Class A ordinary shares involves a high degree of risk.Before buying any Class A ordinary shares,you should carefully read thediscussion

21、of material risks of investing in our Class A ordinary shares in“Risk Factors”beginning on page 23 of this prospectus.Throughout this prospectus,unless the context indicates otherwise,references to“Haoxin Cayman”refer to Haoxin Holdings Limited,a Cayman Islandsholding company.References to“we,”“us,”

22、the“Company,”or“our company”refer to Haoxin Cayman and its subsidiaries.References to“PRCsubsidiaries”refer to Haoxin Caymans subsidiaries established under the laws of the Peoples Republic of China,or the PRC or China.Haoxin Holdings Limited,or Haoxin Cayman,is a holding company incorporated in Cay

23、man Islands.As a holding company with no materialoperations,Haoxin Cayman conducts a substantial majority of its operations through its subsidiaries established in the PRC.Investors in ourordinary shares should be aware that they will not and may never directly hold equity interests in the PRC opera

24、ting entities,but rather purchasingequity solely in Haoxin Cayman,our Cayman Islands holding company.Haoxin Holdings Limited controls and receives the economic benefits of itsPRC subsidiaries business operation,if any,through equity ownership.We do not use a Variable Interest Entity(“VIE”)structure.

25、Furthermore,shareholders may face difficulties enforcing their legal rights under United States securities laws against us or our directors and officers who arelocated outside of the United States.See“Risk Factors Risks Related to Doing Business in China Uncertainties in the interpretation andenforc

26、ement of Chinese laws and regulations could limit the legal protections available to us”on page 35 and“Risk Factors Risks Related to OurBusiness and Industry You may have difficulty in effecting service of legal process,enforcing judgments or bringing actions in China against us orour directors and

27、officers named in the prospectus based on foreign laws”and“Risk Factors Risks Related to Our Business and Industry Youmay incur additional costs and procedural obstacles in effecting service of legal process,enforcing foreign judgments or bringing actions in HongKong against us or our directors and

28、officers named in this prospectus based on Hong Kong laws”on page 50.2023/2/14https:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htmhttps:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htm4/266 Because our operations are prima

29、rily located in the PRC through our subsidiaries,we are subject to certain legal and operational risks associatedwith our operations in China,including changes in the legal,political and economic policies of the Chinese government,the relations between Chinaand the United States,or Chinese or United

30、 States regulations may materially and adversely affect our business,financial condition and results ofoperations.PRC laws and regulations governing our current business operations are sometimes vague and uncertain,and therefore,these risks mayresult in a material change in our operations and the va

31、lue of our ordinary shares,or could significantly limit or completely hinder our ability tooffer or continue to offer our securities to investors and cause the value of such securities to significantly decline or be worthless.Recently,the PRCgovernment initiated a series of regulatory actions and st

32、atements to regulate business operations in China with little advance notice,includingcracking down on illegal activities in the securities market,enhancing supervision over China-based companies listed overseas using a variableinterest entity structure,adopting new measures to extend the scope of c

33、ybersecurity reviews,and expanding the efforts in anti-monopolyenforcement.As confirmed by our PRC counsel,PacGate Law Group,we will not be subject to cybersecurity review with the CyberspaceAdministration of China,or the“CAC,”after the Cybersecurity Review Measures became effective on February 15,2

34、022,since we are not anonline platform operator or a critical information infrastructure operator(as defined in the Cybersecurity Review Measures)carrying out dataprocessing activities that affect or may affect national security,and currently do not have over one million users personal information a

35、nd do notanticipate that we will be collecting over one million users personal information in the foreseeable future,which we understand might otherwisesubject us to the Cybersecurity Review Measures;we are also not subject to network data security review by the CAC if the Draft Regulations onthe Ne

36、twork Data Security Administration are enacted as proposed,since we currently do not have over one million users personal information anddo not collect data that affects or may affect national security and we do not anticipate that we will be collecting over one million users personalinformation or

37、data that affects or may affect national security in the foreseeable future,which we understand might otherwise subject us to theSecurity Administration Draft.See“Risk Factors Risks Related to Doing Business in China The Chinese government exerts substantialinfluence over,and may intervene at any ti

38、me in,the manner in which we must conduct our business activities.We are currently not required toobtain approval from Chinese authorities to list on U.S exchanges,however,if our subsidiaries or the holding company were required to obtainapproval in the future and were denied permission from Chinese

39、 authorities to list on U.S.exchanges,we will not be able to continue listing on U.S.exchange,which would materially affect the interest of the investors”on page 23.According to PacGate Law Group,no relevant laws or regulationsin the PRC explicitly require us to seek approval from the China Securiti

40、es Regulatory Commission for our overseas listing plan.As of the date ofthis prospectus,we and our PRC subsidiaries have not received any inquiry,notice,warning,or sanctions regarding our planned overseas listingfrom the China Securities Regulatory Commission or any other PRC governmental authoritie

41、s.However,since these statements and regulatoryactions by the PRC government are newly published and official guidance and related implementation rules have not been issued,it is highlyuncertain how soon legislative or administrative regulation making bodies will respond and what existing or new law

42、s or regulations or detailedimplementations and interpretations will be modified or promulgated,if any,and the potential impact such modified or new laws and regulationswill have on our daily business operation,the ability to accept foreign investments and list on a U.S.or other foreign exchange.The

43、 StandingCommittee of the National Peoples Congress,or the SCNPC,or other PRC regulatory authorities may in the future promulgate laws,regulations orimplementing rules that requires our company or any of our subsidiaries to obtain regulatory approval from Chinese authorities before offering inthe U.

44、S.In other words,although the Company is currently not required to obtain permission from any of the PRC central or local government toobtain such permission and has not received any denial to list on the U.S.exchange,our operations could be adversely affected,directly orindirectly;our ability to of

45、fer,or continue to offer,securities to investors would be potentially hindered and the value of our securities mightsignificantly decline or be worthless,by existing or future laws and regulations relating to its business or industry or by intervene or interruption byPRC governmental authorities,if

46、we or our subsidiaries(i)do not receive or maintain such permissions or approvals,(ii)inadvertently concludethat such permissions or approvals are not required,(iii)applicable laws,regulations,or interpretations change and we are required to obtain suchpermissions or approvals in the future,or(iv)an

47、y intervention or interruption by PRC governmental with little advance notice.2023/2/14https:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htmhttps:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htm5/266 Our Hong Kong subsidiar

48、y,Haoxin HK,is a holding company and currently does not conduct and is not expected to conduct in the future anybusiness.Hong Kong is currently a separate jurisdiction from mainland China.Pursuant to the Basic Law of the Hong Kong Special AdministrativeRegion,or the“Basic Law,”which is a national la

49、w of the PRC and the constitutional document for Hong Kong,national laws and regulations ofthe PRC shall not apply to Hong Kong except for those listed in Annex III of the Basic Law(which is limited to laws relating to defense and foreignaffairs,as well as other matters outside the autonomy of Hong

50、Kong).Although,we do not believe there will be material effects on our Hong Kongsubsidiary resulting from the legal and operational risks relating to the PRC regulations,all the operational risks associated with being based in andhaving operations in mainland China as discussed in relevant risk fact

51、or sections also apply to operations in Hong Kong,to the extent applicable,and the legal risks associated with being based in and having operations in China could also apply to a companys operations in Hong Kong,if thelaws applicable to China become applicable to entities and business in Hong Kong i

52、n the future.There is no assurance that(1)the Basic Law willnot be further amended to apply more PRC laws and regulations in Hong Kong,or(2)the PRC and/or Hong Kong government will not take otheractions to promote the integration of Hong Kong legal system into the PRC legal system.Our Hong Kong subs

53、idiary could be subject to moreinfluence and/or control of the PRC government or even direct oversight or intervention thereof if the Hong Kong legal system becomes moreintegrated into the PRC legal system.As such,there remains regulatory uncertainty with respect to the implementation and interpreta

54、tion of laws inChina.We are subject to the risks of uncertainty about any future actions the Chinese government or authorities in Hong Kong may take in thisregard and the PRC government may exert its significant authority to intervene or influence our Hong Kong subsidiary at any time,which couldresu

55、lt in a material adverse change to our business,prospects,financial condition,results of operations,and the value of our securities.The audit report for the years ended December 31,2021 and 2020 included in this prospectus was issued by Friedman LLP,or Friedman(ourformer auditor),a U.S.-based accoun

56、ting firm that is registered with the Public Company Accounting Oversight Board,or the PCAOB,andMarcum Asia CPAs LLP(formerly known as Marcum Bernstein&Pinchuk LLP),or Marcum Asia(our current auditor),a U.S.-based accountingfirm that is registered with the PCAOB,can both be inspected by the PCAOB,wh

57、ich historically adopts rule implementing the Holding ForeignCompanies Accountable Act,or HFCAA.Therefore,the company is subject to regulations under the HCFAA.Pursuant to the HFCAA,if thePCAOB,is unable to inspect an issuers auditors for three consecutive years,the issuers securities are prohibited

58、 to trade on a U.S.stock exchange.The PCAOB issued a Determination Report on December 16,2021 which found that the PCAOB is unable to inspect or investigate completelyregistered public accounting firms headquartered in:(1)mainland China of the Peoples Republic of China because of a position taken by

59、 one ormore authorities in mainland China;and(2)Hong Kong,a Special Administrative Region and dependency of the PRC,because of a position takenby one or more authorities in Hong Kong.Furthermore,the PCAOBs report identified the specific registered public accounting firms which aresubject to these de

60、terminations.On June 22,2021,United States Senate has passed the Accelerating Holding Foreign Companies Accountable Act,which was signed into law on December 29,2022,amending the HFCAA and requiring the SEC to prohibit an issuers securities from trading onany U.S.stock exchange if its auditor is not

61、 subject to PCAOB inspections for two consecutive years instead of three consecutive years.As of thedate of the prospectus,Friedman and Marcum Asia are not subject to the determinations as to inability to inspect or investigate completely asannounced by the PCAOB on December 16,2021.Friedman and Mar

62、cum Asia are based in the U.S.and are registered with PCAOB and subject toPCAOB inspection.Therefore,the Company is not currently affected by the HFCAA and related regulations.However,recently developments withrespect to audits of China-based companies,create uncertainty about the ability of Friedma

