Full Press Release Details
INDEX TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
| CONTENTS | PAGE(S) |
| Unaudited Condensed Consolidated Balance Sheets as of March 31, 2025 and September 30, 2024 | F-2 |
| Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Six Months Ended March 31, 2025, 2024 and 2023 | F-3 |
| Unaudited Condensed Consolidated Statements of Changes in Shareholders' Equity for the Six Months Ended March 31, 2025, 2024 and 2023 | F-4 |
| Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended March 31, 2025, 2024 and 2023 | F-5 |
| Notes to Audited Condensed Consolidated Financial Statements | F-6 |
BGM Group Ltd and ITS SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets
(Expressed in U.S. Dollars, except for the number of shares)
| As of March 31 | As of September 30 | |||||
| 2025(Unaudited) | 2024(Audited) | |||||
| ASSETS | ||||||
| CURRENT ASSETS: | ||||||
| Cash and cash equivalent | $ | 9,651,606 | $ | 9,817,254 | ||
| Restricted Cash | 113 | - | ||||
| Accounts receivable, net | 5,522,883 | 1,543,160 | ||||
| Bank acceptance notes receivable | 2,262,189 | 3,337,137 | ||||
| Inventories, net | 8,848,748 | 5,049,688 | ||||
| Prepayment to suppliers, net | 2,718,998 | 803,924 | ||||
| Investment in trading securities | 4,890,180 | 8,323,587 | ||||
| Other current assets | 9,047,830 | 894,460 | ||||
| TOTAL CURRENT ASSETS | 42,942,547 | 29,769,210 | ||||
| Restricted Cash | 1,044,830 | - | ||||
| Property, plant and equipment, net | 10,629,337 | 8,610,279 | ||||
| Construction in progress | 3,876,466 | 5,640,063 | ||||
| Intangible assets, net | 4,585,984 | 4,539,347 | ||||
| Goodwill | 135,244,924 | - | ||||
| Long term investment | 3,153,706 | 3,359,786 | ||||
| Operating lease right of use assets | 179,785 | - | ||||
| Deferred tax assets | 5,045,298 | 424,474 | ||||
| Prepayments for property and equipment | 644,854 | 660,569 | ||||
| Other long term assets | 45,718 | - | ||||
| TOTAL ASSETS | 207,393,449 | 53,003,728 | ||||
| CURRENT LIABILITIES: | ||||||
| Bank loans | 1,602,073 | - | ||||
| Insurance premium payables | 1,206,962 | - | ||||
| Accounts payable | 8,426,402 | 4,125,597 | ||||
| Contract liabilities | 3,471,007 | 489,784 | ||||
| Deferred government grants-current | 120,113 | 78,718 | ||||
| Taxes payable | 475,498 | 315,328 | ||||
| Operating lease liability | 101,814 | - | ||||
| Due to related party | 694,015 | 2,851,526 | ||||
| Accrued expenses and other payables | 7,487,950 | 915,032 | ||||
| TOTAL CURRENT LIABILITIES | 23,585,834 | 8,775,985 | ||||
| LONG TERM LIABILITIES | ||||||
| Operating lease liability | 78,759 | - | ||||
| Deferred government grants - noncurrent | 237,869 | 134,394 | ||||
| TOTAL LIABILITIES | 23,902,462 | 8,910,379 | ||||
| Commitments and contingencies | ||||||
| SHAREHOLDERS' EQUITY: | ||||||
| Ordinary Shares, $ 0.00833335 par value, 5,030,000,000 and 100,000,000 shares authorized, an aggregate of 98,294,641 and 7,226,480 ordinary shares, consisting of 78,294,641 and 7,226,480 Class A ordinary shares, par value US$ 0.00833335 per share, and 20,000,000 Class B ordinary shares, par value US$ 0.00833335 per share, as of March 31, 2025 and September 30, 2024 respectively* | 818,486 | 59,583 | ||||
| Additional paid-in capital | 176,643,350 | 36,410,931 | ||||
| Statutory Reserve | 3,266,081 | 3,266,081 | ||||
| Retained earnings | 3,488,157 | 4,349,377 | ||||
| Accumulated other comprehensive loss | ( 2,093,282 ) | ( 1,342,128 ) | ||||
| Total shareholders' equity attributable to BGM Group Ltd | 182,122,792 | 42,743,844 | ||||
| Noncontrolling interests | 1,368,195 | 1,349,505 | ||||
| TOTAL SHAREHOLDERS' EQUITY | 183,490,987 | 44,093,349 | ||||
| TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | 207,393,449 | 53,003,728 |
*The shares and per share data are presented on a retroactive basis to reflect the Company's Share Consolidation.
The accompanying notes are an integral part of these consolidated financial statements.
