Haoxin Holdings Ltd 6-K, filed Dec 30, 2025
Haoxin Holdings Ltd (HXHX)
About this 6-K
Haoxin Holdings Ltd filed this 6-K on December 30, 2025.
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 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of December 2025
Commission File Number 001-42599
HAOXIN HOLDINGS LIMITED 昊鑫控股有限公司
(Exact name of Registrant as specified in its charter)
Room 901, No.1 Xingye Yi Road
Ningbo Free Trade Zone
Ningbo, Zhejiang Province 315807
People’s Republic of China
+86 574-87865995
(Address of principal executive offices)
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 ☐
Haoxin Holdings Limited Announces Interim 2025 Results
Haoxin Holdings Limited (“we,” “us,” or “the Company”) is an established transportation company with a multi-year operating history. We started our urban delivery service business in 2003 and started expanding our business into temperature-controlled truckload service in 2016. We currently conduct all our operations through our subsidiaries, Ningbo Haoxin International Logistics Co., Ltd. (“Ningbo Haoxin”), Zhejiang Haoxin Logistics Co., Ltd (“Zhejiang Haoxin”), Shenzhen Longanda Freight Co., Ltd (“Longanda”) and Shenzhen Haiyue Freight Co., Ltd. (“Haiyue”), and have experienced a steady growth in our business in recent years. The goods we take charge of transporting focus on factory logistics, which include electronic devices, chemicals, fruit, food, and commercial goods. After continuous development, we have been recognized and accredited by the China Federation of Logistics and Purchasing as a 3A-Grade transportation service provider. The Company today announced its unaudited financial results for the six months ended June 30, 2025.
Comparison of Unaudited Interim Financial Results for the six months ended June 30, 2025 and 2024
The following table summarizes the results of our operations during the six months ended June 30, 2025 and 2024, respectively, and provides information regarding the dollar and percentage increase or (decrease) during such periods.
| For the Six Months Ended June 30, USD |
Variance | Change | ||||||||||||||
| 2025 | 2024 | Change | (%) | |||||||||||||
| (unaudited) | (unaudited) | |||||||||||||||
| REVENUES | $ | 17,842,518 | $ | 9,326,184 | $ | 8,516,334 | 91.3 | % | ||||||||
| COSTS AND EXPENSES | ||||||||||||||||
| Transportation costs | 13,125,682 | 6,839,038 | 6,286,644 | 91.9 | % | |||||||||||
| General and Administrative expenses | 431,868 | 329,364 | 102,504 | 31.1 | % | |||||||||||
| Sales and marketing expenses | 32,868 | 39,028 | (6,160 | ) | -15.8 | % | ||||||||||
| Total costs and expenses | 13,590,418 | 7,207,430 | 6,382,988 | 88.6 | % | |||||||||||
| OPERATING INCOME | 4,252,100 | 2,118,754 | 2,133,346 | 100.7 | % | |||||||||||
| OTHER (EXPENSES) INCOME | ||||||||||||||||
| Interest expense | (122,453 | ) | (102,155 | ) | (20,298 | ) | 19.9 | % | ||||||||
| Other expenses | (535,177 | ) | (332,134 | ) | (203,043 | ) | 61.1 | % | ||||||||
| Loss of disposal of subsidiaries | (813,141 | ) | - | (813,141 | ) | 100.0 | % | |||||||||
| Other income | 48,977 | 82,507 | (33,530 | ) | -40.6 | % | ||||||||||
| Total other expenses, net | (1,421,794 | ) | (351,782 | ) | (1,070,012 | ) | 304.2 | % | ||||||||
| INCOME BEFORE INCOME TAXES | 2,830,306 | 1,766,972 | 1,063,334 | 60.2 | % | |||||||||||
| PROVISION FOR INCOME TAXES | 1,057,937 | 548,749 | 509,188 | 92.8 | % | |||||||||||
| NET INCOME | $ | 1,772,369 | $ | 1,218,223 | $ | 554,146 | 45.5 | % | ||||||||
Revenues
| Six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| USD (unaudited) |
USD (unaudited) |
|||||||
| Temperature-controlled truckload services | 17,313,190 | 8,312,245 | ||||||
| Urban delivery services | 529,328 | 1,013,939 | ||||||
| 17,842,518 | 9,326,184 | |||||||
1
Our revenue is primarily derived from (i) temperature-controlled truckload services and (ii) urban delivery services in mainland China.
For the six months ended June 30, 2025, revenue from temperature-controlled truckload services increased by approximately $9,000,945 or 108.3%, from approximately $8,312,245 for the six months ended June 30, 2024 to approximately $17,313,190 for the same period in 2025. This increase was primarily due to the new customers introduced to the Group.
Revenues from urban delivery services decreased by approximately $484,611 or 47.8%, from approximately $1,013,939 for the six months ended June 30, 2024, to approximately $529,328 for the same period in 2025. The decrease is primarily due to the decrease in our urban delivery services business.
Costs and Expenses
The costs and expenses of our transportation services consist of transportation costs, general and administrative expenses and sales and marketing expenses.
| Six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| COSTS AND EXPENSES | USD (unaudited) |
USD (unaudited) |
||||||
| Transportation costs | 13,125,682 | 6,839,038 | ||||||
| General and Administrative expenses | 431,868 | 329,364 | ||||||
| Sales and marketing expenses | 32,868 | 39,028 | ||||||
| Total costs and expenses | 13,590,418 | 7,207,430 | ||||||
Total costs and expenses increased by $6,382,988, or 88.6%, to $13,590,418 for the six months ended June 30, 2025 as compared to $7,207,430 for the six months ended June 30, 2024, which is generally in line with the increase of revenue.
Transportation Costs
Transportation costs primarily consist of fuel expenses, highway bridge expenses, insurance expenses, drivers’ wages, maintenance and repair expenses, subcontractor fees, depreciation expenses and other expenses.
Drivers wages increased by approximately $1,216,211, or 81.4%, to $2,709,917 for the six months ended June 30, 2025 as compared to $1,493,706 for the six months ended June 30, 2024. The increase of drivers wages is mainly due to the growth in operational performance, for which the company increased driver compensation and engaged additional temporary workers.
Fuel expenses increased by approximately $2,315,882, or 125.9%, to $4,155,662 for the six months ended June 30, 2025 as compared to $1,839,780 for the six months ended June 30, 2024. The increase of fuel expenses is mainly due to the sustained growth of the company’s performance and in the volumes of short-haul orders, as well as the increase in vehicle fuel costs caused by the increase in driving mileage.
Highway bridge expenses increased by approximately $2,422,414, or 179.1%, to $3,775,077 for the six months ended June 30, 2025 as compared to $1,352,663 for the six months ended June 30, 2024. The increase of highway bridge expenses is mainly due to the growth in the Company’s short-haul order volume and transportation mileage.
2
As some of our vehicles had been fully depreciated and we did not have a significant amount of new purchase of vehicles, the depreciation expenses decreased by approximately $100,178, or 46.4%, to $115,864 for the six months ended June 30, 2025 as compared to $216,042 for the six months ended June 30, 2024.
Sales and marketing expenses
| Six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| USD (unaudited) |
USD (unaudited) |
|||||||
| Salary expenses | 20,860 | 34,606 | ||||||
| Travel expenses and business entertainment expenses | 11,499 | 4,021 | ||||||
| Others expenses | 509 | 401 | ||||||
| 32,868 | 39,028 | |||||||
For the six months ended June 30, 2025, we incurred total sales and marketing expenses in the amount of $32,868, which was mainly comprised of travel and entertainment expenses of $11,499, salesperson salary expenses of $20,860 and other expenses of $509.
Sales and marketing expenses decreased by $6,160 or 15.8% from $32,868 for the six months ended June 30, 2025 as compared to $39,028 for the six months ended June 30, 2024. The main reason for the decrease is that the company has increased its control over sales and marketing expenses.
General and administrative expenses
| Six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| USD (unaudited) | USD (unaudited) | |||||||
| Professional fees | 151,208 | 112,223 | ||||||
| Salary expenses | 164,974 | 144,892 | ||||||
| Rental expenses | 42,107 | 13,081 | ||||||
| Safety production fees | 3,672 | - | ||||||
| Loss on disposal of property, plant and equipment | 9,666 | 5,895 | ||||||
| Allowance for credit loss | 18,247 | 6,583 | ||||||
| Others | 41,994 | 46,690 | ||||||
| 431,868 | 329,364 | |||||||
For the six months ended June 30, 2025, we incurred total general and administrative expenses in the amount of $431,868, which was mainly comprised of professional fees of $151,208, salary expenses of $164,974, rental expenses of $42,107, provision for credit loss of $18,247, gain from disposal of $9,666 and other expenses of $41,994.
3
General and administrative expenses increased by $102,504 or 31.1% for the six months ended June 30, 2025 as compared to $329,364 for the six months ended June 30, 2024. Such increase is comprised of an increase in professional fees of $38,985 which is mainly attributable to the Company’s payment of legal services fees, an increase in rental expenses of $29,026 which is due to the expansion of our office space, and an increase in salary expenses of $20,082 which is due to the salary growth.
Other (Expenses) Income
For the six months ended June 30, 2025 and 2024, other income and expenses mainly consist of government grants and interest expense. For the six months ended June 30, 2025, total interest expense increased by $20,298 or 19.9% to $122,453 as amount of bank borrowings and loans from other financial institutions increased. Total other expenses increased by $203,043 or 61.1% as an additional tax late payment penalty was incurred during 2025. The loss on disposal of subsidiaries amounted to $813,141, due to the Company’s completion of the disposal of its two subsidiaries, Haiyue and Longanda, during 2025.