63、n and Marcum Asia to fully cooperate with thePCAOBs request for audit workpapers without the approval of the Chinese authorities.In the event it is later determined that the PCAOB isunable to inspect or investigate completely the Companys auditor because of a position taken by an authority in a fore

64、ign jurisdiction,then suchlack of inspection could cause trading in the Companys securities to be prohibited under the HFCAA,and ultimately result in a determination by asecurities exchange to delist the Companys securities.On August 26,2022,the PCAOB announced that it had signed a Statement of Prot

65、ocol(the“Protocol”)with the China Securities Regulatory Commission and the Ministry of Finance of China.The Protocol,together with two protocolagreements governing inspections and investigations(together,the“Protocol Agreement”),establishes a specific,accountable framework to makepossible complete i

66、nspections and investigations by the PCAOB of audit firms based in mainland China and Hong Kong,as required under U.S.law.On December 15,2022,the PCAOB announced that it was able to secure complete access to inspect and investigate PCAOB-registered publicaccounting firms headquartered in mainland Ch

67、ina and Hong Kong completely in 2022.The PCAOB Board vacated its previous 2021determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainlandChina and Hong Kong.However,whether the PCAOB will continue to be able to satisfacto

68、rily conduct inspections of PCAOB-registered publicaccounting firms headquartered in mainland China and Hong Kong is subject to uncertainties and depends on a number of factors out of our andour auditors control.The PCAOB continues to demand complete access in mainland China and Hong Kong moving for

69、ward and is making plans toresume regular inspections in early 2023 and beyond,as well as to continue pursuing ongoing investigations and initiate new investigations asneeded.The PCAOB has also indicated that it will act immediately to consider the need to issue new determinations with the HFCAA if

70、needed.See“Risk Factors Risks Related to Doing Business in China The recent joint statement by the SEC and PCAOB,proposed rule changes submittedby Nasdaq,and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emergingmarket companies up

71、on assessing the qualification of their auditors,especially the non-U.S.auditors who are not inspected by the PCAOB.Thesedevelopments could add uncertainties to our offering”on page 34.2023/2/14https:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htmhttps:/www.sec

72、.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htm6/266 The structure of cash flows within our organization,see“Summary of Financial Position and Cash Flows of Haoxin Cayman and its Subsidiaries”on page 6 and“Consolidated Financial Statements”on page F-1 and as summary of

73、 the applicable regulations,is as follows:1.Our equity structure is a direct holding structure,that is,the overseas entity to be listed in the U.S.,Haoxin Cayman,directly controls NingboHaoxin,or Haoxin WFOE,and other domestic operating entities through the Hong Kong company,Haoxin HK.See“Corporate

74、Structure”on page3 for additional details.2.Within our direct holding structure,the cross-border transfer of funds within our corporate group is legal and compliant with the laws andregulations of the PRC.After foreign investors funds enter Haoxin Cayman at the close of this offering,the funds can b

75、e directly transferred toHaoxin BVI and then Haoxin HK,and then transferred to subordinate operating entities through Haoxin WFOE.If the Company intends to distribute dividends,Zhejiang Haoxin and Haiyue will transfer the dividends to Haoxin WFOE,which then will transferthe dividends to Haoxin HK in

76、 accordance with the laws and regulations of the PRC,and then Haoxin HK will transfer the dividends to HaoxinBVI,which will transfer the dividends to Haoxin Cayman,and the dividends will be distributed from Haoxin Cayman to all shareholdersrespectively in proportion to the shares they hold,regardles

77、s of whether the shareholders are U.S.investors or investors in other countries orregions.3.In the reporting periods presented in this prospectus,no transfers,dividends,or distributions have been made to date between the holdingcompany and its subsidiaries,or to investors.For the foreseeable future,

78、the Company intends to use the earnings for research and development,todevelop new products and to expand its operations.As a result,we do not expect to pay any cash dividends.Also,as of the date of this prospectus,no cash generated from one subsidiary is used to fund another subsidiarys operations

79、and we do not anticipate any difficulties or limitations on ourability to transfer cash between subsidiaries.We have not installed any cash management policies that dictate the amount of such funding.4.Our PRC subsidiaries ability to distribute dividends is based upon their distributable earnings.Cu

80、rrent PRC regulations permit our PRCsubsidiaries to pay dividends to their respective shareholders only out of their accumulated profits,if any,determined in accordance with PRCaccounting standards and regulations.In addition,each of our PRC subsidiaries is required to set aside at least 10%of its a

81、fter-tax profits eachyear,if any,to fund a statutory reserve until such reserve reaches 50%of each of their registered capitals.These reserves are not distributable ascash dividends.See“Regulations Relating to Dividend Distributions”on page 125 for more information.To address persistent capital outf

82、lows and the RMBs depreciation against the U.S.dollar in the fourth quarter of 2016,the Peoples Bank of China and theState Administration of Foreign Exchange,or SAFE,have implemented a series of capital control measures in the subsequent months,including strictervetting procedures for China-based co

83、mpanies to remit foreign currency for overseas acquisitions,dividend payments and shareholder loan repayments.ThePRC government may continue to strengthen its capital controls and our PRC subsidiaries dividends and other distributions may be subject to tightenedscrutiny in the future.The PRC governm

84、ent also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out ofthe PRC.Therefore,we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for thepayment of dividends from our profits,i

85、f any.Furthermore,if our subsidiaries in the PRC incur debt on their own in the future,the instruments governing thedebt may restrict their ability to pay dividends or make other payments.We are an“emerging growth company”under the federal securities laws and will be subject to reduced public compan

86、y reporting requirements.See“Prospectus Summary Implications of Being an Emerging Growth Company”on page 20 for additional information.Our issued and outstanding share capital consists of Class A ordinary shares and Class B ordinary shares.Mr.Zhengjun Tao,our chairman of the board ofdirectors and ou

87、r chief executive officer,will beneficially own approximately 5.18%of our total issued and outstanding Class A ordinary shares and 100%ofour total issued and outstanding Class B ordinary shares,representing 90.9%of our total voting power,assuming that the underwriters do not exercise theirover-allot

88、ment option.As a result,we will be a“controlled company”as defined under the Nasdaq Stock Market Rules.As a“controlled company,”we arepermitted to elect not to comply with certain corporate governance requirements.Holders of Class A ordinary shares and Class B ordinary shares have thesame rights exc

89、ept for voting,transfer and conversion rights.Each Class A ordinary share is entitled to one vote,and each Class B ordinary share is entitledto twenty votes and is convertible into one Class A ordinary share.Class A ordinary shares are not convertible into Class B ordinary shares under anycircumstan

90、ces.2023/2/14https:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htmhttps:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htm7/266 Neither the Securities and Exchange Commission nor any other regulatory body has approved or disa

91、pproved of these securities or passed upon theaccuracy or adequacy of this prospectus.Any representation to the contrary is a criminal offense.PER SHARE TOTAL(4)Initial public offering price(1)$5.00$15,000,000Underwriting Discounts and Commissions(2)$0.35$1,050,000 Proceeds to us,before expenses(3)$

92、4.65$13,950,000 (1)Initial public offering price per share is assumed as$5 per share,which is the midpoint of the range set forth on the cover page of this prospectus.(2)We have agreed to pay the underwriters a discount equal to 7%of the gross proceeds of the offering.We will also pay to the represe

93、ntative of theunderwriters non-accountable expenses equal to 1%of the gross proceeds of the offering.We have also agreed to reimburse certain accountableexpenses to the representative,including the Representatives legal fees,background check expenses and all other expenses related to the offering.Fo

94、r adescription of the other compensation to be received by the Underwriter,see“Underwriting”beginning on page 173.(3)Excludes fees and expenses payable to the Underwriter.The total amount of Underwriters expenses related to this offering is set forth in the sectionentitled“Underwriting.”(4)Assumes t

95、hat the Underwriter does not exercise any portion of their 45-day option to purchase up to an additional 450,000 Class A ordinary shares(equal to 15%of the Class A ordinary shares sold in the offering),solely to cover over-allotments,at the public offering price less the underwritingdiscounts.We exp

96、ect our total cash expenses for this offering to be approximately$1.26 million,exclusive of the above discounts and expenses payable to theunderwriters.In addition,we will pay additional items of value in connection with this offering that are viewed by the Financial IndustryRegulatory Authority,or

97、FINRA,as underwriting compensation.These payments will further reduce proceeds available to us before expenses.See“Underwriting”beginning on page 173.This offering is being conducted on a firm commitment basis.The underwriters have agreed to purchase and pay for all of the Class A ordinary sharesoff

98、ered by this prospectus if they purchase any Class A ordinary shares.If we complete this offering,net proceeds will be delivered to us on the applicable closing date.We will not be able to use such proceeds inChina,however,until we complete capital contribution procedures that require prior approval

99、 from each of the respective local counterpartsof Chinas Ministry of Commerce,the State Administration for Market Regulations,and the State Administration of Foreign Exchange.See remittanceprocedures described at page 26 in the risk factor,“We must remit the offering proceeds to PRC before they may

100、be used to benefit our business in the PRC,and this process may take several months.”Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determinedif this prospectus is truthful or complete.Any representation to the co

101、ntrary is a criminal offense.The Underwriter expects to deliver the Class A ordinary shares against payment as set forth under“Underwriting”,on page 173.Prospectus dated ,2023.2023/2/14https:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htmhttps:/www.sec.gov/Arch

102、ives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htm8/266 TABLE OF CONTENTS Page PROSPECTUS SUMMARY 1 SELECTED FINANCIAL DATA 22 RISK FACTORS 23 SPECIAL NOTES REGARDING FORWARD-LOOKING STATEMENTS 57 USE OF PROCEEDS 58 DIVIDEND POLICY 59 CAPITALIZATION 60 DILUTION 62 MANAGEMENTS DISC

103、USSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 63 BUSINESS 91 CHINESE LAWS AND REGULATIONS 121 MANAGEMENT 137 EXECUTIVE COMPENSATION 141 PRINCIPAL SHAREHOLDERS 142 RELATED PARTY TRANSACTIONS 143 DESCRIPTION OF SHARE CAPITAL 148 SHARES ELIGIBLE FOR FUTURE SALE 163 TAXATION 165 E

