Standard Contracts
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 22nd, 2023 • Haoxi Health Technology LTD • Services-advertising agencies • New York
This Indemnification Agreement (this “Agreement”) is entered into as of [ ], 2023 by and between Haoxi Health Technology Limited, a Cayman Islands company (the “Company”), and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.
EMPLOYMENT AGREEMENTEmployment Agreement • November 22nd, 2023 • Haoxi Health Technology LTD • Services-advertising agencies • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of [DATE], by and between Haoxi Health Technology Limited, a company incorporated and existing under the laws of Cayman Islands (the “Company”), and [ ], an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).
HAOXI HEALTH TECHNOLOGY LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • July 31st, 2024 • Haoxi Health Technology LTD • Services-advertising agencies • New York
HAOXI HEALTH TECHNOLOGY LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • June 13th, 2024 • Haoxi Health Technology LTD • Services-advertising agencies • New York
HAOXI HEALTH TECHNOLOGY LIMITED Pre-funded Warrant To Purchase Common SharesWarrant Agreement • September 23rd, 2024 • Haoxi Health Technology LTD • Services-advertising agencies • New York
Haoxi Health Technology Limited, a Cayman Islands exempted company(the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the date hereof until this Warrant is exercised in full ______________ (_____________)1 fully paid and nonassessable Common Shares, subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Shares (including any Warrants to Purchase Common Shares issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 17. This Warrant is one of the Pre-funded Warrants issued pursuant to the Underwriting
IN ACCORDANCE WITH ITEM 601 OF REGULATION S-K, CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE EXHIBIT BECAUSE IT IS BOTH (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [*] INDICATES THAT INFORMATION...Advertising Contract • November 22nd, 2023 • Haoxi Health Technology LTD • Services-advertising agencies
This advertising release contract (hereinafter referred to as the “Contract”) was signed by the following parties on November 25, 2020 (the “Contract Effective Date”):
WARRANT AGENT AGREEMENTWarrant Agent Agreement • September 23rd, 2024 • Haoxi Health Technology LTD • Services-advertising agencies
This WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of September 20, 2024 (the “Issuance Date”) is between Haoxi Health Technology Limited, a Cayman Islands corporation (the “Company”), and TranShare Corporation (the “Warrant Agent”). Capitalized terms not defined herein shall have the same meaning as in the applicable form of warrant as provided in Exhibit A.
FORM OF SERIES A WARRANT Haoxi Health Technology Limited Series A Warrant To Purchase Common SharesSeries a Warrant • August 12th, 2024 • Haoxi Health Technology LTD • Services-advertising agencies • New York
Haoxi Health Technology Limited, a Cayman Islands exempted company (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the date hereof, but not after 11:59 p.m., New York time, on the Expiration Date, ______________ (_____________) fully paid nonassessable Common Shares, subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Shares (including any Warrants to Purchase Common Shares issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 17. This Warrant is one of the Series A Warrants to purchase Comm
Ocean Engine Marketing Service ContractMarketing Service Contract • November 22nd, 2023 • Haoxi Health Technology LTD • Services-advertising agencies
Party A and Party B have reached the following agreement on Party A’s entrustment of Party B to carry out marketing services through friendly negotiation and in line with the principle of equality and mutual benefit, so that both parties can abide by it.
IN ACCORDANCE WITH ITEM 601 OF REGULATION S-K, CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE EXHIBIT BECAUSE IT IS BOTH (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [*] INDICATES THAT INFORMATION...Advertising Service Framework Agreement • November 22nd, 2023 • Haoxi Health Technology LTD • Services-advertising agencies • Hong Kong
This “Advertising Service Framework Agreement” (the “Agreement”) was signed by the following parties on January 21, 2021 in Baoshan District, Shanghai (“the execution place”):
Ocean Engine Marketing Service ContractMarketing Service Contract • November 22nd, 2023 • Haoxi Health Technology LTD • Services-advertising agencies
Party A and Party B have reached the following agreement on Party A’s entrustment of Party B to carry out marketing services through friendly negotiation and in line with the principle of equality and mutual benefit, so that both parties can abide by it.
