6-K - HAO - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-41933

For the month of April 2025

HAOXI HEALTH TECHNOLOGY LIMITED

(Exact name of registrant as specified in its charter)

Room 801, Tower C, Floor 8, Building 103, Huizhongli,Chaoyang District

Beijing, China

+86-10-13311587976

(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Explanatory Note

The Company hereby furnishes the following documents as exhibits to this report: “Unaudited Condensed Consolidated Financial Statements for the Six Months Ended December 31, 2024 and 2023” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

EXHIBIT INDEX

Exhibit No.	Description
99.1	Unaudited Condensed Consolidated Financial Statements for the Six Months Ended December 31, 2024 and 2023
99.2	Management’s Discussion and Analysis of Financial Condition and Results of Operations
101	Interactive Data Files (formatted as Inline XBRL)
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Haoxi Health Technology Limited
Date: April 23, 2025	By:	/s/ Zhen Fan
	Name:	Zhen Fan
	Title:	Chief Executive Officer

Exhibit 99.1

HAOXI HEALTH TECHNOLOGY LIMITED

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

CONTENTS	PAGE(S)
CONSOLIDATED FINANCIAL STATEMENTS
CONDENSED<br> UNAUDITED CONSOLIDATED BALANCE SHEETS AS OF DECEMBER 31, 2024 AND JUNE 30, 2024	F-2
CONDENSED<br> UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) FOR THE SIX MONTHS ENDED DECEMBER 31, 2024 AND<br> 2023	F-3
CONDENSED<br> UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED DECEMBER 31, 2024 AND 2023	F-4
CONSOLIDATEDUNAUDITED<br> STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE FISCAL YEARS ENDED DECEMBER 31, 2024 AND JUNE 30, 2024	F-5
NOTES<br> TO CONDENSED UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS	F-6 – F-24

F-1

HAOXI HEALTH TECHNOLOGY LIMITED

CONDENSED

UNAUDITED CONSOLIDATED BALANCE SHEETS

			June 30,<br> <br>2024

ASSETS
Current Assets
Cash and cash equivalents	9,096,424		$	6,655,734
Trade receivable, net	734,344			226,747
Supplier advances	5,671,682			5,174,302
Other receivables, net	219,495			235,382
Loan to third parties	4,098,405			3,087,665
Total current assets	19,820,350			15,379,830
Non-current assets
Property and equipment, net	116,193			126,743
Intangible assets, net	2,010,667			—
Operating right-of-use asset	119,562			—
Total non-current assets	2,246,422			126,743
Total Assets	22,066,772		$	15,506,573
LIABILITIES AND EQUITY
Current Liabilities
Short-term loans	1,121,668		$	833,521
Accounts payable	674,563			653,694
Due to related parties	6,187			6,187
Advance from customers	724,551			1,185,130
Taxes payable	541,499			1,044,532
Accrued expenses and other liabilities	83,524			102,436
Salary and welfare payable	42,243			41,075
Operating right-of-use liabilities-current	78,580			—
Long-term accounts payable-current	20,615			—
Total current liabilities	3,293,430			3,866,575
Non-current Liabilities
Operating right-of-use liabilities-non-current				—
Long-term accounts payable	30,619			66,365
Long-term borrowing	—			301,678
Total non-current liabilities	30,619			368,043
Total Liabilities	3,324,049			4,234,618
Commitments and contingencies
SHAREHOLDERS’EQUITY:
Class A Ordinary Shares (Par value US0.0025 per share, 6,000,000 shares<br>authorized 2,205,600, and 598,800 shares issued and outstanding as of December 31,2024 and June 30,2024,respectively)	5,514			1,497
Class B Ordinary Shares (Par value US0.0025 per share, 2,000,000 shares authorized, and 690,800 and 690,800 shares issued and outstanding as at December 31, 2024 and June 30, 2024, respectively)	1,727			1,727
Additional paid-in capital	18,335,820			10,589,916
Retained earnings	490,674			723,207
Accumulated other comprehensive loss	(91,012	)		(44,392	)
Total shareholders’ equity	18,742,723			11,271,955
Total liabilities and shareholders’ equity	22,066,772		$	15,506,573

All values are in US Dollars.

*	Retrospectively restated for effect of reverse share<br>split on January 10, 2025 (see Note 12 and Note 16).

The accompanying notes are an integral part of these condensed unaudited consolidated financial statements.

F-2

HAOXI HEALTH TECHNOLOGY LIMITED

UNAUDITED CONDNESEDCONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

	Six Months Ended <br> December 31,
	2024			2023
	(Unaudited)			(Unaudited)
Revenues	$	23,954,998		$	23,503,910
Cost of revenues		(23,474,605	)		(22,302,522	)
Gross profit		480,393			1,201,388
Operating expenses:
Selling		30,273			20,564
General and administrative		509,915			331,610
Research and development		67,556			30,842
Total operating expenses		607,744			383,016
(Loss) income from operations		(127,351	)		818,372
Other income (loss):
Financial income		133,652			—
Financial expense		—			(16,789	)
Other expense		(4,224	)		(1,355	)
Total other income (loss), net		129,428			(18,144	)
Income before income taxes		2,077			800,228
Income tax expense		(234,610	)		(40,030	)
Net (loss) income	$	(232,533	)	$	760,198
Comprehensive income
Foreign currency translation loss		(46,620	)		(604,934	)
Total Comprehensive loss (income)	$	(279,153	)	$	155,264
Earnings per ordinary share*
– Basic and diluted	$	(0.13	)	$	0.64
Weighted average number of ordinary shares outstanding
–Basic and diluted		1,814,800			1,179,200

On August 5, 2022, the Company issued 1,000,000 ordinary shares in connection with the Reorganization (Note 1). On November 25, 2022, the Company newly issued 179,200 Class A Ordinary Shares to the investor, with the par value credited to ordinary shares. All references to numbers of ordinary shares and per-share data in the accompanying condensed unaudited consolidated financial statements have been adjusted to reflect such issuance of shares on a retrospective basis.

Retrospectively restated for effect of reverse share split on January 10, 2025 (see Note 12 and Note 16).

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-3

HAOXI HEALTH TECHNOLOGY LIMITED

UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF CASH FLOWS

	Six Months Ended<br> December 31,
	2024			2023
	(Unaudited)			(Unaudited)
Cash flows from operating activities
Net income (loss)	$	(232,533	)	$	760,198
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation of property and equipment		9,531			11,584
Changes in operating assets and liabilities:
Trade receivable		(513,188	)		(208,353	)
Supplier advances		(545,599	)		(1,001,155	)
Other receivables, net		13,969			(544,298	)
Accounts payable		26,660			963,687
Advance from customers		(453,648	)		(488,561	)
Accrued expenses and other liabilities		(18,163	)		165,356
Taxes payable		(497,619	)		640,938
Operating lease right-of-use assets		(120,418	)		44,661
Operating lease liabilities		79,143			(44,661	)
Salary and welfare payable		1,531			1,604
Net cash provided by (used in) operating activities		(2,250,334	)		301,000
Cash flows from investing activities
Purchase of property and equipment		(5,135	)		(16,162	)
Purchase of intangible assets		(2,025,063	)		—
Loan to third parties		(1,044,625	)		—
Net cash used in investing activities		(3,074,823	)		(16,162	)
Cash flows from financing activities
Proceeds from short-term borrowings		891,514			300,335
Repayment of short-term borrowings		(895,344	)		(101,974	)
Due from a shareholder		53			60,299
Deferred listing costs		—			(19,264	)
Net procees from the follow-on offering		7,749,921			—
Net cash Provided by financing activities		7,746,144			239,396
Effect of foreign exchange rate on cash and restricted cash		19,703			(614,803	)
Net increase (decrease) in cash		2,440,690			(90,569	)
Cash at the beginning of the period		6,655,734			1,203,203
Cash at the end of the period	$	9,096,424		$	1,112,634
Supplemental disclosures of cash flow information:
Income taxes paid	$	5,257		$	19,682
Interest paid	$	22,490		$	15,181
Operating right-of-use asset		119,562			46,213

The accompanying notes are an integral part of these consolidated financial statements.

F-4

HAOXI HEALTH TECHNOLOGY LIMITED

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGESIN ACCUMULATED EQUITY

	Ordinary shares*				Additional paid-in		Accumulated			Accumulated other comprehensive			Total shareholders’
	Shares		Amount		capital		deficit			income (loss)			equity
Balance as of June 30, 2023		1,179,200	$	2,948	$	2,176,796	$	(568,460	)	$	(54,740	)	$	1,566,505
Net Income								760,198						760,198
Foreign currency translation gain											(604,934	)		(604,934	)
Balance as of December 31, 2023	****	1,179,200	$	2,948	$	2,176,796	$	191,738	****	$	(659,674	)	$	1,721,808	****
Net income		—		—		—		531,469			—			531,469
Issuance of ordinary shares		110,400		276		8,413,120								8,413,396
Foreign currency translation adjustment		—		—		—		—			615,282			615,282
Balance as of June 30, 2024		1,289,600	$	3,224	$	10,589,916	$	723,207		$	(44,392	)	$	11,271,955
Net income		—		—		—		(232,533	)					(232,533	)
Issuance of ordinary shares		1,606,800		4,017		7,745,903		—			—			7,749,921
Foreign currency translation adjustment		—		—		—		—			(46,620	)		(46,620	)
Balance as of December 31, 2024		2,896,400	$	7,241	$	18,335,819	$	490,674		$	(91,012	)	$	18,742,723

F-5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND BUSINESS DESCRIPTION

Haoxi Health Technology Limited (“Haoxi”) is a company incorporated under the laws of the Cayman on August 5, 2022. It is a holding company with no business operation.