104、NFORCEABILITY OF CIVIL LIABILITIES 171 UNDERWRITING 173 EXPENSES RELATING TO THIS OFFERING 181 LEGAL MATTERS 182 EXPERTS 182 WHERE YOU CAN FIND ADDITIONAL INFORMATION 182 INDEX TO FINANCIAL STATEMENTS F-1 Neither we nor the underwriters have authorized anyone to provide any information or to make an

105、y representations other than those contained in thisprospectus or in any free writing prospectuses we have prepared.We take no responsibility for,and can provide no assurance as to the reliability of,any otherinformation that others may give you.We are offering to sell,and seeking offers to buy,shar

106、es of our ordinary share only in jurisdictions where offers andsales are permitted.The information in this prospectus is accurate only as of the date of this prospectus,regardless of the time of delivery of this prospectusor any sale of our Class A ordinary shares.Our business,financial condition,re

107、sults of operations,and prospects may have changed since that date.i2023/2/14https:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htmhttps:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htm9/266 PROSPECTUS SUMMARY This summary h

108、ighlights information contained in greater detail elsewhere in this prospectus.This summary is not complete and does not contain all ofthe information you should consider in making your investment decision.You should read the entire prospectus carefully before making an investment inour Class A ordi

109、nary shares.You should carefully consider,among other things,our consolidated financial statements and the related notes and thesections entitled“Risk Factors”and“Managements Discussion and Analysis of Financial Condition and Results of Operations”included elsewhere inthis prospectus.Prospectus Conv

110、entions Throughout this prospectus,unless the context indicates otherwise,references to“Haoxin Cayman”,“we,”“us,”the“Company,”“our company”refer toHaoxin Holdings Limited,a holding company.References to“PRC subsidiaries”refer to the Haoxin Holdings Limiteds subsidiaries established under thelaws of

111、the Peoples Republic of China.Unless otherwise indicated,in this prospectus,references to:“China”or the“PRC”refer to the Peoples Republic of China,excluding Taiwan and the special administrative regions of Hong Kong andMacau for the purposes of this prospectus only;“Class A ordinary shares”refer to

112、a class of shares of Haoxin Cayman(as defined below)with par value$0.0001 per share;“Class B ordinary shares”refer to a class of shares of Haoxin Cayman(as defined below)with par value$0.0001 per share;“Haoxin Cayman”or the“Company”refer to Haoxin Holdings Limited,a Cayman Islands exempted company;“

113、Haoxin BVI”refers to Haoxin(BVI)Limited,a British Virgin Islands company and a wholly-owned subsidiary of Haoxin Cayman;“Haoxin HK”refers to Haoxin HongKong Limited,a Hong Kong company and a wholly-owned subsidiary or Haoxin BVI;“Haoxin WFOE”or“Ningbo Haoxin”refer to Ningbo Haoxin International Logi

114、stics Co.,Ltd.,a wholly foreign-owned enterprise(“WFOE”)incorporated in the PRC and a wholly-owned subsidiary of Haoxin HK;“Zhejiang Haoxin”refers to Zhejiang Haoxin Logistics Co.,Ltd.,a PRC company and a wholly-owned subsidiary of Haoxin WFOE;“Haiyue”refers to Shenzhen Haiyue Freight Co.,Ltd.,a PRC

115、 company and a wholly-owned subsidiary of Haoxin WFOE.“Longanda”refers to Shenzhen Longanda Freight Co.,Ltd.,a PRC company and a wholly-owned subsidiary of Haiyue.“RMB”refers to Renminbi,or the legal currency of the PRC;“HKD”refers to the official currency of Hong Kong;This prospectus contains trans

116、lations of certain RMB amounts into US dollar amounts at specified rates solely for the convenience of the reader.Allreference to“US dollars”,“USD”,“US$”or“$”are to United States dollars.The relevant exchange rates are listed below:June 30,December 31,December 31,2022 2021 2020 Period Ended RMB:USD

117、exchange rate 6.6981 6.3726 6.5250 Period Average RMB:USD exchange rate 6.4791 6.4508 6.9042 We have relied on statistics provided by a variety of publicly available sources regarding Chinas expectations of growth.We did not directly or indirectlysponsor or participate in the publication of such mat

118、erials,and these materials are not incorporated in this prospectus other than to the extent specificallycited in this prospectus.We have sought to provide current information in this prospectus and believe that the statistics provided in this prospectus remainup-to-date and reliable,and these materi

119、als are not incorporated in this prospectus other than to the extent specifically cited in this prospectus.12023/2/14https:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htmhttps:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.ht

120、m10/266 Overview We are a provider of temperature-controlled truckload service and urban delivery services in China with over 19 years of experience in the transportationindustry.We started our urban delivery service business in 2003 and started expanding our business into temperature-controlled tru

121、ckload service in 2016.We currently conduct all of our operations through our subsidiaries,Ningbo Haoxin,Zhejiang Haoxin,Longanda and Haiyue,and have experienced asteady growth in our business in recent years.The goods we take charge of transporting focus on factory logistics,which include electroni

122、c devices,chemicals,fruit,food and commercial goods.After continuous development,we have been recognized and accredited by the China Federation ofLogistics and Purchasing as a 3A-Grade transportation service provider.As of June 30,2022,we operate a truckload fleet with 70 tractors,155 trailers and 6

123、1 vans,20 tractors and 4 vans of which are under capital lease.We donot use vehicles under rental arrangement to conduct our services and we prefer to acquire new vehicles via capital lease rather than one-off cashpayment.See“Note 9 Leases”on page F-23 for more details on capital leases.Given the la

124、rge scale of our fleet,we offer both network density andbroad geographic coverage to meet our customers diverse transportation needs within the PRC.Our business has created a successful business model thathas allowed us to expand our customer base and market coverage whilst maintaining good relation

125、ships with our existing customers.We mainly provide transportation services with our large and medium-sized temperature-controlled logistics transportation vehicles,and charge ourcustomers based on mileage.In addition to temperature-controlled truckload services,we also provide urban delivery servic

126、es with our medium-sizedvans to customers who have short-distance,intra-city delivery needs.The sales revenue generated from temperature-controlled truckload service accountsfor about 80.3%and the urban delivery service accounts for approximate 19.7%out of our total sales revenue in June 30,2022.The

127、 sales revenuegenerated from temperature-controlled truckload service accounts for about 75.5%and the urban delivery service accounts for approximate 24.5%out ofour total sales revenue in 2021.We optimize the loading of the vehicles on the forward and return journeys to reduce costs.We adopt high st

128、andards for our own services and provide customers with high-quality,safe and standardized services.We also use a digitizedmanagement system in which temperature control can be accessed throughout the whole transportation process through advanced vehicle GPS positioningand real-time temperature moni

129、toring system.We also pay special attention to safe operation and conduct regular safety training and emergency drills toenhance our drivers safety awareness.Additionally,we have installed safety systems and warning systems on each vehicle to reduce likelihood ofaccident.We plan on consolidating the

130、 products that we transport and build cold temperature warehouses to reduce costs.We also plan to obtain relevantqualifications for pharmaceuticals and incorporate medicine transportation into our daily business.We will aim to strengthen informatization constructionto integrate the existing vehicle

131、dispatching system and temperature control to build a system to improve efficiency.Our mission is to become the most reliable and sustainable transportation company that specialize in temperature-controlled truckload services in Chinaby offering punctual,cost-effective,capable and intelligent transp

132、ortation services,while maintaining a sizeable fleet of transportation vehicles of our ownas well as reliable subcontracting arrangements.Given that the transportation industry in many regions of China is still underrepresented,we aim tocapture additional market share by leveraging our strengths we

133、have developed during the past 19 years and continue to grow our business byimplementing a number of strategies as described in“Our Strategies”below.22023/2/14https:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htmhttps:/www.sec.gov/Archives/edgar/data/1936817/00

134、00177/ea172565-f1_haoxinhold.htm11/266 Corporate Structure Below is a chart illustrating our current corporate structure:32023/2/14https:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htmhttps:/www.sec.gov/Archives/edgar/data/1936817/0000177/

135、ea172565-f1_haoxinhold.htm12/266 Our Services We are a provider of temperature-controlled truckload services and urban delivery services within China.We started to operate urban delivery services in2003.As of June 30,2022,we own 70 tractors,155 trailers and 61 vans,20 tractors and 4 vans of which ar

136、e under capital lease.We do not use vehiclesunder rental arrangement to conduct our services and we prefer to acquire new vehicles via capital lease rather than one-off cash payment.See“Note 9 Leases”on page F-23 for more details on capital leases.This fleet enables us to establish a nationwide tran

137、sportation network to meet the transportationneeds of customers across the country.We transport and deliver a diverse range of products,such as electronic devices,chemicals,food,among others,from our customers designated pick-up locations to their designated destinations.We also outsource vehicles w

138、hen there is a high demand.To ensure high quality service and safety,our fleet utilizes a smart system that monitors real-time locations of the vehicles and temperatures.We alsomaximize usage of our vehicles by striving to fully load both the outbound and inbound trips.Our Competitive Strengths We b

139、elieve that the following competitive strengths are the key factors that have contributed to our success to date:We have built a sizeable fleet and established solid reputation in the temperature-controlled logistics industry in East China to provide asustainable,quality and reliable truckload servi

140、ces.Our operation is digitized.We have established well-functioned network.Our executive directors and senior management personnel possess extensive industry expertise and strong execution capability.Long-standing relationship with our sizeable and reputable customers in the PRC.We value safety awar

141、eness and take effective measures to ensure the safety operation of the fleet.We ensure that our high standard of quality control can be achieved.Our Business Strategies Our principal objectives are to sustain the continuous growth of our business and maintain our competitive advantages such that we

142、 can be positioned as aleading player in the transportation industry in the PRC.We plan to implement the following strategies to further develop our transportation business andreputation in the PRC.Expand and upgrade our fleet size Install urban delivery services Expand our business in the cold chai

143、n industry Establish cold storage and warehouse Establish a platform of logistics supply chain management system Provide supply chain financial services Strengthen our information technology systems Continue to attract,train and retain skilled employees to support future growth and expansion Further

144、 expansion into new markets by enhancing our sales and marketing efforts Maintain stable relationships with our major customers and suppliers and expand our customer base Acquire and invest in strategic entities 42023/2/14https:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_

145、haoxinhold.htmhttps:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htm13/266 Coronavirus(COVID-19)Update Recently,an ongoing outbreak of a novel strain of coronavirus(COVID-19)was first identified in China and has since spread rapidly globally.Thepandemic has resu