BGM Group Ltd and ITS SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)
(Expressed in U.S. Dollars, except for the number of shares)
| For the six months ended March 31 | ||||||||||
| 2025 | 2024 | 2023 | ||||||||
| NET REVENUE | $ | 14,311,414 | $ | 12,562,599 | $ | 29,163,616 | ||||
| COST OF REVENUE | 11,799,981 | 11,148,577 | 26,868,870 | |||||||
| GROSS PROFIT | 2,511,433 | 1,414,022 | 2,294,746 | |||||||
| SELLING, GENERAL AND ADMINISTRATIVE, RESEARCH AND DEVELOPMENT EXPENSES | 4,749,740 | 2,093,110 | 2,084,115 | |||||||
| INCOME (LOSS) FROM OPERATIONS | ( 2,238,307 ) | ( 679,088 ) | 210,631 | |||||||
| Interest income, net | 18,811 | 57,782 | 32,701 | |||||||
| Investment income (loss) | ( 3,433,407 ) | 966,711 | 217,593 | |||||||
| Share of results of associates | ( 126,333 ) | - | - | |||||||
| Grant income | 95,278 | 39,975 | 96,259 | |||||||
| Other income (expenses) | 561,478 | ( 44,664 ) | 130,450 | |||||||
| Total Other income (expense) | ( 2,884,173 ) | 1,019,804 | 477,003 | |||||||
| INCOME (LOSS) BEFORE INCOME TAXES (BENEFIT)/ EXPENSE | ( 5,122,480 ) | 340,716 | 687,634 | |||||||
| INCOME TAXES (BENEFIT)/EXPENSE | ( 4,296,785 ) | 11,936 | 248,254 | |||||||
| NET INCOME (LOSS) | ( 825,695 ) | 328,780 | 439,380 | |||||||
| Less: net income (loss) attributable to non-controlling interest | 35,525 | ( 85,688 ) | ( 56,141 ) | |||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO BGM GROUP LTD | $ | ( 861,220 ) | $ | 414,468 | $ | 495,521 | ||||
| OTHER COMPREHENSIVE INCOME | ||||||||||
| Foreign currency translation adjustment | ( 767,989 ) | 240,793 | 1,148,573 | |||||||
| COMPREHENSIVE INCOME (LOSS) | ( 1,593,684 ) | 569,573 | 1,587,953 | |||||||
| Less: comprehensive income (loss) attributable to non - controlling interests | 18,690 | ( 70,153 ) | 6,741 | |||||||
| COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO BGM GROUP LTD | ( 1,612,374 ) | 639,726 | 1,581,212 | |||||||
| Earnings (loss) per common share - basic and diluted | $ | ( 0.03 ) | $ | 0.06 | * | $ | 0.07 | * | ||
| Weighted average shares - basic and diluted | 31,615,463 | 7,226,480 | * | 7,226,480 | * |
*The shares and per share data are presented on a retroactive basis to reflect the Company's Share Consolidation.
The accompanying notes are an integral part of these condensed consolidated financial statements.
BGM Group Ltd and ITS SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Changes in Equity
(Expressed in U.S. Dollars, except for the number of shares)
| Accumulated | |||||||||||||||||||||||||||||||
| Shareholders' | Other | Shareholders' | |||||||||||||||||||||||||||||
| Class A Ordinary Shares | Class B Ordinary Shares | Additional | Equity Attributable | Comprehensive | Equity Attributable | Non-controlling | Total | ||||||||||||||||||||||||
| Shares* | Amount | Shares | Amount | Paid-in Capital | Retained Earnings | to BGM Group Ltd | Income | to BGM Group Ltd | Interests | Shareholders' Equity | |||||||||||||||||||||
| Balance as of September 30, 2022 | 7,226,480 | $ | 59,583 | - | $ | - | $ | 36,410,931 | $ | 15,509,177 | $ | 3,118,542 | $ | ( 2,046,091 ) | $ | 53,052,142 | $ | 1,911,394 | $ | 54,963,536 | |||||||||||
| Net income (loss) for the period | - | - | - | - | - | 495,521 | - | - | 495,521 | ( 56,141 ) | 439,380 | ||||||||||||||||||||
| Acquisition of equity interest from unrelated third party shareholders | - | - | - | - | - | - | - | - | - | ( 28,669 ) | ( 28,669 ) | ||||||||||||||||||||
| Appropriation for statutory reserve | - | - | - | - | - | ( 130,774 ) | 130,774 | - | - | - | - | ||||||||||||||||||||
| Dividend | - | - | - | - | - | ( 1,787,517 ) | - | - | ( 1,787,517 ) | - | ( 1,787,517 ) | ||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | - | - | 1,085,690 | 1,085,690 | 62,883 | 1,148,573 | ||||||||||||||||||||
| Balance as of March 31, 2023 | 7,226,480 | $ | 59,583 | - | $ | - | $ | 36,410,931 | $ | 14,086,407 | $ | 3,249,316 | $ | ( 960,401 ) | $ | 52,845,836 | $ | 1,889,467 | $ | 54,735,303 | |||||||||||
| Balance as of September 30, 2023 | 7,226,480 | $ | 59,583 | - | $ | - | $ | 36,410,931 | $ | 5,896,373 | $ | 3,162,333 | $ | ( 2,737,087 ) | $ | 42,792,133 | $ | 1,559,268 | $ | 44,351,401 | |||||||||||
| Net income (loss) for the period | - | - | - | - | - | 414,468 | - | - | 414,468 | ( 85,688 ) | 328,780 | ||||||||||||||||||||
| Appropriation for statutory reserve | - | - | - | - | - | ( 49,975 ) | 49,975 | - | - | - | - | ||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | - | - | 225,258 | 225,258 | 15,535 | 240,793 | ||||||||||||||||||||
