As filed with the U.S. Securities and Exchange Commission on February 10, 2023

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale 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 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration 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(c) under the Securities Act, check the following box and list the Securities Act registration 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 following box and list the Securities Act registration 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

If an emerging growth company that prepares its financial statements in accordance with US GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

This is the initial public offering of our Class A ordinary shares of Haoxin Holdings Limited, a Cayman Islands exempted company, and we are offering Class A ordinary shares, par value $0.0001 per share. The offering price of our ordinary shares in this offering will be between $4 and $6 per share. Prior to this 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 such application, 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 A ordinary shares and Class B ordinary shares vote together as one class on all matters submitted to a vote by the shareholders at any general meeting of the Company 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) Class A ordinary share at any time at the option of the holder thereof but Class A ordinary 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 the discussion 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 Islands holding company. References to “we,” “us,” the “Company,” or “our company” refer to Haoxin Cayman and its subsidiaries. References to “PRC subsidiaries” refer to Haoxin Cayman’s subsidiaries established under the laws of the People’s Republic of China, or the PRC or China.

Haoxin Holdings Limited, or Haoxin Cayman, is a holding company incorporated in Cayman Islands. As a holding company with no material operations, Haoxin Cayman conducts a substantial majority of its operations through its subsidiaries established in the PRC. Investors in our ordinary shares should be aware that they will not and may never directly hold equity interests in the PRC operating entities, but rather purchasing equity solely in Haoxin Cayman, our Cayman Islands holding company. Haoxin Holdings Limited controls and receives the economic benefits of its PRC subsidiaries’ business operation, if any, through equity ownership. We do not use a Variable Interest Entity (“VIE”) structure. Furthermore, shareholders may face difficulties enforcing their legal rights under United States securities laws against us or our directors and officers who are located outside of the United States. See “Risk Factors – Risks Related to Doing Business in China – Uncertainties in the interpretation and enforcement of Chinese laws and regulations could limit the legal protections available to us” on page 35 and “Risk Factors – Risks Related to Our Business and Industry – You may have difficulty in effecting service of legal process, enforcing judgments or bringing actions in China against us or our directors and officers named in the prospectus based on foreign laws” and “Risk Factors – Risks Related to Our Business and Industry – You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or our directors and officers named in this prospectus based on Hong Kong laws” on page 50.

Because our operations are primarily located in the PRC through our subsidiaries, we are subject to certain legal and operational risks associated with our operations in China, including changes in the legal, political and economic policies of the Chinese government, the relations between China and the United States, or Chinese or United States regulations may materially and adversely affect our business, financial condition and results of operations. PRC laws and regulations governing our current business operations are sometimes vague and uncertain, and therefore, these risks may result in a material change in our operations and the value of our ordinary shares, or could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and cause the value of such securities to significantly decline or be worthless. Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas using a variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. As confirmed by our PRC counsel, PacGate Law Group, we will not be subject to cybersecurity review with the Cyberspace Administration of China, or the “CAC,” after the Cybersecurity Review Measures became effective on February 15, 2022, since we are not an online platform operator or a critical information infrastructure operator (as defined in the Cybersecurity Review Measures) carrying out data processing activities that affect or may affect national security, and currently do not have over one million users’ personal information and do not anticipate that we will be collecting over one million users’ personal information in the foreseeable future, which we understand might otherwise subject us to the Cybersecurity Review Measures; we are also not subject to network data security review by the CAC if the Draft Regulations on the Network Data Security Administration are enacted as proposed, since we currently do not have over one million users’ personal information and do not collect data that affects or may affect national security and we do not anticipate that we will be collecting over one million users’ personal information or data that affects or may affect national security in the foreseeable future, which we understand might otherwise subject us to the Security Administration Draft. See “Risk Factors – Risks Related to Doing Business in China – The Chinese government exerts substantial influence over, and may intervene at any time in, the manner in which we must conduct our business activities. We are currently not required to obtain approval from Chinese authorities to list on U.S exchanges, however, if our subsidiaries or the holding company were required to obtain approval in the future and were denied permission from Chinese 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 regulations in the PRC explicitly require us to seek approval from the China Securities Regulatory Commission for our overseas listing plan. As of the date of this prospectus, we and our PRC subsidiaries have not received any inquiry, notice, warning, or sanctions regarding our planned overseas listing from the China Securities Regulatory Commission or any other PRC governmental authorities. However, since these statements and regulatory actions by the PRC government are newly published and official guidance and related implementation rules have not been issued, it is highly uncertain how soon legislative or administrative regulation making bodies will respond and what existing or new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any, and the potential impact such modified or new laws and regulations will have on our daily business operation, the ability to accept foreign investments and list on a U.S. or other foreign exchange. The Standing Committee of the National People’s Congress, or the SCNPC, or other PRC regulatory authorities may in the future promulgate laws, regulations or implementing rules that requires our company or any of our subsidiaries to obtain regulatory approval from Chinese authorities before offering in the U.S. In other words, although the Company is currently not required to obtain permission from any of the PRC central or local government to obtain such permission and has not received any denial to list on the U.S. exchange, our operations could be adversely affected, directly or indirectly; our ability to offer, or continue to offer, securities to investors would be potentially hindered and the value of our securities might significantly decline or be worthless, by existing or future laws and regulations relating to its business or industry or by intervene or interruption by PRC governmental authorities, if we or our subsidiaries (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, (iii) applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, or (iv) any intervention or interruption by PRC governmental with little advance notice.

Our Hong Kong subsidiary, Haoxin HK, is a holding company and currently does not conduct and is not expected to conduct in the future any business. Hong Kong is currently a separate jurisdiction from mainland China. Pursuant to the Basic Law of the Hong Kong Special Administrative Region, or the “Basic Law,” which is a national law of the PRC and the constitutional document for Hong Kong, national laws and regulations of the 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 foreign affairs, as well as other matters outside the autonomy of Hong Kong). Although, we do not believe there will be material effects on our Hong Kong subsidiary resulting from the legal and operational risks relating to the PRC regulations, all the operational risks associated with being based in and having operations in mainland China as discussed in relevant risk factor 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 company’s operations in Hong Kong, if the laws applicable to China become applicable to entities and business in Hong Kong in the future. There is no assurance that (1) the Basic Law will not 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 other actions to promote the integration of Hong Kong legal system into the PRC legal system. Our Hong Kong subsidiary could be subject to more influence and/or control of the PRC government or even direct oversight or intervention thereof if the Hong Kong legal system becomes more integrated into the PRC legal system. As such, there remains regulatory uncertainty with respect to the implementation and interpretation of laws in China. We are subject to the risks of uncertainty about any future actions the Chinese government or authorities in Hong Kong may take in this regard and the PRC government may exert its significant authority to intervene or influence our Hong Kong subsidiary at any time, which could result 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 (our former auditor), a U.S.-based accounting firm that is registered with the Public Company Accounting Oversight Board, or the PCAOB, and Marcum Asia CPAs LLP (formerly known as Marcum Bernstein & Pinchuk LLP), or Marcum Asia (our current auditor), a U.S.-based accounting firm that is registered with the PCAOB, can both be inspected by the PCAOB, which historically adopts rule implementing the Holding Foreign Companies Accountable Act, or HFCAA. Therefore, the company is subject to regulations under the HCFAA. Pursuant to the HFCAA, if the PCAOB, is unable to inspect an issuer’s auditors for three consecutive years, the issuer’s securities are prohibited 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 completely registered public accounting firms headquartered in: (1) mainland China of the People’s Republic of China because of a position taken by one or more authorities in mainland China; and (2) Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in Hong Kong. Furthermore, the PCAOB’s report identified the specific registered public accounting firms which are subject to these determinations. 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 issuer’s securities from trading on any U.S. stock exchange if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years. As of the date of the prospectus, Friedman and Marcum Asia are not subject to the determinations as to inability to inspect or investigate completely as announced by the PCAOB on December 16, 2021. Friedman and Marcum Asia are based in the U.S. and are registered with PCAOB and subject to PCAOB inspection. Therefore, the Company is not currently affected by the HFCAA and related regulations. However, recently developments with respect to audits of China-based companies, create uncertainty about the ability of Friedman and Marcum Asia to fully cooperate with the PCAOB’s request for audit workpapers without the approval of the Chinese authorities. In the event it is later determined that the PCAOB is unable to inspect or investigate completely the Company’s auditor because of a position taken by an authority in a foreign jurisdiction, then such lack of inspection could cause trading in the Company’s securities to be prohibited under the HFCAA, and ultimately result in a determination by a securities exchange to delist the Company’s securities. On August 26, 2022, the PCAOB announced that it had signed a Statement of Protocol (the “Protocol”) with the China Securities Regulatory Commission and the Ministry of Finance of China. The Protocol, together with two protocol agreements governing inspections and investigations (together, the “Protocol Agreement”), establishes a specific, accountable framework to make possible complete inspections 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 public accounting firms headquartered in mainland China and Hong Kong completely in 2022. The PCAOB Board vacated its previous 2021 determinations that the PCAOB was unable to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong. However, whether the PCAOB will continue to be able to satisfactorily conduct inspections of PCAOB-registered public accounting firms headquartered in mainland China and Hong Kong is subject to uncertainties and depends on a number of factors out of our and our auditor’s control. The PCAOB continues to demand complete access in mainland China and Hong Kong moving forward and is making plans to resume regular inspections in early 2023 and beyond, as well as to continue pursuing ongoing investigations and initiate new investigations as needed. The PCAOB has also indicated that it will act immediately to consider the need to issue new determinations with the HFCAA if needed. See “Risk Factors – Risks Related to Doing Business in China – The recent joint statement by the SEC and PCAOB, proposed rule changes submitted by Nasdaq, and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our offering” on page 34.