146、lted in quarantines,travel restrictions,and the temporary closure of stores and business facilities globally for the past two years.InMarch 2020,the World Health Organization declared the COVID-19 as a pandemic.Furthermore,the effects of a subvariant of the Omicron variant ofCOVID-19,which may sprea

147、d faster than the original Omicron variant,as well as the effects of any new variants and subvariants which may develop,including any actions taken by governments,may have the effect of increasing the already-existing supply chain problems or slowing our sales.Moreover,Chinas policy of effecting clo

148、sures to avoid infections,including the recent lockdown in many provinces and municipalities in China,could affect ourresults of operations.Given the rapidly expanding nature of the COVID-19 pandemic,and because substantially all of our business operations and workforce are in China,webelieve there

149、is a risk that our business,operations,and financial condition will be adversely affected.Potential impact to our results of operations willdepend on future developments and new information that may emerge regarding the duration and severity of the COVID-19 and the actions taken bygovernment authori

150、ties and other entities to contain the COVID-19 or mitigate its impact,almost all of which are beyond our control.The impact of COVID-19 and a subvariant of the Omicron variant of COVID-19 on our business,financial condition,and results of operations include,but is not limited to,the following:Tempo

151、rary office closures and travel restrictions.In order to comply with government health emergency rules and to coincide with the ChineseNew Year holiday,we were closed from January 30,2022 to February 7,2022.Our offices have been fully operational since February 8,2022.Due to the nature of our busine

152、ss,the impact of the closure was not significant as most of our employees could continue to work off-site.Reduced customer demand.Our customers have been negatively impacted by the ongoing impact of COVID-19,with revenue generated fromour top 10 customers reduced by$1,516,035 or 21.5%for the six mon

153、ths ended June 30,2022.However,we generated$1,817,178 from 49 newcustomers for the six months ended June 30,2022.Our total revenues increased by$1,382,999,or 13.3%,to$11,809,268 for the six monthsended June 30,2022 as compared to$10,426,269 for the six months ended June 30,2021.No customer contract

154、has been terminated due toCOVID-19.While our subcontractors have been negatively impacted by the COVID-19 pandemic,the vehicles provided by our subcontractorsare still able to satisfy the needs required.Extended Collection Time and Increase in Bad Debts.Our customers may require additional time to p

155、ay us or fail to pay us which may require usto record additional allowances.In order to faithfully reflect the performance and condition of the Company,we had temporally revised ourpolicy of allowance for doubtful accounts with additional allowances recorded in anticipation of any occurrence of exte

156、nded collection time andbad debts.Our allowance for doubtful accounts increased by$258,161,or 1,142.1%,to$280,766 for the six months ended June 30,2022 ascompared to$22,605 for the six months ended June 30,2021.However,we are currently working with our customers for payments and have notexperienced

157、significant collection issues as of the date of this prospectus.We will monitor our collection closely in the future.Our workforce remains stable during 2020,2021 and the first half of 2022.The implementation of various safety measures has increased thetotal cost of our operation.We are required to

158、provide our employees with protective gear and regularly monitor and trace their health condition.Starting from the issue of Notice on Further Optimizing and Implementing the Prevention and Control Measures of COVID-19 on December 7,2022 by the Comprehensive Team for Joint Prevention and Control Mec

159、hanism for COVID-19 under State Counsel,the Chinese authorities hadeased the strict management on COVID-19,including the removal of quarantine rule for inbound travelers.The policy may lead to a nationwidewave of infections and may affect the health condition of our employees.Consequently,we experie

160、nced a short period of workforce shortage assome of our drivers had been infected during the last week of December 2022.With the support of our subcontractors,there are no materiallosses observed during the period.As of the date of this prospectus,all of our drivers are in duty.The uncertainty of th

161、e development of COVID-19 may cause negative impact on our workforce and hence our financial results,we will continue to monitor and take proper measures.Because of the uncertainty surrounding the COVID-19 outbreak,the business disruption and the financial impact related to the outbreak of and respo

162、nseto the coronavirus cannot be reasonably estimated at this time.For a detailed description of the risks associated with the novel coronavirus,see“RiskFactorsRisks Related to Our Business and IndustryOur business could be materially harmed by the ongoing coronavirus(COVID-19)pandemic.”In response t

163、o COVID-19,we have timely implemented corresponding and comprehensive measures as follows:When returning personnel arrive at the Company for the first time,we implement necessary quarantine and observation and restrict contactamong employees;For personnel who enter and exit our sites daily,we requir

164、e each person to have his or her body temperature taken and disclose informationrelevant for contact tracing;We ensure that we have available pandemic prevention materials(such as masks,gloves,hand sanitizers and cleaning products)and monitoringsites for quarantine;We take necessary control measures

165、 according to governmental guidelines and regulations;We have implemented a more efficient and streamlined administrative and business system to reduce human contact and reduce the chance ofvirus transmission;We have implemented administrative measure for work-from-home during quarantine or lock dow

166、n.There has been no outbreak of coronavirus cases within the Company.Due to the outbreak of the pandemic overseas between February and May 2020,our sales abroad had been significantly adversely affected because of theblockage in the cooperating businesses logistics and operations.A large number of p

167、lanned orders were postponed as a result.Beginning in June 2020,asthe pandemic in mainland China and Europe was brought under control,previously delayed orders were eventually fulfilled due to advanced planning.However,the transportation of our goods is still unpredictable and orders recently placed

168、 still face months-long delays.2023/2/14https:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htmhttps:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htm14/26652023/2/14https:/www.sec.gov/Archives/edgar/data/1936817/0001213900230

169、10177/ea172565-f1_haoxinhold.htmhttps:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htm15/266 Summary of Financial Position and Cash Flows of Haoxin Cayman and its Subsidiaries The audited financial statements included in this prospectus reflect financial positio

170、n,and cash flows of the Haoxin Cayman,together with those of itssubsidiaries operated in China,on a consolidated basis.The tables below are condensed consolidating schedules summarizing separately the financialposition,operation results and cash flows of the Haoxin Cayman(“Parent Company”in the tabl

171、es below),and its subsidiaries operated in China(“Subsidiaries”in the tables below),together with eliminating adjustments.As of June 30,2022 As of December 31,2021 ParentCompany Subsidiaries Subtotal Elimination Consolidated ParentCompany Subsidiaries Subtotal Elimination Consolidated USD USD USD US

172、D USD USD USD USD USD USD ASSETS CURRENT ASSETS Cash$-$741,395$741,395$-$741,395$-$776,892$776,892$-$776,892 Restricted cash -3,650 3,650 -3,650 -3,836 3,836 -3,836 Accounts receivable,net -12,260,424 12,260,424 -12,260,424 -14,065,688 14,065,688 -14,065,688 Prepayments -5,051,020 5,051,020 -5,051,0

173、20 -1,599,822 1,599,822 -1,599,822 Other receivables -72,370 72,370 -72,370 -48,447 48,447 -48,447 Amount due fromrelated parties -88,240 88,240 -88,240 -971,980 971,980 -971,980 Total Current Assets -18,217,099 18,217,099 -18,217,099 -17,466,665 17,466,665 -17,466,665 -PROPERTY ANDEQUIPMENT,NET -1,

174、902,139 1,902,139 -1,902,139 -2,513,404 2,513,404 -2,513,404 OTHER ASSETS Deferred tax assets -82,722 82,722 -82,722 -21,338 21,338 -21,338 Deposits -322,115 322,115 -322,115 -392,006 392,006 -392,006 Deferred offeringcosts 133,557 17,916 151,473 -151,473 -Investment insubsidiaries 10,007,155 -10,00

175、7,155 (10,007,155)-8,894,042 -8,894,042 (8,894,042)-Total other assets 10,140,712 422,753 10,563,465 (10,007,155)556,310 8,894,042 413,344 9,307,386 (8,894,042)413,344 Total assets$10,140,712$20,541,991$30,682,703$(10,007,155)$20,675,548$8,894,042$20,393,413$29,287,455$(8,894,042)$20,393,413 LIABILI

176、TIES ANDSHAREHOLDERSEQUITY CURRENTLIABILITIES:Short-term bankborrowings$-$1,620,066$1,620,066$-$1,620,066$-$1,255,085$1,255,085$-$1,255,085 Accounts payable -2,539,903 2,539,903 -2,539,903 -2,725,306 2,725,306 -2,725,306 Other payables andaccrued liabilities -700,621 700,621 -700,621 -1,119,630 1,11

177、9,630 -1,119,630 Amount due to relatedparties 343,557 1,714,248 2,057,805 -2,057,805 -1,732,384 1,732,384 -1,732,384 Tax payable -3,120,224 3,120,224 -3,120,224 -3,220,823 3,220,823 -3,220,823 Current maturities oflong-term bankborrowings -145,763 145,763 -145,763 -153,183 153,183 -153,183 Current p

178、ortion ofcapital lease andfinancing obligations -109,224 109,224 -109,224 -359,760 359,760 -359,760 Current maturities ofloans from otherfinancial institutions -561,443 561,443 -561,443 -689,006 689,006 -689,006 Total current liabilities 343,557 10,511,492 10,855,049 -10,855,049 -11,255,177 11,255,1

179、77 -11,255,177 OTHER LIABILITIES Long-term bankborrowings -23,344 23,344 -23,344 -101,124 101,124 -101,124 Long-term portion ofcapital lease andfinancing obligations -Long-term loans fromother financialinstitutions -143,070 143,070 -143,070 Total other liabilities -23,344 23,344 -23,344 -244,194 244

180、,194 -244,194 Total liabilities 343,557 10,534,836 10,878,393 -10,878,393 -11,499,371 11,499,371 -11,499,371 COMMITMENTS ANDCONTINGENCIES -SHAREHOLDERS 2023/2/14https:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htmhttps:/www.sec.gov/Archives/edgar/data/1936817/

181、0000177/ea172565-f1_haoxinhold.htm16/266EQUITYClass A ordinary shares:$0.0001 par value,400,000,000 sharesauthorized,556 sharesissued andoutstanding as of June30,2022 andDecember 31,2021 -1,287,200 1,287,200 (1,287,200)-1,287,200 1,287,200 (1,287,200)-Class B ordinary shares,$0.0001 par v