| Balance as of March 31, 2024 | 7,226,480 | $ | 59,583 | - | $ | - | $ | 36,410,931 | $ | 6,260,866 | $ | 3,212,308 | $ | ( 2,511,829 ) | $ | 43,431,859 | $ | 1,489,115 | $ | 44,920,974 | |||||||||||
| Balance as of September 30, 2024 | 7,226,480 | $ | 59,583 | - | $ | - | $ | 36,410,931 | $ | 4,349,377 | $ | 3,266,081 | $ | ( 1,342,128 ) | $ | 42,743,844 | $ | 1,349,505 | $ | 44,093,349 | |||||||||||
| Issuance of common shares | 71,068,161 | 592,236 | 20,000,000 | 166,667 | 140,232,419 | - | - | - | 140,991,322 | - | 140,991,322 | ||||||||||||||||||||
| Net income (loss) for the period | - | - | - | - | - | ( 861,220 ) | - | - | ( 861,220 ) | 35,525 | ( 825,695 ) | ||||||||||||||||||||
| Foreign currency translation adjustment | - | - | - | - | - | - | - | ( 751,154 ) | ( 751,154 ) | ( 16,835 ) | ( 767,989 ) | ||||||||||||||||||||
| Balance as of March 31, 2025 | 78,294,641 | $ | 651,819 | 20,000,000 | $ | 166,667 | $ | 176,643,350 | $ | 3,488,157 | $ | 3,266,081 | $ | ( 2,093,282 ) | $ | 182,122,792 | $ | 1,368,195 | $ | 183,490,987 |
*The shares and per share data are presented on a retroactive basis to reflect the Company's Share Consolidation.
The accompanying notes are an integral part of these condensed consolidated financial statements.
BGM Group Ltd and ITS SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Cash flows
(Expressed in U.S. Dollars, except for the number of shares)
| For the six months ended March 31 | |||||||||
| 2025 | 2024 | 2023 | |||||||
| Cash flows from operating activities: | |||||||||
| Net income(loss) | $ | ( 825,695 ) | 328,780 | 439,380 | |||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||||||||
| Non-cash operating lease expenses | ( 180,064 ) | 12,281 | 13,937 | ||||||
| Depreciation and amortization | 442,090 | 554,772 | 571,441 | ||||||
| Provision of credit loss | 516,130 | 62,422 | 1,281 | ||||||
| Provision for inventory(reversal) | ( 53,200 ) | ( 785,426 ) | 397,039 | ||||||
| Deferred tax expense | ( 4,638,121 ) | ( 600 ) | 135,274 | ||||||
| Unrealized gain from investment in securities | - | ( 1,066,927 ) | ( 245,800 ) | ||||||
| Investment income | 3,433,407 | 100,216 | 28,207 | ||||||
| Share of results of associates | 126,333 | - | - | ||||||
| Changes in operating assets and liabilities: | |||||||||
| Accounts receivable | ( 4,538,813 ) | 1,220,376 | ( 728,868 ) | ||||||
| Bank acceptance notes receivable | 997,090 | 2,304,899 | ( 1,096,994 ) | ||||||
| Inventories | ( 3,872,105 ) | 1,179,076 | ( 2,069,096 ) | ||||||
| Prepayment to suppliers | ( 1,937,209 ) | 446,983 | 305,403 | ||||||
| Other current assets | ( 8,196,189 ) | ( 229,212 ) | 1,450,828 | ||||||
| Accounts payable | 4,405,806 | ( 960,861 ) | ( 1,069,672 ) | ||||||
| Insurance premium payables | 1,208,837 | - | - | ||||||
| Contract liabilities | 2,997,528 | ( 648,484 ) | 1,877,996 | ||||||
| Deferred government grants | 150,174 | ( 39,975 ) | ( 96,259 ) | ||||||
| Tax payables | 167,934 | 97,043 | 22,210 | ||||||
| Accrued expenses and other payables | 6,604,911 | ( 16,298 ) | 7,009 | ||||||
| Other non-current assets | ( 45,789 ) | - | - | ||||||
| Lease liabilities | 180,853 | 1,610 | ( 26,331 ) | ||||||
| Net cash provided by (used in) operating activities | ( 3,056,092 ) | 2,560,675 | ( 83,015 ) | ||||||
| Cash flows from investing activities: | |||||||||
| Purchase of property, plant and equipment | ( 1,018,131 ) | ( 786,547 ) | ( 716,251 ) | ||||||
| Purchase of intangible assets | ( 148,426 ) | - | ( 1,885,870 ) | ||||||
| Cash received from disposal of long term investment | - | 1,458,424 | - | ||||||
| Dividend received | - | 55,566 | - | ||||||
| Payments on long term investment | ( 2,092,908 ) | - | - | ||||||
| Purchase of non controlling interest | - | - | ( 28,669 ) | ||||||
| Net cash provided by (used in) investing activities | ( 3,259,465 ) | 727,443 | ( 2,630,790 ) | ||||||
| Cash flows from financing activities: | |||||||||
| Proceeds from bank loans | 1,046,454 | - | - | ||||||
| Repayment of bank loans | 558,109 | ( 486,208 ) | ( 143,347 ) | ||||||
| Proceeds from (Repayment of) bank notes payable | - | - | ( 972,291 ) | ||||||
| Net proceeds from issuance cost | 5,758,009 | - | - | ||||||
| Dividend paid | - | - | ( 1,787,517 ) | ||||||
| Net cash provided by (used in) financing activities | 7,362,572 | ( 486,208 ) | ( 2,903,155 ) | ||||||
| Effect of exchange rate change on Cash, cash equivalents and restricted cash | ( 167,720 ) | 67,175 | 352,153 | ||||||
| Net increase (decrease) in Cash, cash equivalents and restricted cash | 879,295 | 2,869,085 | ( 5,264,807 ) | ||||||