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 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 Ningbo Haoxin, or Haoxin WFOE, and other domestic operating entities through the Hong Kong company, Haoxin HK. See “Corporate Structure” on page 3 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 and regulations of the PRC. After foreign investors’ funds enter Haoxin Cayman at the close of this offering, the funds can be directly transferred to Haoxin 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 transfer the dividends to Haoxin HK in accordance with the laws and regulations of the PRC, and then Haoxin HK will transfer the dividends to Haoxin BVI, which will transfer the dividends to Haoxin Cayman, and the dividends will be distributed from Haoxin Cayman to all shareholders respectively in proportion to the shares they hold, regardless of whether the shareholders are U.S. investors or investors in other countries or regions.

3. In the reporting periods presented in this prospectus, no transfers, dividends, or distributions have been made to date between the holding company and its subsidiaries, or to investors. For the foreseeable future, the Company intends to use the earnings for research and development, to develop 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 subsidiary’s operations and we do not anticipate any difficulties or limitations on our ability 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. Current PRC regulations permit our PRC subsidiaries to pay dividends to their respective shareholders only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, each of our PRC subsidiaries is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of each of their registered capitals. These reserves are not distributable as cash dividends. See “Regulations Relating to Dividend Distributions” on page 125 for more information.

To address persistent capital outflows and the RMB’s depreciation against the U.S. dollar in the fourth quarter of 2016, the People’s Bank of China and the State Administration of Foreign Exchange, or SAFE, have implemented a series of capital control measures in the subsequent months, including stricter vetting procedures for China-based companies to remit foreign currency for overseas acquisitions, dividend payments and shareholder loan repayments. The PRC government may continue to strengthen its capital controls and our PRC subsidiaries’ dividends and other distributions may be subject to tightened scrutiny in the future. The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit 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 the future, the instruments governing the debt 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 company 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 of directors and our chief executive officer, will beneficially own approximately 5.18% of our total issued and outstanding Class A ordinary shares and 100% of our total issued and outstanding Class B ordinary shares, representing 90.9% of our total voting power, assuming that the underwriters do not exercise their over-allotment option. As a result, we will be a “controlled company” as defined under the Nasdaq Stock Market Rules. As a “controlled company,” we are permitted to elect not to comply with certain corporate governance requirements. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting, transfer and conversion rights. Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to twenty votes and is convertible into one Class A ordinary share. Class A ordinary shares are not convertible into Class B ordinary shares under any circumstances.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

We expect our total cash expenses for this offering to be approximately $1.26 million, exclusive of the above discounts and expenses payable to the underwriters. In addition, we will pay additional items of value in connection with this offering that are viewed by the Financial Industry Regulatory Authority, or 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 shares offered 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 in China, however, until we complete capital contribution procedures that require prior approval from each of the respective local counterparts of China’s Ministry of Commerce, the State Administration for Market Regulations, and the State Administration of Foreign Exchange. See remittance procedures described at page 26 in the risk factor, “We must remit the offering proceeds to PRC before they may 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 determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The Underwriter expects to deliver the Class A ordinary shares against payment as set forth under “Underwriting”, on page 173.

Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus 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 other information that others may give you. We are offering to sell, and seeking offers to buy, shares of our ordinary share only in jurisdictions where offers and sales 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 prospectus or any sale of our Class A ordinary shares. Our business, financial condition, results of operations, and prospects may have changed since that date.

PROSPECTUS SUMMARY

This summary highlights information contained in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all of the information you should consider in making your investment decision. You should read the entire prospectus carefully before making an investment in our Class A ordinary shares. You should carefully consider, among other things, our consolidated financial statements and the related notes and the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

Prospectus Conventions

Throughout this prospectus, unless the context indicates otherwise, references to “Haoxin Cayman”, “we,” “us,” the “Company,” “our company” refer to Haoxin Holdings Limited, a holding company. References to “PRC subsidiaries” refer to the Haoxin Holdings Limited’s subsidiaries established under the laws of the People’s Republic of China. Unless otherwise indicated, in this prospectus, references to:

	●	“China” or the “PRC” refer to the People’s Republic of China, excluding Taiwan and the special administrative regions of Hong Kong and Macau for the purposes of this prospectus only;

	●	“Class A ordinary shares” refer to 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;

	●	“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;

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“Haoxin WFOE” or “Ningbo Haoxin” refer to Ningbo Haoxin International Logistics 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 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 translations of certain RMB amounts into US dollar amounts at specified rates solely for the convenience of the reader. All reference 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 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 China’s expectations of growth. We did not directly or indirectly sponsor or participate in the publication of such materials, and these materials are not incorporated in this prospectus other than to the extent specifically cited in this prospectus. We have sought to provide current information in this prospectus and believe that the statistics provided in this prospectus remain up-to-date and reliable, and these materials are not incorporated in this prospectus other than to the extent specifically cited in this prospectus.

Overview

We are a provider of temperature-controlled truckload service and urban delivery services in China with over 19 years of experience in the transportation industry. We started our urban delivery service business in 2003 and started expanding our business into temperature-controlled truckload service in 2016. We currently conduct all of our operations through our subsidiaries, Ningbo Haoxin, Zhejiang Haoxin, Longanda and Haiyue, and have experienced a steady growth in our business in recent years. The goods we take charge of transporting focus on factory logistics, which include electronic devices, chemicals, fruit, food and commercial goods. After continuous development, we have been recognized and accredited by the China Federation of Logistics 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 61 vans, 20 tractors and 4 vans of which are under capital lease. We do not use vehicles under 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. Given the large scale of our fleet, we offer both network density and broad geographic coverage to meet our customers’ diverse transportation needs within the PRC. Our business has created a successful business model that has allowed us to expand our customer base and market coverage whilst maintaining good relationships with our existing customers.

We mainly provide transportation services with our large and medium-sized temperature-controlled logistics transportation vehicles, and charge our customers based on mileage. In addition to temperature-controlled truckload services, we also provide urban delivery services with our medium-sized vans to customers who have short-distance, intra-city delivery needs. The sales revenue generated from temperature-controlled truckload service accounts for about 80.3% and the urban delivery service accounts for approximate 19.7% out of our total sales revenue in June 30, 2022. The sales revenue generated from temperature-controlled truckload service accounts for about 75.5% and the urban delivery service accounts for approximate 24.5% out of our total sales revenue in 2021. We optimize the loading of the vehicles on the forward and return journeys to reduce costs.

We adopt high standards for our own services and provide customers with high-quality, safe and standardized services. We also use a digitized management system in which temperature control can be accessed throughout the whole transportation process through advanced vehicle GPS positioning and real-time temperature monitoring system. We also pay special attention to safe operation and conduct regular safety training and emergency drills to enhance our drivers’ safety awareness. Additionally, we have installed safety systems and warning systems on each vehicle to reduce likelihood of accident.

We plan on consolidating the products that we transport and build cold temperature warehouses to reduce costs. We also plan to obtain relevant qualifications for pharmaceuticals and incorporate medicine transportation into our daily business. We will aim to strengthen informatization construction to integrate the existing vehicle 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 China by offering punctual, cost-effective, capable and intelligent transportation services, while maintaining a sizeable fleet of transportation vehicles of our own as well as reliable subcontracting arrangements. Given that the transportation industry in many regions of China is still underrepresented, we aim to capture additional market share by leveraging our strengths we have developed during the past 19 years and continue to grow our business by implementing a number of strategies as described in “Our Strategies” below.

Our Services

We are a provider of temperature-controlled truckload services and urban delivery services within China. We started to operate urban delivery services in 2003. As of June 30, 2022, we own 70 tractors, 155 trailers and 61 vans, 20 tractors and 4 vans of which are under capital lease. We do not use vehicles under 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 transportation network to meet the transportation needs 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 when 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 also maximize usage of our vehicles by striving to fully load both the outbound and inbound trips.

Our Competitive Strengths

We believe that the following competitive strengths are the key factors that have contributed to our success to date:

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We have built a sizeable fleet and established solid reputation in the temperature-controlled logistics industry in East China to provide a sustainable, quality and reliable truckload services.

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Our operation is digitized.

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We have established well-functioned network.

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Our executive directors and senior management personnel possess extensive industry expertise and strong execution capability.

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Long-standing relationship with our sizeable and reputable customers in the PRC.

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We value safety awareness and take effective measures to ensure the safety operation of the fleet.

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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 can be positioned as a leading player in the transportation industry in the PRC. We plan to implement the following strategies to further develop our transportation business and reputation in the PRC.

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Expand and upgrade our fleet size

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Install urban delivery services

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Expand our business in the cold chain industry

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Establish cold storage and warehouse

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Establish a platform of logistics supply chain management system

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Provide supply chain financial services

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Strengthen our information technology systems

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Continue to attract, train and retain skilled employees to support future growth and expansion

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Further expansion into new markets by enhancing our sales and marketing efforts

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Maintain stable relationships with our major customers and suppliers and expand our customer base

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Acquire and invest in strategic entities

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. The pandemic has resulted in quarantines, travel restrictions, and the temporary closure of stores and business facilities globally for the past two years. In March 2020, the World Health Organization declared the COVID-19 as a pandemic. Furthermore, the effects of a subvariant of the Omicron variant of COVID-19, which may spread 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, China’s policy of effecting closures to avoid infections, including the recent lockdown in many provinces and municipalities in China, could affect our results 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, we believe there is a risk that our business, operations, and financial condition will be adversely affected. Potential impact to our results of operations will depend on future developments and new information that may emerge regarding the duration and severity of the COVID-19 and the actions taken by government authorities 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:

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Temporary office closures and travel restrictions. In order to comply with government health emergency rules and to coincide with the Chinese New 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 business, 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 from our top 10 customers reduced by $1,516,035 or 21.5% for the six months ended June 30, 2022. However, we generated $1,817,178 from 49 new customers 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 months ended June 30, 2022 as compared to $10,426,269 for the six months ended June 30, 2021. No customer contract has been terminated due to COVID-19. While our subcontractors have been negatively impacted by the COVID-19 pandemic, the vehicles provided by our subcontractors are still able to satisfy the needs required.