Liquidity and Capital Resources
Our business requires substantial amounts of cash to cover operating expenses as well as to fund capital expenditures, working capital changes, principal and interest payments on our obligations, lease payments, to support tax payments when we generate taxable income. Recently, we have financed our capital requirements with borrowings under our existing term loan facility, borrowings under our existing revolving credit facility, cash flows from operating activities, direct equipment financing, operating leases and proceeds from equipment sales.
As of June 30, 2025 and December 31, 2024, we had cash and restricted cash of $1,564,299 and $173,781, respectively, and our working capital was $22,488,662 and $17,195,235, respectively. The increase of $5,293,427 in working capital was primarily due to the increase in business-related prepayments.
Our business requires substantial amounts of cash to cover operating expenses as well as to fund capital expenditures, working capital changes, principal and interest payments on our obligations, lease payments, to support tax payments when we generate taxable income.
As of June 30, 2025, the Company had $1,564,299 in cash and restricted cash. The Company’s working capital was $22,488,662 as of June 30, 2025. The Company will require a minimum of approximately $14.6 million over the next twelve months to operate at its current level, either from revenues or fundings from shareholders and banks.
4
Unaudited Condensed Consolidated Statement of Cash Flows
| Six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| USD (unaudited) |
USD (unaudited) |
|||||||
| Operating activities | ||||||||
| Net income | 1,772,369 | 1,218,223 | ||||||
| Adjustments for: | ||||||||
| Loss on disposal of property, plant and equipment | 9,666 | 5,895 | ||||||
| Provision for credit loss | 18,247 | 6,583 | ||||||
| Amortization of right-of-use assets and interest of lease liabilities | - | 6,047 | ||||||
| Depreciation for property and equipment | 115,864 | 216,042 | ||||||
| Loss on disposal of subsidiaries | 813,141 | - | ||||||
| Exchange difference | 29,998 | - | ||||||
| Deferred income tax benefit | (4,562 | ) | (1,646 | ) | ||||
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable | 7,677,938 | (1,028,840 | ) | |||||
| Prepayments | (13,601,403 | ) | (314,471 | ) | ||||
| Other receivables | (130,174 | ) | (1,725,392 | ) | ||||
| Deposits | (37,140 | ) | (337 | ) | ||||
| Accounts payable | (133,283 | ) | 1,085,406 | |||||
| Operating lease liabilities | - | (2,641 | ) | |||||
| Other payables and accrued liabilities | (2,227,777 | ) | (42,788 | ) | ||||
| Tax payables | 1,749,578 | 948,849 | ||||||
| Net cash (used in) provided by operating activities | (3,947,538 | ) | 370,930 | |||||
| Investing activities | ||||||||
| Purchases of equipment | (2,000,000 | ) | (4,291 | ) | ||||
| Loans to third parties | (2,502,060 | ) | (1,733,143 | ) | ||||
| Collection from loans to related parties | 1,012,823 | 2,039,877 | ||||||
| Proceeds from disposal of equipment | 45,988 | — | ||||||
| Net cash (used in) provided by investing activities | (3,443,249 | ) | 302,443 | |||||
| Financing activities | ||||||||
| Proceeds from short-term bank borrowings | 3,244,982 | — | ||||||
| Repayment of short-term bank borrowings | (689,408 | ) | (1,000,638 | ) | ||||
| Loans from other financial institution | 289,552 | 404,835 | ||||||
| Repayments of loans from other financial institutions | (218,378 | ) | (391,873 | ) | ||||
| Advanced from related parties | — | 615,913 | ||||||
| Repayments to related parties | (314,524 | ) | (299,728 | ) | ||||
| Proceeds from listing | 6,449,265 | — | ||||||
| Net cash provided by (used in) financing activities | 8,761,489 | (671,491 | ) | |||||
| Increase in cash and cash equivalents | 1,370,702 | 1,882 | ||||||
| Cash and cash equivalents at the beginning of the period | 173,781 | 89,731 | ||||||
| Effect of exchange rate changes | 19,816 | (2,093 | ) | |||||
| Cash and cash equivalents at the end of the period | 1,564,299 | 89,520 | ||||||
| Supplemental disclosure of cash flows information | ||||||||
| Cash paid during the period for income tax | 66,528 | 42,533 | ||||||
| Cash paid during the period for interest | 127,045 | 102,156 | ||||||
5
Cash flows (used in)/generated from operating activities
Net cash used in operating activities was $3,947,538 for the six months ended June 30, 2025 and was primarily attributable to (i) net income of $1,772,369, (ii) various non-cash item of $956,918 including provision for credit loss, depreciation for plant and equipment and loss on disposal of property, plant and equipment and loss on disposal of subsidiaries (iii) a $1,749,578 increase in tax payables, (iv) a $7,677,938 decrease in accounts receivable and (v) a $130,174 increase of other receivables. This cash inflow was offset by (i) a $13,601,403 increase in prepayments, (ii) a $37,140 increase in deposits, (iii) a $2,227,777 decrease in others payable and accrued liabilities, (iv) a decrease of accounts payable of $133,283.
For the six months ended June 30, 2025, cash outflow from operating activities was $3,947,538 comparing to cash inflow $370,930 for the six months ended June 30, 2024. The decrease of $4,318,468 was primarily due to the increase in cash payment for subcontractor fees and fuel expenses.
Cash flows (used in)/generated from investing activities
Net cash used in investing activities was $3,443,249 for the six months ended June 30, 2025.
For the six months ended June 30, 2025, net cash used in investing activities was $3,443,249, compared to net cash provided by investing activities of $302,443 for the six months ended June 30, 2024. This change was primarily attributable to increased capital expenditures for the acquisition of equipment and the advancement of loans to third parties during the six months ended June 30, 2025.
Cash flows generated from/(used in) financing activities
Net cash provided by financing activities was $8,761,489 for the six months ended June 30, 2025 and was primarily attributable to (i) proceeds from short-term bank borrowings of $3,244,982, (ii) proceeds from other financial institution of $289,552, and (iii) proceeds from initial public offering of $6,449,265. This cash inflow was offset by (i) the repayment of short-term bank borrowings of $689,408, (ii) repayments of loans from other financial institutions of $218,378 and (iii) repayments to related parties of $314,524.
For the six months ended June 30, 2025, cash provided by financing activities was $8,761,489. Compared to cash used in financing activities was $671,491 for the six months ended June 30, 2024, the increase of $9,432,980, or 1404.8% was primarily due to the increased proceeds from bank borrowing and the receipt of proceeds from our initial public offering in the first half of 2025.