| Cash, cash equivalents and restricted cash at beginning of period | 9,817,254 | 7,476,247 | 14,979,013 | ||||||
| Cash, cash equivalents and restricted cash at end of period | $ | 10,696,549 | 10,345,332 | 9,714,206 | |||||
| Supplemental cash flow information | |||||||||
| Cash paid for interest | $ | 6,281 | $ | - | $ | - | |||
| Cash paid for income taxes | $ | 39,375 | $ | - | $ | 26,990 | |||
| Supplemental non-cash information | |||||||||
| Goodwill arising from the acquisition of the company by issuing shares 69,995,661 Class A ordinary shares per share of US $ 2.0 | $ | 135,244,924 | $ | - | $ | - | |||
| Lease liabilities arising from obtaining right-of-use assets | $ | 205,468 | $ | - | $ | - |
The accompanying notes are an integral part of these condensed consolidated financial statements.
BGM GROUP LTD AND ITS SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS
Qilian International Holding Group Limited ("Qilian International", or "the Company") is a Cayman Islands exempted company incorporated on February 7, 2019 as a holding company to develop business opportunities in the People's Republic of China ("PRC" or "China").
On October 18, 2024, shareholders approved the change of our company name to BGM Group Ltd at an extraordinary meeting of shareholders. Effective on October 30, 2024, the Company changed our name to "BGM Group Ltd."
BGM Group Ltd has a strategic focus on the technology fields of AI application, intelligent robots, algorithmic computing power, cloud computing, and biopharmaceuticals.
On November 27, 2024, BGM Group Ltd (the "Company"), entered into a transaction agreement (the "Transaction Agreement") with CISG Holdings Ltd, a company incorporated under the laws of the British Virgin Islands and wholly owned by AIX Inc. (NASDAQ: AIFU) (the "Seller"), Patriton Limited, a company incorporated under the laws of British Virgin Islands (the "Target Company"), GM Management Company Limited, a company incorporated under the laws of Hong Kong, DuXiaoBao Intelligent Technology (Shenzhen) Co., Ltd., RONS Intelligent Technology (Beijing) Co., Ltd. ("RONS Intelligent"), Shenzhen Xinbao Investment Management Co., Ltd. ("Shenzhen Xinbao"), Fanhua RONS Insurance Sales & Service Co., Ltd. ("RONS Sales") and Shenzhen Baowang E-commerce Co., Ltd. ("Shenzhen Baowang"), all of which are companies with limited liability incorporated under the laws of the People's Rublic of China.
Pursuant to the Transaction Agreement, BGM Group Ltd agreed to purchase from the Seller, 100% of the equity interest of the Target Company, for a consideration of 69,995,661 Class A ordinary shares with a par value of US$0.00833335 per share of the Company (the "Consideration Shares"), at a purchase price of US$2.0 per share of the Consideration Shares. Under the Transaction Agreement, the Seller undertook to conduct a series of restructuring and reorganization arrangements (the "Reorganization") and upon the completion of such Reorganization and immediately prior to the closing, each of RONS Intelligent, Shenzhen Xinbao, RONS Sales and Shenzhen Baowang will become a wholly owned subsidiary of the Target Company.
The issuance of 69,995,661 Class A ordinary shares was completed on December 27, 2024 and the transaction has been completed.
The following summarizes the identified assets acquired and liabilities assumed pursuant to the THE Company of AI Solutions and Insurance Business acquisition as of December 27, 2024:
| Items | Amount | ||
| Assets | |||
| Cash and cash equivalent | $ | 2,146,491 | |
| Accounts receivable, net | 4,603,565 | ||
| Other current assets | 10,380,773 | ||
| Property and equipment, net | 157,626 | ||
| Operating lease right of use assets | 181,922 | ||
| Deferred tax assets | 174,138 | ||
| Liabilities | |||
| Insurance premium payables | 979,989 | ||
| Accounts payable | 4,039,426 | ||
| Taxes payable | 34,243 | ||
| Operating lease liabilities, current | 181,922 | ||
| Accrued expenses and other payables | 7,662,537 | ||
| Total net assets | $ | 4,746,398 |
In the field of biopharmaceuticals, the group's biopharmaceutical division mainly produces oxytetracycline API, crude heparin sodium, and licorice preparations, which are widely supplied to the global animal husbandry, pharmaceutical, and drug retail markets. The group deeply integrates AI-assisted decision-making into every link of production and manufacturing, achieving supply chain optimization, process efficiency improvement, and market trend prediction. This provides scientific decision-making basis for the management and offers high-quality products and precise services for consumers.