●

Extended Collection Time and Increase in Bad Debts. Our customers may require additional time to pay us or fail to pay us which may require us to record additional allowances. In order to faithfully reflect the performance and condition of the Company, we had temporally revised our policy of allowance for doubtful accounts with additional allowances recorded in anticipation of any occurrence of extended collection time and bad 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 as compared to $22,605 for the six months ended June 30, 2021. However, we are currently working with our customers for payments and have not experienced 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 the total cost of our operation. We are required to 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 Mechanism for COVID-19 under State Counsel, the Chinese authorities had eased the strict management on COVID-19, including the removal of quarantine rule for inbound travelers. The policy may lead to a nationwide wave of infections and may affect the health condition of our employees. Consequently, we experienced a short period of workforce shortage as some of our drivers had been infected during the last week of December 2022. With the support of our subcontractors, there are no material losses observed during the period. As of the date of this prospectus, all of our drivers are in duty. The uncertainty of the 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 response to the coronavirus cannot be reasonably estimated at this time. For a detailed description of the risks associated with the novel coronavirus, see “Risk Factors—Risks Related to Our Business and Industry—Our business could be materially harmed by the ongoing coronavirus (COVID-19) pandemic.”

In response to 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 contact among employees;

●

For personnel who enter and exit our sites daily, we require each person to have his or her body temperature taken and disclose information relevant for contact tracing;

●

We ensure that we have available pandemic prevention materials (such as masks, gloves, hand sanitizers and cleaning products) and monitoring sites for quarantine;

●

We take necessary control measures 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 of virus transmission;

●

We have implemented administrative measure for work-from-home during quarantine or lock down.

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 the blockage in the cooperating businesses’ logistics and operations. A large number of planned orders were postponed as a result. Beginning in June 2020, as the 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 still face months-long delays.

Summary of Financial Position and Cash Flows of Haoxin Cayman and its Subsidiaries

The audited financial statements included in this prospectus reflect financial position, and cash flows of the Haoxin Cayman, together with those of its subsidiaries operated in China, on a consolidated basis. The tables below are condensed consolidating schedules summarizing separately the financial position, operation results and cash flows of the Haoxin Cayman (“Parent Company” in the tables 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
	Parent Company			Subsidiaries			Subtotal			Elimination			Consolidated			Parent Company		Subsidiaries		Subtotal		Elimination			Consolidated
	USD			USD			USD			USD			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			-			5,051,020			-		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 from related 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 AND EQUIPMENT, NET		-			1,902,139			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 offering costs		133,557			17,916			151,473			-			151,473			-		-		-		-			-
Investment in subsidiaries		10,007,155			-			10,007,155			(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

LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Short-term bank borrowings	$	-		$	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 and accrued liabilities		-			700,621			700,621			-			700,621			-		1,119,630		1,119,630		-			1,119,630
Amount due to related parties		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 of long-term bank borrowings		-			145,763			145,763			-			145,763			-		153,183		153,183		-			153,183
Current portion of capital lease and financing obligations		-			109,224			109,224			-			109,224			-		359,760		359,760		-			359,760
Current maturities of loans from other financial 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		11,255,177		-			11,255,177

OTHER LIABILITIES
Long-term bank borrowings		-			23,344			23,344			-			23,344			-		101,124		101,124		-			101,124
Long-term portion of capital lease and financing obligations		-			-			-			-			-			-		-		-		-			-
Long-term loans from other financial institutions		-			-			-			-			-			-		143,070		143,070		-			143,070
Total other liabilities		-			23,344			23,344			-			23,344			-		244,194		244,194		-			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 AND CONTINGENCIES		-			-			-			-			-			-		-		-		-			-

SHAREHOLDERS’ EQUITY
Class A ordinary shares: $0.0001 par value, 400,000,000 shares authorized, 556 shares issued and outstanding as of June 30, 2022 and December 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 value, 100,000,000 shares authorized, 444 shares issued and outstanding as of June 30, 2022 and December 31, 2021		-			-			-			-			-			-		-		-		-			-
Additional paid-in capital		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			475,809		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 other comprehensive income		(205,783	)		(205,783	)		(411,566	)		205,783			(205,783	)		278,220		278,220		556,440		(278,220	)		278,220
Total shareholders’ equity		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 and shareholders’ 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

	For the Six Months Ended June 30, 2022															For the Six Months Ended June 30, 2021
	Parent Company			Subsidiaries			Subtotal			Elimination			Consolidated			Parent Company			Subsidiaries			Subtotal			Elimination			Consolidated
	USD			USD			USD			USD			USD			USD			USD			USD			USD			USD
Cash flows from operating 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 reconcile net income to net cash provided by operating activities:
Gain on disposals of equipment		-			-			-			-			-			-			(7,752	)		(7,752	)		-			(7,752	)
Provision for doubtful accounts		-			280,766			280,766			-			280,766			-			22,604			22,604			-			22,604
Amortization of deferred financing fees		-			408			408			-			408			-			23,885			23,885			-			23,885
Depreciation for property and equipment		-			531,180			531,180			-			531,180			-			596,096			596,096			-			596,096
Deferred income tax benefit		-			(64,508	)		(64,508	)		-			(64,508	)		-			(13,026	)		(13,026	)		-			(13,026	)
Changes in operating assets 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	)		-			(949,437	)
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 and accrued liabilities		-			(377,400	)		(377,400	)					(377,400	)		-			251,795			251,795			-			251,795
Tax payables		-			57,269			57,269			-			57,269			-			531,352			531,352			-			531,352
Equity income of subsidiaries		(1,597,116	)		-			(1,597,116	)		1,597,116			-			(1,587,573	)		-			(1,587,573	)		1,587,573			-
Net cash (used in) provided by operating activities		(210,000	)		(770,941	)		(980,941	)		-			(980,941	)		-			2,052,126			2,052,126			-			2,052,126

Cash flows from investing activities:		-			-			-			-			-			-			-			-			-			-
Purchases of equipment		-			(25,267	)		(25,267	)		-			(25,267	)		-			(195,918	)		(195,918	)		-			(195,918	)
Net cash used in investing activities		-			(25,267	)		(25,267	)		-			(25,267	)		-			(195,918	)		(195,918	)		-			(195,918	)

Cash flows from financing activities:
Proceeds from short-term bank borrowings		-			1,984,144			1,984,144			-			1,984,144			-			1,314,409			1,314,409			-			1,314,409
Repayment of short-term bank borrowings		-			(1,544,129	)		(1,544,129	)		-			(1,544,129	)		-			(792,322	)		(792,322	)		-			(792,322	)
Proceeds from long-term bank borrowings		-			-			-			-			-			-			91,214			91,214			-			91,214
Repayment of long-term bank borrowings		-			(75,322	)		(75,322	)		-			(75,322	)		-			(1,668	)		(1,668	)		-			(1,668	)
Loans from other financial institution		-			46,290			46,290			-			46,290			-			909,203			909,203			-			909,203
Repayments of Loans from other financial institutions		-			(284,313	)		(284,313	)		-			(284,313	)		-			(979,813	)		(979,813	)		-			(979,813	)
Repayments of obligations under capital leases		-			(241,323	)		(241,323	)		-			(241,323	)		-			(486,325	)		(486,325	)		-			(486,325	)
Amounts advanced from related parties		210,000			5,090,090			5,300,090			-			5,300,090			-			639,405			639,405			-			639,405
Repayments to related parties		-			(4,012,368	)		(4,012,368	)		-			(4,012,368	)		-			(2,496,493	)		(2,496,493	)		-			(2,496,493	)
Net cash provided by (used in) financing activities		210,000			963,069			1,173,069			-			1,173,069			-			(1,802,390	)		(1,802,390	)		-			(1,802,390	)

Effect of exchange rate change on cash		-			(202,544	)		(202,544	)		-			(202,544	)		-			2,326			2,326			-			2,326

Net (decrease) increase in cash and restricted cash		-			(35,683	)		(35,683	)		-			(35,683	)		-			56,144			56,144			-			56,144

Cash and restricted cash at beginning of the year		-			780,728			780,728			-			780,728			-			213,013			213,013			-			213,013

Cash and restricted cash at end of the year	$	-		$	745,045		$	745,045		$	-		$	745,045		$	-		$	269,157		$	269,157		$	-		$	269,157

	As of December 31, 2021											As of December 31, 2020
	Parent Company		Subsidiaries		Subtotal		Elimination			Consolidated		Parent Company		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		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 from related 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		-			17,466,665		-		8,766,957		8,766,957		-			8,766,957
													-						-
PROPERTY AND EQUIPMENT, 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 in subsidiaries		8,894,042		-		8,894,042		(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 SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Short-term bank borrowings	$	-	$	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 and accrued liabilities		-		1,119,630		1,119,630		-			1,119,630		-		766,358		766,358		-			766,358
Amount due to related parties		-		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 of long-term bank borrowings		-		153,183		153,183		-			153,183		-		63,668		63,668		-			63,668
Current portion of capital lease and financing obligations		-		359,760		359,760		-			359,760		-		983,325		983,325		-			983,325
Current maturities of loans from other financial institutions		-		689,006		689,006		-			689,006		-		1,011,463		1,011,463		-			1,011,463
Total current liabilities		-		11,255,177		11,255,177		-			11,255,177		-		8,510,919		8,510,919		-			8,510,919

OTHER LIABILITIES
Long-term bank borrowings		-		101,124		101,124		-			101,124		-		-		-		-			-
Long-term portion of capital lease and financing obligations		-		-		-		-			-		-		351,506		351,506		-			351,506
Long-term loans from other financial institutions		-		143,070		143,070		-			143,070		-		287,971		287,971		-			287,971
Total other liabilities		-		244,194		244,194		-			244,194		-		639,477		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 AND CONTINGENCIES