6
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: December 29, 2025 | Haoxin Holdings Limited | |
| By: | /s/ Zhengjun Tao | |
| Zhengjun Tao | ||
| Chief Executive Officer | ||
7
EXHIBIT INDEX
| Exhibit No. | Description of Exhibits | |
| 99.1 | Unaudited Consolidated Financial Statements as of and for the Six Months ended June 30, 2025 |
8
Exhibit 99.1
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
HAOXIN HOLDINGS LIMITED
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
AS OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2025
TABLE OF CONTENTS
| Page | ||
| Consolidated Financial Statements as of and for the six months ended June 30, 2025 | ||
| Consolidated statements of financial position as of June 30, 2025 | F-2 | |
| Consolidated statements of operations for the six months ended June 30, 2025 | F-3 | |
| Consolidated statements of comprehensive income for the six months ended June 30, 2025 | F-3 | |
| Consolidated statements of changes in equity for the six months ended June 30, 2025 | F-4 | |
| Consolidated statements of cash flows for the six months ended June 30, 2025 | F-5 | |
| Notes to the Consolidated Financial Statements | F-6 – F-22 |
F-1
HAOXIN HOLDINGS LIMITED AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
| As of June 30, 2025 | As of December 31, 2024 | |||||||
| USD (unaudited) | USD (audited) | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | 1,560,886 | 170,431 | |||||
| Restricted cash | 3,413 | 3,350 | ||||||
| Accounts receivable, net | 10,784,849 | 19,121,048 | ||||||
| Prepayments | 21,519,599 | 7,786,556 | ||||||
| Other receivables | 712,913 | 2,953,751 | ||||||
| Loans receivables | 2,514,937 | 1,022,107 | ||||||
| Total current assets | 37,096,597 | 31,057,243 | ||||||
| Property, plant and equipment, net | 2,312,800 | 535,035 | ||||||
| OTHER ASSETS | ||||||||
| Right-of-use assets, net | — | 2,413 | ||||||
| Deposits | 195,990 | 156,179 | ||||||
| Deferred offering costs | — | 489,591 | ||||||
| Deferred tax assets | 144,707 | 138,784 | ||||||
| Total other assets | 340,697 | 786,967 | ||||||
| Total non-current assets | 2,653,497 | 1,322,002 | ||||||
| Total assets | 39,750,094 | 32,379,245 | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current liabilities | ||||||||
| Short-term bank borrowings | 4,816,014 | 2,493,390 | ||||||
| Accounts payable | 293,062 | 608,230 | ||||||
| Other payables and accrued liabilities | 50,272 | 876,688 | ||||||
| Amounts due to related parties | — | 1,646,512 | ||||||
| Operating lease liabilities, current | — | 5,052 | ||||||
| Current maturities of other financial institutions | 383,838 | 333,012 | ||||||
| Tax payable | 9,064,749 | 7,899,124 | ||||||
| Total current liabilities | 14,607,935 | 13,862,008 | ||||||
| Long-term loans from other financial institutions | 172,627 | 144,696 | ||||||
| Total non-current liabilities | 172,627 | 144,696 | ||||||
| Total liabilities | 14,780,562 | 14,006,704 | ||||||
| Shareholders’ equity | ||||||||
| Class A ordinary shares | 895 | 720 | ||||||
| Class B ordinary shares | 480 | 480 | ||||||
| Shares subscription receivables | (1,200 | ) | (1,200 | ) | ||||
| Additional paid-in capital | 7,237,095 | 2,957,300 | ||||||
| Statutory reserves | 895,682 | 895,682 | ||||||
| Retained profits | 17,680,348 | 15,907,979 | ||||||
| Accumulated other comprehensive loss | (843,768 | ) | (1,388,420 | ) | ||||
| Total shareholders’ equity | 24,969,532 | 18,372,541 | ||||||
| Total liabilities and shareholders’ equity | $ | 39,750,094 | 32,379,245 | |||||
F-2
HAOXIN HOLDINGS LIMITED AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
| Six months ended June 30 | ||||||||
| 2025 | 2024 | |||||||
| (unaudited) USD | (unaudited) USD | |||||||
| Revenues | $ | 17,842,518 | 9,326,184 | |||||
| COSTS AND EXPENSES | ||||||||
| Transportation costs | 13,125,682 | 6,839,038 | ||||||
| General and administrative expenses | 431,868 | 329,364 | ||||||
| Sales and marketing expenses | 32,868 | 39,028 | ||||||
| Total costs and expenses | 13,590,418 | 7,207,430 | ||||||
| INCOME FROM OPERATIONS | 4,252,100 | 2,118,754 | ||||||
| OTHER (EXPENSES) INCOME | ||||||||
| Interest expenses | (122,453 | ) | (102,155 | ) | ||||
| Other expenses | (535,177 | ) | (332,134 | ) | ||||
| Other income | 48,977 | 82,507 | ||||||
| Loss on disposal of subsidiaries | (813,141 | ) | - | |||||
| Total other expenses, net | (1,421,794 | ) | (351,782 | ) | ||||
| INCOME BEFORE INCOME TAXES | 2,830,306 | 1,766,972 | ||||||
| PROVISION FOR INCOME TAXES | 1,057,937 | 548,749 | ||||||
| NET INCOME | 1,772,369 | 1,218,223 | ||||||
| OTHER COMPREHENSIVE LOSS | ||||||||
| Foreign currency translation adjustment | 340,263 | (392,421 | ) | |||||
| COMPREHENSIVE INCOME | 2,112,632 | 825,802 | ||||||
| Weighted average shares used in computation: | ||||||||
| Basic and diluted | 12,734,807 | 12,000,000 | ||||||
| EARNINGS PER SHARE – BASIC AND DILUTED | $ | 0.14 | 0.10 | |||||
F-3
HAOXIN HOLDINGS LIMITED AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
| Ordinary Shares | Shares | Additional | Retained | Accumulated Other | ||||||||||||||||||||||||||||||||||||
| Class A | Class B | Subscription | Paid-in | Earnings | Comprehensive | |||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Receivables | Capital | Statutory | Unrestricted | Income (Loss) | Total | |||||||||||||||||||||||||||||||
| USD | USD | USD | USD | USD | USD | USD | USD | |||||||||||||||||||||||||||||||||
| BALANCE, January 1, 2024 | 7,200,000 | $ | 720 | 4,800,000 | $ | 480 | $ | (1,200 | ) | $ | 2,957,300 | $ | 895,682 | $ | 12,734,276 | $ | (889,284 | ) | $ | 15,697,974 | ||||||||||||||||||||
| Net income for the year | - | - | - | - | - | - | - | 1,218,223 | - | 1,218,223 | ||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | - | - | - | (392,421 | ) | (392,421 | ) | ||||||||||||||||||||||||||||
| BALANCE, June 30, 2024 | 7,200,000 | $ | 720 | 4,800,000 | $ | 480 | $ | (1,200 | ) | $ | 2,957,300 | $ | 895,682 | $ | 13,952,499 | $ | (1,281,705 | ) | $ | 16,523,776 | ||||||||||||||||||||
| BALANCE, January 1, 2025 | 7,200,000 | 720 | 4,800,000 | 480 | (1,200 | ) | 2,957,300 | 895,682 | 15,907,979 | (1,388,420 | ) | 18,372,541 | ||||||||||||||||||||||||||||
| Net income for the year | - | - | - | - | - | - | - | 1,772,369 | - | 1,772,369 | ||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | - | - | - | 340,263 | 340,263 | ||||||||||||||||||||||||||||||
| Disposal of subsidiaries | $ | $ | $ | $ | (1,670,100 | ) | $ | $ | - | $ | 204,389 | $ | (1,465,711 | ) | ||||||||||||||||||||||||||
| Net Proceeds from the initial public offering | 1,750,000 | 175 | - | - | - | 5,949,895 | - | - | 5,950,070 | |||||||||||||||||||||||||||||||
| BALANCE, June 30, 2025 | 8,950,000 | $ | 895 | 4,800,000 | $ | 480 | $ | (1,200 | ) | $ | 7,237,095 | $ | 895,682 | $ | 17,680,348 | $ | (843,768 | ) | $ | 24,969,532 | ||||||||||||||||||||
F-4
HAOXIN HOLDINGS LIMITED AND SUBSIDIARIES
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Six months ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| USD (Unaudited) | USD (Unaudited) | |||||||
| Operating activities | ||||||||
| Net income | 1,772,369 | 1,218,223 | ||||||
| Adjustments for: | ||||||||
| Loss on disposal of property, plant and equipment | 9,666 | 5,895 | ||||||
| Provision for credit loss | 18,247 | 6,583 | ||||||
| Amortization of right-of-use assets and interest of lease liabilities | - | 6,047 | ||||||
| Depreciation for property and equipment | 115,864 | 216,042 | ||||||
| Loss on disposal on subsidiaries | 813,141 | - | ||||||
| Exchange difference | 29,998 | - | ||||||
| Deferred income tax benefit | (4,562 | ) | (1,646 | ) | ||||
| Changes in operating assets and liabilities | ||||||||
| Accounts receivable | 7,677,938 | (1,028,840 | ) | |||||
| Prepayments | (13,601,403 | ) | (314,471 | ) | ||||
| Other receivables | (130,174 | ) | (1,725,392 | ) | ||||
| Deposits | (37,140 | ) | (337 | ) | ||||
| Accounts payable | (133,283 | ) | 1,085,406 | ) | ||||
| Operating lease liabilities | - | (2,641 | ) | |||||
| Other payables and accrued liabilities | (2,227,777 | ) | (42,788 | ) | ||||
| Tax payables | 1,749,578 | 948,849 | ||||||
| Net cash (used in) provided by operating activities | (3,947,538 | ) | 370,930 | |||||
| Investing activities | ||||||||
| Purchases of equipment | (2,000,000 | ) | (4,291 | ) | ||||
| Loans to third parties | (2,502,060 | ) | (1,733,143 | ) | ||||
| Collection from loans to related parties | 1,012,823 | 2,039,877 | ||||||
| Proceeds from disposal of equipment | 45,988 | — | ||||||
| Net cash (used in) provided by investing activities | (3,443,249 | ) | 302,443 | |||||
| Financing activities | ||||||||
| Proceeds from short-term bank borrowings | 3,244,982 | — | ||||||
| Repayment of short-term bank borrowings | (689,408 | ) | (1,000,638 | ) | ||||
| Loans from other financial institution | 289,552 | 404,835 | ||||||
| Repayments of loans from other financial institutions | (218,378 | ) | (391,873 | ) | ||||
| Advanced from related parties | — | 615,913 | ||||||
| Repayments to related parties | (314,524 | ) | (299,728 | ) | ||||
| Proceeds from listing | 6,449,265 | — | ||||||
| Net cash provided by (used in) financing activities | 8,761,489 | (671,491 | ) | |||||
| Increase in cash and cash equivalents | 1,370,702 | 1,882 | ||||||
| Cash and cash equivalents at the beginning of the period | 173,781 | 89,731 | ||||||
| Effect of exchange rate changes | 19,816 | (2,093 | ) | |||||
| Cash and cash equivalents at the end of the period | 1,564,299 | 89,520 | ||||||
| Supplemental disclosure of cash flows information | ||||||||
| Cash paid during the period for income tax | 66,528 | 42,533 | ||||||
| Cash paid during the period for interest | 127,045 | 102,156 | ||||||
F-5
HAOXIN HOLDINGS LIMITED AND SUBSIDIARIES
Notes to unaudited interim condensed consolidated financial statements
(In U.S. Dollars, unless stated otherwise)
Note 1 – Nature of business and organization
Haoxin Holdings Limited and its consolidated subsidiaries (collectively referred to as the “Group” or the “Company”) primarily provide trucking and delivery services using its own truckload fleet and subcontractors to meet its customers’ diverse transportation needs across different provinces in the People’s Republic of China (the “PRC” or “China”).