Qilian International (Hong Kong) Holdings Ltd ("Qilian HK") is a wholly-owned subsidiary of Qilian International formed in accordance with the laws and regulations of Hong Kong on January 30, 2019.
Qilian International is a holding company whose only asset is 100% of the equity interest in Qilian HK. Qilian HK is a holding company whose only asset is 100% of the equity interest in Qilian International Trading (Chengdu) Co., Ltd. ("Qilian Chengdu") and Qilian Shan International Trade (Hainan) Co., Ltd. ("Hainan Trading"), and 51% ownership in Zhongqiao Youguan E-Commerce service Co., Ltd. ("Zhongqiao"), collectively the "WFOE"), which are wholly foreign-owned entities organized under the laws of the PRC. Qilian International and Qilian HK do not have any substantive operations of their own but conduct their primary business operations through Qilian Chengdu and Hainan Trading's variable interest entity, Gansu Qilianshan Pharmaceutical Co., Ltd ("Gansu QLS", or the "VIE").
BGM (Hubei) Health Biological industry Co, LTD is a wholly-owned subsidiary of Qilian HK formed on September 12, 2024. BGM Brand Operation Management (Hubei) Co., Ltd. was founded on December 2, 2024, and is a wholly-owned subsidiary of BGM (Hubei) Health Biological Industry Co., Ltd.
Gansu QLS was established in August 2006 under the laws of the PRC with initial capital of approximately $0.27 million. After several registered capital increases and capital contributions, the registered and paid capital of Gansu QLS was approximately $12 million as of September 30, 2024 and 2023. Over the years, Gansu QLS has established seven subsidiaries:
| Ownership as of | Ownership as of | ||||
| September 30, | September 30, | ||||
| 2024 | 2024 | ||||
| Moshangfa (Gansu) Fertilizer Industry Co., Ltd (formerly Jiuquan Qiming Biotechnology Co., Ltd, "Moshangfa") | 100 | % | 100 | % | |
| Chengdu Qilianshan Biotechnology Co., Ltd ("Chengdu QLS") | 79.71 | % | 79.51 | % | |
| Jiuquan Ahan Biotechnology Co., Ltd. ("Ahan") | 100 | % | 100 | % | |
| Tibet Samen Trading Co., Ltd ("Samen") (1) | - | % | - | % | |
| Tibet Cangmen Trading Co., Ltd ("Cangmen") | 100 | % | 100 | % | |
| Rugao Tianlu Animal Products Co., Ltd ("Rugao") | 79.71 | % | 79.51 | % | |
| Chongqing Shengfu Biological Technology Co., Ltd ("Chongqing") | 79.71 | % | 79.51 | % |
On May 20, 2019, Qilian International, through its WFOE, Qilian Chengdu, entered into a series of agreements with Gansu QLS and its shareholders, including an Exclusive Services Agreement, Call Option Agreement, Shareholders' Voting Rights Proxy and Equity Pledge Agreement, Powers of Attorney, and the Spousal Consents (collectively "VIE agreements"). These contractual arrangements oblige Qilian Chengdu to absorb a majority of the risk of loss from Gansu QLS's activities and entitle Qilian Chengdu to receive a majority of their residual returns. In essence, Qilian Chengdu has gained certain level of control over Gansu QLS. In addition, 99.214% of Gansu QLS's shareholders have pledged their equity interest in Gansu QLS to Qilian Chengdu on September 30, 2022 and 2021, irrevocably granted Qilian Chengdu an exclusive option to purchase, to the extent permitted under PRC law, all or part of the equity interests in Gansu QLS, and agreed to entrust all the rights to exercise their voting power to the person(s) appointed by Qilian Chengdu. Through these contractual arrangements, Qilian Chengdu holds 99.214% of the variable interests of Gansu QLS on September 30, 2022 and 2021.
To optimize its corporate structure, Chengdu Trading and Gansu QLS executed certain exclusive service termination agreement (the "Service Termination Agreement") to terminate certain contractual service arrangements between Chengdu Trade and Gansu QLS. As a result of the aforementioned termination, Chengdu Trade will no longer have contractual control over, nor receive the economic benefits of Gansu QLS. In connection with such termination, Qilian Shan International Trade (Hainan) Co., Ltd ("Hainan Trading"), a wholly-owned subsidiary of Qilian International (Hong Kong) Holdings Limited, entered into a certain exclusive service agreement with Gansu QLS, through which Hainan Trade obtained contractual control over Gansu QLS. The terms of these agreement are identical to the VIE agreement. The Service Termination Agreement and the new service agreement with Hainan Trading became effective on December 1, 2022.
Based on these contractual arrangements, Gansu QLS is considered as a VIE of Qilian Chengdu and Hainan Trading under Financial Accounting Standards Board ("FASB") Accounting Standards Codification Topic 810 ("ASC 810"), "Consolidation of Variable Interest Entities, an Interpretation of ARB No.51", because the equity investors in Gansu QLS do not have the characteristics of a controlling financial interest. In addition, Qilian Chengdu and Hainan Trading are the primary beneficiary of Gansu QLS, and, as such, Gansu QLS's books and records are consolidated into those of WFOE. Risks in relation to the VIE structure are discussed under "Risks and Uncertainties" below.