182、alue,100,000,000 sharesauthorized,444 sharesissued andoutstanding as of June30,2022 andDecember 31,2021 -Additional paid-incapital 2,957,300 1,670,100 4,627,400 (1,670,100)2,957,300 2,957,300 1,670,100 4,627,400 (1,670,100)2,957,300 Statutory reserves 616,761 616,761 1,233,522 (616,761)616,761 475,8

183、09 475,809 951,618 (475,809)475,809 Retained earnings 6,428,877 6,638,877 13,067,754 (6,638,877)6,428,877 5,182,713 5,182,713 10,365,426 (5,182,713)5,182,713 Accumulated othercomprehensiveincome (205,783)(205,783)(411,566)205,783 (205,783)278,220 278,220 556,440 (278,220)278,220 Total shareholderseq

184、uity 9,797,155 10,007,155 19,804,310 (10,007,155)9,797,155 8,894,042 8,894,042 17,788,084 (8,894,042)8,894,042 Total liabilities andshareholders equity$10,140,712$20,541,991$30,682,703$(10,007,155)$20,675,548$8,894,042$20,393,413$29,287,455$(8,894,042)$20,393,413 62023/2/14https:/www.sec.gov/Archive

185、s/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htmhttps:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htm17/266 For the Six Months Ended June 30,2022 For the Six Months Ended June 30,2021 ParentCompany Subsidiaries Subtotal Elimination Consolidate

186、d ParentCompany Subsidiaries Subtotal Elimination Consolidated USD USD USD USD USD USD USD USD USD USD Cash flows fromoperating activities:Net income$1,387,116$1,597,116$2,984,232$(1,597,116)$1,387,116$1,587,573$1,587,573$3,175,146$(1,587,573)$1,587,573 Adjustments to reconcilenet income to net cash

187、provided by operatingactivities:Gain on disposals ofequipment -(7,752)(7,752)-(7,752)Provision for doubtfulaccounts -280,766 280,766 -280,766 -22,604 22,604 -22,604 Amortization of deferredfinancing fees -408 408 -408 -23,885 23,885 -23,885 Depreciation for propertyand equipment -531,180 531,180 -53

188、1,180 -596,096 596,096 -596,096 Deferred income taxbenefit -(64,508)(64,508)-(64,508)-(13,026)(13,026)-(13,026)Changes in operatingassets and liabilities Accounts receivable -880,817 880,817 -880,817 -(410,565)(410,565)-(410,565)Prepayments -(3,646,866)(3,646,866)-(3,646,866)-(949,437)(949,437)-(949

189、,437)Other receivables -(27,150)(27,150)-(27,150)-(743,318)(743,318)-(743,318)Deposits -52,608 52,608 -52,608 -(19,325)(19,325)-(19,325)Accounts payable -(55,181)(55,181)-(55,181)-1,182,244 1,182,244 -1,182,244 Other payables andaccrued liabilities -(377,400)(377,400)(377,400)-251,795 251,795 -251,7

190、95 Tax payables -57,269 57,269 -57,269 -531,352 531,352 -531,352 Equity income ofsubsidiaries (1,597,116)-(1,597,116)1,597,116 -(1,587,573)-(1,587,573)1,587,573 -Net cash(used in)provided by operatingactivities (210,000)(770,941)(980,941)-(980,941)-2,052,126 2,052,126 -2,052,126 Cash flows frominves

191、ting activities:-Purchases of equipment -(25,267)(25,267)-(25,267)-(195,918)(195,918)-(195,918)Net cash used ininvesting activities -(25,267)(25,267)-(25,267)-(195,918)(195,918)-(195,918)Cash flows fromfinancing activities:Proceeds from short-termbank borrowings -1,984,144 1,984,144 -1,984,144 -1,31

192、4,409 1,314,409 -1,314,409 Repayment of short-termbank borrowings -(1,544,129)(1,544,129)-(1,544,129)-(792,322)(792,322)-(792,322)Proceeds from long-termbank borrowings -91,214 91,214 -91,214 Repayment of long-termbank borrowings -(75,322)(75,322)-(75,322)-(1,668)(1,668)-(1,668)Loans from otherfinan

193、cial institution -46,290 46,290 -46,290 -909,203 909,203 -909,203 Repayments of Loansfrom other financialinstitutions -(284,313)(284,313)-(284,313)-(979,813)(979,813)-(979,813)Repayments ofobligations undercapital leases -(241,323)(241,323)-(241,323)-(486,325)(486,325)-(486,325)Amounts advanced from

194、related parties 210,000 5,090,090 5,300,090 -5,300,090 -639,405 639,405 -639,405 Repayments to relatedparties -(4,012,368)(4,012,368)-(4,012,368)-(2,496,493)(2,496,493)-(2,496,493)Net cash provided by(used in)financingactivities 210,000 963,069 1,173,069 -1,173,069 -(1,802,390)(1,802,390)-(1,802,390

195、)Effect of exchange ratechange on cash -(202,544)(202,544)-(202,544)-2,326 2,326 -2,326 Net(decrease)increase incash and restrictedcash -(35,683)(35,683)-(35,683)-56,144 56,144 -56,144 Cash and restricted cashat beginning of the -780,728 780,728 -780,728 -213,013 213,013 -213,013 2023/2/14https:/www

196、.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htmhttps:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htm18/266year Cash and restricted cashat end of the year$-$745,045$745,045$-$745,045$-$269,157$269,157$-$269,157 72023/2/14https:

197、/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htmhttps:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htm19/266 As of December 31,2021 As of December 31,2020 ParentCompany Subsidiaries Subtotal Elimination Consolidated ParentCo

198、mpany Subsidiaries Subtotal Elimination Consolidated USD USD USD USD USD USD USD USD USD USD ASSETS CURRENT ASSETS Cash$-$776,892$776,892$776,892$-$209,265$209,265$-$209,265 Restricted cash -3,836 3,836 -3,836 -3,748 3,748 -3,748 Accounts receivable,net -14,065,688 14,065,688 -14,065,688 -6,289,190

199、6,289,190 -6,289,190 Prepayments -1,599,822 1,599,822 -1,599,822 -665,678 665,678 -665,678 Other receivables -48,447 48,447 -48,447 -310,501 310,501 -310,501 Amount due fromrelated parties -971,980 971,980 -971,980 -1,288,575 1,288,575 -1,288,575 Total Current Assets -17,466,665 17,466,665 -17,466,6

200、65 -8,766,957 8,766,957 -8,766,957 -PROPERTY ANDEQUIPMENT,NET -2,513,404 2,513,404 -2,513,404 -3,479,662 3,479,662 -3,479,662 OTHER ASSETS Deferred tax assets -21,338 21,338 -21,338 -100 100 -100 Deposits -392,006 392,006 -392,006 -383,626 383,626 -383,626 Investment insubsidiaries 8,894,042 -8,894,

201、042 (8,894,042)-3,479,949 -3,479,949 (3,479,949)-Total other assets 8,894,042 413,344 9,307,386 (8,894,042)413,344 3,479,949 383,726 3,863,675 (3,479,949)383,726 Total assets$8,894,042$20,393,413$29,287,455$(8,894,042)$20,393,413$3,479,949$12,630,345$16,110,294$(3,479,949)$12,630,345 LIABILITIES AND

202、SHAREHOLDERSEQUITY CURRENTLIABILITIES:Short-term bankborrowings$-$1,255,085$1,255,085$-$1,255,085$-$1,151,660$1,151,660$-$1,151,660 Accounts payable -2,725,306 2,725,306 -2,725,306 -2,111,135 2,111,135 -2,111,135 Other payables andaccrued liabilities -1,119,630 1,119,630 -1,119,630 -766,358 766,358

203、-766,358 Amount due to relatedparties -1,732,384 1,732,384 -1,732,384 -1,699,815 1,699,815 -1,699,815 Tax payable -3,220,823 3,220,823 -3,220,823 -723,495 723,495 -723,495 Current maturities oflong-term bankborrowings -153,183 153,183 -153,183 -63,668 63,668 -63,668 Current portion ofcapital lease a

204、ndfinancing obligations -359,760 359,760 -359,760 -983,325 983,325 -983,325 Current maturities ofloans from otherfinancial institutions -689,006 689,006 -689,006 -1,011,463 1,011,463 -1,011,463 Total currentliabilities -11,255,177 11,255,177 -11,255,177 -8,510,919 8,510,919 -8,510,919 OTHER LIABILIT

205、IES Long-term bankborrowings -101,124 101,124 -101,124 -Long-term portion ofcapital lease andfinancing obligations -351,506 351,506 -351,506 Long-term loans fromother financialinstitutions -143,070 143,070 -143,070 -287,971 287,971 -287,971 Total other liabilities -244,194 244,194 -244,194 -639,477

206、639,477 -639,477 Total liabilities -11,499,371 11,499,371 -11,499,371 -9,150,396 9,150,396 -9,150,396 COMMITMENTS ANDCONTINGENCIES SHAREHOLDERSEQUITY Class A ordinaryshares:$0.0001 parvalue,400,000,000shares authorized,556 shares issuedand outstanding as ofDecember 31,2021and 2020 -1,287,200 1,287,2

207、00 (1,287,200)-1,287,200 1,287,200 (1,287,200)-2023/2/14https:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htmhttps:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htm20/266Class B ordinaryshares,$0.0001 parvalue,100,000,000sha

208、res authorized,444 shares issuedand outstanding as ofDecember 31,2021and 2020 -Additional paid-incapital 2,957,300 1,670,100 4,627,400 (1,670,100)2,957,300 2,957,300 1,670,100 4,627,400 (1,670,100)2,957,300 Statutory reserves 475,809 475,809 951,618 (475,809)475,809 77,480 77,480 154,960 (77,480)77,

209、480 Retained earnings 5,182,713 5,182,713 10,365,426 (5,182,713)5,182,713 311,594 311,594 623,188 (311,594)311,594 Accumulated othercomprehensiveincome 278,220 278,220 556,440 (278,220)278,220 133,575 133,575 267,150 (133,575)133,575 Total shareholdersequity 8,894,042 8,894,042 17,788,084 (8,894,042

210、)8,894,042 3,479,949 3,479,949 6,959,898 (3,479,949)3,479,949 Total liabilities andshareholders equity$8,894,042$20,393,413$29,287,455$(8,894,042)$20,393,413$3,479,949$12,630,345$16,110,294$(3,479,949)$12,630,345 82023/2/14https:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1