On August 30, 2022, Haoxi formed its wholly owned subsidiary, Haoxi Information Limited (“Haoxi HK”), in Hong Kong. On October 13, 2022, Haoxi HK formed its wholly owned subsidiary, Beijing Haoxi Health Technology Co., Limited (“WFOE”), in the People’s Republic of China (the “PRC”).

Beijing Haoxi Digital Technology Co., Ltd. (“Haoxi BJ”) is a limited liability company incorporated on September 26, 2018, under the laws of China.

On November 25, 2022, WFOE acquired 100% equity interest of Haoxi BJ, as a result, Haoxi BJ became a wholly-owned subsidiary of WFOE.

As described below, Haoxi, through a restructuring which is accounted for as a reorganization of entities under common control (the “Reorganization”), became the ultimate parent entity of its subsidiary, Haoxi BJ. Accordingly, Haoxi consolidates Haoxi BJ’s operations, assets, and liabilities. Haoxi and its subsidiaries, are collectively hereinafter referred as the “Company.”

Haoxi together with its wholly owned subsidiaries, Haoxi HK, WFOE, and Haoxi BJ, were effectively controlled by the same shareholders before and after the Reorganization and, therefore, the Reorganization is considered one for entities under common control. The consolidation of the Company has been accounted for at historical cost and prepared on the basis as if the Reorganization had become effective as of the beginning of the first period presented in the consolidated financial statements.

The Company’s current corporate structure is as follows:

F-6

NOTE 2– SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES

(a) Basis of presentation

The accompanying anaudited consolidated financial statements (“CFS”) were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and have been consistently applied for information pursuant to the rules and regulations of the Securities Exchange Commission (the “SEC”).The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities Exchange Commission (the “SEC”). The accompanying unaudited condensed consolidated financial statements include the financial statements of the Company and its subsidiaries. All intercompany balances and transactions are eliminated upon consolidation. Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to the afore-mentioned SEC rules and regulations. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal years ended 2024 and 2023. Operating results for the six-month period ended December 31, 2024 are not necessarily indicative of the results that may be expected for the year ending June 30, 2025.

(b) Principles of consolidation

The CFS include the financial statements of the Company, its subsidiaries for which the Company exercises control and, when applicable, entities in which the Company has a controlling financial interest or the ultimate primary beneficiary.

All transactions and balances between the Company and its subsidiaries were eliminated in the consolidation.

(c) Use of estimates

In preparing the CFS in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the dates of the CFS, as well as the reported amounts of revenue and expenses during the reporting periods. Significant items subject to such estimates and assumptions include, but are not limited to, the assessment of the allowance for expected credit loss, useful lives of property and equipment and intangible assets, ,impairment of long-lived assets, realization of deferred tax assets. Actual results could differ from those estimates.

(d) Cash and cash equivalents

Cash includes cash on hand and demand deposits placed with banks or other financial institutions, which are unrestricted as to withdrawal or use in accounts maintained with commercial banks. The Company maintains bank accounts in mainland China. Cash balances in bank accounts in mainland China are not insured by the Federal Deposit Insurance Corporation or other programs.

(e) Trade receivable, net

Trade receivables are presented net of allowance for expected credit loss. The Company reduces trade receivable by recording an allowance for expected credit loss to account for the estimated impact of collection issues resulting from a client’s inability or unwillingness to pay valid obligations to the Company. The Company determines the adequacy of allowance for expected credit loss based on individual account analysis, historical collection trend, and best estimate of specific losses on individual exposures. The Company establishes a provision for doubtful receivable when there is objective evidence that the Company may not be able to collect amounts due. Actual amounts received may differ from management’s estimate of credit worthiness and the economic environment.

(f) Advances to suppliers, net

Advances to suppliers represents balances paid to suppliers for services that have not been provided or received. The Company reviews its advances to suppliers periodically and makes general and specific allowances when there is doubt as to the ability of a supplier to provide supplies to the Company or refund an advance.

F-7

NOTE 2– SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES (cont.)

(g) Property and equipment, net

Property and equipment are carried at cost and are depreciated on the straight-line basis over the estimated useful lives of the underlying assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation and amortization are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of its property and equipment when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.

Estimated useful lives are as follows, taking into account the assets’ estimated residual value:

Category	Estimated useful lives

| Electronic equipment | 3 years |

(h)Intangible assets, net

Intangible assets are digital assets acquired from third-party suppliers and mainly include 3D models with finite lives and are carried at cost less accumulated amortization and impairment loss, if any. Intangible assets with finite lives are amortized using the straight-line method over the estimated economic life.

Estimated useful lives are as follows:

Category	Estimated useful lives

| Licensed digital assets | 5 years |

(i) Impairment of long-lived assets

The Company reviews long-lived assets, including definitive-lived intangible assets and property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When such events occur, the Company assesses the recoverability of the asset group based on the undiscounted future cash flows the asset group is expected to generate and recognizes an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset group plus net proceeds expected from disposition of the asset group, if any, is less than the carrying value of the asset group. If the Company identifies an impairment, the Company reduces the carrying amount of the asset group to its estimated fair value based on a discounted cash flow approach or, when available and appropriate, to comparable market values and the impairment loss, if any, is recognized in “Others, net” in the consolidated statements of comprehensive income (loss). The Company uses estimates and judgments in its impairment tests and if different estimates or judgments had been utilized, the timing or the amount of any impairment charges could be different. Asset groups to be disposed of would be reported at the lower of the carrying amount or fair value less costs to sell, and no longer depreciated.

(j) Fair value of financial instruments

ASC 825-10 requires certain disclosures regarding the FV of financial instruments. FV is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level FV hierarchy prioritizes the inputs used to measure FV. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure FV are as follows:

●	Level 1	-	inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
●	Level 2	-	inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices<br>for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived<br>from or corroborated by observable market data.
---	---	---	---
●	Level 3	-	inputs to the valuation methodology are unobservable.
---	---	---	---

Unless otherwise disclosed, the FV of the Company’s financial instruments including cash, restricted cash, trade receivable, advances to suppliers, prepaid expenses and other current assets, short-term bank loans, accounts payable, advance from customers, due to related parties, taxes payable, and accrued expenses and other current liabilities approximate their recorded values due to their short-term maturities.

The Company’s non-financial assets, such as property and equipment would be measured at FV only if they were determined to be impaired.

F-8

NOTE 2– SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES (cont.)

(k) Leases

The Company follows Accounting Standards Update (“ASU”) 2016-02, Leases (as amended by ASU 2018-01, 2018-10, 2018-11, 2018-20, and 2019-01, collectively “ASC 842”), using the modified retrospective method. The Company elected not to record assets and liabilities on its consolidated balance sheet for new or existing lease arrangements with terms of 12 months or less. The Company recognizes lease expenses for such lease on a straight-line basis over the lease term.

At the commencement date of a lease, the Company recognizes a lease liability for future fixed lease payments and a right of use (“ROU”) asset representing the right to use the underlying asset during the lease term. The lease liability is initially measured as the present value of the future fixed lease payments that will be made over the lease term. The lease term includes periods for which it’s reasonably certain that the renewal options will be exercised and periods for which it’s reasonably certain that the termination options will not be exercised. The future fixed lease payments are discounted using the rate implicit in the lease, if available, or the incremental borrowing rate (“IBR”). The Company will evaluate the carrying value of ROU assets if there are indicators of impairment and review the recoverability of the related asset group. If the carrying value of the asset group is determined to not be recoverable and is in excess of the estimated fair value, the Company will record an impairment loss in other expenses in the consolidated statements of operations.

(l) Revenue recognition

The Company is an online marketing solutions provider which provides customer-tailored internet marketing services based on data analysis technology. The Company’s revenue primarily includes advertising service revenue.

Revenue from advertising services primarily consists of revenue from providing online advertising services. Revenue represents the amount of consideration that the Company is entitled to in exchange for the transfer of promised services in the ordinary course of the Company’s activities and is recorded net of value-added tax (“VAT”). Consistent with the criteria of Accounting Standards Codification (“ASC”) 606, the Company recognizes revenue when the performance obligation in a contract is satisfied by transferring the control of a promised service to a customer. The Company also evaluates whether it is appropriate to record the gross amounts of services sold and the related costs, or the net amounts earned as commissions. Payments for services are generally received after deliveries. In the event the Company receives an advance from a customer, such advance is recorded as a liability to the Company.

Online Marketing solutions Services

The Company provides one-stop online marketing solutions, including traffic acquisition from top online media platforms, content production, data analysis and advertising campaign optimization, to its advertisers. It charges the advertisers primarily based on a mix of Cost-Per-Click (“CPC”) (recognize revenue when specified action, such as click-throughs, is performed) or Cost-Per-Time (“CPT”) (recognized revenue over the period of the contract by reference to the progress towards complete satisfaction of that performance obligation). Media partners may also grant to it rebates mainly based on gross advertisement spending (i) in the form of prepayments for future traffic acquisition; (ii) to net off the account payables the Company owed to them; or (iii) in cash.