Cooperative AgreementsAdvertising Contract • November 22nd, 2023 • Haoxi Health Technology LTD • Services-advertising agencies
This Advertising Contract (hereinafter referred to as the “The Contract”) is made by the following parties on July 1, 2022 (the “Contract Effective Date”) conclude and sign:
IN ACCORDANCE WITH ITEM 601 OF REGULATION S-K, CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE EXHIBIT BECAUSE IT IS BOTH (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [*] INDICATES THAT INFORMATION...Information Service Agreement • November 22nd, 2023 • Haoxi Health Technology LTD • Services-advertising agencies
Based on the principles of equality, mutual benefit, and complementary advantages, both parties, in accordance with relevant laws and regulations, have negotiated and agreed to enter into this agreement on Party B’s provision of services for Party A, in order to abide by:
IN ACCORDANCE WITH ITEM 601 OF REGULATION S-K, CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE EXHIBIT BECAUSE IT IS BOTH (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [*] INDICATES THAT INFORMATION...Business Cooperation Agreement • November 22nd, 2023 • Haoxi Health Technology LTD • Services-advertising agencies
(The email address agreed in the Agreement or the email address with the confirmed suffix of @bytedance.com is the valid email address of Party A for sending and receiving notices)
IN ACCORDANCE WITH ITEM 601 OF REGULATION S-K, CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE EXHIBIT BECAUSE IT IS BOTH (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [*] INDICATES THAT INFORMATION...Advertising Service Framework Agreement • November 22nd, 2023 • Haoxi Health Technology LTD • Services-advertising agencies
This “Advertising Service Framework Agreement” (the “Agreement”) was signed by the following parties on January 21, 2021 in Baoshan District, Shanghai (the “execution place”):
IN ACCORDANCE WITH ITEM 601 OF REGULATION S-K, CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE EXHIBIT BECAUSE IT IS BOTH (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [*] INDICATES THAT INFORMATION...Working Capital Loan Contract • November 22nd, 2023 • Haoxi Health Technology LTD • Services-advertising agencies
The Borrower and the Lender, in accordance with the existing laws and the regulations, rules and supervision of the Ministry of Finance, the Ministry of Human Resources and Social Security, the People’s Bank of China and the People’s Government of Beijing Municipality and its relevant competent authorities in respect of the Guaranteed Loan for Entrepreneurship, and after consultation on an equal footing, have reached an agreement in respect of the issuance, use and return of the working capital loan between the Lender and the Borrower as follows, and have entered into the present Contract.
IN ACCORDANCE WITH ITEM 601 OF REGULATION S-K, CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE EXHIBIT BECAUSE IT IS BOTH (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [*] INDICATES THAT INFORMATION...Marketing Promotion Service Contract • November 22nd, 2023 • Haoxi Health Technology LTD • Services-advertising agencies
On the principle of equality, mutual benefit, honesty and trustworthiness, both parties, in accordance with the “Contract Law of the People’s Republic of China” and relevant laws and regulations, have reached the following agreement on Party B’s provision of advertising and promotion services for Party A through friendly negotiation and shall abide by them together .
IN ACCORDANCE WITH ITEM 601 OF REGULATION S-K, CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE EXHIBIT BECAUSE IT IS BOTH (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [*] INDICATES THAT INFORMATION...Service Provider Cooperation Agreement • November 22nd, 2023 • Haoxi Health Technology LTD • Services-advertising agencies
Party A is a legally registered and legally operated entity and wishes to apply to become a service provider of the Tencent advertising service platform operated by Party B in accordance with the law to promote Tencent’s advertising services. Party B agrees to accept Party A’s application. The two parties reached the following agreement after consultation:
IN ACCORDANCE WITH ITEM 601 OF REGULATION S-K, CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE EXHIBIT BECAUSE IT IS BOTH (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [*] INDICATES THAT INFORMATION...Housing Lease Contract • November 22nd, 2023 • Haoxi Health Technology LTD • Services-advertising agencies
In accordance with the Contract Law of the People’s Republic of China and other relevant laws and regulations, Party A and Party B, on the basis of equality, reach an agreement on the lease of the premises as follows:
Ocean Engine Marketing Service ContractMarketing Service Contract • November 22nd, 2023 • Haoxi Health Technology LTD • Services-advertising agencies
Party A and Party B have reached the following agreement on Party A’s entrustment of Party B to carry out marketing services through friendly negotiation and in line with the principle of equality and mutual benefit, so that both parties can abide by it.