As the above entities were under common control before and after the consummation of the VIE agreements, the restructuring was accounted for as a reorganization of entities under common control and the consolidation of Qilian International and its subsidiaries, the VIE 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 accompanying consolidated financial statements.
Qilian International, its subsidiaries, the VIE and VIE's subsidiaries are principally engaged in the development, manufacture, marketing, and sale of licorice products, oxytetracycline products, traditional Chinese medicine derivatives ("TCMD") product, heparin product, sausage casings, and fertilizers.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The Company, its subsidiaries, the VIE and VIE's subsidiaries condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The condensed consolidated financial statements include the financial statements of Qilian International, and its subsidiaries, the VIE and VIE's subsidiaries. All material intercompany accounts and transactions have been eliminated in consolidation. See Risks and Uncertainties disclosure for VIE structures in China. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). The interim financial statements should be read in conjunction with the audited consolidated financial statements, including the notes thereto, included in our 2024 Annual Report on Form 20-F. These interim results are not necessarily indicative of results for the full year.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions. Such estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company, its subsidiaries, the VIE and VIE's subsidiaries' accounting estimates included, but are not limited to: allowance for estimated uncollectible receivables, inventory valuations, impairment of long-lived assets, useful lives of property and equipment and intangible assets, fair value of investment in trading securities, impairment of intangible assets, realization of deferred tax assets and uncertain tax position, and income taxes. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all highly liquid investment instruments with an original maturity of three months or less from the date of purchase to be cash equivalents. The cash and cash equivalent don't have withdrawal restrictions.
Restricted cash balance includes guarantee deposit required by the National Financial Regulatory Administration which replaces the China Banking and Insurance Regulatory Commission as the regulatory body since May 2023 in order to protect insurance premium appropriation by insurance agency which is restricted as to withdrawal for other than current operations. The balance was $1,044,943 as of March 31, 2025.
Accounts Receivable, net
Accounts receivable are recognized and carried at original invoiced amount less an estimated allowance for uncollectible accounts. The WFOE, the VIE and VIE's subsidiaries usually grant credit to customers with good credit standing with a maximum of 90 days and determines the adequacy of reserves for doubtful accounts based on individual account analysis and historical collection trends. The Company evaluates the creditworthiness of its customers. Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable.
Bank acceptance notes receivable
Bank acceptance notes receivable generally due within six months and with specific payment terms and definitive due dates, are comprised of the notes issued by some customers to pay certain outstanding receivable balances to the Company. Bank acceptance notes do not bear interest. From time to time, the Company endorse bank notes receivable to its suppliers as the payment of material purchase. The bank notes receivable is considered sold and derecognized from balance sheets when they are transferred beyond the reach of the Company and its creditors, the purchaser has the right to pledge or exchange the note receivables, and the Company has surrendered control over the transferred note receivable. If the Company does not surrender control, the cash received from the purchaser is account for as a secured borrowing.
As of March 31, 2025 and September 30, 2024, bank acceptance notes receivable from customers were $2,262,189 and $3,337,137, respectively. There was $2,073,990 bank acceptance notes receivable endorsed by the companies to make payments that were unmatured as of March 31, 2025 and derecognized from balance sheet.
Inventories are stated at the lower of cost or net realizable value. Costs include the cost of raw materials, freight, direct labor and related production overhead. The cost of inventories is calculated using the weighted average method. Any excess of the cost over the net realizable value of each item of inventories is recognized as a provision for diminution in the value of inventories. Net realizable value is the estimated selling price in the normal course of business less any costs to complete and sell products. Allowances for obsolescence are also assessed based on expiration dates, as applicable, taking into consideration historical and expected future product sales.
Property, Plant and Equipment
Property and equipment are stated at cost less accumulated depreciation and impairment charge. The straight-line depreciation method is used to compute depreciation over the estimated useful lives of the assets, as follows:
| Items | Useful life | |
| Property and buildings | 20 - 40 years | |
| Leasehold improvement | Lesser of useful life and lease term | |
| Machinery and equipment | 3 - 10 years | |
| Automobiles | 3 - 5 years | |
| Office and electric equipment | 3 - 5 years |
Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the statements of operations in other income and expenses.
Construction in Progress
Construction in progress is comprised of costs related to the capital projects that are not completed and is not depreciated until such time as the subject asset is ready for its intended use. Construction in progress as of March 31, 2025 and September 30, 2024 represents costs of construction incurred for Chongqing's new manufacturing facilities for heparin products.