While none of the factors individually are considered presumptive or determinative, under this business model, the Company is the primary obligor and responsible for (i) identifying and contracting with third-party advertisers which the Company views as customers, and delivering the specified integrated services to the advertisers; (ii) bearing certain risks of loss to the extent that the cost incurred for producing contents, formulating advertisement campaign and acquiring user traffic from online media platforms cannot be compensated by the total consideration received from the advertisers, which is similar to inventory risk; and (iii) performing all the billing and collection activities, including retaining credit risk. The Company assumes ownership in the specified service before the service is delivered to the advertiser and acts as the principal of these arrangements and therefore recognizes revenue earned and costs incurred related to these transactions on a gross basis. Under this business model, the rebates earned from media partners are recorded as a reduction of cost of services.

F-9

NOTE 2– SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES (cont.)

The core principle underlying the revenue recognition ASC 606 is that the Company recognizes revenue to represent the transfer of services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This requires the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time. The Company’s advertising service contracts have one single performance obligation, being the promise to display customers’ advertisement on the media platform, The services, such as content production, data analysis and advertising campaign optimizations, are performed as inputs to produce or deliver the combined output specified by the customer, and are highly interrelated, thus each of services cannot be separately performed to fulfil the promise and is, therefore, not distinct. Under ASC 606, the related revenues are recognized. When the Company provides services to customers which are charged based on the CPC model, control of services transfers when the specific action such as click-throughs is performed. When the Company provides services to customers which are charged based on the time advertised under the CPT model, control of services transfers over time and revenue is recognized over the period of the contract by reference to the progress, which is measured by the duration for displaying the advertisement, towards complete satisfaction of that performance obligation, which is measured by the elapse of the displaying period.

CPC, is a performance-based metric and under which we charge our customers when an Internet user clicks the online advertisement we placed. Most of our customers are charged based on the CPC mechanism. Under the CPT mechanism, we charge our customers for placing an online short video for a specific period of time. Few of our customers which intend to promote their brand name on the media platform adopt CPT model.

The transaction price under CPC model for marketing solutions is based on the bidding price that varies from time to time due to the advertisement bidding price competition mechanism set by media platforms. Only the advertisement with the highest bidding prices can be displayed and such bidding prices will be recognized as transaction prices once the internet users click on the advertisements. We receive invoices from media partners. The invoiced fees contained therein are equal to: (x) traffic acquisition costs (equal to bidding price per click-through multiplied by users’ click-throughs), minus, (y) rebates from media partners as agreed, and the invoice fees are then recognized as cost of revenue. We then issue invoices to our advertising customers and charge our advertising customers, with the amount equal to: (x) the traffic acquisition costs, plus, (y) service charge, and the total amount is recognized as revenue.

Under the CPT model, the transaction price we charge our advertiser customers for placing advertisement for a specific period of time is contractually agreed by our advertiser customers and us. We recognize revenue over the period of the contract by reference to the progress, which is measured by the duration for displaying the advertisement, towards complete satisfaction of that performance obligation, which is measured by the elapse of the displaying period. We receive invoices from media partners equivalent to traffic acquisition costs (equal to the predetermined CPT by the media platforms, multiplied by the duration of display) minus rebates from media partners as agreed, and recognize as cost of revenue.

(m) Cost of revenue

The Company’s cost of revenue consists primarily of the purchase of online traffic from third-party media platforms after deducting rebates, and salaries and benefits for staff providing marketing solutions including content production, data analysis and advertising campaign optimizations.

(n) Research and development expenses

Research and development expenses include costs directly attributable to the conduct of research and development projects, primarily consist of salaries and other employee benefits. All costs associated with research and development are expensed as incurred.

F-10

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

(o) Income taxes

The Company’s subsidiaries in mainland China and Hong Kong are subject to the income tax laws of mainland China and Hong Kong. No taxable income was generated outside the PRC for six months ended December 31,2024 and 2023. The Company accounts for income taxes in accordance with ASC 740, Income Taxes. ASC 740 requires an asset and liability approach for financial accounting and reporting for income taxes and allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or future deductibility is uncertain.

ASC 740-10-25 prescribes a more-likely-than-not threshold for financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. It also provides guidance on the recognition of income tax assets and liabilities, classification accounting for interest and penalties associated with tax positions, years open for tax examination, accounting for income taxes in interim periods and income tax disclosures. There were no material uncertain tax positions as of December 31,2024 and 2023.

(p) Value added tax (“VAT”)

Sales revenue is the invoiced value of goods, net of VAT. The VAT is based on gross sales price and VAT rate is approximately 6%. The VAT may be offset by VAT paid by the Company on raw materials and other materials included in the cost of producing or acquiring its finished products. The Company recorded a VAT payable or receivable net of payments in the accompanying CFS. All of the VAT returns filed by the Company’s subsidiaries in the PRC, remain subject to examination by the tax authorities for five years from the date of filing.

(q) Earnings per share

The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average ordinary shares outstanding for the period. Diluted EPS takes into account the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised and converted into ordinary shares. As of December 31,2024 and 2023, there were no dilutive securities.

F-11

NOTE 2– SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES (cont.)

(r) Comprehensive income

Comprehensive income consists of two components, net income and other comprehensive income(loss). Other comprehensive income(loss) refers to revenue, expenses, gains, and losses that under U.S. GAAP are recorded as an element of stockholders’ equity but are excluded from net income. Other comprehensive income(loss) consists of foreign currency translation adjustment from the Company not using U.S. dollar as its functional currency.

(s) Foreign currency translation and transactions

The Company’s principal country of operations is the PRC. The financial position and results of its operations are determined using RMB, the local currency, as the functional currency. The Company’s consolidated financial statements are reported using the U.S. Dollars (“US$” or “$”). The results of operations and the consolidated statements of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income (loss) included in consolidated statements of changes in shareholders’ equity. Gains and losses from foreign currency transactions are included in the Company’s Consolidated Statements of Operations and Comprehensive Income.

The value of RMB against US$ and other currencies may fluctuate and is affected by, among other things, changes in the PRC’s political and economic conditions. Any significant revaluation of RMB may materially affect the Company’s financial condition in terms of US$ reporting. The following table outlines the currency exchange rates that were used in preparing the CFS:

		Years Ended<br><br> As of<br><br> June 30,<br><br>2024		Six Months Ended<br> <br>December 31,2024		Six Months Ended<br> <br>December 31,2023
Foreign currency		Balance Sheet		Profits/Loss		Profits/Loss
RMB:1	7.1884		7.1268		7.1373		7.1587

All values are in US Dollars.

(t) Segment reporting

ASC 280, “Segment Reporting,” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments.

The Company uses the management approach to determine reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”) for making decisions, allocating resources and assessing performance. The Company’s CODM has been identified as the CEO, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company.

Based on the management’s assessment, the Company determined that it has only one operating segment and therefore one reportable segment as defined by ASC 280. The Company’s assets are substantially all located in the PRC and substantially all of the Company’s revenue and expense are derived in the PRC. Therefore, no geographical segments are presented.

(u) Statements of cash flows

In accordance with ASC 230, Statement of Cash Flows, cash flows from the Company’s operations are formulated based upon the local currencies using the average exchange rate in the period. As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets.

F-12

NOTE 2– SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES (cont.)

(v) Significant risks

Currency risk

A majority of the Company’s expense transactions are denominated in RMB and a significant portion of the Company and its subsidiaries’ assets and liabilities are denominated in RMB. RMB is not freely convertible into foreign currencies. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China. Remittances in currencies other than RMB by the Company in China must be processed through the PBOC or other Company foreign exchange regulatory bodies which require certain supporting documentation in order to affect the remittances.

The Company maintains certain bank accounts in the PRC. On May 1, 2015, China’s new Deposit Insurance Regulation came into effect, pursuant to which banking financial institutions, such as commercial banks, established in the PRC are required to purchase deposit insurance for deposits in RMB and in foreign currency placed with them. Such Deposit Insurance Regulation would not be effective in providing complete protection for the Company’s accounts, as its aggregate deposits are much higher than the compensation limit, which is RMB500,000 for one bank (approximately $70,000). However, the Company believes that the risk of failure of any of these Chinese banks is remote. Bank failure is uncommon in the PRC and the Company believes that those Chinese banks that hold the Company’s cash, restricted cash and short-term investments are financially sound based on public available information.

Other than the deposit insurance mechanism in the PRC mentioned above, the Company’s bank accounts are not insured by Federal Deposit Insurance Corporation insurance or other insurance.

Concentration and credit risk

Currently, all of the Company’s operations are carried out in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC’s economy. The Company’s operations in the PRC are subject to specific considerations and significant risks not typically associated with companies in U.S. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittances abroad, and rates and methods of taxation, among other things.

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash, restricted cash, trade receivable, trade receivable – related parties, advances to suppliers and amount due from related parties. A portion of the Company’s sales are credit sales which are to the customers whose ability to pay is dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade receivables is limited due to generally short payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk.