211、_haoxinhold.htmhttps:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htm21/266 For the Year Ended December 31,2021 For the Year Ended December 31,2020 ParentCompany Subsidiaries Sub Total Elimination Consolidated ParentCompany Subsidiaries SubTotal Elimination Cons

212、olidated USD USD USD USD USD USD USD USD USD USD Cash flows fromoperating activities:Net income$5,269,448$5,269,448$10,538,896$(5,269,448)$5,269,448$1,554,888$1,554,888$3,109,776$(1,554,888)$1,554,888 Adjustments toreconcile netincome to net cashprovided byoperating activities:-Gain on disposals ofe

213、quipment -(218,955)(218,955)-(218,955)-(286,903)(286,903)-(286,903)Provision for doubtfulaccounts -61,514 61,514 -61,514 -791 791 -791 Amortization ofdeferred financingfees -67,150 67,150 -67,150 -35,800 35,800 -35,800 Depreciation forproperty andequipment -1,281,742 1,281,742 -1,281,742 -1,338,564

214、1,338,564 -1,338,564 Deferred income taxbenefit -(20,978)(20,978)-(20,978)-(95)(95)-(95)Changes in operatingassets and liabilities -Accounts receivable -(7,597,939)(7,597,939)-(7,597,939)-(1,070,979)(1,070,979)-(1,070,979)Prepayments -(907,389)(907,389)-(907,389)-61,203 61,203 -61,203 Other receivab

215、les -266,086 266,086 -266,086 -176,893 176,893 -176,893 Deposits -620 620 -620 -91,456 91,456 -91,456 Accounts payable -557,757 557,757 -557,757 -(87,618)(87,618)-(87,618)Other payables andaccrued liabilities -329,568 329,568 -329,568 -(7,352)(7,352)-(7,352)Tax payables -2,450,302 2,450,302 -2,450,3

216、02 -655,522 655,522 -655,522 Equity income ofsubsidiaries (5,269,448)-(5,269,448)5,269,448 -(1,554,888)-(1,554,888)1,554,888 Net cash provided byoperating activities -1,538,926 1,538,926 -1,538,926 -2,462,170 2,462,170 -2,462,170 Cash flows frominvesting activities:-Purchases ofequipment -(287,633)(

217、287,633)-(287,633)-(652,080)(652,080)-(652,080)Proceeds fromdisposal ofequipment -78 78 -78 -347,179 347,179 -347,179 Net cash used ininvesting activities -(287,555)(287,555)-(287,555)-(304,901)(304,901)-(304,901)Cash flows fromfinancing activities:-Proceeds from short-term bankborrowings -1,895,030

218、 1,895,030 -1,895,030 -1,679,535 1,679,535 -1,679,535 Repayment of short-term bankborrowings -(1,753,790)(1,753,790)-(1,753,790)-(898,214)(898,214)-(898,214)Proceeds from long-term bankborrowings -275,900 275,900 -275,900 -Repayment of long-term bankborrowings -(50,970)(50,970)-(50,970)-(199,016)(19

219、9,016)-(199,016)Loans from otherfinancial institution -840,875 840,875 -840,875 -278,740 278,740 -278,740 Repayments of Loansfrom other financialinstitutions -(1,332,739)(1,332,739)-(1,332,739)-(1,483,814)(1,483,814)-(1,483,814)Repayments ofobligations undercapital leases -(1,165,221)(1,165,221)-(1,

220、165,221)-(201,217)(201,217)-(201,217)Amounts advancedfrom related parties -762,327 762,327 -762,327 -7,165 7,165 -7,165 Repayments to relatedparties -(166,883)(166,883)-(166,883)-(1,620,107)(1,620,107)-(1,620,107)Net cash used infinancing activities -(695,471)(695,471)-(695,471)-(2,436,928)(2,436,92

221、8)-(2,436,928)2023/2/14https:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htmhttps:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htm22/266Effect of exchange ratechange on cash -11,815 11,815 -11,815 -15,795 15,795 -15,795 Net

222、 increase(decrease incash and restrictedcash)-567,715 567,715 -567,715 -(263,864)(263,864)-(263,864)Cash and restricted cashat beginning of theyear -213,013 213,013 -213,013 -476,877 476,877 -476,877 Cash and restricted cashat end of the year$-$780,728$780,728$-$780,728$-$213,013$213,013$-$213,013 T

223、he parent company,Haoxin Cayman,does not conduct operations separately from its subsidiaries operated in China.Accordingly,the results ofoperations set forth in the consolidated financial statements for the six months ended June 30,2022 and for the years ended December 31,2021 and 2020in this prospe

224、ctus are solely those of subsidiaries operated in China.92023/2/14https:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htmhttps:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htm23/266 Transfers of Cash to and from Our Subsidiar

225、ies Haoxin Holdings Limited,or Haoxin Cayman,is a holding company with no operations of its own.We conduct our operations in China primarily throughour subsidiaries in China.We may rely on dividends to be paid by our PRC subsidiaries to fund our cash and financing requirements,including the fundsnec

226、essary to pay dividends and other cash distributions to our shareholders,to service any debt we may incur and to pay our operating expenses.If ourPRC subsidiaries incur debt on their own behalf in the future,the instruments governing the debt may restrict its ability to pay dividends or make otherdi

227、stributions to us.Haoxin Cayman is permitted under the Cayman Islands laws to provide funding to our subsidiaries in Hong Kong and PRC through loans or capitalcontributions without restrictions on the amount of the funds,subject to satisfaction of applicable government registration,approval and fili

228、ngrequirements.Haoxin HK is also permitted under the laws of Hong Kong to provide funding to Haoxin Cayman and Haoxin BVI through dividenddistribution without restrictions on the amount of the funds.As of the date of this prospectus,there has been no distribution of dividends,transfer of cashor asse

229、ts among Haoxin Cayman and its subsidiaries.We currently intend to retain all available funds and future earnings,if any,for the operation and expansion of our business and do not anticipate declaringor paying any dividends in the foreseeable future.Any future determination related to our dividend p

230、olicy will be made at the discretion of our board ofdirectors after considering our financial condition,results of operations,capital requirements,contractual requirements,business prospects and otherfactors the board of directors deems relevant,and subject to the restrictions contained in any futur

231、e financing instruments.Subject to the Cayman Islands Companies Act and our bylaws,our board of directors may authorize and declare a dividend to shareholders at such timeand of such an amount as they think fit if they are satisfied,on reasonable grounds,that immediately following the dividend the v

232、alue of our assets willexceed our liabilities and we will be able to pay our debts as they become due.Under the current practice of the Inland Revenue Department of Hong Kong,no tax is payable in Hong Kong in respect of dividends paid by us.The lawsand regulations of the PRC do not currently have an

233、y material impact on transfer of cash from Haoxin Cayman to Haoxin HK or from Haoxin HK toHaoxin Cayman.There are no restrictions or limitation under the laws of Hong Kong imposed on the conversion of HK dollar into foreign currencies andthe remittance of currencies out of Hong Kong or across border

234、s and to U.S investors.Current PRC regulations permit our PRC subsidiaries to pay dividends to Haoxin HK only out of their accumulated profits,if any,determined inaccordance with Chinese accounting standards and regulations.In addition,each of our subsidiaries in China is required to set aside at le

235、ast 10%of itsafter-tax profits each year,if any,to fund a statutory reserve until such reserve reaches 50%of its registered capital.Although the statutory reserves can beused,among other ways,to increase the registered capital and eliminate future losses in excess of retained earnings of the respect

236、ive companies,thereserve funds are not distributable as cash dividends except in the event of liquidation.To address persistent capital outflows and the RMBs depreciation against the U.S.dollar in the fourth quarter of 2016,the Peoples Bank of China andthe State Administration of Foreign Exchange,or

237、 SAFE,have implemented a series of capital control measures in the subsequent months,includingstricter vetting procedures for China-based companies to remit foreign currency for overseas acquisitions,dividend payments and shareholder loanrepayments.The PRC government may continue to strengthen its c

238、apital controls and our PRC subsidiaries dividends and other distributions may besubject to tightened scrutiny in the future.The PRC government also imposes controls on the conversion of RMB into foreign currencies and theremittance of currencies out of the PRC.Therefore,we may experience difficulti

239、es in completing the administrative procedures necessary to obtain andremit foreign currency for the payment of dividends from our profits,if any.Furthermore,if our subsidiaries in the PRC incur debt on their own in thefuture,the instruments governing the debt may restrict their ability to pay divid

240、ends or make other payments.If we or our subsidiaries are unable toreceive all of the revenues from our operations,we may be unable to pay dividends on our Class A ordinary shares.Cash dividends,if any,on our Class A ordinary shares will be paid in U.S.dollars.If we are considered a PRC tax resident

241、 enterprise for tax purposes,any dividends we pay to our overseas shareholders may be regarded as China-sourced income and as a result may be subject to PRC withholding tax at arate of up to 10.0%.102023/2/14https:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htm

242、https:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htm24/266 In order for us to pay dividends to our shareholders,we will rely on payments made from our PRC subsidiaries,i.e.,Zhejiang Haoxin,Haiyue andLonganda,to Haoxin WFOE,from Haoxin WFOE to Haoxin HK,from Ha

243、oxin HK to Haoxin BVI,and finally from Haoxin BVI to Haoxin Cayman.Certain payments from our PRC subsidiaries to Haoxin HK are subject to PRC taxes,including VAT.As of the date of this prospectus,our PRCsubsidiaries have not made any transfers or distributions.Pursuant to the Arrangement between Mai

244、nland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and TaxEvasion on Income,or the Double Tax Avoidance Arrangement,the 10%withholding tax rate may be lowered to 5%if a Hong Kong resident enterpriseowns no less than 25%of a PRC entity.However,the 5%withh

245、olding tax rate does not automatically apply and certain requirements must be satisfied,including,without limitation,that(a)the Hong Kong entity must be the beneficial owner of the relevant dividends;and(b)the Hong Kong entity mustdirectly hold no less than 25%share ownership in the PRC entity durin

246、g the 12 consecutive months preceding its receipt of the dividends.In currentpractice,a Hong Kong entity must obtain a tax resident certificate from the Hong Kong tax authority to apply for the 5%lower PRC withholding tax rate.As the Hong Kong tax authority will issue such a tax resident certificate