SHAREHOLDERS’ EQUITY
Class A ordinary shares: $0.0001 par value, 400,000,000 shares authorized, 556 shares issued and outstanding as of December 31, 2021 and 2020		-		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 value, 100,000,000 shares authorized, 444 shares issued and outstanding as of December 31, 2021 and 2020		-		-		-		-			-		-		-		-		-			-
Additional paid-in capital		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	)		77,480
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 other comprehensive income		278,220		278,220		556,440		(278,220	)		278,220		133,575		133,575		267,150		(133,575	)		133,575
Total shareholders’ equity		8,894,042		8,894,042		17,788,084		(8,894,042	)		8,894,042		3,479,949		3,479,949		6,959,898		(3,479,949	)		3,479,949
Total liabilities and shareholders’ 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

	For the Year Ended December 31, 2021															For the Year Ended December 31, 2020
	Parent Company			Subsidiaries			Sub Total			Elimination			Consolidated			Parent Company			Subsidiaries			Sub Total			Elimination			Consolidated
	USD			USD			USD			USD			USD			USD			USD			USD			USD			USD
Cash flows from operating 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 to reconcile net income to net cash provided by operating activities:											-
Gain on disposals of equipment		-			(218,955	)		(218,955	)		-			(218,955	)		-			(286,903	)		(286,903	)		-			(286,903	)
Provision for doubtful accounts		-			61,514			61,514			-			61,514			-			791			791			-			791
Amortization of deferred financing fees		-			67,150			67,150			-			67,150			-			35,800			35,800			-			35,800
Depreciation for property and equipment		-			1,281,742			1,281,742			-			1,281,742			-			1,338,564			1,338,564			-			1,338,564
Deferred income tax benefit		-			(20,978	)		(20,978	)		-			(20,978	)		-			(95	)		(95	)		-			(95	)
Changes in operating assets 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 receivables		-			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 and accrued liabilities		-			329,568			329,568			-			329,568			-			(7,352	)		(7,352	)		-			(7,352	)
Tax payables		-			2,450,302			2,450,302			-			2,450,302			-			655,522			655,522			-			655,522
Equity income of subsidiaries		(5,269,448	)		-			(5,269,448	)		5,269,448			-			(1,554,888	)		-			(1,554,888	)		1,554,888
Net cash provided by operating activities		-			1,538,926			1,538,926			-			1,538,926			-			2,462,170			2,462,170			-			2,462,170

Cash flows from investing activities:											-
Purchases of equipment		-			(287,633	)		(287,633	)		-			(287,633	)		-			(652,080	)		(652,080	)		-			(652,080	)
Proceeds from disposal of equipment		-			78			78			-			78			-			347,179			347,179			-			347,179
Net cash used in investing activities		-			(287,555	)		(287,555	)		-			(287,555	)		-			(304,901	)		(304,901	)		-			(304,901	)

Cash flows from financing activities:											-
Proceeds from short-term bank borrowings		-			1,895,030			1,895,030			-			1,895,030			-			1,679,535			1,679,535			-			1,679,535
Repayment of short-term bank borrowings		-			(1,753,790	)		(1,753,790	)		-			(1,753,790	)		-			(898,214	)		(898,214	)		-			(898,214	)
Proceeds from long-term bank borrowings		-			275,900			275,900			-			275,900			-			-			-			-			-
Repayment of long-term bank borrowings		-			(50,970	)		(50,970	)		-			(50,970	)		-			(199,016	)		(199,016	)		-			(199,016	)
Loans from other financial institution		-			840,875			840,875			-			840,875			-			278,740			278,740			-			278,740
Repayments of Loans from other financial institutions		-			(1,332,739	)		(1,332,739	)		-			(1,332,739	)		-			(1,483,814	)		(1,483,814	)		-			(1,483,814	)
Repayments of obligations under capital leases		-			(1,165,221	)		(1,165,221	)		-			(1,165,221	)		-			(201,217	)		(201,217	)		-			(201,217	)
Amounts advanced from related parties		-			762,327			762,327			-			762,327			-			7,165			7,165			-			7,165
Repayments to related parties		-			(166,883	)		(166,883	)		-			(166,883	)		-			(1,620,107	)		(1,620,107	)		-			(1,620,107	)
Net cash used in financing activities		-			(695,471	)		(695,471	)		-			(695,471	)		-			(2,436,928	)		(2,436,928	)		-			(2,436,928	)

Effect of exchange rate change on cash		-			11,815			11,815			-			11,815			-			15,795			15,795			-			15,795

Net increase (decrease in cash and restricted cash)		-			567,715			567,715			-			567,715			-			(263,864	)		(263,864	)		-			(263,864	)

Cash and restricted cash at beginning of the year		-			213,013			213,013			-			213,013			-			476,877			476,877			-			476,877

Cash and restricted cash at end of the year	$	-		$	780,728		$	780,728		$	-		$	780,728		$	-		$	213,013		$	213,013		$	-		$	213,013

The parent company, Haoxin Cayman, does not conduct operations separately from its subsidiaries operated in China. Accordingly, the results of operations set forth in the consolidated financial statements for the six months ended June 30, 2022 and for the years ended December 31, 2021 and 2020 in this prospectus are solely those of subsidiaries operated in China.

Transfers of Cash to and from Our Subsidiaries

Haoxin Holdings Limited, or Haoxin Cayman, is a holding company with no operations of its own. We conduct our operations in China primarily through our subsidiaries in China. We may rely on dividends to be paid by our PRC subsidiaries to fund our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders, to service any debt we may incur and to pay our operating expenses. If our PRC subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions 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 capital contributions without restrictions on the amount of the funds, subject to satisfaction of applicable government registration, approval and filing requirements. Haoxin HK is also permitted under the laws of Hong Kong to provide funding to Haoxin Cayman and Haoxin BVI through dividend distribution without restrictions on the amount of the funds. As of the date of this prospectus, there has been no distribution of dividends, transfer of cash or assets 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 declaring or paying any dividends in the foreseeable future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering our financial condition, results of operations, capital requirements, contractual requirements, business prospects and other factors the board of directors deems relevant, and subject to the restrictions contained in any future 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 time and of such an amount as they think fit if they are satisfied, on reasonable grounds, that immediately following the dividend the value of our assets will exceed 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 laws and regulations of the PRC do not currently have any material impact on transfer of cash from Haoxin Cayman to Haoxin HK or from Haoxin HK to Haoxin Cayman. There are no restrictions or limitation under the laws of Hong Kong imposed on the conversion of HK dollar into foreign currencies and the remittance of currencies out of Hong Kong or across borders 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 in accordance with Chinese accounting standards and regulations. In addition, each of our subsidiaries in China is required to set aside at least 10% of its after-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 be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation.

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 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 a rate of up to 10.0%.

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 and Longanda, to Haoxin WFOE, from Haoxin WFOE to Haoxin HK, from Haoxin 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 PRC subsidiaries have not made any transfers or distributions.

Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, or the Double Tax Avoidance Arrangement, the 10% withholding tax rate may be lowered to 5% if a Hong Kong resident enterprise owns no less than 25% of a PRC entity. However, the 5% withholding 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 must directly hold no less than 25% share ownership in the PRC entity during the 12 consecutive months preceding its receipt of the dividends. In current practice, 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 on a case-by-case basis, we cannot assure you that we will be able to obtain the tax resident certificate from the relevant Hong Kong tax authority and enjoy the preferential withholding tax rate of 5% under the Double Taxation Arrangement with respect to dividends to be paid by our PRC subsidiary to its 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 from the relevant Hong Kong tax authority. Haoxin HK intends to apply for the tax resident certificate when Haoxin WFOE plans to declare and pay dividends to 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 from the relevant Hong Kong tax authority, we plan to inform the investors through SEC filings, 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 our cash needs. Any limitation on the ability of our subsidiaries to make dividend payments to us, or 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 and its subsidiaries, or to investors. 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 March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the HFCAA. 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 be subsequently established by the SEC. In June 2021, the Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if signed into law, would reduce the time period for the delisting of foreign companies under the HFCAA to two consecutive years instead of three years. If our auditor cannot be inspected by the Public Company Accounting Oversight Board, or the PCAOB, for two consecutive years, the trading of our securities on 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 PCAOB adopted a final rule implementing the HFCAA, which provides a framework for the PCAOB to use when determining, as contemplated under the HFCAA, whether the PCAOB is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction. On December 2, 2021, the SEC issued amendments to finalize rules implementing the submission and disclosure requirements in the HFCAA. The rules apply to registrants that the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction and that PCAOB is unable to inspect or investigate completely because of a position taken by an authority in foreign jurisdictions. On December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, because of positions 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, and 2020 included elsewhere in this prospectus, is headquartered in Manhattan, New York, with no branches or offices outside of the United States. Friedman is currently subject to PCAOB inspections on a regular basis.

Our current auditor, Marcum Asia, an independent registered public accounting firm that reviewed the unaudited interim condensed consolidated financial statements 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 registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable 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 investigate registered firms completely announced by the PCAOB on December 16, 2021. However, recent developments with respect to audits of China-based companies create uncertainty about the ability of Friedman and Marcum Asia to fully cooperate with the PCAOB’s request for audit workpapers without the approval of the Chinese authorities. Additionally, on August 26, 2022, the China Securities Regulatory Commission, the MOF, and the PCAOB signed the Protocol, governing inspections and investigations of audit firms based in China and Hong Kong. The Protocol remains unpublished and is subject to further explanation and implementation. Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. We cannot assure you whether Nasdaq or regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditor’s audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach or experience as it relates to the audit of our financial statements. In the event it is later determined that the PCAOB is unable to inspect or investigate completely the Company’s auditor because of a position taken by an authority in a foreign jurisdiction, then such lack of inspection could cause trading in the Company’s securities to be prohibited under the HFCAA ultimately result in a determination by a securities exchange to delist the Company’s securities. In addition, under the HFCAA, our securities may be prohibited from trading on the Nasdaq or other U.S. stock exchanges if our auditor is not inspected by the PCAOB for three consecutive years, which could be reduced to two consecutive years if the Accelerating Holding Foreign Companies Accountable Act is signed into law, and this ultimately could result in our ordinary shares being delisted by and exchange. See “The recent joint statement by the SEC and PCAOB, proposed rule changes submitted by Nasdaq, and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our offering” on page 34.