Interest rate risk

Fluctuations in market interest rates may negatively affect the Company’s financial condition and results of operations. The Company is exposed to floating interest rate risk on cash deposit and floating rate borrowings, and the risks due to changes in interest rates is not material. The Company has not used any derivative financial instruments to manage the Company’s interest risk exposure.

F-13

NOTE 2– SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES (cont.)

Other uncertainty risk

The Company’s major operations are conducted in the PRC. Accordingly, the political, economic, and legal environments in the PRC, as well as the general state of the PRC’s economy may influence the Company’s business, financial condition, and results of operations.

The Company’s major operations in the PRC are subject to special considerations and significant risks not typically associated with companies in U.S. These include risks associated with, among others, the political, economic, and legal environment. The Company’s results may be adversely affected by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, and rates and methods of taxation, among other things. Although the Company has not experienced losses from these situations and believes that it is in compliance with existing laws and regulations including its organization and structure disclosed in Note 1, this may not be indicative of future results.

(w) Related parties

A party is considered to be related to the Company if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

(x) Recent accounting pronouncements

The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. As an “emerging growth company,” or EGC, the Company elected to take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards applicable to private companies. While the Company continues to evaluate certain aspects of the new standard, it does not expect the new standard to have a material effect on its financial statements and the Company does not expect a significant change in its leasing activities between now and adoption.

F-14

NOTE 2– SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES (cont.)

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The expanded annual disclosures are effective for the year ending December 31, 2024, and the expanded interim disclosures are effective in 2025 and will be applied retroactively to all prior periods presented. The Company is currently evaluating the impact that ASU 2023-07 will have on our CFS.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires, among other things, additional disclosures primarily for the income tax rate reconciliation and income taxes paid. The expanded annual disclosures are effective for the year ending December 31, 2025. The Company is currently evaluating the impact that ASU 2023-09 will have on our CFS and whether we will apply the standard prospectively or retroactively.

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires disclosure of disaggregated income expenses, including purchases of inventory, employee compensation, depreciation, and intangible asset amortization, among other things. The amendment also requires companies to provide a qualitative description of expense captions not separately disaggregated, as well as the total amount of selling expenses and, annually, the entity’s definition of selling expenses. The amendment is effective for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027. The Company is in the process of evaluating the impact ASU 2024-03 will have on its consolidated financial statements.

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s CFS.

F-15

NOTE 3 – TRADE RECEIVABLE, NET

As of December 31, 2024 and June 30,2024, trade receivable, net consisted of the following:

	December 31, <br><br>2024		June 30, 2024
	(Unaudited)
Trade receivable	$	734,344	$	226,747
Less: allowance for expected credit loss		—		—
Trade receivable, net	$	734,344	$	226,747

NOTE 4 – ADVANCES TO SUPPLIERS, NET

Advances to suppliers, net consisted of the following:

	December 31,<br><br> 2024		June 30, 2024
	(Unaudited)
Advances for products and services purchasing from third parties	$	5,671,682	$	5,174,302
Less: allowance for expected credit loss		—		—
Advances to suppliers, net	$	5,671,682	$	5,174,302

NOTE 5 – PREPAID EXPENSES AND OTHER CURRENTASSETS, NET

Prepaid expenses and other current assets, net consisted of the following:

	December 31, <br> 2024		June 30,<br> 2024
	(Unaudited)
Loans to third parties ^(1)^	$	4,098,405	$	3,087,665
Less: allowance for expected credit loss		—		—
Prepaid expenses and other current assets	$	4,098,405	$	3,087,665
	December 31, <br> 2024			June 30,<br> 2024
---	---	---	---	---	---	---
	(Unaudited)
Other receivables		247,317			263,445
Less: allowance for expected credit loss		(27,822	)		(28,063	)
Other receivables,net	$	219,495		$	235,382

(1)	The loans were made to business partners for short-term working capital purpose. The loans mature within 1 year and carry interest of 8% is paid semiannually.

F-16

NOTE 5 – PREPAID EXPENSES AND OTHERCURRENT ASSETS, NET (cont.)

Individual loan exceeding 5% of current assets are as following:

June 30, 2024

| Borrowers A | $ | 1,500,000 | | 8 | % | | 35,836 | 2024.03.13-2025.03.13 |

| Borrowers B | $ | 1,020,000 | | 8 | % | | 30,404 | 2024.02.15-2025.02.15 |

| Borrowers A | $ | 500,000 | | 8 | % | | 1,425 | 2024.06.17-2025.06.17 |

December 31, 2024 (Unaudited)

| Borrowers A | $ | 1,500,000 | | 8 | % | | 60,000 | 2024.03.13-2025.03.13 |

| Borrowers B | $ | 1,020,000 | | 8 | % | | 40,800 | 2024.02.15-2025.02.15 |

| Borrowers A | $ | 500,000 | | 8 | % | | 20,000 | 2024.06.17-2025.06.17 |

| Borrowers A | $ | 1,000,000 | | 8 | % | | 10,740 | 2024.11.12-2025.11.12 |

The movement of allowance of doubtful accounts is as follows:

	December 31,<br> <br>2024			June 30,<br> <br>2024
	(Unaudited)
Balance at beginning of the year	$	28,063		$	37,366
Current year addition		(241	)		(9,303	)
Write-off		—
Foreign exchange difference		—
Balance at end of the year	$	27,822		$	28,063

F-17

NOTE 6 – PROPERTY, PLANT AND EQUIPMENT,NET

Property, plant and equipment, stated at cost less accumulated depreciation, consisted of the following:

	December 31,<br> <br>2024			June 30,<br><br> 2024
	(Unaudited)
Electronic equipment	$	155,107		$	156,448
Less: accumulated depreciation		(38,914	)		(29,705	)
Property, plant and equipment, net	$	116,193		$	126,743

NOTE 7 – INTANGIBLE ASSETS, NET

	December 31,<br> <br>2024			June 30,<br><br> 2024
	(Unaudited)
Licensed digital assets	$	2,080,000		$	—
Less: accumulated amortization		(69,333	)		—
Intangible assets, net	$	2,010,667		$	—

Additions are all acquired from third-party suppliers in the current year.

As of December 31, 2024, the estimated future amortization expense for licensed digital assets is as follows:

	Year <br><br>Ending <br><br>December 31
2024	$	69,333
2025		416,000
2026		416,000
2027		416,000
2028		416,000
2029		346,667
Total	$	2,080,000

Amortization expense was $69,333 for the six-month period ended December 31, 2024. Costs incurred to renew or extend the term of recognized intangible assets are capitalized and amortized over the useful life of the asset. For the six-month period ended December 31, 2023, no such cost was incurred.

NOTE 8 – LEASES

On July 9, 2024, Haoxi BJ entered into a lease with an individual (the “Landlord 1”) for an office at 801/802, Block C, 8 / F, 103, Huizhong Li, Chaoyang District, Beijing. The lease was from July 1, 2024 to June 30, 2026, and annual rental was RMB589,200 ($81,965), to be paid quarterly.

These lease agreements do not contain any material residual value guarantees or material restrictive covenants, and the extended lease contract does not contain options to extend at the time of expiration.

For the Six Months Ended December 31,2024 and 2023, the Company occurred operating lease expense of $40,983 for Locke Time and $88,345(Includes Locke Time for $42,247 and Vantone Center for $46,098 ), respectively.

F-18

NOTE 8 – LEASES (cont.)

The weighted-average remaining lease term and the weighted-average discount rate of the lease is as follows:

	December31,<br> <br>2024

The following table summarizes the maturity of operating lease liabilities as of December 31 ,2024:

12 months ending December 31,	Operating
	(Unaudited)
2025	$	81,965
Total lease payments		81,965
Less: imputed interest		(3,149	)
Total lease liabilities	$	78,817

NOTE 9 – LONG TERM PAYABLE

On February 7, 2023, Beijing Haoxi signed an auto loan with Mercedes-Benz Auto Finance Co., Ltd. for RMB800,000 (approximately $111,290) to purchase a car worth RMB1,000,000 (approximately $139,113) with a down payment of RMB200,000 (approximately $27,822). The repayment period of the loan is 3 years with a monthly installment of RMB24,698. Mr. Xu Lei was the guarantor. As of December 31 ,2024, long-term payable were $51,234 (including current portion of $20,615 and noncurrent portion of $30,619). Long-term payable-non-current, net consisted of the following:


Long-term payable	53,612
unrecognized financing expense	(2,378	)
Long-term payable, net	51,234
Less; Long-term payable, current	20,615
Long-term payable, non-current	30,619

The weighted-average remaining loan term and the required rate of return required by the lender is as follows:

	December 31,<br> <br>2024

F-19

NOTE 10 – LOANS

Short-term loans of the Company consist of the following:

