Full Press Release Details
HAOXI HEALTH TECHNOLOGY LTD
(a Cayman Islands exempted company with limited
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN THAT the extraordinary
general meeting of shareholders (the "2025 Extraordinary Meeting" or "Extraordinary Meeting") of Haoxi Health
Technology Ltd (the "Company") will be held at Room 801, Tower C, Floor 8, Building 103, Huizhongli, Chaoyang District, Beijing,
China. The 2025 Extraordinary Meeting will have the following proposals for considering and voting:
| Item | Board Vote Recommendation | ||
| 1. | As a special resolution, conditional upon the sole shareholder of the Class B ordinary shares of the Company consenting to the increase of the voting rights attached to each Class B ordinary share of the Company from ten (10) votes to thirty (30) votes on any and all matters on a poll at any general meeting of the Company (the "Change of Voting Power"), the Change of Voting Power be approved (such proposal, the "Change of Voting Power Proposal"). | "FOR" | |
| 2. | As an ordinary resolution, the authorized share capital of the Company be increased FROM USD1,000,000 divided into (i) 300,000,000 Class A ordinary shares of USD0.0025 par value each and (ii) 100,000,000 Class B ordinary shares of USD0.0025 par value each, TO USD3,250,000 divided into (i) 1,200,000,000 Class A ordinary shares of USD0.0025 par value each and (ii) 100,000,000 Class B ordinary shares of USD0.0025 par value each with the creation of 900,000,000 Class A ordinary shares of USD0.0025 par value each (the "Pre-Consolidation Increase of Authorized Share Capital" and such proposal, the "Pre-Consolidation Increase of Authorized Share Capital Proposal"). | "FOR" |
| i) | all the issued and unissued Class A ordinary shares and Class B ordinary shares (together, the "Shares"), each of par value $0.0025 per share be consolidated by consolidating at a ratio of no less than two-for-one (2:1) and no more than of one-hundred-and-fifty-for-one (150:1), at any time prior to November 15, 2026, with the exact ratio to be set at a whole number within this range and the exact date to be set as determined by the Board in its sole discretion (the "Share Consolidation"); | |||
| ii) | no fractional shares be issued in connection with the Share Consolidation and, in the event that a shareholder would otherwise be entitled to receive a fractional Share upon the Share Consolidation, the total number of Shares to be received by such shareholder be rounded up to the next whole Share; and | |||
| iii) | any change to the Company's authorized share capital in connection with, and as necessary to effect, the Share Consolidation be and is hereby approved, such amendment to be determined by the Board in its sole discretion; and |
As of the date of this Notice
of Extraordinary Meeting of Shareholders (the "Notice"), we have not received notice of any other matters that may be properly
presented at the 2025 Extraordinary Meeting.
The Board of Directors of
the Company has fixed the close of business on November 7, 2025 as the record date (the "Record Date") for determining the shareholders
entitled to receive notice of and to vote at the 2025 Extraordinary Meeting or any adjournment thereof. Only holders of Class A ordinary
shares, par value US$0.0025 (the "Class A Ordinary Shares") and Class B ordinary shares, par value US$0.0025 (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 Extraordinary 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 2025 Extraordinary 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 EXTRAORDINARY 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 EXTRAORDINARY 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 Extraordinary
Meeting and at any adjournments or postponements of the 2025 Extraordinary Meeting.
We cordially invite all holders of Ordinary Shares to attend the 2025
Extraordinary 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 Extraordinary 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 Extraordinary Meeting. If
you send in your form of proxy and then decide to attend the 2025 Extraordinary Meeting to vote your Ordinary Shares in person, 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 Extraordinary 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 Extraordinary 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 Extraordinary 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 EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 8, 2025
The Board of Directors of
Haoxi Health Technology Ltd (the "Company") is soliciting proxies for the extraordinary general meeting of shareholders (the
"2025 Extraordinary Meeting") of the Company to be held at Room 801, Tower C, Floor 8, Building 103, Huizhongli, Chaoyang
District, Beijing. Only holders of the Class A ordinary shares, par value US$0.0025 (the "Class A Ordinary Shares") and Class
B ordinary shares, par value US$0.0025 (the "Class B Ordinary Shares") of the Company at the close of business on November
7, 2025 (the "Record Date") are entitled to attend and vote at the 2025 Extraordinary 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 Extraordinary Meeting may 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
on December 7, 2025.