Haoxin Holdings Limited (“Haoxin Cayman”) is a holding company incorporated in the Cayman Islands on April 26, 2022 under the laws of the Cayman Islands. The Company has no substantive operations other than holding all of the outstanding share capital of Haoxin (BVI) Limited (“Haoxin BVI”) which was established under the laws of the British Virgin Islands on May 13, 2022. Haoxin BVI is also a holding company holding all of the outstanding equity of Haoxin HongKong Limited (“Haoxin HK”) which was incorporated in Hong Kong on May 27, 2022. On April 16, 2025, the Company closed its initial public offering (the “IPO”) of 1,750,000 Shares, at a public offering price of $4.00 per share, for total gross proceeds of $7,000,000, before deducting underwriting discounts, commissions and other related expenses. As of the date of this report, no over-allotment options or warrants are exercised.
Reorganization
A reorganization of the Company’s legal structure was completed on August 4, 2022. The reorganization involved the incorporation of Haoxin Cayman, and its wholly-owned subsidiaries, Haoxin BVI, and Haoxin HK; and the transfer of all equity ownership of Ningbo Haoxin International Logistics Co., Ltd. (“Ningbo Haoxin”) to Haoxin HK from the former shareholders of Ningbo Haoxin.
On August 4, 2022, the former shareholders transferred their 100% ownership interest in Ningbo Haoxin to Haoxin HK, which is 100% owned by Haoxin Cayman through Haoxin BVI. After the reorganization, Haoxin Cayman owns 100% equity interests of Haoxin BVI, Haoxin HK and Ningbo Haoxin. The controlling shareholder of Haoxin Cayman is same as of Ningbo Haoxin prior to the reorganization.
As part of the reorganization, on January 19, 2023, the Company issued 528,000 Class A ordinary shares and 4,799,556 Class B ordinary shares at a consideration of $0.0001 per share to TZJ Global (BVI) Limited and 6,671,444 Class A ordinary shares at a consideration of $0.0001 per share to 15 investors, which increased pro rata the number of shares each shareholder owns and did not change their respective percentage of ownership in the Company. Ordinary shares outstanding after this issuance is 12,000,000 ordinary shares, including (i) 7,200,000 Class A ordinary shares and (ii) 4,800,000 Class B ordinary shares.
Ningbo Haoxin was incorporated on March 18, 2013 in Ningbo, Zhejiang under the laws of the PRC. Zhejiang Haoxin Logistics Co., Ltd. (“Zhejiang Haoxin”), a company providing temperature-controlled truckload service, was incorporated on September 25, 2018 in Ningbo, Zhejiang under the laws of the PRC. Prior to the reorganization, Ningbo Haoxin and Zhejiang Haoxin were under common control. On January 18, 2022, for the purpose of reorganization so that the business of the Company could be rearranged to be under a common holding company, the entire equity interest of Zhejiang Haoxin was transferred to Ningbo Haoxin.
Shenzhen Haiyue Freight Co., Ltd. (“Haiyue”), a company providing urban delivery services, was incorporated on July 10, 2003 in Shenzhen, Guangdong under the laws of the PRC. Shenzhen Longanda Freight Co., Ltd. (“Longanda”), a Haiyue wholly-owned subsidiary providing urban delivery services, was incorporated on October 21, 2004. Prior to the reorganization, Ningbo Haoxin, Haiyue and Longanda were under common control. On April 14, 2022, for the purpose of reorganization so that the business of the Company could be rearranged to be under a common holding company, the entire equity interest of Haiyue was transferred to Ningbo Haoxin.
These transactions were between entities under common control, and therefore accounted for in a manner similar to the pooling of interest method. Under the pooling-of-interests method, combination between two businesses under common control is accounted for at carrying amounts with retrospective adjustment of prior period financial statements, and the equity accounts of the combining entities are combined and the difference between the consideration paid and the net assets acquired is reflected as an equity transaction (i.e., distribution to parent company). As opposed to the purchase method of accounting, no intangible assets are recognized in the transaction, and no goodwill is recognized as a result of the combination.
F-6
Since the Company and its subsidiaries are effectively controlled by the same controlling shareholder before and after the reorganization, they are considered under common control. The above-mentioned transactions were accounted for as a recapitalization. The consolidation of the Company and its subsidiaries has been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the consolidated financial statements.
Note 2 – Summary of significant accounting policies
Basis of presentation
The 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 Securities Exchange Commission (“SEC”).
Principles of consolidation
The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany transactions and balances between the Company and its subsidiaries have been eliminated upon consolidation.
Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.
The accompanying consolidated financial statements reflect the activities of the Company and each of the following entities:
| Name | Background | Ownership as of June 30, 2025 |
Ownership as of December 31, 2024 | ||||
| Haoxin (BVI) Limited (“Haoxin BVI”) | ● | A British Virgin Islands company | 100% owned by Company | 100% owned by Company | |||
| ● | Incorporated on May 13, 2022 | ||||||
| ● | A holding company | ||||||
| Haoxin HongKong Limited (“Haoxin HK”) | ● | A Hong Kong company | 100% owned by Haoxin BVI | 100% owned by Haoxin BVI | |||
| ● | Incorporated on May 27, 2022 | ||||||
| ● | A holding company | ||||||
| Ningbo Haoxin International Logistics Co., Ltd. (“Ningbo Haoxin”) | ● | A PRC limited liability company | 100% owned by Haoxin HK | 100% owned by Haoxin HK | |||
| ● | Incorporated on March 18, 2013 | ||||||
| ● | Providing Temperature-Controlled Truckload Service |
||||||
| Zhejiang Haoxin Logistics Co., Ltd. (“Zhejiang Haoxin”) | ● | A PRC limited liability company | 100% owned by Ningbo Haoxin |
100% owned by Ningbo Haoxin | |||
| ● | Incorporated on September 25, 2018 | ||||||
| ● | Providing Temperature-Controlled Truckload Service |
||||||
| Shenzhen Haiyue Freight Co., Ltd. (“Haiyue”) | ● | A PRC limited liability company | On May 31, 2025, disposed of 100% equity interest by Ningbo Haoxin |
100% owned by Ningbo Haoxin | |||
| ● | Incorporated on July 10, 2003 | ||||||
| ● | Providing Urban Delivery Services | ||||||
| Shenzhen Longanda Freight Co., Ltd. (“Longanda”) | ● | A PRC limited liability company | On May 31, 2025, disposed of 100% equity interest by Haiyue |
100% owned by Haiyue | |||
| ● | Incorporated on October 21, 2004 | ||||||
| ● | Providing Urban Delivery Services | ||||||
F-7
Use of estimates and assumptions
The preparation of consolidated 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 disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. On an ongoing basis, the Company’s management reviews these estimates based on information that is currently available. Changes in facts and circumstances may cause the Company to revise its estimates. Significant accounting estimates reflected in the Company’s consolidated financial statements include assessment of allowance for credit losses, deferred taxes and uncertain tax position. Actual results could differ from these estimates.
Foreign currency translation and transactions
The functional currencies of the Company are the local currency of the country in which the subsidiaries operate. The reporting currency of the Company is the United States Dollars (“U.S. dollar”). The results of operations and the consolidated statements of cash flows denominated in foreign currencies are translated at the average rates of exchange during the reporting period. Monetary 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 currencies is translated at the historical rates of exchange at the time of capital contributions. Because cash flows are translated based on the average translation rates, 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 included in consolidated statements of changes in shareholders’ equity. Transactions in currencies other than the functional currencies during the year are converted into the applicable functional currencies at the applicable rates of exchange prevailing at the dates of the transactions. Exchange gains and losses are recognized in the consolidated statements of income and comprehensive income.
The functional currency of Haoxin Cayman, Haoxin BVI is U.S. dollar. The functional currency of Haoxin HK is Hong Kong dollar. The Company’s subsidiaries with operations in PRC use the local currency, Renminbi (“RMB”), as their functional currencies. An entity’s functional currency is the currency of the primary economic environment in which it operates, normally that is the currency of the environment in which the entity primarily generates and expends cash. Management’s judgment is essential to determine the functional currency by assessing various indicators, such as cash flows, sales price and market, expenses, financing and inter-company transactions and arrangements.
For the purpose of presenting these financial statements of subsidiaries using RMB as functional currency, the Company’s assets and liabilities are expressed in U.S. dollar at the exchange rate on the balance sheet date, which is 7.1636 and 7.2993 as of June 30, 2025 and December 31, 2024, respectively; shareholders’ equity accounts are translated at historical rates, and income and expense items are translated at the average exchange rate during the period, which is 7.2526 and 7.2154 for the periods ended June 30, 2025 and 2024, respectively.
Cash
Cash comprises of cash in banks. As of June 30, 2025 and December 31, 2024, the Company did not have any cash equivalents. Cash were held in accounts at financial institutions located in the PRC‚ which is subject to statutory controls limiting its convertibility into foreign currencies. In addition, these balances are not covered by insurance. While management believes that these financial institutions are of high credit quality, it also continually monitors their creditworthiness. The Company and its subsidiaries have not experienced any losses in such accounts and do not believe the cash is exposed to any significant risk.
Restricted cash
Cash balances that have restrictions as to withdrawal or usage are considered restricted cash. Restricted cash that will be released to cash within the next 12 months is classified as current asset, while the balance restricted for use longer than one year is classified as non-current asset on the consolidated balance sheet.
Restricted cash balances as of June 30, 2025 and December 31, 2024 were $3,413 and $3,350. Restricted cash solely refers to the cash restricted in the bank account for the using of Corporate Pension Plan.
F-8
Accounts Receivable and allowance for credit loss
Accounts receivables are stated and carried at original invoiced amount. Accounts are considered overdue after 180 days.