	December 31, 2024

| China Construction Bank^(1)^ | $ | 118,246 | | 3.95 | ^%^ | 2024.07.24-2025.07.24 |

| China Construction Bank ^(1)^ | | 120,333 | | 3.95 | ^%^ | 2024.11.13-2025.11.13 |

| China Construction Bank ^(1)^ | | 77,903 | | 3.82 | % | 2024.11.13-2025.11.13 |

| China Construction Bank^(1)^ | | 269,601 | | 3.82 | % | 2024.11.13-2025.11.13 |

| Bank of China^(3)^ | | 236,492 | | 4.15 | % | 2023.06.28-2025.06.28 |

| Bank of Communications^(2)^ | | 299,093 | | Details | | 2023.11.27-2025.11.27 |

| Total | $ | 1,121,668 | | | | |

	June 30, 2024

| China Construction Bank^(1)^ | $ | 203,457 | | 3.95 | % | 2023.12.12-2024.12.12 |

| China Construction Bank^(1)^ | | 77,173 | | 3.95 | % | 2023.12.27-2024.12.27 |

| China Construction Bank^(1)^ | | 121,420 | | 3.95 | % | 2023.12.26-2024.12.26 |

| China Construction Bank^(1)^ | | 110,428 | | 3.95 | % | 2024.01.31-2025.01.31 |

| China Construction Bank^(1)^ | | 68,474 | | 3.85 | % | 2023.12.12-2024.12.12 |

| Bank of China^(3)^ | | 14,032 | | 4.15 | % | 2023.06.28-2024.12.28 |

| Bank of China^(3)^ | | 238,537 | | 4.15 | % | 2023.06.28-2025.06.28 |

| Total | $ | 833,521 | | | | |

Long-term loans of the Company as of December 31, 2024 consists of the following:

	June 30, 2024

| Bank of Communications^(2)^ | | 301,678 | | Details | 2023.11.27-2025.11.27 |

| Total | $ | 301,678 | | | | | (1) | These loans with China Construction Bank carry the fixed interest rate and are unsecured. | | --- | --- | | (2) | The loans from Bank of Communications of China are unsecured and carry floating interest rates. The interest rate of each loan is based on the one year Chinese Loan Prime Rate, or LPR, to the agreed “Pricing Benchmark date,” according to the value of addition (subtraction) points agreed upon in the Application for the Use of Loan on the draw date. The applicable date of the Pricing base shall be the draw date, and the applicable LPR value shall be the last published LPR value before the draw date. | | --- | --- | | (3) | In connection with the loan with the Bank of China, Mr. Lei Xu provided a guarantee for the repayment of the loan. In addition, Beijing Capital Financing Guarantee Co., Ltd. provided a joint guarantee with Mr. Xu. | | --- | --- |

Interest expense for the six months ended December 31, 2024 and December 31,2023, was $22,490 and $15,181 respectively.

F-20

NOTE 11 – RELATED PARTY TRANSACTIONS AND BALANCES

The table below sets forth the major related parties and their relationships with the Company as of December 31, 2024, and June 30, 2024:

Name of related parties	Relationship with the Company
Zhen Fan	A shareholder of the Company
	December 31, <br><br>2024		June 30,<br><br>2024
---	---	---	---	---
	(Unaudited)
Amounts due to related parties
Zhen Fan	$	6,187	$	6,187
	$	6,187	$	6,187

NOTE 12 – SHAREHOLDERS’ EQUITY

Ordinary shares

On August 5, 2022, Haoxi’s shareholders approved an Amended and Restated Memorandum and Articles of Association, pursuant to which 6,000,000 shares were authorized as Class A ordinary shares and 2,000,000 shares were authorized as Class B ordinary shares with a nominal or par value of $0.0001 per share (each is hereinafter referred to as “Class A Ordinary Shares” and “Class B Ordinary Shares”). Class A Ordinary Shares are entitled to one vote per share and Class B Ordinary Shares are entitled to 10 votes per share. Haoxi issued 690,800 Class B Ordinary Shares to Mr. Fan Zhen and 309,200 Class A Ordinary Shares to Mr. Lei Xu and four other shareholders on August 5, 2022. On November 28, 2022, the Company newly issued 179,200 Class A Ordinary Shares to the investor, with the par value credited to ordinary shares. On September 20, 2024, the Company newly issued 1,606,800 Class A Ordinary Shares to the investor, with the par value credited to ordinary shares.

The Company held an annual general meeting on January 10, 2025 and the shareholders of the Company voted to pass the following resolutions :

(1)	the Company effected a reverse stock split at a ratio of 25-to-1.

(2)

Increase in the authorized capital. The authorized share capital of the Company was increased from US$200,000 divided into (i) 6,000,000 Class A Ordinary Shares of par value of US$0.0025 each, and (ii) 2,000,000 Class B Ordinary Shares of par value of US$0.0025 each to US$1,000,000 divided into (i) 300,000,000 Class A ordinary shares of par value of US$0.0025 each and (ii) 100,000,000 Class B ordinary shares of par value of US$0.0025 each.

All the shares and share price in the condensed unaudited consolidated financial statements and notes have been retrospectively adjusted to reflect the effect of the reverse stock split.

Statuary Reserve

In accordance with the Regulations on Enterprises of PRC, WFOE and Haoxi BJ in the PRC are required to provide for statutory reserves, which are appropriated from net profit as reported in the Company’s PRC statutory accounts. They are required to allocate 10% of their after-tax profits to fund statutory reserves until such reserves have reached 50% of their respective registered capital. These reserve funds, however, may not be distributed as cash dividends. As of December 31, 2024 and June 30, 2024, the statutory reserves of WFOE and Haoxi BJ have not accumulated retained earnings and, thus, are not required to appropriate statutory reserves. As of December 31, 2024 and June 30, 2024 ,the balances of the statutory reserves were nil and nil, respectively.

Restricted net assets

The Company’s ability to pay dividends is primarily dependent on the Company receiving distributions of funds from its subsidiaries. Relevant PRC statutory laws and regulations permit payments of dividends by Haoxi BJ, if any, as determined in accordance with PRC accounting standards and regulations. The results of operations reflected in the CFS prepared in accordance with U.S. GAAP differ from those reflected in the statutory financial statements of the Company’s subsidiaries.

Foreign exchange and other regulations in the PRC may further restrict the Company’s subsidiaries from transferring funds to the Company in the form of dividends, loans and advances. Amounts restricted include paid-in capital and statutory reserves of the Company’s PRC subsidiaries as determined pursuant to PRC generally accepted accounting principles. As of December 31, 2024 and June 30, 2024, restricted net assets of the Company’s PRC subsidiaries were $27,778 and $27,778, respectively.

F-21

NOTE 13 – TAXES

Corporation Income Tax (“CIT”)

The Company is subject to income taxes on an entity basis on income derived from the location in which each entity is domiciled.

Haoxi is incorporated in Cayman Islands as an offshore holding company and is not subject to tax on income or capital gain under the laws of Cayman Islands.

Haoxi HK is incorporated in Hong Kong as a holding company with no activities. Under the Hong Kong tax laws, an entity is not subject to income tax if no revenue is generated in Hong Kong.

Under the Enterprise Income Tax (“EIT”)

Law of the PRC, domestic enterprises and Foreign Investment Enterprises (the “FIE”) are usually subject to a unified 25% EIT rate, which WFOE and Haoxi BJ are subject to. In addition, the PRC Enterprise Income Tax Law provides small or qualified small and thin-profit enterprises, the annual taxable income up to RMB1 million ($139,113) is subject to an effective EIT rate of 2.5% from January 1, 2021 to December 31, 2022; where the annual taxable income exceeds RMB 1 million ($139,113) but does not exceed RMB 3 million ($420,3272), the amount in excess of RMB 1 million($139,113) is subject to an effective EIT rate of 5% from January 1, 2022 to December 31, 2024.

The provision for income tax consisted of the following:

	Six Months Ended<br> <br>December 31,
	2024		2023
	(Unaudited)		(Unaudited)
Current
Cayman Islands	$	-	$	-
Hong Kong		-		-
China		234,610		40,030
Deferred				-
Cayman Islands				-
Hong Kong				-
China				-
Income tax provision	$	234,610	$	40,030

The following table reconciles the statutory rate to the Company’s effective tax rate:

	Six Months Ended<br> <br>December 31,
	2024			2023
	(Unaudited)			(Unaudited)
Income tax (benefit)/expense computed at applicable tax rates (25%)		25.0	%		25.0	%
Preferential tax treatment		(11,321	)		(20.00	)
Effective tax rate		(11,296	)%		5.00	%

F-22

NOTE 13 – TAXES (cont.)

Deferred tax assets and liabilities

Components of deferred tax assets and liabilities were as follows:

	December 31,<br> <br>2024			June 30,<br><br>2024
	(Unaudited)
Net operating loss carry forwards	$	142,115		$	142,115
Deferred tax assets, gross		142,115			142,115
Valuation allowance on net operating loss		(142,115	)		(142,115	)
Deferred tax assets	$	—		$	—

As of each reporting date, management considers evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. On the basis of this evaluation, valuation allowance of $142,115 was recorded against the gross deferred tax asset balance as of December 31, 2024.,The amount of the deferred tax asset is considered realizable because it is more likely than not that the Company will not generate sufficient future taxable income to utilize this portion of the net operating loss.