PRC Regulatory Permissions

As of the date of this prospectus, aside from the necessary documentation needed in the ordinary course of business, such as business licenses, we and our subsidiaries, (1) are not required to obtain permissions from any PRC authorities to operate our business or issue our securities to foreign investors, (2) are not subject to permission requirements from the China Securities Regulatory Commission, or the CSRC, the Cyberspace Administration of China, or the CAC, or any other PRC governmental agencies that is required to approve our PRC subsidiaries’ operations, and (3) have not received or were denial such permission by any PRC authorities. Given the current PRC regulatory environment, it is uncertain when and whether we or our subsidiaries will be required 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 it will be denied or rescinded. We have been closely monitoring regulatory developments in China regarding any necessary approvals from the CSRC, CAC or other PRC governmental authorities. However, there remains significant uncertainty as to the enactment, interpretation and implementation of regulatory requirements related to overseas securities offerings and other capital market activities. If we and our subsidiaries (i) do not receive or maintain such permissions or approvals, should the approval is required in the future by the PRC government, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future, our operations and financial conditions could be materially adversely affected, and our ability to offer securities to investors could be significantly limited or completely hindered 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 Foreign Investors, or the M&A Rules, which came into effect on September 8, 2006 and were amended on June 22, 2009. The M&A Rules requires that an offshore special purpose vehicle formed for overseas listing purposes and controlled directly or indirectly by the PRC citizens shall obtain the approval of the China Securities Regulatory Commission prior to overseas listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. 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 an application to the CSRC for its approval of this offering and the listing and trading 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 subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules. We cannot assure you that relevant 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 the Opinions on Strictly Cracking Down on Illegal Securities Activities (the “Opinions”), which were made available to the public on July 6, 2021. The Opinions on Strictly Cracking Down on Illegal Securities Activities emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings by Chinese companies. Pursuant to the Opinions, Chinese regulators are required to accelerate rulemaking related to the overseas issuance and listing of securities, and update the existing laws and regulations related to data security, cross-border data flow, and management of confidential information. Numerous regulations, guidelines and other measures are expected to be adopted under the umbrella of or in addition to the Cybersecurity Law and Data Security Law. As of the date of this prospectus, no official guidance or related implementation rules have been issued. As a result, the Opinions on Strictly Cracking Down on Illegal Securities Activities remain unclear on how they will be interpreted, amended and implemented by the relevant PRC governmental authorities.

On December 24, 2021, the CSRC, together with other relevant government authorities in China issued the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), and the Measures for the Filing of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (“Draft Overseas Listing Regulations”). The Draft Overseas Listing Regulations requires that a PRC domestic enterprise seeking to issue and list its shares overseas (“Overseas Issuance and Listing”) shall complete the filing procedures of and submit the relevant information to CSRC. The Overseas Issuance and Listing includes direct 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 relevant PRC domestic enterprise, such activities shall 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 Overseas Issuance and Listing under the Draft Overseas Listing Regulations. As such, the Company would be required to complete the filing procedures of and submit the relevant information to CSRC after the Draft Overseas Listing Regulations become effective.

On December 28, 2021, the Cyberspace Administration of China jointly with the relevant authorities formally published Measures for Cybersecurity Review (2021) which took effect on February 15, 2022 and replaced the former Measures for Cybersecurity Review (2020). Measures for Cybersecurity Review (2021) stipulates that operators of critical information infrastructure 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 national security, shall conduct a cybersecurity review, any online platform operator who controls more than one million users’ personal information must go through 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 we control more than one million users’ personal information, we would not be required to apply for a cybersecurity review under the Measures for Cybersecurity Review (2021). See “Risk Factors—Risks Related to Doing Business in China” on page 23 of this prospectus.

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, other than those requisite for a domestic company in China to engage in the businesses similar to ours, we are not required to obtain any permission from Chinese authorities, including the CSRC, Cyberspace Administration of China or any other governmental agency that is required to approve our operations. However, if we do not receive or maintain the approvals, or we inadvertently 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 competent regulators, fines or penalties, ordered to suspend our relevant operations and rectify any non-compliance, prohibited from engaging in relevant business or conducting any offering, and these risks could result in a material adverse change in our operations, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to 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 needed to engage in the businesses currently conducted in China, and no permission or approval has been denied. Such licenses and permissions include Business License and Road Freight Forwarding Operation Permit. The following table provides details on the licenses and permissions held by our PRC subsidiaries.

Approval	Recipient	Issuing body	Date of grant	Date of expiry
Road Freight Forwarding Operation Permit	Ningbo Haoxin	Ningbo Transportation Committee	March 16, 2020	March 16, 2024
Business License	Ningbo Haoxin	Ningbo City Beilun District Municipal Administration for Market Regulation	August 4, 2022	Long-term
Road Freight Forwarding Operation Permit	Zhejiang Haoxin	Ningbo Transportation Committee	November 13, 2019	November 11, 2023
Business License	Zhejiang Haoxin	Ningbo Beilun District Municipal Administration for Market Regulation	January 18, 2022	Long-term
Road Freight Forwarding Operation Permit	Haiyue	Shenzhen Transportation Committee	June 17, 2022	June 16, 2026
Business License	Haiyue	Shenzhen Municipal Administration for Market Regulation	August 2, 2022	July 10, 2023
Road Freight Forwarding Operation Permit	Longanda	Shenzhen Transportation Committee	July 15, 2022	July 14, 2026
Business License	Longanda	Shenzhen Municipal Administration for Market Regulation	June 30, 2021	Long-term

As advised by our PRC counsel, PacGate Law Group, neither we nor any of our subsidiaries is currently required to obtain regulatory approval from Chinese authorities before listing in the U.S. under any existing PRC law, regulations or rules, including from the CSRC, the Cyberspace Administration of China, or any other relevant Chinese regulatory agencies that is required to approve our subsidiaries’ operations. However, the PRC government may take 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 hinder our ability to offer or continue to offer securities to investors outside China and cause the value of our securities to significantly decline or become worthless. See “Risk Factors – Risks Related to Doing Business in China – The M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, making it more difficult for us to pursue growth through acquisitions in China on page 31 and Substantial uncertainties exist with respect to the enactment timetable and final content of draft Overseas Listing Rules and how it and the Negative List may impact the viability of our current corporate structure, corporate governance and business operations” 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 PRC governmental authorities to offer securities to foreign investors. We have been closely monitoring regulatory developments in China regarding any necessary approvals from the CSRC or other PRC governmental authorities required for overseas listings, including this offering. As of the date of this prospectus, we have not received any inquiry, notice, warning, sanctions or regulatory objection to this offering from the CSRC or other PRC governmental authorities. However, there remains significant uncertainty as to the enactment, interpretation and implementation of regulatory requirements related to overseas securities offerings and other capital markets activities. If it is determined in the future that the approval of the CSRC, the Cyberspace Administration of China or any other regulatory authority is required for this offering, we may face sanctions by the CSRC, the Cyberspace Administration of China or other PRC regulatory agencies. These regulatory agencies may impose fines and penalties on our operations in China, limit our ability to pay dividends outside of China, limit our operations in China, delay or restrict the repatriation of the proceeds from this offering into China or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the trading 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 settlement and delivery of our ordinary shares. Consequently, if you engage in market trading or other 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 the CSRC, the Cyberspace Administration of China or other regulatory PRC agencies later promulgate new rules requiring that we obtain their approvals for this offering, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any uncertainties and/or negative publicity regarding such an approval 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 time in, the manner in which we must conduct our business activities. We are currently not required to obtain approval from Chinese authorities to list on U.S exchanges, however, if our subsidiaries or the holding company were required to obtain approval in the future and were denied permission from Chinese 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.

Risk Factor Summary

Investing in our Ordinary Shares involves significant risks. You should carefully consider all of the information in this prospectus before making an investment in our Class A ordinary shares. Below please find a summary of the significant risks we face, organized under relevant headings. These risks are 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 of the PRC, which can change quickly with little advance notice. The PRC government has the power to exercise significant oversight and discretion over the conduct of our business, and the regulations to which we are subject may change rapidly and with little notice to us or our shareholders. New regulations and policies, which may be adopted with little notice, could result in a material change in our operations and/or the value of our ordinary shares. See “Risk Factors – Risks Related to Doing Business in China – The M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, making it more difficult for us to pursue growth through acquisitions in China” on page 31 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 of China-based companies. Recent statements by the Chinese government have indicated an intent to exert more oversight and control over offerings that are conducted overseas and/or foreign investments in China based issuers. Although our business is not of the type currently subject to government review in China prior to a foreign securities offering, any future action by the PRC government expanding the categories of industries and companies whose foreign securities offerings are subject to review by the PRC government could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and could cause the value of such securities to significantly decline or be worthless. See “Risk Factors – Risks Related to Doing Business in China – The M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, making it more difficult for us to pursue growth through acquisitions in China” on page 31 and “Substantial uncertainties exist with respect to the enactment timetable and final content of draft Overseas Listing Rules and how it and the Negative List may impact the viability of our current corporate structure, corporate governance and business operations” 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 regulations may not sufficiently cover all aspects of economic activities in the PRC. In particular, the interpretation and enforcement of these laws and regulations involve uncertainties. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory provisions and contractual terms, it may be difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy. These uncertainties may affect our judgment on the relevance of legal requirements and our ability to enforce our contractual rights or tort claims. See “Risk Factors – Risks Related to Doing Business in China – Uncertainties in the interpretation and enforcement of Chinese laws and regulations could limit the legal 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 by our PRC subsidiaries to fund any cash and financing requirements we may have. Current PRC regulations permit our PRC subsidiaries to pay dividends to their respective shareholders only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, each of our PRC subsidiaries is required to draw 10% of its after-tax profits each year, if any, to fund a statutory reserve, which may stop drawing its after-tax profits if the aggregate balance of the statutory reserve fund has already accounted for over 50 percent of its registered capital. These reserves are not distributable as cash dividends. Any limitation on the ability of our PRC subsidiaries to distribute dividends or other payments to their respective shareholders could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends or otherwise fund and conduct our business. See “Risk Factors – Risks Related to Doing Business in China – We rely on dividends and other distributions on equity paid by our PRC subsidiaries to fund any cash and financing requirements we may have. Any limitation on the ability of our PRC subsidiaries to make payments to us could have a material adverse effect on our ability to conduct our business” on page 28.