247、 on a case-by-case basis,we cannot assure you that we will be able to obtain thetax resident certificate from the relevant Hong Kong tax authority and enjoy the preferential withholding tax rate of 5%under the Double TaxationArrangement with respect to dividends to be paid by our PRC subsidiary to i

248、ts immediate holding company,Haoxin HK.As of the date of this prospectus,Haoxin WFOE currently does not have any plan to declare and pay dividends to Haoxin HK and we have not applied for the tax resident certificate fromthe relevant Hong Kong tax authority.Haoxin HK intends to apply for the tax res

249、ident certificate when Haoxin WFOE plans to declare and pay dividendsto Haoxin HK.When Haoxin WFOE plans to declare and pay dividends to Haoxin HK and when we intend to apply for the tax resident certificate fromthe relevant Hong Kong tax authority,we plan to inform the investors through SEC filings

250、,such as a current report on Form 6-K,prior to such actions.See“Risk Factors Risks Related to Our Business and Industry We are a holding company,and will rely on dividends paid by our subsidiaries for ourcash needs.Any limitation on the ability of our subsidiaries to make dividend payments to us,or

251、any tax implications of making dividend payments to us,could limit our ability to pay our parent company expenses or pay dividends to holders of our Class A ordinary shares.”As of the date of this prospectus,no transfers,dividends,or distributions have been made to date between the holding company a

252、nd its subsidiaries,or toinvestors.The Company does not expect to pay any cash dividends in the foreseeable future as it intends to use the earnings for research and development,to develop new products and to expand its operations.Implications of Holding Foreign Company Accountable Act(“HFCAA”)On Ma

253、rch 24,2021,the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of theHFCAA.An identified issuer will be required to comply with these rules if the SEC identifies it as having a“non-inspection”year under a process to besubsequently

254、established by the SEC.In June 2021,the Senate passed the Accelerating Holding Foreign Companies Accountable Act,which,if signedinto law,would reduce the time period for the delisting of foreign companies under the HFCAA to two consecutive years instead of three years.If ourauditor cannot be inspect

255、ed by the Public Company Accounting Oversight Board,or the PCAOB,for two consecutive years,the trading of our securitieson any U.S.national securities exchanges,as well as any over-the-counter trading in the U.S.,will be prohibited.On September 22,2021,the PCAOBadopted a final rule implementing the

256、HFCAA,which provides a framework for the PCAOB to use when determining,as contemplated under theHFCAA,whether the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because ofa position taken by one or more authorities in that ju

257、risdiction.On December 2,2021,the SEC issued amendments to finalize rules implementing thesubmission and disclosure requirements in the HFCAA.The rules apply to registrants that the SEC identifies as having filed an annual report with an auditreport issued by a registered public accounting firm that

258、 is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completelybecause of a position taken by an authority in foreign jurisdictions.On December 16,2021,the PCAOB issued a report on its determinations that it isunable to inspect or investigate completely PCAOB-regi

259、stered public accounting firms headquartered in mainland China and in Hong Kong,because ofpositions taken by PRC authorities in those jurisdictions.Our former auditor,Friedman,the independent registered public accounting firm that issued the audit report for the years ended December 31,2021,and2020

260、included elsewhere in this prospectus,is headquartered in Manhattan,New York,with no branches or offices outside of the United States.Friedmanis currently subject to PCAOB inspections on a regular basis.Our current auditor,Marcum Asia,an independent registered public accounting firm that reviewed th

261、e unaudited interim condensed consolidated financialstatements for the six months ended June 30,2022 and 2021,as an auditor of companies that are traded publicly in the United States and a firm registeredwith the PCAOB,is subject to laws in the United States pursuant to which the PCAOB conducts regu

262、lar inspections to assess its compliance with theapplicable professional standards.Marcum Asia is headquartered in Manhattan,New York,and is subject to inspection by the PCAOB on a regular basis.Therefore,we believe our auditors are not subject to the determinations as to the inability to inspect or

263、 investigate registered firms completely announcedby the PCAOB on December 16,2021.However,recent developments with respect to audits of China-based companies create uncertainty about theability of Friedman and Marcum Asia to fully cooperate with the PCAOBs request for audit workpapers without the a

264、pproval of the Chinese authorities.Additionally,on August 26,2022,the China Securities Regulatory Commission,the MOF,and the PCAOB signed the Protocol,governing inspectionsand investigations of audit firms based in China and Hong Kong.The Protocol remains unpublished and is subject to further explan

265、ation andimplementation.Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC,the PCAOB shall have independent discretion to select anyissuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC.We cannot assure you whether N

266、asdaq orregulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditors audit procedures andquality control procedures,adequacy of personnel and training,or sufficiency of resources,geographic reach or experience as it relates to th

267、e audit of ourfinancial statements.In the event it is later determined that the PCAOB is unable to inspect or investigate completely the Companys auditor because of aposition taken by an authority in a foreign jurisdiction,then such lack of inspection could cause trading in the Companys securities t

268、o be prohibited underthe HFCAA ultimately result in a determination by a securities exchange to delist the Companys securities.In addition,under the HFCAA,our securitiesmay be prohibited from trading on the Nasdaq or other U.S.stock exchanges if our auditor is not inspected by the PCAOB for three co

269、nsecutive years,which could be reduced to two consecutive years if the Accelerating Holding Foreign Companies Accountable Act is signed into law,and this ultimatelycould result in our ordinary shares being delisted by and exchange.See“The recent joint statement by the SEC and PCAOB,proposed rule cha

270、ngessubmitted by Nasdaq,and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emergingmarket companies upon assessing the qualification of their auditors,especially the non-U.S.auditors who are not inspected by the PCAOB.Thesedevelopme

271、nts could add uncertainties to our offering”on page 34.112023/2/14https:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htmhttps:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htm25/266 PRC Regulatory Permissions As of the date o

272、f this prospectus,aside from the necessary documentation needed in the ordinary course of business,such as business licenses,we and oursubsidiaries,(1)are not required to obtain permissions from any PRC authorities to operate our business or issue our securities to foreign investors,(2)arenot subjec

273、t to permission requirements from the China Securities Regulatory Commission,or the CSRC,the Cyberspace Administration of China,or theCAC,or any other PRC governmental agencies that is required to approve our PRC subsidiaries operations,and(3)have not received or were denial suchpermission by any PR

274、C authorities.Given the current PRC regulatory environment,it is uncertain when and whether we or our subsidiaries will berequired to obtain permission from the PRC government to list on the U.S.exchanges in the future,and even when such permission is obtained,whether itwill be denied or rescinded.W

275、e have been closely monitoring regulatory developments in China regarding any necessary approvals from the CSRC,CACor other PRC governmental authorities.However,there remains significant uncertainty as to the enactment,interpretation and implementation ofregulatory requirements related to overseas s

276、ecurities offerings and other capital market activities.If we and our subsidiaries(i)do not receive or maintainsuch permissions or approvals,should the approval is required in the future by the PRC government,(ii)inadvertently conclude that such permissions orapprovals are not required,or(iii)applic

277、able laws,regulations,or interpretations change and we are required to obtain such permissions or approvals inthe future,our operations and financial conditions could be materially adversely affected,and our ability to offer securities to investors could besignificantly limited or completely hindere

278、d and the securities currently being offered may substantially decline in value and be worthless.On August 8,2006,six PRC regulatory agencies jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by ForeignInvestors,or the M&A Rules,which came into effect on September 8

279、,2006 and were amended on June 22,2009.The M&A Rules requires that anoffshore special purpose vehicle formed for overseas listing purposes and controlled directly or indirectly by the PRC citizens shall obtain the approval ofthe China Securities Regulatory Commission prior to overseas listing and tr

280、ading of such special purpose vehicles securities on an overseas stockexchange.Based on our understanding of the Chinese laws and regulations in effect at the time of this prospectus,we will not be required to submit anapplication to the CSRC for its approval of this offering and the listing and tra

281、ding of our Class A ordinary shares on the Nasdaq under the M&A Rules.However,there remains some uncertainty as to how the M&A Rules will be interpreted or implemented,and the opinions of our PRC counsel are subjectto any new laws,rules and regulations or detailed implementations and interpretations

282、 in any form relating to the M&A Rules.We cannot assure you thatrelevant Chinese government agencies,including the CSRC,would reach the same conclusion.Recently,the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued theO

283、pinions on Strictly Cracking Down on Illegal Securities Activities(the“Opinions”),which were made available to the public on July 6,2021.TheOpinions on Strictly Cracking Down on Illegal Securities Activities emphasized the need to strengthen the administration over illegal securities activities,and

284、the need to strengthen the supervision over overseas listings by Chinese companies.Pursuant to the Opinions,Chinese regulators are required toaccelerate rulemaking related to the overseas issuance and listing of securities,and update the existing laws and regulations related to data security,cross-b

285、order data flow,and management of confidential information.Numerous regulations,guidelines and other measures are expected to be adopted under theumbrella of or in addition to the Cybersecurity Law and Data Security Law.As of the date of this prospectus,no official guidance or relatedimplementation

286、rules have been issued.As a result,the Opinions on Strictly Cracking Down on Illegal Securities Activities remain unclear on how theywill be interpreted,amended and implemented by the relevant PRC governmental authorities.On December 24,2021,the CSRC,together with other relevant government authoriti

287、es in China issued the Provisions of the State Council on theAdministration of Overseas Securities Offering and Listing by Domestic Companies(Draft for Comments),and the Measures for the Filing of OverseasSecurities Offering and Listing by Domestic Companies(Draft for Comments)(“Draft Overseas Listi

288、ng Regulations”).The Draft Overseas ListingRegulations requires that a PRC domestic enterprise seeking to issue and list its shares overseas(“Overseas Issuance and Listing”)shall complete thefiling procedures of and submit the relevant information to CSRC.The Overseas Issuance and Listing includes d

289、irect and indirect issuance and listing.Where an enterprise whose principal business activities are conducted in PRC seeks to issue and list its shares in the name of an overseas enterprise(“Overseas Issuer”)on the basis of the equity,assets,income or other similar rights and interests of the releva

290、nt PRC domestic enterprise,such activitiesshall be deemed an indirect overseas issuance and listing(“Indirect Overseas Issuance and Listing”)under the Draft Overseas Listing Regulations.Therefore,the proposed listing of our Class A ordinary shares on Nasdaq Capital Market would be deemed an Indirect