A proxy statement describing
the matters to be voted upon at the 2025 Extraordinary Meeting along with a proxy card enabling the shareholders to indicate their vote
will be mailed on or about November 12, 2025, to all shareholders entitled to vote at the 2025 Extraordinary 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 November 12, 2025. If you plan to
attend the 2025 Extraordinary 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 Extraordinary Meeting.
Whether or not you plan to
attend the 2025 Extraordinary Meeting, it is important that your shares be represented and voted at the 2025 Extraordinary 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 December 7, 2025 to be validly included in the tally of shares voted at the
2025 Extraordinary Meeting. Detailed proxy voting instructions are provided both in the proxy statement and on the proxy card.
QUESTIONS AND ANSWERS ABOUT
THE 2025 EXTRAORDINARY 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 Extraordinary Meeting. As a shareholder, you
are invited to attend the 2025 Extraordinary 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 Extraordinary 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 EXTRAORDINARY MEETING?
There are seven proposals that will
be voted on at the 2025 Extraordinary Meeting:
| 1. | As a special resolution, conditional upon the sole shareholder of the Class B ordinary shares of the Company consenting to the increase of the voting rights attached to each Class B ordinary share of the Company from ten (10) votes to thirty (30) votes on any and all matters on a poll at any general meeting of the Company (the "Change of Voting Power"), the Change of Voting Power be approved (such proposal, the "Change of Voting Power Proposal"). |
| 2. | As an ordinary resolution, the authorized share capital of the Company be increased FROM USD1,000,000 divided into (i) 300,000,000 Class A ordinary shares of USD0.0025 par value each and (ii) 100,000,000 Class B ordinary shares of USD0.0025 par value each, TO USD3,250,000 divided into (i) 1,200,000,000 Class A ordinary shares of USD0.0025 par value each and (ii) 100,000,000 Class B ordinary shares of USD0.0025 par value each with the creation of 900,000,000 Class A ordinary shares of USD0.0025 par value each (the "Pre-Consolidation Increase of Authorized Share Capital" and such proposal, the "Pre-Consolidation Increase of Authorized Share Capital Proposal"). |
| 3. | As a special resolution, conditional upon the sole shareholder of the Class B ordinary shares of the Company consenting to the variation of class rights of such Class B ordinary shares in accordance with the fifth amended and restated memorandum and articles of association of the Company and subject to the passing of Resolution 1 and 2, the fifth amended and restated memorandum and articles of association of the Company (the "Fifth M&A"), be amended and restated by the deletion in their entirety and by the substitution in their place of the sixth amended and restated memorandum and articles of association (the "Sixth M&A") in the form as attached hereto as Appendix A (the "Amendment to the Fifth M&A" and such proposal, the "Amendment to the Fifth M&A Proposal") to reflect, inter alia , the Change of Voting Power and the Pre-Consolidation Increase of Authorized Share Capital. |
| i) | all the issued and unissued Class A ordinary shares and Class B ordinary shares (together, the "Shares"), each of par value $0.0025 per share be consolidated by consolidating at a ratio of no less than two-for-one (2:1) and no more than of one-hundred-and-fifty-for-one (150:1), at any time prior to November 15, 2026, with the exact ratio to be set at a whole number within this range and the exact date to be set as determined by the Board in its sole discretion (the "Share Consolidation"); | |
| ii) | no fractional shares be issued in connection with the Share Consolidation and, in the event that a shareholder would otherwise be entitled to receive a fractional Share upon the Share Consolidation, the total number of Shares to be received by such shareholder be rounded up to the next whole Share; and | |
| iii) | any change to the Company's authorized share capital in connection with, and as necessary to effect, the Share Consolidation be and is hereby approved, such amendment to be determined by the Board in its sole discretion; and |
We may also transact such other business as may properly
come before the 2025 Extraordinary Meeting.
HOW DOES THE BOARD RECOMMEND I VOTE?
Our Board unanimously recommends a vote
"FOR" each proposal from Proposals No. 1 - 7.