Permissions from the PRC Authorities to Issue Our Ordinary Shares to Foreign Investors. The Chinese government exerts substantial influence over, and can intervene at any time in, the manner in which we must conduct our business activities and result in a material change in our operations or the value of the ordinary shares we are registering for sale. As of the date of this prospectus, we and our PRC subsidiaries, (1) are not required to obtain permissions from any PRC authorities to operate or issue our ordinary to foreign investors, (2) are not subject to permission requirements from the China Securities Regulatory Commission (the “CSRC”), the Cyberspace Administration of China (the “CAC”) or any other entity that is required to approve of our PRC subsidiaries’ operations, and (3) have not received or were denied such permissions by any PRC authorities. Nevertheless, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the “Opinions on Severely Cracking Down on Illegal Securities Activities According to Law,” or the Opinions, which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities, and the need to strengthen the supervision over overseas listings by Chinese companies. Given the current PRC regulatory environment, it is uncertain when and whether we or our PRC subsidiaries, will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded. We have been closely monitoring regulatory developments in China regarding any necessary approvals from the CSRC or other PRC governmental authorities required for overseas listings, including this offering. As of the date of this prospectus, we have not received any inquiry, notice, warning, sanctions or regulatory objection to this offering from the CSRC or other PRC governmental authorities. However, there remains significant uncertainty as to the enactment, interpretation and implementation of regulatory requirements related to overseas securities offerings and other capital markets activities.

On December 24, 2021, the China Securities Regulatory Commission, or the CSRC, issued Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (the “Administration Provisions”), and the Provisions of the State Council on the Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments) (the “Measures”), for which the public comment period ended on January 23, 2022. The Administration Provisions and Measures for overseas listings lay out specific requirements for filing documents and include unified regulation management, strengthening regulatory coordination, and cross-border regulatory cooperation. Domestic companies seeking to list abroad must carry out relevant security screening procedures if their businesses involve such supervision. Companies endangering national security are among those off-limits for overseas listings.

According to Relevant Officials of the CSRC Answered Reporter Questions, or the CSRC Answers, after the Administration Provisions and Measures are implemented upon completion of public consultation and due legislative procedures, the CSRC will formulate and issue guidance for filing procedures to further specify the details of filing administration and ensure that market entities could refer to clear guidelines for filing, which means it still takes time to make the Administration Provisions and Measures into effect. As the Administration Provisions and Measures have not yet come into effect, we are currently unaffected. However, according to CSRC Answers, only new initial public offerings and refinancing by existent overseas listed Chinese companies will be required to go through the filing process; other existent overseas listed companies will be allowed sufficient transition period to complete their filing procedure, which means if we complete the offering prior to the effectiveness of Administration Provisions and Measures, we will certainly go through the filing process in the future, perhaps because of refinancing or given by sufficient transition period to complete filing procedure as an existent overseas listed Chinese company.

However, it is uncertain when the Administration Provision and the Measures will take effect or if they will take effect as currently drafted. If it is determined in the future that the approval of the CSRC, the CAC or any other regulatory authority is required for this offering, we may face sanctions by the CSRC, the CAC or other PRC regulatory agencies. These regulatory agencies may impose fines and penalties on our operations in China, limit our ability to pay dividends outside of China, limit our operations in China, delay or restrict the repatriation of the proceeds from this offering into China or take other actions that could have a material adverse effect on our business, financial condition, results of operations and prospects, as well as the trading price of our securities. The CSRC, the CAC, or other PRC regulatory agencies also may take actions requiring us, or making it advisable for us, to halt this offering before settlement and delivery of our ordinary shares. Consequently, if you engage in market trading or other 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 the CSRC, the CAC or other regulatory PRC agencies later promulgate new rules requiring that we obtain their approvals for this offering, we may be unable to obtain a waiver of such approval requirements, if and when procedures are established to obtain such a waiver. Any uncertainties and/or negative publicity regarding such an approval 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 time in, the manner in which we must conduct our business activities. We are currently not required to obtain approval from Chinese authorities to list on U.S exchanges, however, if our subsidiaries or the holding company were required to obtain approval in the future and were denied permission from Chinese 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. See also “PRC Regulation –Regulations Relating to Overseas Listings” on page 125.

Risk of adverse Changes in China’s economic, political or social conditions or government policies.

Substantially all of our assets and operations are located in the PRC. Accordingly, our business, financial condition, results of operations and prospects may be influenced to a significant degree by political, economic and social conditions in the PRC generally. The Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. In addition, in the past the Chinese government has implemented certain measures, including interest rate adjustment, to control the pace of economic growth. These measures, or other economic, political, or social developments in China may cause decreased economic activity in the PRC, which may adversely affect our business and operating results. See “Risk Factors – Risks Related to Doing Business in China – Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and results of operations” on page 25.

Risks related to service of legal process, enforcing foreign judgments or bringing actions in China and Hong Kong against us or our management named in the prospectus based on foreign laws. We conduct substantially all of our operations in China, and substantially all of our assets are located in China. In addition, our current directors and officers are nationals and residents of countries and regions other than the United States, including China and Hong Kong. As a result, it may be difficult for our shareholders to effect service of process upon us or those persons inside the PRC and Hong Kong. In addition, the PRC and Hong Kong does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the Cayman Islands and many other countries and regions. Therefore, recognition and enforcement in the PRC and Hong Kong of judgments of a court in any of these foreign jurisdictions in relation to any matter not subject to a binding arbitration provision may be difficult or impossible. See “Risk Factors – Risks Related to Doing Business in China – Uncertainties in the interpretation and enforcement of Chinese laws and regulations could limit the legal protections available to us” on page 35 and “Risk Factors – Risks Related to Our Business and Industry – You may have difficulty in effecting service of legal process, enforcing judgments or bringing actions in China against us or our directors and officers named in the prospectus based on foreign laws” and “You may incur additional costs and procedural obstacles in effecting service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or our directors and officers named in this prospectus based on Hong Kong laws” on page 50.

Risks related to PRC regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency conversion. Any funds we transfer to our PRC subsidiaries, either as a shareholder loan or as an increase in registered capital, are subject to approval by or registration with relevant governmental authorities in China. According to the relevant PRC regulations on foreign-invested enterprises, or FIEs, in China, capital contributions to our PRC subsidiaries are subject to the filing with State Administration for Market Regulation, or SAMR or its local branch, reporting of foreign investment information with the Ministry of Commerce, or MOFCOM or its local branches and registration with a local bank authorized by the State Administration of Foreign Exchange, or SAFE. In addition, any medium or long-term loan to be provided by us to our PRC operating subsidiaries, must be registered with certain authorities. If we fail to complete such registrations, our ability to use the proceeds of this offering and to capitalize our PRC operations may be negatively affected, which could adversely affect our liquidity and our ability to fund and expand our business.

Further, regulations on the control of currency conversions, including SAFE Circular 19 and SAFE Circular 16, may significantly limit our ability to use Renminbi converted from the net proceeds of this offering to fund our PRC operating subsidiary, to invest in or acquire any other PRC companies through our PRC Subsidiary, which may adversely affect our business, financial condition and results of operations. See “Risk Factors – Risks Related to Doing Business in China – Governmental control of currency conversion may limit our ability to utilize our net revenues effectively and affect the value of your investment” on page 30.

Risk of fluctuations in exchange rates. The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions and the foreign exchange policy adopted by the PRC government. It is difficult to predict how long such appreciation of RMB against the U.S. dollar may last and when and how the relationship between the RMB and the U.S. dollar may change again. All of our revenues and substantially all of our costs are denominated in Renminbi. We rely on dividends paid by our operating subsidiaries in China for our cash needs. Any significant revaluation of Renminbi may materially and adversely affect our results of operations and financial position reported in Renminbi when translated into U.S. dollars, and the value of, and any dividends payable on, the common stock in U.S. dollars. See “Risk Factors – Risks Related to Doing Business in China – Fluctuations in exchange rates could have a material adverse effect on our results of operations and the price of our ordinary shares” on page 29.

Risks related to governmental control of currency conversion. The PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. We receive substantially all of our revenues in Renminbi. Under our current corporate structure, we primarily rely on dividend payments from our PRC subsidiaries to fund any cash and financing requirements we may have. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of the ordinary shares. See “Risk Factors – Risks Related to Doing Business in China – The PRC government may impose restrictions on our ability to transfer cash out of China and to U.S. investors” on page 26.

Risk that certain PRC regulations may make it more difficult for us to pursue growth through acquisitions. Among other things, the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (“M&A Rules”) and Anti-Monopoly Law of the People’s Republic of China promulgated by the SCNPC which became effective in 2008 and was amended in 2022 (“Anti-Monopoly Law”), established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time-consuming and complex. Complying with the requirements of these regulations to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval or clearance from the MOFCOM, may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share. See “Risk Factors – Risks Related to Doing Business in China – The M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, making it more difficult for us to pursue growth through acquisitions in China” on page 31.