Ocean Engine Marketing Service ContractMarketing Service Contract • November 22nd, 2023 • Haoxi Health Technology LTD • Services-advertising agencies
Party A and Party B have reached the following agreement on Party A’s entrustment of Party B to carry out marketing services through friendly negotiation and in line with the principle of equality and mutual benefit, so that both parties can abide by it.
HAOXI HEALTH TECHNOLOGY LIMITEDSubscription Agreement • November 22nd, 2023 • Haoxi Health Technology LTD • Services-advertising agencies
HAOXI HEALTH TECHNOLOGY LIMITED, a Cayman Islands exempted company incorporated under the laws of the Cayman Islands with its registered office at Suite 102, Cannon Place, P.O. Box 712, North Sound Rd., George Town, Grand Cayman, KY1-9006, Cayman Islands (the Company); and
Toutiao Marketing Promotion Service ContractToutiao Marketing Promotion Service Contract • November 22nd, 2023 • Haoxi Health Technology LTD • Services-advertising agencies
Party A and Party B have reached the following agreement on Party A’s entrustment of Party B to carry out marketing services through friendly negotiation and in line with the principle of equality and mutual benefit, so that both parties can abide by it.
Ocean engine customer service phone number: 400-618-1518Ocean Engine Agent Data Promotion Business Cooperation Agreement • June 13th, 2024 • Haoxi Health Technology LTD • Services-advertising agencies
IN ACCORDANCE WITH ITEM 601 OF REGULATION S-K, CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE EXHIBIT BECAUSE IT IS BOTH (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [*] INDICATES THAT INFORMATION HAS BEEN REDACTED.
IN ACCORDANCE WITH ITEM 601 OF REGULATION S-K, CERTAIN IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE EXHIBIT BECAUSE IT IS BOTH (1) NOT MATERIAL AND (2) THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [*] INDICATES THAT INFORMATION...Small and Micro Fast Loan Contract • November 22nd, 2023 • Haoxi Health Technology LTD • Services-advertising agencies
The borrower (Party A, the borrowing enterprise and co-borrower hereunder are collectively referred to as “ Party A Party “or” Borrower ” means all / either party)
FORM OF PRE-FUNDED WARRANT] HAOXI HEALTH TECHNOLOGY LIMITED Pre-funded Warrant To Purchase Common SharesPre-Funded Warrant • July 15th, 2024 • Haoxi Health Technology LTD • Services-advertising agencies • New York
Haoxi Health Technology Limited, a Cayman Islands exempted company(the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [HOLDER], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, at any time or times on or after the date hereof until this Warrant is exercised in full ______________ (_____________)1 fully paid and nonassessable Common Shares, subject to adjustment as provided herein (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant to Purchase Common Shares (including any Warrants to Purchase Common Shares issued in exchange, transfer or replacement hereof, this “Warrant”), shall have the meanings set forth in Section 17. This Warrant is one of the Pre-funded Warrants issued pursuant to the Underwriting
CLASS A ORDINARY SHARES PURCHASE WARRANT Haoxi Health Technology limitedClass a Ordinary Shares Purchase Warrant • June 13th, 2024 • Haoxi Health Technology LTD • Services-advertising agencies
THIS CLASS A ORDINARY SHARES PURCHASE WARRANT (this “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on the [fifth anniversary] of the Initial Exercise Date, which such date is [●] (the “Termination Date”) but not thereafter, to subscribe for and purchase from Haoxi Health Technology Limited, a Cayman Islands exempted company (the “Company”), up to _____________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Class A Ordinary Shares (as defined below). The purchase price of one share of Class A Ordinary Shares under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Ocean engine marketing service contractOcean Engine Marketing Service Contract • November 22nd, 2023 • Haoxi Health Technology LTD • Services-advertising agencies
Through friendly negotiation and based on the principle of equality and mutual benefit, party A and Party B reach the following agreement concerning that Party A entrusts Party B to provide marketing services, which shall be followed by both parties.