The tax payable consisted of the following:

	December 31,<br><br> 2024			June 30,<br><br> 2024
	(Unaudited)
VAT payable	$	(362,787	)	$	366,720
Income tax payable		902,829			676,017
Other tax payable		1,457			1,796
Tax payable	$	541,499		$	1,044,532

NOTE 14 – CONCENTRATION OF MAJOR CUSTOMERSAND SUPPLIERS

Major Customers

For the six months ended December 31, 2024, none of our customers contributed over 10% revenue of the Company. As of December 31, 2024, account receivable balance of Customers P, I, S and M accounted for approximately 31%, 27%, 12% and 11% of the Company’s total trade receivable.

For fiscal 2024, no customer contributed over 10% revenue of the Company. As of June 30, 2024, Customers A and I accounted for approximately 54% and 17% of the Company’s total trade receivable.

For the six months ended December 31, 2023, none of our customers contributed over 10% revenue of the Company. As of December 31, 2023, account receivable balance of Customer M accounted for approximately 64% of the Company’s total trade receivable.

Major Suppliers

For the six months ended December 31, 2024, Supplier L accounted for approximately 99% of the total purchases. As of December 31,2024, Suppliers U and V accounted for approximately 51% and 49% of the Company’s trade accounts payable.

For fiscal 2024, Supplier L accounted for approximately 100% of our total purchases. As of June 30, 2024, Supplier P accounted for approximately 100% of the Company’s trade accounts payable.

For the six months ended December 31, 2023, Supplier L accounted for approximately 99% of the total purchases. As of December 31,2023, Supplier P accounted for approximately 100% of the Company’s trade accounts payable.

F-23

NOTE 15 – CONTINGENCIES

Contingencies

The Company may be involved in various legal proceedings, claims and other disputes arising from the commercial operations, projects, employees and other matters which, in general, are subject to uncertainties and in which the outcomes are not predictable. The Company determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. Although the outcomes of these legal proceedings cannot be predicted, the Company does not believe these actions, in the aggregate, will have a material adverse impact on its financial position, results of operations or liquidity. As of December 31, 2024, the Company was not aware of any litigation or lawsuit against it.

NOTE 16 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the April 22, 2025 and determined that there have been no events that have occurred that would require adjustments to disclosure in the consolidated financial statements except for the following:

The Company held an annual general meeting on January 10, 2025 and the shareholders of the Company voted to pass the following resolutions :

(1)	the Company effected a reverse stock split at a ratio of 25-to-1.
(2)	Increase in the authorized capital. The authorized share<br>capital of the Company was increased from US$200,000 divided into (i) 6,000,000 Class A Ordinary Shares of par value of US$0.0025 each,<br>and (ii) 2,000,000 Class B Ordinary Shares of par value of US$0.0025 each to US$1,000,000 divided into (i) 300,000,000 Class A ordinary<br>shares of par value of US$0.0025 each and (ii) 100,000,000 Class B ordinary shares of par value of US$0.0025 each.
---	---

(1)

the Company effected a reverse stock split at a ratio of 25-to-1.

(2)

Increase in the authorized capital. The authorized share capital of the Company was increased from US$200,000 divided into (i) 6,000,000 Class A Ordinary Shares of par value of US$0.0025 each, and (ii) 2,000,000 Class B Ordinary Shares of par value of US$0.0025 each to US$1,000,000 divided into (i) 300,000,000 Class A ordinary shares of par value of US$0.0025 each and (ii) 100,000,000 Class B ordinary shares of par value of US$0.0025 each.

---

All the shares and share price in the condensed unaudited consolidated financial statements and notes have been retrospectively adjusted to reflect the effect of the reverse stock split.

F-24

Exhibit 99.2

MANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion andanalysis of our financial condition and results of operations in conjunction with the section entitled “Selected Consolidated FinancialData” and our consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion containsforward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materiallyfrom those anticipated in these forward-looking statements as a result of various factors, including those set forth under “RiskFactors” and elsewhere in this prospectus.

Overview

We are a holding company incorporated in the Cayman Islands. As a holding company with no substantive operations, we conduct our operations primarily through the operating entity, Beijing Haoxi Digital Technology Co., Ltd. (“Haoxi Beijing”), which is an online marketing solution provider based in China. The operating entity is dedicated to helping its advertiser customers manage their online marketing activities to achieve their business goals. The operating entity advises advertisers on online marketing strategies, offers value-added advertising optimization services and facilitates the deployment of online ads through the form of short video ads.

Our net revenue was $23.50 million and $23.95 million for six months ended December 31,2023 and 2024, respectively. Our net loss was $0.23 million for six months ended December 31, 2024, while the net income was $0.76 million for six months ended December 31, 2023.

Major Factors Affecting Our Results of Operations

Availability and dynamics of user traffic

The operating entity currently relies on media platforms of a third party, ByteDance, to acquire user traffic for its advertiser customers during the historical reporting periods. If it fails to maintain its business relationship with ByteDance or ByteDance its popularity, business, financial condition, and results of operations could be materially and adversely affected, especially if it could not be able to obtain sufficient user traffic from any alternative platform.

Customer Acquisitionand Retention

The operating entity’s customers are primarily in the healthcare industry. The operating entity’s ability to increase the number of healthcare industry advertisers largely depends on its ability to provide one-stop comprehensive online marketing services to improve their return on investment (“ROI”) in online advertisements. It had 338 and 389 advertisers customers during the year ended Dec 31, 2023 and 2024, respectively.

The operating entity’s future sales and marketing efforts will relate to customer acquisition and retention, and general marketing. It intends to keep allocating significant resources to increase the advertisers’ return on ad expenditure.

Regulatory Environment

The operating entity’s business is subject to complex and evolving laws and regulations in China. Many of these laws and regulations are relatively new and subject to changes and uncertain interpretation, and could result in claims, changes to its business practices, monetary penalties, increased cost of operations, declines in user growth or engagement, or other harm to its business.

Results of Operations

For six months ended December 31, 2023 and2024

The following table shows key components of our results of operations for six months ended December 31, 2023 and 2024, in U.S. dollars and as a percentage of fluctuations.

	For six months ended December 31,				Change
	2023		2024		Amount			%
	(US)		(US)
Revenue						451,088			2	%
Cost of revenue						1,172,083			5	%
Gross profit						(720,995	)		(60	)%
Operating expenses
Sales and marketing						9,709			47	%
General and administrative						178,305			54	%
Research and development						36,714			119	%
Asset impairment loss
Total operating cost and expenses						224,728			59	%
Income from operations				)		(945,723	)		(116	)%
Finance cost		)				150,441			896	%
Other income, net		)		)		(2,869	)		212	%
Income before income taxes						(798,151	)		(100	)%
Income taxes						194,580			486	%
Net Income				)		(992,731	)		(131	)%
Foreign currency translation loss		)		)		558,314			92	%
Total comprehensive loss				)		(434,417	)		(280	)%

All values are in US Dollars.

Revenue

We generate revenue from providing one-stop online marketing solutions, including traffic acquisition from mainstream online media platforms, content production, data analysis and advertising campaign optimization, to advertisers through the operating entity. Net revenue was $23.50 million and $23.59 million for six months ended December 31, 2023 and 2024, respectively. The increase in our revenue is mainly attributable to the increase in the number of customers we served, from 338 for the six months ended December 31, 2023 to 389 in the comparative period ended December 31,2024. The average revenue per customer decreased slightly from $69,538 for six months ended December 31, 2023 to $61,581 for six months ended December 31, 2024. The decline was mainly due to the online advertising segment entering a more mature stage of development, followed with intensified price competition as customers gained more options among a growing and diversified pool of marketing solutions providers.

Cost of revenue

Our cost of revenue consists primarily of the purchase of online traffic from third-party media platforms after deducting rebates, and salaries and benefits for business operation staff. The cost of revenue increased by $1.17 million or 5%, from $22.30 million for six months ended December 31, 2023 to $23.47 million for six months ended December 31, 2024. The increase in costs was due to the company's first overseas business through agents, which increased costs

Gross profit and gross margin

Our gross profit decreased by $0.72 million, from $1.20 million for six months ended December 31, 2023, to $0.48 million for six months ended December 31, 2024. Gross profit as a percentage of revenue (“gross margin”) was 2.01% for six months ended December 31, 2024, lower than that of 5.11% for six months ended December 31, 2023. The decrease was mainly due to the intense market competition, resulting a lower price of the operating entity’ services.

Selling and marketing expenses

Our selling and marketing expenses primarily consist of payroll costs and office related expenses. Selling and marketing expenses increased by 47% from $20,564 in the six months ended December 31, 2023 to $30,273 in the six months ended December 31, 2024. It was mainly due to an increase in sales staff’s performance-based bonus.

General and administrative expenses

Our general and administrative expenses mainly consist of salaries and bonus, as well as office related expenses. General and administrative expenses increased by $178,305 or 54%, from $331,610 for six months ended December 31, 2023 to $509,915 for six months ended December 31, 2024. The increase was mainly attributable to a decrease in salary and bonuses by 40% and the increase by 90% of our management team and professional fees in connection with our underwritten follow-on offering closed in September 2024.

Research and development expenses

Our R&D expenses mainly consist of salaries and benefits of our R&D staff for the development of Bidding Compass, our online ads bidding analysis software. Research and development expenses increased by $36,714 or 119%, from $30,842 for six months ended December 31, 2023 to $67,556 for six months ended December 31, 2024. It was mainly attributable to the increase in salaries of R&D staff.