Intangible assets consist primarily of land use rights, software and license for drug manufacturing (See Note 7). Under the PRC law, all land in the PRC is owned by the government and cannot be sold to an individual or company. The government grants individuals and companies the right to use parcels of land for specified periods of time. Land use rights are stated at cost less accumulated amortization. Intangible assets are amortized using the straight-line method with the following estimated useful lives:
| Items | Useful life | |
| Land use rights | 50 years | |
| Software | 10 years | |
| License for drug manufacturing | 10 years |
On October 1, 2019 the Company adopted Accounting Standards Update ("ASU") 2016-02. For all leases that were entered into prior to the effective date of ASC 842, we elected to apply the package of practical expedients. Based on this guidance we will not reassess the following: (1) whether any expired or existing contracts are or contain leases; (2) the lease classification for any expired or existing leases; and (3) initial direct costs for any existing leases. The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use ("ROU") assets, current portion of obligations under operating leases, and obligations under operating leases, non-current on the Company's consolidated balance sheets. Finance leases are included in property, plant and equipment, net, current portion of obligations under finance leases, and obligations under finance leases, non-current on our consolidated balance sheets.
Operating lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date, adjusted by the deferred rent liabilities at the adoption date. 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 commencement date in determining the present value of future payments. The operating lease ROU asset also includes any lease payments made. The Company's terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense is recognized on a straight-line basis over the lease term.
We have made an accounting policy election to not include leases with an initial term of 12 months or less on the balance sheets and the short term lease expense recognized for the years presented are immaterial.
The right-of-use of asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and less any lease incentive received.
Lease liabilities are recognized based on the present value of the lease payments not yet paid, discounted using the average borrowing rate of the Company's outstanding loans.
Lease term includes rent holidays and options to extend or terminate the lease when the Company is reasonably certain that the Company will exercise that option. The lease assets for operating leases consist of the amount of the measurement of the lease liabilities and any prepaid lease payments. Operating lease expense is recognized on a straight-line basis over the lease term by adding interest expense determined using the effective interest method to the amortization of the right-of-use assets. Interest expense is determined using the effective interest method. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants.
The Company reviews the impairment of its right-of-use 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 lease liabilities in any tested asset group and include the associated operating lease payments in the undiscounted future pre-tax cash flows.
Investment in Trading Securities
The Company entered into an investment with a iFactors SPC related to shares participating in the Golden Bridge Global Income Opportunities SP (the Fund), an exempted segregated Portfolio Company incorporated in the Cayman Islands and managed by Golden Bridge Capital Management Limited. The Fund primarily invests in bonds offered by private entities (debt securities), globally and also invests in convertible debt securities, publicly traded debt and stock, and governmental fixed income securities. The redemption of such shares for cash can be made with ninety days advance written notice (such written notice period can be extended by the investment manager), except during the lock up period which is initially 24 months and then extended to 36 months, from the initial investment date.
The Company determines the appropriate classification of its investments in debt and equity securities at the time of purchase and reevaluates such determinations at each balance sheet date. Debt securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are recorded as either short term or long term on the Balance Sheet, based on contractual maturity date and are stated at amortized cost. Investment securities that are bought and held principally for the purpose of selling them in the near term are classified as trading securities and are reported at fair value. Investment securities not classified as trading securities or as held-to-maturity securities shall be classified as available-for-sale securities.
As of March 31, 2025 and September 30, 2024, the investment consisted of 20,000 units of the Fund. Such securities have been classified as trading securities. The private equity fund is measured at fair value with gains and losses recognized in earnings. For the years ended September 30, 2022 and 2021, as a practical expedient, the Company uses Net Asset Value ("NAV") or its equivalent to measure the fair value of the Fund. NAV is primarily determined based on information provided by external fund administrators. As of September 30, 2023, the management had intention to redeem the investment and it is probable that the investment will be redeemed for an amount different from the NAV. Thus, the fair value of the investment was measured using discounted cash flow method. The fair value of the Fund was $13,943,019 as of September 30 2023.
As of September 20, 2024, the Company has redeemed $4,800,000 from the Fund Management, with the remaining redemption assets in the Fund amounting to $14,770,000.
The Company agrees to redeem the remaining balance of the agreed redemption assets in the form of securities. The Fund Management shall deliver 18,621,000 shares of Highest Performances Holdings (NASDAQ: HPH) to the Company. Based on the average stock price between September 16 and September 20 in 2024, which is $0.712 per share, the total transfer value amounts to $13,258,152. The fair value of the stock is $9,143,019. Due to the significant fluctuations in the stock price after September 30, 2024, the average stock price from October 1, 2024, to January 21, 2025, is selected as the fair value to adjust the carrying amount. As of March 31, 2025, the average stock price from October 1, 2024, to June 26, 2025, is selected as the fair value to adjust the carrying amount.
Goodwill represents the excess of the purchase consideration over the fair value of the identifiable tangible and intangible assets acquired and liabilities assumed from the acquired entity as a result of the Company's acquisitions of interests in its subsidiaries. The Company assesses goodwill for impairment in accordance with ASC 350-20 ("ASC 350-20"), "Intangibles-Goodwill and Other: Goodwill", which requires that goodwill to be tested for impairment at the reporting unit level at least annually and more frequently upon the occurrence of certain events, as defined by ASC 350-20.