The Company uses simplified flow rate matrix approach to estimate expected credit losses for the accounts receivable. The allowance for credit loss is estimated for accounts receivable that share similar risk characteristics based on a collective assessment using a combination of measurement models and management judgment. The approach considers factors including historical ageing schedule and forward-looking macroeconomic conditions.
Prepayments
Prepayments are cash advanced to suppliers for purchasing goods or services that have not been received or provided to the Company’s customers. This amount is refundable and bears no interest. Prepayment are classified as either current or non-current based on the terms of the respective agreements. These advances are unsecured and are reviewed periodically to determine whether their carrying value has become impaired. Management reviews its prepayments on a regular basis to determine if the allowance is adequate, and adjusts the allowance when necessary. The allowance is based on management’s best estimate of specific losses on individual exposures, as well as a provision on historical trends of collections and utilizations. Actual amounts received or utilized may differ from management’s estimate of creditworthiness and the economic environment. The allowance for impairment of prepayments were $nil and $nil as of June 30, 2025 and December 31, 2024, respectively.
Other receivables, loan receivables and Deposits
Other receivables primarily include short-term interest-free advances made to third parties and the insurance premium. Deposits are cash deposited to suppliers for purchasing goods or services that made to the Company’s suppliers. Deposits are classified as either current or non-current based on the terms of the respective agreements. Management reviews its other receivables, loan receivables and deposits on a regular basis to determine if the allowance is adequate and adjusts the allowance when necessary. The allowance is based on management’s best estimate of specific losses applicable to ASC 326, as well as a provision on historical trends of collections and utilizations. Actual amounts received or utilized may differ from management’s estimate of creditworthiness and the economic environment. Accounts considered uncollectable are written off against allowances after exhaustive efforts at collection are made. The allowance for credit losses of other receivables was $26,104 and $25,988 as of June 30, 2025 and December 31, 2024, respectively.
Property and equipment, net
Property and equipment are stated at cost net of accumulated depreciation and impairment. Depreciation is provided over the estimated useful lives of the assets using the straight-line method from the time the assets are placed in service, after considering the estimated residual value which is 5% of costs. Estimated useful lives are as follows:
| Classification | Estimated Useful Life | |
| Computer and office equipment | 3-5 years | |
| Revenue equipment* | 4-6 years | |
| Software | 6 years |
| * | Revenue equipment are trucks and trailers used only for providing trucking services. |
F-9
Deferred Offering Costs
Pursuant to ASC 340-10-S99-1, costs directly attributable to an offering of equity securities are deferred and would be charged against the gross proceeds of the offering as a reduction of additional paid-in capital. Deferred offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the proposed public offering. Should the proposed public offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be expensed.
Leases
ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent its obligation to make lease payments arising from the lease. The operating lease ROU assets and lease liabilities are recognized at lease commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. The operating lease ROU assets also includes any lease payments made and excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease. Renewal options are considered within the ROU assets and lease liabilities when it is reasonably certain that the Company will exercise that option. Lease expenses for lease payments are recognized on a straight-line basis over the lease term.
For operating leases with a term of one year or less, the Company has elected not to recognize a lease liability or ROU asset on its consolidated balance sheet. Instead, it recognizes the lease payments as expenses on a straight-line basis over the lease term. Short-term lease costs are immaterial to its consolidated statements of operations and cash flows.
The Company reviews the impairment of its ROU assets consistent with the approach applied for its other long-lived assets. The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on its ability to recover the carrying value of the asset from the expected undiscounted future pre-tax cash flows of the related operations. The Company has elected to include the carrying amount of operating lease liabilities in any tested asset group and include the associated operating lease payments in the undiscounted future pre-tax cash flows. For period ended June 30, 2025 and year ended December 31, 2024, no impairment of operating right-of-use assets was recognized.
Impairment of long-lived assets
Long-lived assets, including property and equipment are reviewed for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will impact the future use of the assets) indicate that the carrying value of an asset may not be recoverable. The Company assesses the recoverability of the assets based on the undiscounted future cash flows the assets are expected to generate and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the asset plus net proceeds expected from disposition of the asset, if any, are less than the carrying value of the asset. If an impairment is identified, the Company will reduce the carrying amount of the asset to its estimated fair value based on a discounted cash flows approach or, when available and appropriate, to comparable market values. For period ended June 30, 2025 and year ended December 31, 2024, no impairment of long-lived assets was recognized.
F-10
Fair Value Measurement
The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company.
The accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures. The three levels of the fair value hierarchy 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, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments. | |
| ● | Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. |
Financial instruments included in current assets and current liabilities are reported in the consolidated balance sheets at face value or cost, which approximate fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rates of interest.
Interest rates that are currently available to the Company for issuance of long-term debt and finance lease with similar terms and remaining maturities are used to estimate the fair value of the Company’s long-term debt. The fair value of the Company’s long-term debt approximated the carrying value on June 30, 2025 and December 31, 2024, as the weighted average interest rate on these long-term debt approximates the market rate for similar debt.
Claims accruals
With respect to cargo loss and auto liability, the Company maintains insurance coverage to protect it from certain business risks. Claims accruals represent the uninsured portion of pending claims including estimates of adverse development of known claims, plus an estimated liability for incurred but not reported claims. Upon settling claims and expenses associated with claims where it has third party coverage, the Company is generally required to initially fund payment to the claimant and seek reimbursement from the insurer.
The Company shall be responsible for any loss or damages to the goods entrusted to it or any loss or damage or personal injury happened in the course of the Company’s provision of relevant trucking services. As at the date of this report the Company maintained an adequate insurance coverage in relation to the trucking services to be delivered to its customers and third-party liability. The Company has also maintained sufficient workers’ compensation for its employees.
Revenue Recognition
Revenues are mainly generated from provision of trucking services. For each trip, the Company has a single performance obligation, to transport its customer’s freight from a specified origin to a specified destination, with the transit period typically being less than four days.
The Company subcontracts certain of its trucking services and other transportation services to external transportation companies, primarily to carry out trucking services for customers with demand of irregular delivery schedules. The Company also engages subcontractors when it is under capacity assuming its master service agreements with customers allow subcontracting. Revenue is generated from the same base of customers. The Company evaluates whether its performance obligation is a promise to transfer services to the customer (as the principal) or to arrange for services to be provided by another party (as the agent) using a control model. The Company’s evaluation determined that it is in control of establishing the transaction price, managing all aspects of the shipments process and taking the risk of loss for delivery, collection, and returns. Based on its evaluation of the control model, the Company determined that all of its major businesses act as the principal rather than the agent within their revenue arrangements and such revenues are reported on a gross basis.
The Company applies the practical expedient in Topic 606 that permits the Company to not disclose the aggregate amount of transaction price allocated to performance obligations that are unsatisfied as of the end of the period as the Company’s contracts have an expected length of one year or less.
The Company’s remaining performance obligations represent the transaction price allocated to future reporting periods for freight services started but not completed at the reporting date. This includes the unbilled amounts and accrued freight costs for freight shipments in transit. As of June 30, 2025 and December 31, 2024, the Company had $nil and $nil of unbilled amounts recorded in accounts receivable and $nil and $nil of accrued freight costs recorded in accounts payable, respectively.
F-11
Our revenue generated from temperature-controlled truckload services and urban delivery services, the disaggregated information of revenues by type of services are as follows:
| For the six months ended June 30, 2025 | For the six months ended June 30, 2024 | Change | Change (%) | |||||||||||||
| (unaudited) | (unaudited) | |||||||||||||||
| Revenues | ||||||||||||||||
| Temperature-controlled truckload services | $ | 17,313,190 | $ | 8,312,245 | $ | 9,000,945 | 108.3 | % | ||||||||
| Urban delivery services | 529,328 | 1,013,939 | (484,611 | ) | -47.8 | % | ||||||||||
| Total revenue | $ | 17,842,518 | $ | 9,326,184 | $ | 8,516,334 | 91.3 | % | ||||||||
Transportation costs
The transportation costs primarily consist of fuel expenses, highway bridge expenses, insurance expenses, drivers’ wages, maintenance and repair expenses, subcontractor fees, depreciation expenses and other expenses.
Sales and marketing expenses
Sales and marketing expenses mainly include sales staff salaries and travel and entertainment expenses. Salaries incurred for the six months ended June 30, 2025 and 2024 were $20,860 and $34,606, respectively. Travel and entertainment expenses incurred for the six months ended June 30, 2025 and 2024 were $11,499 and $4,021, respectively.
Employee benefit
The full-time employees of the Company are entitled to staff welfare benefits including medical care, housing fund, pension benefits, unemployment insurance and other welfare, which are government mandated defined contribution plans. The Company is required to accrue for these benefits based on certain percentages of the employees’ respective salaries, subject to certain ceilings, in accordance with the relevant PRC regulations, and make cash contributions to the state-sponsored plans out of the amounts accrued.
Value added taxes
The Company is subject to value added tax (“VAT”). Revenue from provision of trucking services is generally subject to VAT at the rate of 0%, 6% and 9% starting in April 2019. The Company is entitled to a refund for VAT already paid on goods and services purchased. The VAT balance is recorded in the tax payables on the audited consolidated balance sheet. Revenues are presented net of applicable VAT.
Income taxes
The Company accounts for income taxes in accordance with the laws of the relevant tax authorities. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
Deferred taxes are accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized, or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.
F-12
An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred.
Comprehensive loss
Comprehensive loss consists of two components, net income and other comprehensive loss. Other comprehensive loss refers to revenue, expenses, gains and losses that under US GAAP are recorded as an element of shareholders’ equity but are excluded from net income. Other comprehensive loss consists of a foreign currency translation adjustment resulting from the Company not using the U.S. dollar as its presentation currencies.
Earnings per share
The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share”. ASC 260 requires companies 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 presents the dilutive effect on a per share basis of the potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.
Statutory Reserves
Pursuant to the laws applicable to the PRC, PRC entities must make appropriations from after-tax profit to the non-distributable “statutory surplus reserve fund”. Subject to certain cumulative limits, the “statutory surplus reserve fund” requires annual appropriations of 10% of after-tax profit until the aggregated appropriations reach 50% of the registered capital (as determined under accounting principles generally accepted in the PRC (“PRC GAAP”) at each year-end). If the Company has accumulated loss from prior periods, the Company is able to use the current period net income after tax to offset against the accumulate loss.
Commitments and Contingencies
In the normal course of business, the Company is subject to contingencies, including legal proceedings and claims arising out of the business that relate to a wide range of matters, such as government investigations and tax matters. The Company recognizes a liability for such contingency if it determines it is probable that a loss has occurred, and a reasonable estimate of the loss can be made. The Company may consider many factors in making these assessments including historical and the specific facts and circumstances of each matter.
Segment Reporting
In November 2023, the FASB issued Accounting Standards Update, or ASU 2023-07 – Improvements to Reportable Segment Disclosures, which enhances the disclosures required for reportable segments in annual and interim consolidated financial statements, including additional, more detailed information about a reportable segment’s expenses. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 for the year ended December 31, 2024, retrospectively to all periods presented in the consolidated financial statement. The adoption of this ASU had no material impact on reportable segments identified and had no effect on the Company’s consolidated financial position, results of operations, or cash flows.
The Company’s chief operating decision maker (“CODM”) has been identified as its CEO, who reviews the consolidated results when making decisions about allocating resources and assessing performance of the Company as a whole and hence, the Company has only one reportable segment. The Company does not distinguish between markets or segments for the purpose of internal reporting. The Company’s long-lived assets are substantially all located in the PRC and all of the Company’s revenues are derived from the PRC.
F-13
Related Party
In general, related parties exist when there is a relationship that offers the potential for transactions at less than arm’s-length, favorable treatment, or the ability to influence the outcome of events different from that which might result in the absence of that relationship. A related party may be any of the followings: a) affiliate, a party that directly or indirectly controls, is controlled by, or is under common control with another party; b) principle owner, the owner of record or known beneficial owner of more than 10% of the voting interest of an entity; c) management, persons having responsibility for achieving objectives of the entity and requisite authority to make decision; d) immediate family of management or principal owners; e) a parent company and its subsidiaries; d) other parties that has ability to significant influence the management or operating policies of the entity. Management reviews the amount due from related parties on a regular basis to determine if the allowance is adequate, and adjusts the allowance when necessary. The allowance is also based on management’s best estimate of specific losses on individual exposures, as well as a provision on historical trends of collections and utilizations. Actual amounts received or utilized may differ from management’s estimate of creditworthiness and the economic environment.
Liquidity
Our business requires substantial amounts of cash to cover operating expenses as well as to fund capital expenditures, working capital changes, principal and interest payments on our obligations, lease payments, to support tax payments when we generate taxable income.
As of June 30, 2025, the Company had $1,564,299 in cash and restricted cash. The Company’s working capital was $22,488,662 as of June 30, 2025. The Company’s principal sources of liquidity have been proceeds from providing temperature-controlled truckload services and urban delivery service. As reflected in the consolidated financial statements, the Company had a net income of $1,772,369 for the six months ended June 30, 2025. The Company will require a minimum of approximately $14.6 million over the next twelve months to operate at its current level, either from revenues or fundings from shareholders and banks.
As of June 30, 2025, the Company’s working capital of $22 million was sufficient to support current liabilities of $15 million, based on the above considerations, the Company’s management is of the opinion that it has sufficient funds to meet the Company’s working capital requirements and debt obligations as they become due over the next twelve (12) months.
Recent issued Accounting Pronouncements
In November 2024, the FASB issued ASU No. 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40). This ASU requires disclosure, in the notes to financial statements, of specified information about certain costs and expenses. A reporting entity is required to 1) disclose the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization, and (e) depreciation, depletion, and amortization recognized as part of oil and gas-producing activities (DD&A) (or other amounts of depletion expense) included in each relevant expense caption. A relevant expense caption is an expense caption presented on the face of the income statement within continuing operations that contains any of the expense categories listed in (a)–(e); 2) include certain amounts that are already required to be disclosed under current generally accepted accounting principles in the same disclosure as the other disaggregation requirements; 3) disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and 4) disclose the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is in the process of assessing the impact of this ASU on the Company’s consolidated financial statements.
In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20). The amendments in this ASU clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is in the process of assessing the impact of the amendments on the Company’s consolidated financial statements.
Except for the above-mentioned pronouncements, there are no new recent issued accounting standards that will have material impact on the consolidated financial position, statements of operations and cash flows.
Concentrations of Risks
The Company’s concentration of risk did not change materially during the six months ended June 30, 2025 as compared to the year ended December 31, 2024.
F-14
Note 3 – Accounts receivable, net
Accounts receivable, net consist of the following:
| June 30, 2025 | December 31, 2024 | ||||||
| (Unaudited) | (Audited) | ||||||
| Accounts receivable | $ | 11,337,571 | $ | 19,735,072 | |||
| Allowance for credit loss | (552,722 | ) | (614,024 | ) | |||
| Total accounts receivable, net | $ | 10,784,849 | $ | 19,121,048 | |||
Movements of allowance for credit loss are as follows:
| June 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Beginning balance | $ | 614,024 | $ | 547,742 | ||||
| Provision | 18,247 | 82,415 | ||||||
| Release of allowance due to disposal of subsidiaries | (92,940 | ) | - | |||||
| Exchange rate effect | 13,391 | (16,133 | ) | |||||
| Ending balance | $ | 552,722 | $ | 614,024 | ||||
Note 4 – Prepayments
Prepayments consist of the following:
| June 30, 2025 | December 31, 2024 | |||||||
| Prepayments | ||||||||
| Prepayment – fuel expenses1 | $ | 9,940,909 | $ | 7,455,660 | ||||
| Prepayment – subcontractor costs2 | 11,451,034 | 189,842 | ||||||
| Prepayment – insurance expenses | 103,067 | 114,978 | ||||||
| Prepayment – Parts and spares costs | 4 | 2,710 | ||||||
| Prepayment – professional fees | - | 548 | ||||||
| Prepayment – others | 24,585 | 22,818 | ||||||
| Total prepayments | $ | 21,519,599 | $ | 7,786,556 | ||||
| 1. | Since the large fluctuations in fuel price in the market, the Company considers optimizing the overall cost, so the Company purchased fuel when the fuel price is low for future fuel reserve to avoid excessive cost due to the large increase of fuel price in the future. Prepaid fuel expenses primarily involve advance payments to five suppliers. |
| 2. | On January 1, 2025, the Company entered into transportation agreements with Ningbo Zhongjin International Logistics Co., Ltd. and Ningbo Luxiang Logistics Co., Ltd., with contract amounts not exceeding RMB 60 million and RMB 30 million, respectively. The Company prepaid the contract amounts to secure lower transportation costs. As of the date of this report, these agreements were terminated due to reasons attributable to the counterparties. The remaining balance will be fully recovered by May 30, 2026. |
F-15
Note 5 – Other receivables
Other receivables consist of the following:
| June 30, 2025 | December 31, 2024 | |||||||
| Other receivables | ||||||||
| Advances for operational purpose1 | $ | 724,339 | $ | 2,942,424 | ||||
| Lending – non-interest-bearing | - | 24,249 | ||||||
| Others | 14,678 | 12,697 | ||||||
| Provision for credit loss | (26,104 | ) | (25,988 | ) | ||||
| Exchange rate effect | - | 369 | ||||||
| Total Other receivables | $ | 712,913 | $ | 2,953,751 | ||||
| 1. | As of December 31, 2024, the Company entered into a transportation agreement with Ningbo Luxiang Logistics Co., LTD for the amounts of $1,640,236 (RMB 11,972,576). In December 2024, the agreement was terminated because Ningbo Luxiang Logistics Co., LTD could not continue to provide service. The Company had fully collected the other receivables of $1,640,236 back in 2025. |
| As of December 31, 2024, the Company entered into a transportation agreement with Ningbo Zhongjin International Logistics Co., LTD for the amounts of $1,248,126 (RMB 9,110,449). In December 2024, the agreement was terminated because Ningbo Zhongjin International Logistics Co., LTD could not continue to provide service. The Company had fully collected the other receivables of $1,248,126 back in 2025. |
| As of June 30, 2025, the Company entered into a material purchase agreement with Tline Supply Chain Management Co. LTD for the amounts of $640,940. In accordance with the contract terms, the supplier is required to refund the advance payment by May 2026 if the company does not place any order for the material. |
Note 6 – Loan receivables
Loan receivables consist of the following:
| June 30, 2025 | December 31, 2024 | |||||||
| Loan receivables | ||||||||
| Lending – non-interest-bearing | $ | 2,514,937 | $ | 1,022,107 | ||||
| Total Loan receivables | $ | 2,514,937 | $ | 1,022,107 | ||||
On September 26, 2024, the Company entered into a 12-months term loan with third parties for the amounts of $1,022,107 with no interest. As of the date of this report, the Company has fully collected the loan receivables of $1,022,107.
On May 2, 2025, the Company entered into a 12-months term loans with third parties for the amounts of $2,500,000 with no interest.
Note 7 – Property and equipment, net
Property and equipment, net consist of the following:
| June 30, 2025 | December 31, 2024 | |||||||
| Property and equipment | ||||||||
| Computer and office equipment | $ | 341,178 | $ | 106,518 | ||||
| Software | 1,000,000 | - | ||||||
| Revenue equipment | 4,978,765 | 5,417,435 | ||||||
| Subtotal | 6,319,943 | 5,523,953 | ||||||
| Less: accumulated depreciation | (4,007,143 | ) | (4,988,918 | ) | ||||
| Property and equipment, net | $ | 2,312,800 | $ | 535,035 | ||||
Depreciation expenses for the six months ended June 30, 2025 and 2024 was $115,864 and $216,042, respectively.
F-16
Note 8 – Other payables and accrued liabilities
Other payables and accrued liabilities consist of the following:
| June 30, 2025 | December 31, 2024 | |||||||
| Other payables and accrued liabilities | ||||||||
| Loan form Guarantor | $ | - | $ | 253,080 | ||||
| Borrowings – non-interest-bearing | - | 240,133 | ||||||
| Receipt in advance | - | 200,084 | ||||||
| Salary payables | 36,531 | 62,574 | ||||||
| Others | 13,741 | 120,817 | ||||||
| Total other payables and accrued liabilities | $ | 50,272 | $ | 876,688 | ||||
Note 9 – Credit facilities
Short-term bank borrowings
Outstanding balances of Short-term bank borrowings as of June 30,2025 and December 31, 2024 consisted of the following:
| Bank name | Term | Interest rate | Collateral/ Guarantee | Date of paid off | June 30, 2025 | December 31, 2024 | ||||||||||||
| Agricultural Bank of China Limited company Ningbo Beilun branch | From December, 2024 to December, 2025 | The 1-year Loan Prime Rate (LPR) published by the National Interbank Funding Center on drawdown date | Guarantee by Mr. Zhengjun, Tao and Ms. Shasha, Chen | - | $ | 697,973 | $ | 684,997 | ||||||||||
| China CITIC Bank Co., LTD. Ningbo branch | From July, 2024 to July, 2025 | The 1-year Loan Prime Rate (LPR) published by the National Interbank Funding Center on drawdown date less 0.2% | Guarantee by Mr. Zhengjun, Tao and Ms. Shasha, Chen | 31-July-25 | 697,973 | 684,997 | ||||||||||||
| Huishang Bank Co., LTD. Ningbo Beilun branch | From September, 2024 to March, 2025 | Average rate of 3.9% | Guarantee by Mr. Zhengjun, Tao, Ms. Shasha, Chen and Zhejiang Haoxin | 9-Mar-25 | - | 684,997 | ||||||||||||
| Bank of China Limited Zhenhai branch | From December, 2024 to December, 2025 | The 1-year Loan Prime Rate (LPR) published by the National Interbank Funding Center on drawdown date plus 0.1% | Guarantee by Mr. Zhengjun, Tao and Ms. Shasha, Chen pledges of mortgages of real estate | - | 446,703 | 438,399 | ||||||||||||
| Industrial and Commercial Bank of China Limited Ningbo Beilun Branch | From June, 2025 to June, 2026 | The 1-year Loan Prime Rate (LPR) published by the National Interbank Funding Center on drawdown date less 0.4% | - Guarantee by Mr. Zhengjun, Tao, Ms. Shasha, Chen | - | 697,973 | - | ||||||||||||
| Huishang Bank Co., LTD. Ningbo Beilun branch | From March, 2025 to March, 2026 | 4.1% | Guarantee by Mr. Zhengjun, Tao, Ms. Shasha, Chen and Zhejiang Haoxin | - | 697,973 | - | ||||||||||||
| Bank of China Ningbo Beilun Branch | From February, 2025 to February, 2026 | The 1-year Loan Prime Rate (LPR) published by the National Interbank Funding Center on drawdown date plus 0.1% | Guarantee by Mr. Zhengjun, Tao and Ms. Shasha, Chen | - | 697,973 | - | ||||||||||||
| China CITIC Bank Co., LTD. Ningbo branch | From June, 2025 to June, 2026 | The 1-year Loan Prime Rate (LPR) published by the National Interbank Funding Center on drawdown date | Guarantee by Mr. Zhengjun, Tao and Ms. Shasha, Chen | - | 670,054 | |||||||||||||
| Bank of China Limited Zhenhai branch | From January, 2025 to January, 2026 | The 1-year Loan Prime Rate (LPR) published by the National Interbank Funding Center on drawdown date less 0.2% | Guarantee by Mr. Zhengjun, Tao and Ms. Shasha, Chen | - | 209,392 | |||||||||||||
| Total | $ | 4,816,014 | $ | 2,493,390 | ||||||||||||||
F-17
Loans from other financial institutions
The Company sold some revenue equipment to other financial institutions and leased back from them who also provide the Company an option to repurchase the equipment. Because of the options to repurchase back the equipment, in accordance with ASC 606-10-55-68, these transactions are considered as a financing rather than a sales. Loans from other financial institutions also include loans pledged by the Company’s accounts receivables and owned vehicles.
The outstanding balances and maturities schedule of loans from other financial institutions is as follow:
Outstanding balances of loans from other financial institutions as of June 30, 2025 and December 31, 2024 consisted of the following:
| Non-financial institutions name | Term | Interest rate | Collateral/ Guarantee | Date of paid off | June 30, 2025 | December 31, 2024 | ||||||||||||||
| Zhongli International Leasing Co., Ltd. | From September 2023 to September 2028 | Average rate of 8.46% | Guaranteed by Ms. Shasha Chen and Mr. Zhengjun Tao | - | $ | 151,556 | $ | 218,098 | ||||||||||||
| Far East Hongxin Inclusive Financial Leasing Co., Ltd.. | From February 2025 to January 2028 | Average rate of 9.5% | Guaranteed by Ms. Shasha Chen and Mr. Zhengjun Tao | 257,202 | ||||||||||||||||
| Far East Hongxin Inclusive Financial Leasing (Tianjin) Co., Ltd. | From November 2023 to April 2026 | Average rate of 8.84% | Guaranteed by Ms. Shasha Chen and Mr. Zhengjun Tao | - | 82,223 | 160,464 | ||||||||||||||
| Far East Hongxin Inclusive Financial Leasing (Tianjin) Co., Ltd. | From May 2024 to November 2026 | Average rate of 6.08% | Guaranteed by Ms. Shasha Chen and Mr. Zhengjun Tao | - | 65,484 | 99,146 | ||||||||||||||
| Total | $ | 556,465 | $ | 477,708 | ||||||||||||||||
The maturities schedule of loans from other financial institutions is as follow:
| As of June 30, 2025 | As of December 31, 2024 | |||||||
| Payments due by period | ||||||||
| Less than 1 year | $ | 383,838 | $ | 333,012 | ||||
| 1-2 years | 116,192 | 136,968 | ||||||
| 2-3 years | 55,203 | 4,212 | ||||||
| 3-4 years | 1,232 | 3,516 | ||||||
| Total | $ | 556,465 | $ | 477,708 | ||||
Note 10 – Leases
Operating leases as lessee
The Company has operating leases recorded on its consolidated balance sheet for certain office spaces and warehouses that expire on various dates through 2025. The Company does not plan to cancel the existing lease agreements for its existing facilities prior to their respective expiration dates. Generally, when determining the lease term, the Company considers options to extend or terminate the lease when it is reasonably certain that it will exercise or not exercise that option. The Company’s lease arrangements contain lease component only. Payments under the Company’s lease arrangement are fixed and no variable leases costs are included.
F-18
The following tables shows ROU assets and lease liabilities, and the associated financial statement line items:
| As of December 31, 2024 | ||||
| Assets | ||||
| Operating lease right-of-use assets, net | $ | 2,413 | ||
| Liabilities | ||||
| Operating lease liabilities, current | $ | 5,052 | ||
| Operating lease liabilities, non-current | $ | - | ||
| Weighted average remaining lease term (in years) | 0.25 | |||
| Weighted average discount rate (%) | 3.85 | % | ||
Information related to operating lease activities for the year ended December 31, 2024 and the six months ended June 30, 2025 are as follows:
| For the six months ended June 30, 2025 | For the year ended December 31, 2024 | |||||||
| Operating lease right-of-use assets obtained in exchange for lease liabilities | $ | - | $ | - | ||||
| - | ||||||||
| Operating lease expense | $ | - | $ | 12,251 | ||||
| Short-term lease expense | 42,107 | 59,343 | ||||||
| Total | $ | 42,107 | $ | 71,594 | ||||
Note 11 – Related party balances and transactions
Related party balances
The amount due to related parties consists of the following:
| RP Name | Relationship | Nature | For the year ended December 31, 2024 | |||||
| Ms. Shasha Chen | Spouse of Mr. Zhengjun Tao | Advances for operational purpose | $ | 94,864 | ||||
| Mr. Lihai Zhang | Senior Employee | Advances for operational purpose | 54,139 | |||||
| Ms. Xing Wang | Executive Director | Advances for deferred offering costs | 489,591 | |||||
| Ms. Xing Wang | Executive Director | Advances for operational purpose | 1,007,918 | |||||
| Total | $ | 1,646,512 | ||||||
On May 30, 2025, the Company disposed its subsidiaries, Haiyue and Longanda, to Mr. Lihai Zhang for a total consideration of RMB 10 million. Upon completion of this transaction, Mr. Lihai Zhang ceased to be a related party of the Company.