Income taxes

We had income taxes of $40,030 and $234,610 for six months ended December 31, 2023 and 2024, respectively.

Net (loss)/income

As a result of the foregoing, we had net income of $0.76 million and net loss of $0.23 million for six months ended December 31, 2023 and 2024, respectively.

Liquidity and Capital Resources

As of December 31, 2024, we had $9,096,424 in cash and cash equivalents which increased by $2,440,690 from $6,655,734 as of June 30, 2024. Our principal sources of liquidity have been proceeds from operations. As reflected in the condensed unaudited consolidated financial statements (the “CFS”), we had a net shareholders’ equity of $18.74 million as of December 31, 2024, and $7.75 million of cash provided by financing activities for six months ended December 31, 2024. We completed our follow-on offering on September 20, 2024 and raised $7.75 million in net proceeds, as such we believe the current cash and cash equivalents will be sufficient to meet the anticipated working capital requirements and expenditures for the next 12 months.

We continue to explore opportunities to grow our business. However, we are growing our business scale on a fast track that necessitates additional working capital to finance our growth, so we expect that negative cashflows from operations will occur for the foreseeable future. While we have sufficient cash for the next 12 months from the date these financial statements are issued, if we are unable to grow the business to achieve economies of scale in the future, it will become even more difficult for us to sustain a sufficient source of cash to cover our operating costs. We plan to raise additional capital, including among others, obtaining debt financing, to support our future operation. There can be no assurance, however, that we will be able to obtain additional financing on terms acceptable to us, in a timely manner, or at all.

As a Cayman Islands exempted and offshore holding company, we are permitted under PRC laws and regulations to provide funding to our wholly foreign-owned subsidiary in China only through loans or capital contributions, subject to the approval of government authorities and limits on the amount of capital contributions and loans. In addition, Beijing Haoxi Health Technology Co., Limited (“WFOE”) may provide Renminbi funding to the operating entity through capital injection or loans.

The following table sets forth a summary of our cash flows for the periods indicated.

	Six Months Ended December 31,
	2023 (US)		2024 (US)
Net cash provided by(used in) operating activities				)
Net cash used in investing activities		)		)
Net cash provided by financing activities
Effect of exchange rate changes on cash and cash equivalents		)
Net increase in cash and cash equivalents		)
Cash and cash equivalent at the beginning of the period
Cash and cash equivalent at the end of the period

All values are in US Dollars.

Operating Activities

Net cash used in operating activities for six months ended December 31, 2024 was $2.25 million, compared to $0.30 million provided by operating activities for six months ended December 31, 2023. Compared with the same period, the decrease by $2.55 million during the comparative periods was mainly due to a decrease of change in accounts payable by $0.94 million, trade receivable by $0.30 million, and the decrease in net profit by $0.99 million.

Investing Activities

Net cash used in investing activities for six months ended December 31, 2024 was $3.07 million compared to $16,162 used in investing activities for six months ended December 31, 2023. The increase in cash used in investing was mainly due to the increase in the purchase of intangible assets by $2.03 million and loan to a non-affiliated third party by $1.08 million. The loan was made pursuant to an agreement dated November 5, 2024 and will mature on November 11, 2025 with an interest rate of 8% per annum.

Financing Activities

Net cash provided by financing activities for six months ended December 31, 2024 was $7.75 million, compared to $0.24 million provided by financing activities for six months ended December 31, 2023. The increase is mainly attributable to proceeds from our follow-on offering.

Capital Expenditures

We made capital expenditures of $5,135 and $16,162 for six months ended December 31, 2024 and 2023, respectively. Our capital expenditures have been used primarily to purchase fixed assets for business purposes. We estimate that our capital expenditures will increase moderately in the following two or three years to support the expected growth of our business. We anticipate funding our future capital expenditures primarily with net cash flows from operating activities and financing activities.

Contractual Obligations and Contingencies

From time to time, we may be subject to certain legal proceedings, claims and disputes that arise in the ordinary course of business. Although the outcomes of these legal proceedings cannot be predicted, we do not believe these actions, in the aggregate, will have a material adverse impact on its financial position, results of operations or liquidity. We are not aware of any material pending or threatened claims and litigation through and as of December 31, 2024.

The following table sets forth our contractual obligations as of December 31,2024.

	Payment Due by Period
	Total	Less than<br> 1 year		1 – 3 years		3 – 5 years
	(in in thousand)
Borrowings		$	1,121,668	$	—	$	—
Lease obligations		$	81,965	$	40,983	$	—
Total		$	1,203,633	$	40,983	$	—

All values are in US Dollars.

Off-Balance Sheet Arrangements

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our own shares and classified as equity, or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. Moreover, we do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

Holding Company Structure

Our Company is a holding company with no material operations of its own. As most of our operations are conducted through the operating entity, our ability to pay dividends is primarily dependent on receiving distributions of funds from our PRC subsidiaries, WFOE and Haoxi Beijing. Our WFOE is permitted to pay dividends to us only out of its retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC law, our WFOE and Haoxi Beijing are required to set aside at least 10% of its after-tax profits each year, if any, to fund certain statutory reserve funds until such reserve funds reach 50% of its registered capital. In addition, our WFOE may allocate a portion of its after-tax profits based on PRC accounting standards to enterprise expansion funds and staff bonus and welfare funds at its discretion, may allocate a portion of its after-tax profits based on PRC accounting standards to a discretionary surplus fund at its discretion. The statutory reserve funds and the discretionary funds are not distributable as cash dividends.

Our Company, through a restructuring which is accounted for as a reorganization of entities under common control (the “Reorganization”), became the ultimate parent entity of its subsidiary, Haoxi Beijing.

Quantitative and Qualitative Disclosures aboutMarket Risk

Credit Risk

Our credit risk arises from cash and cash equivalents, trade receivable, and amount due from related parties. As of December 31, 2023 and 2024, and June 30, 2024, all of our cash and cash equivalents were held by major financial institutions located in mainland China and Hong Kong. We believe these financial institutions are of high credit quality. For trade receivable, we extend credit based on an evaluation of the customer’s financial condition, generally without requiring collateral or other security. Further, we review the recoverable amount of each individual receivable at each balance sheet date to ensure that adequate allowances are made for doubtful accounts. In this regard, we consider that our credit risk for trade receivable is significantly reduced. For amount due from related parties, we provide advances to the officers for daily operation. The credit risk is mitigated by ongoing monitoring process of outstanding balance and timely collection when there is no immediate need for such advances.

Customer and Supplier Concentration Risk

Major Customers

For the six months ended December 31, 2024, none of our customers contributed more than 10% of our total revenue. As of December 31, 2024, account receivable balance of Customers A, I, S and M accounted for approximately 31%, 27%, 12% and 11% of the Company’s total trade receivable.

For fiscal 2024, no customer contributed more than 10% of the total revenue of the Company. As of June 30, 2024, Customers A and I accounted for approximately 54% and 17% of the Company’s total trade receivable.

For the six months ended December 31, 2023, none of our customers contributed more than 10% of the total revenue of the Company. As of December 31, 2023, account receivable balance of Customer M accounted for approximately 64% of the Company’s total trade receivable.

Major Suppliers

For the six months ended December 31, 2024, Supplier L accounted for approximately 99% of the total purchases. As of December 31, 2024, Suppliers U and V accounted for approximately 51%and 49% of the Company’s trade accounts payable.

For fiscal 2024, Supplier L accounted for approximately 100% of our total purchases. As of June 30, 2024, Supplier P accounted for approximately 100% of the Company’s trade accounts payable.

For the six months ended December 31, 2023, Supplier L accounted for approximately 99% of the total purchases. As of December 31, 2023, Supplier P accounted for approximately 100% of the Company’s trade accounts payable.

Liquidity Risk

We are exposed to liquidity risk, which is the risk that we will be unable to provide sufficient capital resources and liquidity to meet our commitments and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures. When necessary, we will turn to other financial institutions and the shareholders to obtain short-term funding to meet the liquidity shortage.

Foreign Currency Risk

Substantially all of our operating activities and our assets and liabilities are denominated in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through the Peoples’ Bank of China (“PBOC”) or other authorized financial institutions at exchange rates quoted by PBOC. Approval of foreign currency payments by the PBOC or other regulatory institutions requires submitting a payment application form together with suppliers’ invoices and signed contracts. The value of RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market.

Inflation risk

Since our inception, inflation in China has not materially affected our results of operations. According to the National Bureau of Statistics of China, the year-over-year percent changes in the consumer price index for six months ended December 31, 2024 and 2023 were increases of 0.1% and 1.5%, respectively. Although we have not been materially affected by inflation in the past, we may be affected if China experiences higher rates of inflation in the future.

Critical Accounting Policies and Estimates

Basis of presentation

The accompanying CFS are prepared and presented in accordance with U.S. GAAP.