Prior to the adoption of ASU 2017-04, "Simplifying the Test for Goodwill Impairment", on January 1, 2022, the Company has the option to first assess qualitative factors to determine whether it is necessary to perform the two-step test in accordance with ASC 350-20. If the Company believes, as a result of the qualitative assessment, that it is more-likely-than-not that the fair value of the reporting unit is less than its carrying amount, the two-step quantitative impairment test described above is required. Otherwise, no further testing is required. In the qualitative assessment, the Company considers primary factors such as industry and market considerations, overall financial performance of the reporting unit, and other specific information related to the operations. In performing the two-step quantitative impairment test, the first step compares the carrying amount of the reporting unit to the fair value of the reporting unit based on either quoted market prices of the ordinary shares or estimated fair value using a combination of the income approach and the market approach. If the fair value of the reporting unit exceeds the carrying value of the reporting unit, goodwill is not impaired and the Company is not required to perform further testing. If the carrying value of the reporting unit exceeds the fair value of the reporting unit, then the Company must perform the second step of the impairment test in order to determine the implied fair value of the reporting unit's goodwill. The fair value of the reporting unit is allocated to its assets and liabilities in a manner similar to a purchase price allocation in order to determine the implied fair value of the reporting unit goodwill. If the carrying amount of the goodwill is greater than its implied fair value, the excess is recognized as an impairment loss.
In January 2017, the FASB issued Accounting Standards Update No. 2017-04("ASU 2017-04"), "Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment." ASU 2017-04 eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit's carrying amount over its fair value.
On and after January 1, 2025, the Company performed qualitative and quantitative assessment in accordance with ASU 2017-04, there was no such goodwill impairment for the six months ended March 31, 2025.
Long-Term Investment
Investments in entity in which the Company, its subsidiaries, the VIE and VIE's subsidiaries can exercise significant influence but does not own a majority equity interest or control are accounted for using the equity method of accounting. Under the equity method, the Company, its subsidiaries, the VIE and VIE's subsidiaries initially record its investment at cost. The Company's share of investee earnings or losses is recorded in our Consolidated Statements of Operations within Other income (expense). The Company's interest in the net assets of the investees is included in the equity method investment on the consolidated balance sheets. The Company, its subsidiaries, the VIE and VIE's subsidiaries evaluate the equity method investments for impairment under ASC 323. An impairment loss on the equity method investments is recognized in earnings when the decline in value is determined to be other-than-temporary. The Company, its subsidiaries, the VIE and VIE's subsidiaries subsequently adjust the carrying amount of the investment to recognize their proportionate share of each equity investee's net income or loss into earnings after the date of investment, the adjustment of basis difference initially recognized and the other comprehensive income allocated to the Company from the investees.
Impairment of Long-lived Assets
The Company, its subsidiaries, the VIE and VIE's subsidiaries review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the estimated undiscounted cash flows from the use of the asset and its eventual disposition are below the asset's carrying value, then the asset is deemed to be impaired and written down to its fair value. There were no indicators of impairment of long-lived assets as of March 31, 2025 and September 30, 2024.
Borrowings comprise short-term loans and long-term loans. Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortized cost; any difference between the proceeds net of transaction costs and the redemption value is recognized in profit or loss over the period of the borrowings using the effective interest method.
Insurance premium payables
Insurance premium payables represent premium payments that have been received from insureds, but not yet remitted to the insurance carriers.
Transactions with Non-controlling Interests of Subsidiaries
The Company, its subsidiaries, the VIE and VIE's subsidiaries account for a change in ownership interests in its subsidiaries that does not result in a change of control of the subsidiary under the provisions of ASC 810-10-45-23, Consolidation - Other Presentation Matters, which prescribes the accounting for changes in ownership interest that do not result in a change in control of the subsidiary, as defined by GAAP, before and after the transaction. Under this guidance, changes in a controlling shareholder's ownership interest that do not result in a change of control, as defined by GAAP, in the subsidiary are accounted for as equity transactions. Accordingly, if the controlling shareholder retains control, no gain or loss is recognized in the statements of operations of the controlling shareholder. Similarly, the controlling shareholder will not record any additional acquisition adjustments to reflect its subsequent purchases of additional shares in the subsidiary if there is no change of control. Only a proportional and immediate transfer of carrying value between the controlling and the noncontrolling shareholders occurs based on the respective ownership percentages. For the year ended September 30, 2021, the VIE, Gansu QLS acquired 7.76% of equity interest in Chengdu QLS and its subsidiaries from its shareholders. The equity interest Gansu QLS has in Chengdu QLS increased from 71.75% as of September 30, 2020 to 79.51% as of September 30, 2021.
In the year ended September 30, 2023, the Company made 200,000 RMB (equivalent to $28,356) additional investment to acquire 0.2% ownership of Gansu QLS from third party shareholders and the Company's ownership in VIE increased to 79.71% as of March 31, 2025 and September 30, 2024.
Non-controlling Interests
Non-controlling interests are recognized to reflect the portion of their equity that is not attributable, directly or indirectly, to the Company as the controlling shareholder. For the Company's consolidated subsidiaries, VIE and VIE's subsidiaries, non-controlling interests represent a minority shareholder's 49% ownership interest in Zhongqiao, as well as 0.786% ownership interest in Gansu QLS, 20.29% ownership interest in Chengdu QLS and in subsidiaries including Rugao and Chongqing.
The following table summarizes the shareholders' equity for the non-controlling interest from each subsidiary that is not 100% owned by the Company: