Full Press Release Details
HAOXI HEALTH TECHNOLOGY LTD
(a Cayman Islands exempted company with limited
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN THAT the annual
general meeting of shareholders (the "2025 Annual Meeting") of Haoxi Health Technology Ltd (the "Company") will
be held in a hybrid format on January 10, 2025 at 10:00 am, Eastern time. In-person participants will be able to attend at Room 801, Tower
C, Floor 8, Building 103, Huizhongli, Chaoyang District, Beijing, China. Remote participants will be able to attend at www.virtualshareholdermeeting.com/HAO2025.
The 2025 Annual Meeting will have the following proposals for considering and voting:
| Item | Board Vote Recommendation | ||
| 1. | As an ordinary resolution, the authorized share capital of US$20,000 divided into: (i) 150,000,000 Class A Ordinary Shares of par value of US$0.0001 each, and (ii) 50,000,000 Class B Ordinary Shares of par value of US$0.0001 each be consolidated at a share consolidation ratio of twenty-five-for-one (25:1), such that the authorized share capital of US$20,000 will be 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, where the then issued Class A Ordinary Shares and then issued Class B Ordinary Shares in the capital of the Company, each with a par value of US$0.0001 per share, will be consolidated and divided at a share consolidation ratio of twenty-five-for-one (25:1) so as to become such whole number of Class A Ordinary Shares and Class B Ordinary Shares with a par value of US$0.0025 per share (after rounding, if necessary) as shall result therefrom and following the consolidation, the proportion between the amount paid and the amount, if any, unpaid on each consolidated share will be the same as it was immediately before the consolidation in the case of the shares from which it was derived (the "Share Consolidation"). | "FOR" | |
| 2. | As an ordinary resolution, immediately after the Share Consolidation, the authorized share capital of the Company be 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 (the "Increase of Authorized Shares", together with the Share Consolidation, the "Share Capital Reorganization"). | "FOR" | |
| 3. | As a special resolution, subject to the completion of the Share Consolidation and the Increase of Authorized Shares, the Fifth Amended and Restated Memorandum and Articles of Association of the Company, a copy of which is attached to the notice of 2025 Annual Meeting and the accompany proxy statement, be and are hereby adopted as the new memorandum and articles of association of the Company, in substitution for and to the exclusion of the fourth amended and restated memorandum and articles of association of the Company then in effect to reflect the Share Capital Reorganization. | "FOR" |
| 4. | As an ordinary resolution, to re-elect the each of the following directors of the Company pursuant to the Company's articles of association (the "Re-election of Current Directors"): | "FOR" | |||
| (i) | FAN, ZHEN be re-appointed as a director of the Company to hold office until the next annual general meeting or until his successors are duly elected and qualified, subject to earlier death, resignation, or removal; | ||||
| (ii) | LIU, JIA be re-appointed as a director of the Company to hold office until the next annual general meeting or until his respective successors are duly elected and qualified, subject to earlier death, resignation, or removal; | ||||
| (iii) | SU, CHANGMAO be re-appointed as a director of the Company to hold office until the next annual general meeting or until his respective successors are duly elected and qualified, subject to earlier death, resignation, or removal; | ||||
| (iv) | XU, LEI be re-appointed as a director of the Company to hold office until the next annual general meeting or until his respective successors are duly elected and qualified, subject to earlier death, resignation, or removal; and | ||||
| (v) | ZHANG, JIANBING be re-appointed as a director of the Company to hold office until the next annual general meeting or until his respective successors are duly elected and qualified, subject to earlier death, resignation, or removal. |
| 5. | As an ordinary resolution, to approve, ratify and confirm the appointment of Wei, Wei & Co., LLP as the Company's independent auditors for the year ending June 30, 2024 and to authorize the board of directors of the Company to fix the remuneration of the independent registered public accounting firm (the "Auditor Ratification"). | "FOR" | |
| 6. | As an ordinary resolution, to approve the appointment of Wei, Wei & Co., LLP as the Company's independent auditors for the year ending June 30, 2025 and to authorize the board of directors of the Company to fix the remuneration of the independent registered public accounting firm (the "Auditor Appointment"). | "FOR" | |
| 7. | As an ordinary resolution, to authorize the adjournment of the 2025 Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the 2025 Annual Meeting or adjournment or postponement thereof to approve of the foregoing proposals (the "Authorization to Adjourn the Meeting"). | "FOR" |
As of the date of this Notice
of Annual Meeting of Shareholders (the "Notice"), we have not received notice of any other matters that may be properly presented
at the 2025 Annual Meeting.
The Board of Directors of
the Company has fixed the close of business on December 18, 2024 as the record date (the "Record Date") for determining the
shareholders entitled to receive notice of and to vote at the 2025 Annual Meeting or any adjournment thereof. Only holders of Class A
ordinary shares, par value US$0.0001 (the "Class A Ordinary Shares") and Class B ordinary shares, par value US$0.0001 (the
"Class B Ordinary Shares", together with "Class A Ordinary Shares", the "Ordinary Shares") of the
Company on the Record Date are entitled to receive notice of and to vote at the 2025 Annual Meeting or any adjournment thereof.
In addition to mailing the materials, shareholders may also obtain
a copy of the proxy materials, including the Company's 2024 Annual Report, from the Company's website at http://www.haoximedia.com
or by contacting our Investor Relations Department at: ir@haoximedia.com.
IF YOU RETURN YOUR PROXY
CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE AND YOU APPOINT THE CHAIR OF THE 2025 ANNUAL MEETING AS YOUR PROXY, YOUR SHARES WILL
BE VOTED "FOR" ALL OF THE PROPOSALS LISTED ABOVE. IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF WHO YOU WISH TO APPOINT
AS YOUR PROXY, THE CHAIR OF THE 2025 ANNUAL MEETING WILL BE APPOINTED AS YOUR PROXY.
We are providing this notice
and the accompanying proxy card to our shareholders in connection with the solicitation of proxies to be voted at the 2025 Annual Meeting
and at any adjournments or postponements of the 2025 Annual Meeting.
We cordially invite all holders
of Ordinary Shares to attend the 2025 Annual Meeting in a hybrid format. However, holders of Ordinary Shares entitled to attend and vote
are entitled to appoint a proxy to attend and vote instead of such holders. A proxy need not be a shareholder of the Company. If
you are a holder of Ordinary Shares and whether or not you expect to attend the 2025 Annual Meeting in person, please mark, date, sign
and return the enclosed form of proxy as promptly as possible to ensure your representation and the presence of a quorum at the 2025 Annual
Meeting. If you send in your form of proxy and then decide to attend the 2025 Annual Meeting to vote your Ordinary Shares in
person, or during the virtual meeting, you may still do so. Your proxy is revocable in accordance with the procedures set forth in the
notice. Whether or not you plan to attend the 2025 Annual Meeting, we urge you to read this notice carefully and to vote your
shares. Your vote is very important. If you are a registered shareholder, please vote your shares as soon as possible by completing,
signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in "street
name" through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or
other nominee to ensure that your shares are represented and voted at the 2025 Annual Meeting. If you sign, date and return your proxy
card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals to be considered at the 2025 Annual Meeting.
I want to thank all of our
shareholders as we look forward to what we believe will be an exciting future for our business.
| By Order of the Board of Directors, | |
| /s/ Zhen Fan | |
| Zhen Fan | |
| Chief Executive Officer and Chairman |
IT IS IMPORTANT THAT YOU VOTE, SIGN AND RETURN
THE ACCOMPANYING PROXY CARD AS SOON AS POSSIBLE
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HAOXI HEALTH TECHNOLOGY LTD
2025 ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 10, 2025
The Board of Directors of
Haoxi Health Technology Ltd (the "Company") is soliciting proxies for the annual general meeting of shareholders (the "2025
Annual Meeting") of the Company to be held in a hybrid format on January 10, 2025 at 10:00 am, Eastern Time. In person participants
will be able to attend at Room 801, Tower C, Floor 8, Building 103, Huizhongli, Chaoyang District, Beijing. Remote participants will be
able to attend at will be able to attend at www.virtualshareholdermeeting.com/HAO2025. Only holders of the Class A ordinary shares, par
value US$0.0001 (the "Class A Ordinary Shares") and Class B ordinary shares, par value US$0.0001 (the "Class B Ordinary
Shares") of the Company at the close of business on December 18, 2024 (the "Record Date") are entitled to attend and
vote at the 2025 Annual Meeting or at any adjournment thereof. The necessary quorum shall be one or more shareholders holding shares that
represent not less than one-third of the outstanding shares carrying the right to vote at such general meeting
Any shareholder entitled to
attend and vote at the 2025 Annual Meeting shall appoint the Chairman as his/her proxy to attend and vote on behalf of him/her. A proxy
need not be a shareholder of the Company. On a vote by way of poll, each Company's Class A Ordinary Shares shall be entitled
to one (1) vote on all matters subject to vote at general meetings of the Company Each Company's Class B Ordinary Shares shall be
entitled to ten (10) votes on all matters subject to vote at general meetings of the Company. The polls will close at 11:59 p.m. EST
A proxy statement describing
the matters to be voted upon at the 2025 Annual Meeting along with a proxy card enabling the shareholders to indicate their vote will
be mailed on or about December 20, 2024, to all shareholders entitled to vote at the 2025 Annual Meeting. Such proxy statement will also
be furnished to the U.S. Securities and Exchange Commission, or the SEC, under cover of Form 6-K and will be available on our website
at http://www.haoximedia.com on or about December 19, 2024. If you plan to attend
the 2025 Annual Meeting and your shares are not registered in your own name, please ask your broker, bank or other nominee that holds
your shares to provide you with evidence of your share ownership. Such proof of share ownership will be required to gain admission to
the 2025 Annual Meeting.
Whether or not you plan to
attend the 2025 Annual Meeting, it is important that your shares be represented and voted at the 2025 Annual Meeting. Accordingly, after
reading the Notice and accompanying proxy statement, please sign, date, and mail the enclosed proxy card in the envelope provided or vote
by telephone or over the Internet in accordance with the instructions on your proxy card. The proxy card must be received by Broadridge
Financial Solutions, Inc. no later than 11:59 p.m. EST on January 9, 2025 to be validly included in the tally of shares voted at the 2025
Annual Meeting. Detailed proxy voting instructions are provided both in the proxy statement and on the proxy card.
QUESTIONS AND ANSWERS ABOUT
THE 2025 Annual Meeting, THE PROXY MATERIALS
AND VOTING YOUR SHARES
WHY AM I RECEIVING THESE MATERIALS?
Our Board has delivered the
Proxy Materials to you in connection with the solicitation of proxies for use at the 2025 Annual Meeting. As a shareholder, you are invited
to attend the 2025 Annual Meeting and are requested to vote on the items of business described in this Proxy Statement.
Our Board is soliciting your
vote at the 2025 Annual Meeting. You may vote by proxy as explained in this Proxy Statement. A proxy is your formal legal designation
of another person to vote the shares you own. That other person is called a proxy. If you designate someone as your proxy in a written
document, that document also is called a proxy or a proxy card.
WHAT PROPOSALS WILL BE VOTED ON AT
THE 2025 Annual Meeting?
There are seven proposals that will
be voted on at the 2025 Annual Meeting:
| 1. | As an ordinary resolution, the authorized share capital of US$20,000 divided into: (i) 150,000,000 Class A Ordinary Shares of par value of US$0.0001 each, and (ii) 50,000,000 Class B Ordinary Shares of par value of US$0.0001 each be consolidated at a share consolidation ratio of twenty-five-for-one (25:1), such that the authorized share capital of US$20,000 will be 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, where the then issued Class A Ordinary Shares and then issued Class B Ordinary Shares in the capital of the Company, each with a par value of US$0.0001 per share, will be consolidated and divided at a share consolidation ratio of twenty-five-for-one (25:1) so as to become such whole number of Class A Ordinary Shares and Class B Ordinary Shares with a par value of US$0.0025 per share (after rounding, if necessary) as shall result therefrom and following the consolidation, the proportion between the amount paid and the amount, if any, unpaid on each consolidated share will be the same as it was immediately before the consolidation in the case of the shares from which it was derived (the "Share Consolidation"). |
| 2. | As an ordinary resolution, immediately after the Share Consolidation, the authorized share capital of the Company be 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 (the "Increase of Authorized Shares", together with the Share Consolidation, the "Share Capital Reorganization"). |
| 3. | As a special resolution, subject to the completion of the Share Consolidation and the Increase of Authorized Shares, the Fifth Amended and Restated Memorandum and Articles of Association of the Company, a copy of which is attached to the notice of 2025 Annual Meeting and the accompany proxy statement, be and are hereby adopted as the new memorandum and articles of association of the Company, in substitution for and to the exclusion of the fourth amended and restated memorandum and articles of association of the Company then in effect to reflect the Share Capital Reorganization. |
| 6. | As an ordinary resolution, to approve the appointment of Wei, Wei & Co., LLP as the Company's independent auditors for the year ending June 30, 2025 and to authorize the board of directors of the Company to fix the remuneration of the independent registered public accounting firm (the "Auditor Appointment"). |
| 7. | As an ordinary resolution, to authorize the adjournment of the 2025 Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the 2025 Annual Meeting or adjournment or postponement thereof to approve of the foregoing proposals (the "Authorization to Adjourn the Meeting"). |
We may also transact such other business as may properly
come before the 2025 Annual Meeting.
HOW DOES THE BOARD RECOMMEND I VOTE?