Ocean Engine Marketing Service ContractMarketing Services Agreement • June 28th, 2023 • Haoxi Health Technology LTD • Services-advertising agencies
Party A and Party B have reached the following agreement on Party A’s entrustment of Party B to carry out marketing services through friendly negotiation and in line with the principle of equality and mutual benefit, so that both parties can abide by it.
Ocean Engine Marketing Service ContractOcean Engine Marketing Service Contract • June 28th, 2023 • Haoxi Health Technology LTD • Services-advertising agencies
Party A and Party B have reached the following agreement on Party A’s entrustment of Party B to carry out marketing services through friendly negotiation and in line with the principle of equality and mutual benefit, so that both parties can abide by it.
as representative (the Representative) of the underwriters named in Schedule A to the Reference: NMP/CLE/504385.00001 Underwriting Agreement (the Underwriters)Underwriting Agreement • June 13th, 2024 • Haoxi Health Technology LTD • Services-advertising agencies
We have been requested to provide you with an opinion on matters of Cayman Islands law in relation to the Company’s registration statement on Form F-1, including all amendments or supplements thereto, filed with the United States Securities Exchange Commission under the United States Securities Act of 1933 (the Act), as amended (including its exhibits, the Registration Statement) related to the offering and sale (the Offering) of (i) 1,597,444 units (the Firm Units) with each Firm Unit consisting of one class A ordinary share of a par value of US$0.0001 each of the Company (the Class A Ordinary Share) and one warrant (the Warrant) to purchase one Class A Ordinary Share (the Warrant Share), and (ii) up to an additional 15% of the total number of the Firm Units to be offered by the Company in the Offering (excluding the units subject to this option) issuable upon exercise of an option granted to the Underwriters by the Company pursuant to the Underwriting Agreement (as defined below) (th
HAOXI HEALTH TECHNOLOGY LIMITED UNDERWRITING AGREEMENTUnderwriting Agreement • September 23rd, 2024 • Haoxi Health Technology LTD • Services-advertising agencies • New York
Toutiao Marketing Promotion Service ContractMarketing Promotion Service Contract • September 19th, 2023 • Haoxi Health Technology LTD • Services-advertising agencies
Party A and Party B have reached the following agreement on Party A’s entrustment of Party B to carry out marketing services through friendly negotiation and in line with the principle of equality and mutual benefit, so that both parties can abide by it.
WARRANT EXCHANGE AGREEMENTWarrant Exchange Agreement • November 27th, 2024 • Haoxi Health Technology LTD • Services-advertising agencies • New York
This Warrant Exchange Agreement (this “Agreement”) between Haoxi Health Technology Limited (the “Company”) and the undersigned hereto (each, a “Holder”, collectively, the “Holders”; together with the Company, the “Parties” and, each, a “Party”) is dated November 27, 2024. Capitalized terms that are not defined herein shall have the meanings as set forth in the Existing Warrants (as defined below).
Framework Contract for Cooperation on Information Placement on Media PlatformsFramework Contract for Cooperation on Information Placement on Media Platforms • May 3rd, 2024 • Haoxi Health Technology LTD • Services-advertising agencies
This contract is made and entered into on 28th day of April, 2024, by and between the parties hereto, at Chaoyang District, Beijing, China.