Risks related to PRC on the establishment of offshore special purpose companies by PRC residents. Current PRC regulations require PRC residents (including PRC individuals and PRC corporate entities) to register with SAFE or its local branches in connection with their direct or indirect offshore investment activities. SAFE Circular 37 is applicable to our shareholders who are PRC residents and may be applicable to any offshore acquisitions that we make in the future. Some of our shareholders that we are aware of are subject to SAFE regulations, and we expect all of these shareholders will have completed all necessary registrations with the local SAFE branch or qualified banks as required by SAFE Circular 37. We cannot assure you, however, that all of these shareholders may continue to make required filings or updates in a timely manner, or at all. We can provide no assurance that we are or will in the future continue to be informed of identities of all PRC residents holding direct or indirect interest in our company. Any failure or inability by such shareholders to comply with SAFE regulations may subject us to fines or legal sanctions, such as restrictions on our cross-border investment activities or our PRC subsidiaries’ ability to distribute dividends to, or obtain foreign exchange-denominated loans from, our company or prevent us from making distributions or paying dividends. As a result, our business operations and our ability to make distributions to you could be materially and adversely affected. See “Risk Factors – Risks Related to Doing Business in China – If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders” on page 31 and “The PRC government may impose restrictions on our ability to transfer cash out of China and to U.S. investors” on page 26.

Risks related to PRC regulations regarding registration requirements for employee stock incentive plans. Under current PRC law, PRC citizens and non-PRC citizens who reside in China for a continuous period of no less than one year who participate in any stock incentive plan of an overseas publicly listed company offered to the director, supervisor, senior management and other employees of, and any individual who has labor relationship with its domestic affiliated entities are required to register with SAFE through a domestic qualified agent, which could be a PRC subsidiary of such overseas listed company, and complete certain other procedures. Failure to complete the SAFE registrations for our employee incentive plans after our listing may subject our PRC resident personnel to fines and legal sanctions, and may also limit our ability to contribute additional capital into our PRC subsidiaries and limit our PRC subsidiaries’ ability to distribute dividends to us. We also face regulatory uncertainties that could restrict our ability to adopt additional incentive plans for our directors, executive officers and employees under PRC law. See “Risk Factors – Risks Related to Doing Business in China – Any failure to comply with PRC regulations regarding the registration requirements for employee stock incentive plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions” on page 37.

Risks related to inability of U.S. regulatory bodies to conduct investigations or inspections of our operations in China. Any disclosure of documents or information located in China by foreign agencies may be subject to jurisdiction constraints and must comply with China’s state secrecy laws, which broadly define the scope of “state secrets” to include matters involving economic interests and technologies. There is no guarantee that requests from U.S. federal or state regulators or agencies to investigate or inspect our operations will be honored by us, by entities who provide services to us or with whom we associate, without violating PRC legal requirements, especially as those entities are located in China. Furthermore, under the current PRC laws, an on-site inspection of our facilities by any of these regulators may be limited or prohibited. See “Risk Factors – Risks Related to Doing Business in China – U.S. regulatory bodies may be limited in their ability to conduct investigations or inspections of our operations in China” on page 37.

Risks related to potential classification as a PRC resident enterprise for PRC income tax purposes. Under the PRC Enterprise Income Tax Law and its implementation rules, an enterprise established outside of the PRC with its “de facto management body” within the PRC is considered a “resident enterprise” and will be subject to the enterprise income tax on its global income at the rate of 25%. The implementation rules define the term “de facto management body” as the body that exercises full and substantial control and overall management over the business, productions, personnel, accounts and properties of an enterprise. We believe our company is not a PRC resident enterprise for PRC tax purposes. However, the tax resident status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body.” If the PRC tax authorities determine that our company is a PRC resident enterprise for enterprise income tax purposes, we would be subject to PRC enterprise income on our worldwide income at the rate of 25%. Furthermore, we would be required to withhold a 10% tax from dividends we pay to our shareholders that are non-resident enterprises. In addition, non-resident enterprise shareholders (including the common shareholders) may be subject to PRC tax on gains realized on the sale or other disposition of the common stock, if such income is treated as sourced from within the PRC. Furthermore, if we are deemed a PRC resident enterprise, dividends paid to our non-PRC individual shareholders (including the common shareholders) and any gain realized on the transfer of the common stock or ordinary shares by such shareholders may be subject to PRC tax at a rate of 20% (which, in the case of dividends, may be withheld at source by us). See “Risk Factors – Risks Related to Doing Business in China – If we are classified as a PRC resident enterprise for PRC income tax purposes, such classification could result in unfavorable tax consequences to us and our non-PRC shareholders” on page 31.

Risks related to legal uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies. Recent PRC regulations have extended PRC tax jurisdiction to transactions involving the transfer of taxable assets through offshore transfer of a foreign intermediate holding company. Where a non-resident enterprise transfers taxable assets indirectly by disposing of the equity interests of an overseas holding company, which is an “Indirect Transfer”, the non-resident enterprise as either transferor or transferee, or the PRC entity that directly owns the taxable assets, may report such Indirect Transfer to the relevant tax authority. Using a “substance over form” principle, the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such Indirect Transfer may be subject to PRC enterprise income tax, and the transferee or other person who pays for the transfer is obligated to withhold the applicable taxes currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. Both the transferor and the transferee may be subject to penalties under PRC tax laws if the transferee fails to withhold the taxes and the transferor fails to pay the taxes. Our company may be subject to filing obligations or taxed if our company is transferor in such transactions, and may be subject to withholding obligations if our company is transferee in such transactions. See “Risk Factors – Risks Related to Doing Business in China – Enhanced scrutiny over acquisition transactions by the PRC tax authorities may have a negative impact on potential acquisitions we may pursue in the future” on page 32.

Risks related to a future determination that the Public Company Accounting Oversight Board (the “PCAOB”) is unable to inspect or investigate our auditor completely. The audit report for the years ended December 31, 2021 and 2020 included in this prospectus was issued by Friedman LLP, a U.S.-based accounting firm that is registered with the PCAOB and can be inspected by the PCAOB. The unaudited interim report for the six months ended June 30, 2022 and 2021 included in this prospectus was reviewed by Marcum Asia, a U.S.-based accounting firm that is registered with the PCAOB and can be inspected by the PCAOB. There is no guarantee, however, that any future auditor engaged by the Company would remain subject to full PCAOB inspection during the entire term of our engagement. The PCAOB is currently unable to conduct inspections in China without the approval of Chinese government authorities. If it is later determined that the PCAOB is unable to inspect or investigate our auditor completely, investors may be deprived of the benefits of such inspection. Any audit reports not issued by auditors that are completely inspected by the PCAOB, or a lack of PCAOB inspections of audit work undertaken in China that prevents the PCAOB from regularly evaluating our auditors’ audits and their quality control procedures, could result in a lack of assurance that our financial statements and disclosures are adequate and accurate. In addition, under the HFCAA, our securities may be prohibited from trading on the Nasdaq or other U.S. stock exchanges if our auditor is not inspected by the PCAOB for three consecutive years, and this ultimately could result in our Ordinary Shares being delisted. Furthermore, on June 22, 2021, the U.S. Senate 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 issuer’s securities from trading on any U.S. stock exchange if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years.

Pursuant to the HFCAA, the PCOAB issued a Determination Report on December 16, 2021 which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (1) mainland China of the People’s Republic of China, because a position taken by one or more authorities in mainland China; and (2) Hong Kong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in Hong Kong. In addition, the PCOAB’s report identified the specific registered public accounting firms which are subject to these determinations. Our former registered public accounting firm, Friedman, and our current registered public accounting firm, Marcum Asia, are not headquartered in mainland China or Hong Kong and was not identified in this report as a firm subject to the PCAOB’s determination. See “Risk Factors – Risks Related to Doing Business in China – If we become directly subject to the scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matter which could harm our business operations, share price and reputation on page 33 and The recent joint statement by the SEC and PCAOB, proposed rule changes submitted by Nasdaq, and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our offering” on page 34.

Risks related to transferring cash out of China or Hong Kong. The PRC government may impose impediments of transferring cash out of China or Hong Kong and that there can be no assurance that the PRC government will not intervene or impose restrictions on our ability to transfer or distribute cash within our organization or to foreign investors. See “Risk Factors – Risks Related to Doing Business in China – The PRC government may impose restrictions on our ability to transfer cash out of China and to U.S. investors” on page 26.

Our ability to pay dividends may be limited. We may rely on dividends to be paid by our PRC subsidiaries to fund our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders, to service any debt we may incur and to pay our operating expenses. Restriction on currency exchange may also limit the ability of any one of our PRC subsidiaries to use its Renminbi revenues to pay dividends to us. 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 our cash needs. Any limitation on the ability of our subsidiaries to make dividend payments to us, or 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” on page 36.

Our dependence on subcontractors. If our subcontractors fail to meet timelines or contractual obligations or provide us with sufficient transportation services and if they demand onerous payment terms, our business could be adversely affected. See “Risk Factors – Risks Related to Our Business and Industry – Our business is dependent on third-party suppliers and changes or difficulties in our relationships with our suppliers may harm our business and financial results” on page 39.

We may lose business to our competitors as well as to our customers. Despite our self-owned large-scale fleet, we operate in a highly competitive environment and may lose our business to our competitors. Additionally, if our customers are able to develop their own logistics and supply chain solutions, our logistics and supply chain management business and operating results may be materially and adversely affected. See “Risk Factors – Risks Related to Our Business and Industry – We operate in a competitive industry. If we are unable to compete successfully, we may lose market share to our competitors” on page 38 and “If our customers are able to reduce their logistics and supply chain costs or increase utilization of their internal solutions, our business and operating results may be materially and adversely affected” on page 40.

We face risks related to the products we transport. We may not maintain sufficient insurance should there be any damages or loss of the shipment. Furthermore, since we handle large volume of shipments and inventories, we face challenges with respect to the protection and control of these items, and may fail to screen shipments and inventories and detect unsafe or prohibited/restricted items. See “Risk Factors – Risks Related to Our Business and Industry – We may not have sufficient insurance coverage” on page 48 and “We face risks associated with the items we deliver and the contents of shipments and inventories handled through our service network” on page 40.

Our internal controls. Failure to achieve and maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could prevent us from producing reliable financial reports or identifying fraud. In addition, shareholders could lose confidence in our financial reporting, which could have an adverse effect on our stock price. See “Risk Factors – Risks Related to Our Business and Industry – If we fail to implement and maintain effective internal control over financial reporting, our ability to accurately report our financial results may be impaired, adversely impacting investor confidence and the market price of our ordinary shares” on page 48.