Principles of consolidation

The accompanying CFS include the accounts of us, and our subsidiaries, of which we are the primary beneficiary, from the dates they were acquired or incorporated. All inter-company transactions and balances were eliminated in the consolidation.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure of contingent assets and liabilities at the date of these CFS, and the reported amounts of revenue and expenses during the reporting period. We continually evaluate these estimates and assumptions based on the most recently available information, historical experience and various other assumptions that we believe to be reasonable under the circumstances. Significant accounting estimates reflected in our CFS include but are not limited to estimates and judgments applied in determination of allowance for doubtful receivables, impairment losses for long-lived assets including intangible assets, valuation allowance for deferred tax assets, fair value measurement for preferred shares. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates.

Foreign currency translation and transactions

Our principal country of operations is the PRC. The financial position and results of our operations are determined using RMB, the local currency, as the functional currency. Our financial statements are reported using U.S. Dollars (“US$”). Assets and liabilities are translated using the exchange rate at each balance sheet date. The statements of operations and the consolidated statements of cash flows denominated in foreign currency are translated at the average rate of exchange during the reporting period, and shareholders’ equity is translated at historical exchange rates. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Adjustments resulting from the translation are recorded as a separate component of accumulated other comprehensive income/(loss) in shareholders’ equity.

The value of RMB against US$ and other currencies may fluctuate and is affected by, among other things, changes in the PRC’s political and economic conditions. Any significant revaluation of RMB may materially affect our financial condition in terms of US$ reporting. The following table outlines the currency exchange rates that were used in creating our CFS in this prospectus:

		Years Ended<br><br> As of June 30,<br><br> 2024		Six Months Ended<br> <br>December 31, 2024		Six Months Ended<br> <br>December 31,2023
Foreign currency		Balance Sheet		Profits/Loss		Profits/Loss
RMB:1	7.1884		7.1268		7.1373		7.1587

All values are in US Dollars.

No representation is made that the RMB amounts could have been, or could be, converted into U.S. dollars at the rates used in translation.

Fair value of financial instruments

Our financial instruments primarily consist of cash and cash equivalents, trade receivable and amount due from related parties. The carrying values of these financial instruments approximate fair values due to their short term in nature.

Fair value (“FV”) is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. This topic also establishes a FV hierarchy which requires classification based on observable and unobservable inputs when measuring FV. There are three levels of inputs that may be used to measure FV:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the FV of the assets or liabilities.

Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate its hierarchy disclosures each quarter.

Revenue recognition

We are an online marketing solutions provider which provides customer-tailored internet marketing services based on data analysis technology through the operating entity. Our revenue primarily includes advertising service revenue.

We follow Accounting Standards Update (“ASU”) 2014-09 Revenue from Contracts with Customers (FASB ASC Topic 606) using the modified retrospective approach. The results of applying Topic 606 using the modified retrospective approach were insignificant and did not have a material impact on our CFS, business process, controls, or systems.

Revenue from advertising services primarily consists of revenue from providing online advertising services. Revenue represents the amount of consideration that we are entitled to in exchange for the transfer of promised services in the ordinary course of our activities and is recorded net of value-added tax (“VAT”). Consistent with the criteria of FASB ASC Topic 606, we recognize revenue when the performance obligation in a contract is satisfied by transferring the control of a promised service to a customer. We also evaluate whether it is appropriate to record the gross amounts of services sold and the related costs, or the net amounts earned as commissions. Payments for services are generally received after deliveries. In the event we receive an advance from a customer, such advance is recorded as a liability to us.

Online Marketing Solutions Services

The operating entity provides one-stop online marketing solutions, including traffic acquisition from top online media platforms, content production, data analysis and advertising campaign optimization, through the operating entity to our advertisers. The operating entity charges the advertiser customers primarily based on a mix of Cost-Per-Click (“CPC”) (recognize revenue when specified action, such as click-throughs, is performed) or Cost-Per-Time (“CPT”) (recognized revenue over the period of the contract by reference to the progress towards complete satisfaction of that performance obligation). Media partners may also grant to the operating entity rebates mainly based on gross advertisement spending (i) in the form of prepayments for future traffic acquisition; (ii) to net off the accounts payables we owed to them; or (iii) in cash. Media partners include both media platforms (such as Toutiao and Douyin) as well as authorized third-party agents of media platforms, through which the operating entity places ads for its advertiser customers when it has no direct contact with the platform. The operating entity procures ad slots from the media partners (which it regards as its suppliers) to place ads for its advertiser customers.

While none of the factors individually are considered presumptive or determinative, in this arrangement we are the primary obligor and responsible for (i) identifying and contracting with third-party advertisers which we view as customers, and delivering the specified integrated services to the advertisers; (ii) bearing certain risks of loss to the extent that the cost incurred for producing content, formulating advertisement campaign and acquiring user traffic from online media platforms cannot be compensated by the total consideration received from the advertisers, which is similar to inventory risk; and (iii) performing all the billing and collection activities, including retaining credit risk. We assume ownership in the specified service before the service is delivered to the advertiser and act as the principal of these arrangements and therefore recognizes revenue earned and costs incurred related to these transactions on a gross basis. Under this arrangement, the rebates earned from the media partners are recorded as a reduction of cost of services.

The core principle underlying the revenue recognition ASC 606 is that the Company recognizes revenue to represent the transfer of services to advertiser customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This requires the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time. The Company’s advertising service contracts have one single performance obligation, being the promise to display advertiser customers’ advertisement on the media platform, The services, such as content production, data analysis and advertising campaign optimizations, are performed as inputs to produce or deliver the combined output specified by the advertiser customer, and are highly interrelated, thus each of services cannot be separately performed to fulfil the promise and is, therefore, not distinct. Under ASC 606, the related revenues are recognized. When the Company provides services to advertiser customers which are charged based on the CPC model, control of services transfers when the specific action such as click-throughs is performed. When the Company provides services to customers which are charged based on the time advertised under the CPT model, control of services transfers over time and revenue is recognized over the period of the contract by reference to the progress, which is measured by the duration for displaying the advertisement, towards complete satisfaction of that performance obligation, which is measured by the completion of the displaying period.

CPC is a performance-based metric and under which we charge our advertiser customers when an Internet user clicks the online advertisement we place. Most of our advertiser customers are charged based on the CPC mechanism. Under the CPT mechanism, we charge our advertiser customers for placing an online short video for a specific period of time. Few of our advertiser customers which intend to promote their brand name on the media platform adopt the CPT model.

The transaction price under CPC model for marketing solutions is based on the bidding price which varies from time to time due to the advertisement bidding price competition mechanism set by media platforms. Only the advertisement with the highest bidding prices can be displayed and such bidding prices are recognized as transaction prices once the Internet users click on the advertisements. We receive invoices from media partners. The invoiced fees contained therein are equal to: (x) traffic acquisition costs (equal to bidding price per click-through multiplied by users’ click-throughs), minus, (y) rebates from media partners as agreed, and the invoice fees are then recognized as cost of revenue. We then issue invoices to our advertiser customers, and charge them the amount equal to: (x) the traffic acquisition costs, plus, (y) service charge, and the total amount is recognized as revenue.

Under the CPT model, the transaction price we charge our advertiser customers for placing advertisement for a specific period of time is contractually agreed upon by our advertiser customers and us. We recognize revenue over the period of the contract by reference to the progress, which is measured by the duration for displaying the advertisement, towards complete satisfaction of that performance obligation, which is measured by the completion of the displaying period. We receive invoices from media partners equivalent to traffic acquisition costs (equal to the predetermined CPT by the media platforms, multiplied by the duration of display) minus rebates from media partners as agreed and recognized as cost of revenue.

Uncertain tax positions

We use a more likely than not threshold for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. As a result, the impact of an uncertain income tax position is recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained.

Interest on non-payment of income taxes under requirement by tax law and penalties associated with tax positions when a tax position does not meet the minimum statutory threshold to avoid payment of penalties recognized, if any, will be classified as a component of the provisions for income taxes. The tax returns of Haoxi HK and Haoxi Beijing are subject to examination by the relevant local tax authorities. According to the Departmental Interpretation and Practice Notes No.11 (Revised) (“DIPN11”) of the Hong Kong Inland Revenue Ordinance (the “HK tax laws”), an investigation normally covers the six years of the assessment prior to the year of the assessment in which the investigation commences. In the case of fraud and willful evasion, the investigation is extended to cover ten years of assessment. According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is due to computational errors made by the taxpayer or the withholding agent. The statute of limitations is extended to five years under special circumstances, where the underpayment of taxes is more than RMB0.1 million. In the case of transfer pricing issues, the statute of limitation is ten years. There is no statute of limitation in the case of tax evasion. For the six months ended December 31, 2023 and 2024, we did not have any material interest or penalties associated with tax positions. We did not have any significant unrecognized uncertain tax positions as of December 31, 2023 or December 31, 2024. We do not expect that our assessment regarding unrecognized tax positions will materially change over the next 12 months.

Recent Issued or Adopted Accounting Standards

The Company considers the applicability and impact of all accounting standards updates (“ASUs”). Management periodically reviews new accounting standards that are issued. As an “emerging growth company,” or EGC, the Company elected to take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards applicable to private companies. The amendments in this ASU and its subsequent amendments are effective for annual reporting periods beginning after December 15, 2021, including interim periods beginning after December 15, 2022. While the Company continues to evaluate certain aspects of the new standard, it does not expect the new standard to have a material effect on its financial statements and the Company does not expect a significant change in its leasing activities between now and adoption.

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s CFS.