SecProbe.io

United States securities and exchange commission logo
May 29, 2024
Zhengjun Tao
Chief Executive Officer
Haoxin Holdings Limited
Room 329-1, 329-2, No.1 Xingye Yi Road
Ningbo Free Trade Zone
Ningbo, Zhejiang Province 315807
People's Republic of China
Re:Haoxin Holdings Limited
Amendment No. 6 to Registration Statement on Form F-1
Filed May 2, 2024
File No. 333-269681
Dear Zhengjun Tao:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our October 26, 2023 letter.
Amendment No. 6 to Registration Statement on Form F-1 filed May 2, 2024
Risk Factors, page 21
1.We note that your $3.72 per share and $1.28 per share cited in the risk factor titled “You
will experience immediate and substantial dilution” on page 57 do not match the
corresponding per share amounts in your Dilution table on page 62.  Please explain the
differences or revise as appropriate.

 FirstName LastNameZhengjun Tao
 Comapany NameHaoxin Holdings Limited
 May 29, 2024 Page 2
 FirstName LastName
Zhengjun Tao
Haoxin Holdings Limited
May 29, 2024
Page 2
Related Party Transactions, page 133
2.We note your response to prior comment 4, indicating that, with respect to your disclosure
regarding short-term loans bearing no interest to Ms. Shasha Chen, you have updated the
disclosure as of the latest practicable date, which is December 31, 2023. However, your
tabular disclosure at page 133 appears to have been updated as of March 31, 2024. Please
clarify whether no amount is due to Ms. Chen, as your March 31, 2024 column indicates,
or whether $1,165,480 is due to Ms. Chen, as your December 31, 2023 column indicates.
In this regard we also note disclosure at page F-27 indicating that the Company had fully
recovered the outstanding amounts due from Mr. Lihai Zhang and Ms. Shasha Chen
totaling $2,039,877.
General
3.Please make certain your disclosure regarding the Holding Foreign Companies
Accountable Act (HFCAA) is up to date. For instance, we note remaining disclosure that
"...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."
            You may contact Joseph Klinko, Staff Accountant, at 202-551-3824 or Lily Dang, Staff
Accountant, at 202-551-3867 if you have questions regarding comments on the financial
statements and related matters. Please contact Liz Packebusch, Staff Attorney, at 202-551-8749
or Daniel Morris, Legal Branch Chief, at 202-551-3314 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       William S. Rosenstadt