Note 12 – Employee benefits government plans
The Company participates in a government-mandated multi-employer defined contribution plan pursuant to which certain retirement, medical and other welfare benefits are provided to employees. PRC labor regulations require the Company to pay to the local labor bureau a monthly contribution calculated at a stated contribution rate based on the basic monthly compensation of qualified employees. The relevant local labor bureau is responsible for meeting all retirement benefit obligations; the Company has no further commitments beyond its monthly contribution.
Note 13 – Income taxes
Cayman Islands
The Company was incorporated in the Cayman Islands and is not subject to tax on income or capital gains under the laws of Cayman Islands. Additionally, the Cayman Islands does not impose a withholding tax on payments of dividends to shareholders.
F-19
British Virgin Islands
Haoxin BVI is incorporated in the British Virgin Islands and is not subject to tax on income or capital gains under current British Virgin Islands law. In addition, upon payments of dividends by these entities to their shareholders, no British Virgin Islands withholding tax will be imposed.
Hong Kong
Haoxin HK is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. On March 21, 2018, the Hong Kong Legislative Council passed The Inland Revenue (Amendment) (No. 7) Bill 2017 (the “Bill”) which introduces the two-tiered profits tax rates regime. The Bill was signed into law on March 28, 2018 and was announced on the following day. Under the two-tiered profits tax rates regime, the first 2 million Hong Kong Dollar (“HKD”) of profits of the qualifying group entity will be taxed at 8.25%, and profits above HKD 2 million will be taxed at 16.5%. The Company did not make any provisions for Hong Kong profit tax as there were no assessable profits derived from or earned in Hong Kong since inception. Under Hong Kong tax law, Haoxin HK is exempted from income tax on its foreign-derived income and there are no withholding taxes in Hong Kong on remittance of dividends.
PRC
The PRC subsidiaries are governed by the income tax laws of the PRC and the income tax provision in respect to operations in the PRC is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. Under the Enterprise Income Tax Laws of the PRC (the “EIT Laws”), Chinese enterprises are subject to income tax at a rate of 25% after appropriate tax adjustments.
From January 1, 2023 to December 31, 2027, 25% of the first RMB 3.0 million of the assessable profit before tax is subject to the tax rate of 20%. For the six months ended June 30, 2025 and 2024, some PRC subsidiaries are qualified small and low-profit enterprises as defined, and thus they are eligible for the above preferential tax rates for small and low-profit enterprises. For the six months ended June 30, 2025, Haiyue and Longanda was eligible to employ this policy.
Significant components of the income tax expenses consisted of the following for the six months ended June 30,2025 and 2024:
| 2025 | 2024 | |||||||
| Current income tax expenses | $ | 1,062,499 | $ | 550,395 | ||||
| Deferred income tax benefit | (4,562 | ) | (1,646 | ) | ||||
| Total income tax expenses | $ | 1,057,937 | $ | 548,749 | ||||
Deferred tax assets consist of as follow:
| As of June 30, 2025 | As of December 31, 2024 | |||||||
| Deferred tax assets: | ||||||||
| Allowance for credit loss | $ | 144,707 | $ | 138,784 | ||||
Value added tax
For revenues that are earned by provision of trucking services and received in the PRC are subject to a Chinese VAT at the rate of 9% starting in April 2019, at the rate of 10% starting in May 2018 to March 2019, at the rate of 11% in April 2018 and prior of the gross proceed or at a rate approved by the Chinese local government. For revenues earned by provision of international transportation services and received in the PRC are subject to a Chinese VAT at the rate of 0% starting in May 2016.
Taxes payable consisted of the following:
| As of June 30, 2025 | As of December 31, 2024 | |||||||
| VAT taxes payable | $ | 475,236 | $ | 412,385 | ||||
| Income taxes payable | 8,552,155 | 7,478,630 | ||||||
| Other taxes payable | 37,358 | 8,109 | ||||||
| Total taxes payables | $ | 9,064,749 | $ | 7,899,124 | ||||
F-20
Uncertain tax positions
The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical metrics, and measures the unrecognized benefits associated with the tax positions. As of June 30, 2025 and December 31, 2024, the Company was obliged to pay the income tax and the late fees of $8,987,900 and $7,366,799, respectively, as the Company failed to pay the income tax for the years ended December 31, 2024, December 31, 2023, 2022, 2021 and 2020 by May 31, 2025, the deadline for making such tax payment. The Company anticipates an additional accrual related to this same position in the next 12 months.
| For the six months ended June 30, 2025 | For the year ended December 31, 2024 | |||||||
| Income tax | ||||||||
| Balance at beginning of the year | $ | 7,366,799 | $ | 5,408,325 | ||||
| Increase related to current year tax positions | 1,003,181 | 1,354,568 | ||||||
| Late fee accrual | 460,190 | 781,973 | ||||||
| Exchange rate conversion difference | 157,730 | (178,067 | ) | |||||
| Settlement | - | - | ||||||
| Balance at end of the year | $ | 8,987,900 | $ | 7,366,799 | ||||
The amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate as of June 30, 2025 and December 31, 2024 was $8,987,900 and $7,366,799, respectively. The Company recognizes accrued interest and penalty related to unrecognized tax benefits in income tax expenses. For the six months ended June 30, 2025 and 2024, the Company had accrued late penalty of $460,190 and $331,062, respectively.
Note 14 – Shareholders’ equity
Ordinary shares
Haoxin Cayman was established under the laws of Cayman Islands on April 24, 2022. The authorized number of ordinary shares was 500,000,000 shares with a par value of $0.0001 per ordinary share.
With the effect of resolutions passed by board of directors on April 26, 2022, 556 Class A ordinary shares were issued with a par value of $0.0001 and 444 Class B ordinary shares were issued with a par value of $0.0001. As of the date hereof, the authorized number of ordinary shares is 500,000,000 shares with a par value of $0.0001 and the total issued number of ordinary shares is 1,000.
For reorganization before the IPO, on January 19, 2023, the Company issued 528,000 Class A ordinary shares and 4,799,556 Class B ordinary shares at a consideration of $0.0001 per share to TZJ Global (BVI) Limited and 6,671,444 Class A ordinary shares at a consideration of par value of $0.0001 per share to 15 investors, which increased pro rata the number of shares each shareholder owns and did not change their respective percentage of ownership in the Company.
The holders of Class B ordinary shares are entitled to 20 votes per share and each Class B ordinary share is convertible into one Class A ordinary share at any time at the option of the holder thereof. The right to convert shall be exercisable by the holder of the Class B ordinary shares delivering a written notice to the Company that such holder elects to convert a specified number of Class B ordinary shares into Class A ordinary share. In no event shall Class A ordinary shares be convertible into Class B ordinary shares. Save and except for voting rights and conversion rights as set out in the second amended and restated memorandum and articles of association, the Class A ordinary shares and the Class B Ordinary Shares shall rank pari passu and shall have the same rights, preferences, privileges and restrictions.
On April 16, 2025, the Company closed its firm commitment initial public offering (the “IPO”) of 1,750,000 Shares, at a public offering price of $4.00 per share, for total gross proceeds of $7,000,000, before deducting underwriting discounts, commissions and other related expenses. As of the date of this report, no over-allotment options or warrants are exercised.
The Company has retroactively restated all shares and per share data for all the periods presented pursuant to ASC 260. According to the above transactions, the Company has retroactively adjusted the shares and per share data for all periods presented.
F-21
Additional paid-in capital
As of June 30, 2025 and December 31, 2024, additional paid-in capital in the consolidated balance sheets represented the contributed capital of the Company.
Shares subscription receivables
For recapitalization before the IPO, on January 19, 2023, the Company issued 7,199,444 Class A ordinary shares and 4,799,556 Class B ordinary shares for a total consideration of $1,200 on a pro rata basis to all existing shareholders. The Company expects to receive the consideration by the end of 2025.
Statutory reserves
In accordance with the relevant PRC laws and regulations, The Company’s subsidiaries in the PRC are required to provide for certain statutory reserves, which are appropriated from net profit as reported in accordance with PRC accounting standards. The Company’s subsidiaries in the PRC are required to allocate at least 10% of their after-tax profits to the statutory reserve until such reserve has reached 50% of their respective registered capital. Appropriations to other types of reserves in accordance with relevant PRC laws and regulations are to be made at the discretion of the shareholders of each of the Company’s subsidiaries in the PRC. The statutory reserves are restricted from being distributed as dividends under PRC laws and regulations.
Note 15 – Commitments and Contingencies
Contingencies
As of December 31, 2024 and June 30, 2025, the Company had no outstanding lawsuits or claims.
Note 16 – Dividends
No dividend has been paid or declared by the Company since its date of incorporation.
Note 17 – Subsequent events
The Company has assessed all events from June 30, 2025, up through the date that these consolidated financial statements are available to be issued, unless as disclosed below, there are not any material subsequent events that required disclosure in these consolidated financial statements.
Subsequent to the period ended June 30, 2025, the subcontractor agreements have been terminated due to reasons attributable to the counterparties. The Company expects to fully recover the prepayment balances amounting to $11,425,213 (RMB 81,845,656) by May 30, 2026. Management has assessed the impact of these terminations and concluded that there is no material effect on the Company’s financial position or results of operations as of the reporting date.
F-22