291、 Overseas Issuance and Listingunder the Draft Overseas Listing Regulations.As such,the Company would be required to complete the filing procedures of and submit the relevantinformation to CSRC after the Draft Overseas Listing Regulations become effective.On December 28,2021,the Cyberspace Administra

292、tion of China jointly with the relevant authorities formally published Measures for CybersecurityReview(2021)which took effect on February 15,2022 and replaced the former Measures for Cybersecurity Review(2020).Measures for CybersecurityReview(2021)stipulates that operators of critical information i

293、nfrastructure purchasing network products and services,and online platform operator(together with the operators of critical information infrastructure,the“Operators”)carrying out data processing activities that affect or may affect nationalsecurity,shall conduct a cybersecurity review,any online pla

294、tform operator who controls more than one million users personal information must gothrough a cybersecurity review by the cybersecurity review office if it seeks to be listed in a foreign country.Since we are not an Operator,nor do wecontrol more than one million users personal information,we would

295、not be required to apply for a cybersecurity review under the Measures forCybersecurity Review(2021).See“Risk FactorsRisks Related to Doing Business in China”on page 23 of this prospectus.122023/2/14https:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htmhttps:/ww

296、w.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htm26/266 We are not operating in an industry that prohibits or limits foreign investment.As a result,as advised by our PRC counsel,PacGate Law Group,otherthan those requisite for a domestic company in China to engage in

297、 the businesses similar to ours,we are not required to obtain any permission fromChinese authorities,including the CSRC,Cyberspace Administration of China or any other governmental agency that is required to approve ouroperations.However,if we do not receive or maintain the approvals,or we inadverte

298、ntly conclude that such approvals are not required,or applicable laws,regulations,or interpretations change such that we are required to obtain approval in the future,we may be subject to investigations by competentregulators,fines or penalties,ordered to suspend our relevant operations and rectify

299、any non-compliance,prohibited from engaging in relevant business orconducting any offering,and these risks could result in a material adverse change in our operations,significantly limit or completely hinder our ability tooffer or continue to offer securities to investors,or cause such securities to

300、 significantly decline in value or become worthless.As of the date of this prospectus,we and our PRC subsidiaries have received from PRC authorities all requisite licenses,permissions or approvals neededto engage in the businesses currently conducted in China,and no permission or approval has been d

301、enied.Such licenses and permissions include BusinessLicense and Road Freight Forwarding Operation Permit.The following table provides details on the licenses and permissions held by our PRCsubsidiaries.Approval Recipient Issuing body Date of grant Date of expiryRoad Freight Forwarding OperationPermi

302、t Ningbo Haoxin Ningbo TransportationCommittee March 16,2020 March 16,2024Business License Ningbo Haoxin Ningbo City Beilun DistrictMunicipal Administration forMarket Regulation August 4,2022 Long-termRoad Freight Forwarding OperationPermit Zhejiang Haoxin Ningbo TransportationCommittee November 13,

303、2019 November 11,2023Business License Zhejiang Haoxin Ningbo Beilun District MunicipalAdministration for MarketRegulation January 18,2022 Long-termRoad Freight Forwarding OperationPermit Haiyue Shenzhen TransportationCommittee June 17,2022 June 16,2026Business License Haiyue Shenzhen MunicipalAdmini

304、stration for MarketRegulation August 2,2022 July 10,2023Road Freight Forwarding OperationPermit Longanda Shenzhen TransportationCommittee July 15,2022 July 14,2026Business License Longanda Shenzhen MunicipalAdministration for MarketRegulation June 30,2021 Long-term As advised by our PRC counsel,PacG

305、ate Law Group,neither we nor any of our subsidiaries is currently required to obtain regulatory approval fromChinese authorities before listing in the U.S.under any existing PRC law,regulations or rules,including from the CSRC,the Cyberspace Administrationof China,or any other relevant Chinese regul

306、atory agencies that is required to approve our subsidiaries operations.However,the PRC government maytake actions to exert more oversight and control over offerings by China based issuers conducted overseas and/or foreign investment in such companies,which could significantly limit or completely hin

307、der our ability to offer or continue to offer securities to investors outside China and cause the value of oursecurities to significantly decline or become worthless.See“Risk Factors Risks Related to Doing Business in China The M&A Rules and certain otherPRC regulations establish complex procedures

308、for some acquisitions of Chinese companies by foreign investors,making it more difficult for us to pursuegrowth through acquisitions in China on page 31 and Substantial uncertainties exist with respect to the enactment timetable and final content of draftOverseas Listing Rules and how it and the Neg

309、ative List may impact the viability of our current corporate structure,corporate governance and businessoperations”on page 27.As advised by our PRC counsel,PacGate Law Group,as of the date of this prospectus,we are not required to obtain any permission from any PRCgovernmental authorities to offer s

310、ecurities to foreign investors.We have been closely monitoring regulatory developments in China regarding anynecessary approvals from the CSRC or other PRC governmental authorities required for overseas listings,including this offering.As of the date of thisprospectus,we have not received any inquir

311、y,notice,warning,sanctions or regulatory objection to this offering from the CSRC or other PRCgovernmental authorities.However,there remains significant uncertainty as to the enactment,interpretation and implementation of regulatoryrequirements related to overseas securities offerings and other capi

312、tal markets activities.If it is determined in the future that the approval of the CSRC,theCyberspace Administration of China or any other regulatory authority is required for this offering,we may face sanctions by the CSRC,the CyberspaceAdministration of China or other PRC regulatory agencies.These

313、regulatory agencies may impose fines and penalties on our operations in China,limitour ability to pay dividends outside of China,limit our operations in China,delay or restrict the repatriation of the proceeds from this offering into Chinaor take other actions that could have a material adverse effe

314、ct on our business,financial condition,results of operations and prospects,as well as thetrading price of our securities.The CSRC,the Cyberspace Administration of China or other PRC regulatory agencies also may take actions requiring us,or making it advisable for us,to halt this offering before sett

315、lement and delivery of our ordinary shares.Consequently,if you engage in market trading orother activities in anticipation of and prior to settlement and delivery,you do so at the risk that settlement and delivery may not occur.In addition,if theCSRC,the Cyberspace Administration of China or other r

316、egulatory PRC agencies later promulgate new rules requiring that we obtain their approvals forthis offering,we may be unable to obtain a waiver of such approval requirements,if and when procedures are established to obtain such a waiver.Anyuncertainties and/or negative publicity regarding such an ap

317、proval requirement could have a material adverse effect on the trading price of our securities.See“Risk Factors Risks Related to Doing Business in China The Chinese government exerts substantial influence over,and may intervene at any timein,the manner in which we must conduct our business activitie

318、s.We are currently not required to obtain approval from Chinese authorities to list on U.Sexchanges,however,if our subsidiaries or the holding company were required to obtain approval in the future and were denied permission from Chineseauthorities to list on U.S.exchanges,we will not be able to con

319、tinue listing on U.S.exchange,which would materially affect the interest of theinvestors”on page 23.132023/2/14https:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htmhttps:/www.sec.gov/Archives/edgar/data/1936817/0000177/ea172565-f1_haoxinhold.htm27/26

320、6 Risk Factor Summary Investing in our Ordinary Shares involves significant risks.You should carefully consider all of the information in this prospectus before making aninvestment in our Class A ordinary shares.Below please find a summary of the significant risks we face,organized under relevant he

321、adings.These risksare discussed more fully in the section titled“Risk factors”on page 23.Risk of new regulations,significant new government oversight in China.As a business operating in China,we are subject to the laws and regulations ofthe PRC,which can change quickly with little advance notice.The

322、 PRC government has the power to exercise significant oversight and discretion overthe conduct of our business,and the regulations to which we are subject may change rapidly and with little notice to us or our shareholders.Newregulations and policies,which may be adopted with little notice,could res

323、ult in a material change in our operations and/or the value of our ordinaryshares.See“Risk Factors Risks Related to Doing Business in China The M&A Rules and certain other PRC regulations establish complex proceduresfor some acquisitions of Chinese companies by foreign investors,making it more diffi

324、cult for us to pursue growth through acquisitions in China”on page31 and“Uncertainties in the interpretation and enforcement of Chinese laws and regulations could limit the legal protections available to us”on page 35.Risk of additional future government oversight and control over foreign offerings

325、of China-based companies.Recent statements by the Chinesegovernment have indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in Chinabased issuers.Although our business is not of the type currently subject to government review

326、 in China prior to a foreign securities offering,any futureaction by the PRC government expanding the categories of industries and companies whose foreign securities offerings are subject to review by the PRCgovernment could significantly limit or completely hinder our ability to offer or continue t

327、o offer securities to investors and could cause the value of suchsecurities to significantly decline or be worthless.See“Risk Factors Risks Related to Doing Business in China The M&A Rules and certain other PRCregulations establish complex procedures for some acquisitions of Chinese companies by for

328、eign investors,making it more difficult for us to pursuegrowth through acquisitions in China”on page 31 and“Substantial uncertainties exist with respect to the enactment timetable and final content of draftOverseas Listing Rules and how it and the Negative List may impact the viability of our curren

329、t corporate structure,corporate governance and businessoperations”on page 27.Uncertainties with respect to the PRC legal system.The PRC has not developed a fully integrated legal system,and recently enacted laws and regulationsmay not sufficiently cover all aspects of economic activities in the PRC.

330、In particular,the interpretation and enforcement of these laws and regulationsinvolve uncertainties.Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory provisions andcontractual terms,it may be difficult to evaluate the outcome of adm

331、inistrative and court proceedings and the level of legal protection we enjoy.Theseuncertainties may affect our judgment on the relevance of legal requirements and our ability to enforce our contractual rights or tort claims.See“RiskFactors Risks Related to Doing Business in China Uncertainties in th

332、e interpretation and enforcement of Chinese laws and regulations could limit thelegal protections available to us”on page 35.Potential Limitations on the ability to receive dividends from our PRC subsidiaries.We may rely on dividends and other distributions on equity paid byour PRC subsidiaries to f

333、und any cash and financing requirements we may have.Current PRC regulations permit our PRC subsidiaries to pay dividends totheir respective shareholders only out of their accumulated profits,if any,determined in accordance with PRC accounting standards and regulations.Inaddition,each of our PRC subsidiaries is required to draw 10%of its after-tax profits each year,if any,to fund a statutory reserv