Risks related to our dual class share structure. The dual class structure of our ordinary shares has the effect of concentrating voting control with those ordinary shareholders who held our capital stock prior to the listing of our ordinary shares. See “Risk Factors – Risks Related to This Offering and Our Class A Ordinary Shares – The dual class structure of our ordinary shares will have the effect of concentrating voting control with TZJ Global (BVI) Limited, which will hold in the aggregate 90.9% of the voting power of our capital stock following the completion of this offering, preventing you and other shareholders from influencing significant decisions, including the election of directors, amendments to our organizational documents and any merger, consolidation, sale of all or substantially all of our assets, or other major corporate transaction requiring shareholder approval” on page 51.

No established public market for our shares prior to this offering. Prior to this initial public offering, there has been no public market for our ordinary shares. Our ordinary shares will not be listed on any exchange or quoted for trading on any over-the-counter trading system. If an active trading market for the ordinary shares does not develop after this offering, the market price and liquidity of the ordinary shares will be materially and adversely affected. See “Risk Factors – Risks Related to This Offering and Our Class A Ordinary Shares – Risks Related to this Offering and our Ordinary Shares – There may not be an active, liquid trading market for our ordinary shares” on page 56.

Usages of the funds. Our management has broad discretion to determine how to use the funds raised in the offering and may use them in ways that may not enhance our results of operations or the price of our Class A ordinary shares. See “Risk Factors – Risks Related to This Offering and Our Class A Ordinary Shares – We have broad discretion in the use of the net proceeds from our public offering and may not use them effectively” on page 56.

Nasdaq listing. Nasdaq may apply additional and more stringent criteria for our initial and continued listing because we plan to have a small public offering and insiders will hold a large portion of the company’s listed securities. See “Risk Factors – Risks Related to This Offering and Our Class A Ordinary Shares – Nasdaq may apply additional and more stringent criteria for our initial and continued listing because we plan to have a small public offering and insiders will hold a large portion of the company’s listed securities” on page 54.

Neither we nor any of our subsidiaries are currently required to obtain approval from Chinese authorities to list on U.S. exchanges or to operate and issue securities to foreign investors. Furthermore, neither we nor any of our subsidiaries are covered by permissions requirements from any other entity that is required to approve our subsidiaries’ operations. However, if our subsidiaries or the holding company were required to obtain approval from the CSRC or CAC in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on a U.S. exchange, which would materially affect the interest of the investors. It is uncertain when and whether the Company will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded. Although the Company is currently not required to obtain permission from any of the PRC central or local government to obtain such permission and has not received any denial to list on a U.S. exchange, our operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to our business or industry. As of the date of this prospectus, the Company has all requisite permissions and we have not been denied any permission.

Implications of Being an Emerging Growth Company

We qualify as an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other burdens that are generally applicable to public companies. These provisions include, but are not limited to:

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the ability to include only two years of audited financial statements and only two years of related management’s discussion and analysis of financial condition and results of operations disclosure;

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an exemption from the auditor attestation requirement in assessing our internal control over financial reporting under the Sarbanes-Oxley Act of 2002.

	●	reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements, and registration statements; and

	●	a delay in adopting new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies.

We have elected to take advantage of certain of the reduced disclosure obligations in the registration statement of which this prospectus is a part and may elect to take advantage of other reduced reporting requirements in future filings. As a result, the information that we provide to our shareholders may be different than you might receive from other public reporting companies in which you hold equity interests.

We may take advantage of these provisions for up to five years or such an earlier time that we are no longer an emerging growth company. We would cease to be an emerging growth company if we have more than $1.07 billion in annual revenue, have more than $700 million in the market value of our Class A ordinary shares held by non-affiliates, or issue more than $1 billion of non-convertible debt over a three-year period.

Implications of Being a Foreign Private Issuer

We are a foreign private issuer within the meaning of the rules under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As such, we are exempt from certain provisions applicable to United States domestic public companies. For example:

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we are not required to provide as many Exchange Act reports, or as frequently, as a domestic public company;

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for interim reporting, we are permitted to comply solely with our home country requirements, which are less rigorous than the rules that apply to domestic public companies;

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we are not required to provide the same level of disclosure on certain issues, such as executive compensation;

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we are exempt from provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information;

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we are not required to comply with the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; and

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we are not required to comply with Section 16 of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and establishing insider liability for profits realized from any “short-swing” trading transaction.

We have taken advantage of certain reduced reporting and other requirements in this prospectus. Accordingly, the information contained herein may be different than the information you receive from other public companies in which you hold equity securities.

We may take advantage of these exemptions until such time as we are no longer a foreign private issuer. We would cease to be a foreign private issuer at such time as more than 50% of our outstanding voting securities are held by US residents and any of the following three circumstances applies: (1) the majority of our executive officers or directors are US citizens or residents, (2) more than 50% of our assets are located in the United States, or (3) our business is administered principally in the United States.

Implications of Being a Controlled Company

Upon the completion of this offering, we will be a “controlled company” as defined under the Nasdaq Stock Market Rules because Zhengjun Tao, our chairman of the Board and chief executive officer, will hold 35.5% of our total issued and outstanding ordinary shares and will be able to exercise 90.9% of the total voting power of our issued and outstanding share capital, assuming that the underwriters do not exercise their over-allotment option. For so long as we remain a “controlled company,” we are permitted to elect not to comply with certain corporate governance requirements. If we rely on these exemptions, you will not have the same protection afforded to shareholders of companies that are subject to these corporate governance requirements.

Corporate Information

Our principal executive office is located at Room 329-1, 329-2, No.1 Xingye Yi Road, Ningbo Free Trade Zone, Ningbo, Zhejiang Province, People’s Republic of China. The telephone number of our principal executive offices is +86-574-87865995. Our registered agent in Cayman Islands is Ogier Global (Cayman) Limited. Our registered office and our registered agent’s office in the Cayman Islands are both located at 89 Nexus Way, Camana Bay, Grand Cayman KY1-9009, Cayman Islands. Our registered agent in the United States is Cogency Global Inc. We maintain a corporate website at www.haoxinholdings.com. We do not incorporate the information on our website into this prospectus and you should not consider any information on, or that can be accessed through, our website as part of this prospectus.

THE OFFERING

Shares Offered

3,000,000 Class A ordinary shares (or 3,450,000 Class A ordinary shares assuming that the underwriters exercise their over-allotment option in full)


Over-Allotment Option		We have granted to the underwriters a 45-day option to purchase from us up to an additional 15% of the Class A ordinary shares sold in this offering, solely to cover over-allotments, if any, at the initial public offering price less the underwriting discounts.

Ordinary shares outstanding prior to completion of this offering		12,000,000 ordinary shares, including (i) 7,200,000 Class A ordinary shares and (ii) 4,800,000 Class B ordinary shares.

Ordinary shares outstanding immediately after this offering		15,000,000 Ordinary Shares including (i) 10,200,000 Class A ordinary shares and (ii) 4,800,000 Class B ordinary shares, or 15,450,000 ordinary shares including (i) 10,650,000 Class A ordinary shares if the Underwriter exercises the over-allotment option in full and (ii) 4,800,000 Class B ordinary shares.

Voting Rights:		●     Class A Ordinary Shares are entitled to one (1) vote per share. ●     Class B Ordinary Shares are entitled to twenty (20) votes per share. ●     Class A and Class B Shareholders will vote together as a single class, unless otherwise required by law or our amended and restated memorandum and articles of association. ●     Mr. Zhengjun Tao, the Chairman of our Board of Directors and Chief Executive Officer, will hold approximately 90.9% of the total votes, assuming that the underwriters do not exercise their over-allotment option, for our issued and outstanding share capital following the completion of this offering and will have the ability to control the outcome of matters submitted to our shareholders for approval, including the election of our directors and the approval of any change in control transaction. See the sections titled “Principal Shareholders” and “Description of Share Capital” for additional information.

Use of Proceeds		We estimate that our net proceeds from this offering will be approximately $12.4 million, based on an initial public offering price of $5.00 per ordinary share, the midpoint of the estimated price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and advisory fee and estimated offering expenses and assuming no exercise of the over-allotment option granted to the underwriters. We intend to use the proceeds from this offering for new vehicle purchases, IT systems upgrade, working capital, and acquisition and alliance. See “Use of Proceeds” for more information.

Underwriters		Univest Securities, LLC

Nasdaq Trading symbol		We intend to list our ordinary shares on Nasdaq under the symbol “HXHX”.

Transfer Agent		VStock Transfer, LLC

Risk Factors		Investing in these securities involves a high degree of risk. As an investor, you should be able to bear a complete loss of your investment. You should carefully consider the information set forth in the “Risk Factors” section of, and elsewhere in, this prospectus before deciding to invest in our ordinary shares.

Cayman Islands		4210		Not Applicable
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(IRS. Employer Identification Number)

	PER SHARE		TOTAL⁽⁴⁾
Initial public offering price⁽¹⁾	$	5.00	$	15,000,000
Underwriting Discounts and Commissions⁽²⁾	$	0.35	$	1,050,000
Proceeds to us, before expenses⁽³⁾	$	4.65	$	13,950,000

		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

MANAGEMENT’S DISCUSSION 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

ENFORCEABILITY 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

	For the Six Months Ended June 30,
	2022			2021
Selected Consolidated Statements of Income and Comprehensive Income Data:	USD			USD
Revenues	$	11,809,268		$	10,426,269
Transportation costs		9,008,894			7,912,953
General and administrative expenses		785,706			300,461
Sales and marketing expenses		50,437			74,633
Income from operations		1,964,231			2,138,222
Other expenses, net		119,275			174,111
Income before income taxes		1,844,956			1,964,111
Provision for income taxes		457,840			376,538
Net income		1,387,116			1,587,573
Other comprehensive (loss) income		(484,003	)		37,403
Comprehensive income		903,113			1,624,976
Earnings per share – basic and diluted	$	1,387		$	1,588