{"url_path":"/sec/bgm/10-k/2026/item-19","section_key":"item-19","section_title":"Item 19 EXHIBITS**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-07-21","source_url":"https://www.sec.gov/Archives/edgar/data/1779578/0001104659-26-085247-index.html","accession_number":"0001104659-26-085247","cik":"0001779578","ticker":"BGM","issuer_name":"BGM Group Ltd.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1779578/0001104659-26-085247-index.html","primary_entity_key":"0001779578","primary_entity_name":"BGM Group Ltd."},"word_count":20486,"has_tables":true,"body_markdown":"**ITEM 19. EXHIBITS**\n\n​\n\n​\n\n​\n\n​\n\n**Exhibit********Number**\n\n**  ​ ​ ​**\n\n**Description**\n\n1.1\n\n​\n\n[Third Amended and Restated Memorandum and Articles of Association (incorporated herein by reference to Exhibit 1.1 on Form 6-K filed with the SEC on October 22, 2024)](https://www.sec.gov/Archives/edgar/data/1779578/000110465924110563/tm2426499d1_ex1-1.htm)\n\n​\n\n​\n\n​\n\n2.2\n\n​\n\n[Description of Securities (incorporated herein by reference to Exhibit 2.2 on Form 20-F filed with the SEC on April 19, 2023)](https://www.sec.gov/Archives/edgar/data/1779578/000141057823000745/tmb-20220930xex2d2.htm)\n\n​\n\n​\n\n​\n\n4.1\n\n​\n\n[Exclusive Service Termination Agreement between Gansu Qilianshan Pharmaceutical Co.,Ltd. and Qilian International Trading (Chengdu) Co., Ltd. dated December 1, 2022 (incorporated herein by reference to Exhibit 10.1 on Form 6-K filed with the SEC on December 7, 2022)](https://www.sec.gov/Archives/edgar/data/1779578/000110465922125222/tm2232074d1_ex10-1.htm)\n\n​\n\n​\n\n​\n\n4.2\n\n​\n\n[Exclusive Service Agreement between Gansu Qilianshan Pharmaceutical Co.,Ltd. and Qilian Shan International Trade (Hainan) Co., Ltd dated December 1, 2022 (incorporated herein by reference to Exhibit 10.2 on Form 6-K filed with the SEC on December 7, 2022)](https://www.sec.gov/Archives/edgar/data/1779578/000110465922125222/tm2232074d1_ex10-2.htm)\n\n​\n\n​\n\n​\n\n4.3\n\n​\n\n[Share Subscription Agreement dated November 1, 2024, made between BGM Group Ltd and Ahanzhai Development Co., Ltd (incorporated by reference to Exhibit 99.1 on Form 6-K filed with the SEC on November 27, 2024)](https://www.sec.gov/Archives/edgar/data/1779578/000110465924123312/tm2429492d1_ex99-1.htm)\n\n​\n\n​\n\n​\n\n4.4\n\n​\n\n[Share Subscription Agreement dated November 1, 2024, made between BGM Group Ltd and LX Management Company Limited (incorporated by reference to Exhibit 99.2 on Form 6-K filed with the SEC on November 27, 2024)](https://www.sec.gov/Archives/edgar/data/1779578/000110465924123312/tm2429492d1_ex99-2.htm)\n\n​\n\n​\n\n​\n\n4.5\n\n​\n\n[Transaction Agreement among BGM Group Ltd, CISG Holdings Ltd, Patriton Limited, GM Management Company Limited, DuXiaoBao Intelligent Technology (Shenzhen) Co., Ltd., RONS Intelligent Technology (Beijing) Co., Ltd., Shenzhen Xinbao Investment Management Co., Ltd., Fanhua RONS Insurance Sales & Service Co., Ltd. and Shenzhen Baowang E-commerce Co., Ltd. dated November 27, 2024 (incorporated herein by reference to Exhibit 99.1 on Form 6-K filed with the SEC on November 29, 2024)](https://www.sec.gov/Archives/edgar/data/1779578/000110465924123920/tm2429674d1_ex99-1.htm)\n\n​\n\n​\n\n​\n\n4.6\n\n​\n\n[Transaction Agreement dated as of March 18, 2025, entered by and made among BGM Group Ltd, Martline Limited, Cymatrix Limited, Innovo Limited, Techvovo Limited and YX Management Company Limited (incorporated herein by reference to Exhibit 99.2 on Form 6-K filed with the SEC on March 19, 2025)](https://www.sec.gov/Archives/edgar/data/1779578/000110465925025371/tm259762d1_ex99-2.htm)\n\n​\n\n​\n\n​\n\n4.7\n\n​\n\n[Transaction Agreement dated as of April 21, 2025, entered by and made among BGM Group Ltd, Success Myth Limited, Wonder Dragon Global Limited and Yang Lou Dong International Limited (incorporated herein by reference to Exhibit 99.2 on Form 6-K filed with the SEC on April 22, 2025)](https://www.sec.gov/Archives/edgar/data/1779578/000110465925037197/tm2512868d1_ex99-2.htm)\n\n​\n\n​\n\n​\n\n4.8\n\n​\n\n[Transaction Agreement dated as of May 2, 2025, entered by and made among BGM Group Ltd, HM Management Company Limited, Catch Group Limited, Expansion Group Limited, HM Consultant Management (Shenzhen) Co., Limited, Beijing Shuda Technology Co., Ltd. and New Media Star Technology (Shenzhen) Co., Ltd. (incorporated herein by reference to Exhibit 99.2 on Form 6-K filed with the SEC on May 6, 2025)](https://www.sec.gov/Archives/edgar/data/1779578/000110465925044861/tm2514158d1_ex99-2.htm)\n\n​\n\n​\n\n​\n\n4.9\n\n​\n\n[Acting in Concert Agreement dated as of July 5, 2025, entered by and made among Ms. Furong Cao, LX Management Company Limited, Mr. Zhanchang Xin and Ahanzhai Development Limited (incorporated by reference to Exhibit 99.1 on Form 6-K filed with the SEC on August 14, 2025)](https://www.sec.gov/Archives/edgar/data/1779578/000110465925078551/tm2523509d1_ex99-1.htm)\n\n158\n\n[Table of Contents](#TOC)\n\n​\n\n​\n\n​\n\n8.1*\n\n​\n\n[List of Significant Subsidiaries of the Registrant](bgm-20250930xex8d1.htm)\n\n​\n\n​\n\n​\n\n11.1\n\n​\n\n[Code of Business Conduct and Ethics of the Registrant (incorporated herein by reference to Exhibit 14.1 to our registration statement on Form F-1 (File No. 333-234460), as amended, initially filed with the SEC on November 4, 2019)](https://www.sec.gov/Archives/edgar/data/1779578/000110465919059119/tv531369_ex14-1.htm)\n\n​\n\n​\n\n​\n\n11.2\n\n​\n\n[Insider Trading Policy (incorporated by reference to Exhibit 11.2 on Form 20-F filed with the SEC on January 27, 2025)](https://www.sec.gov/Archives/edgar/data/1779578/000141057825000056/bgm-20240930xex11d2.htm)\n\n​\n\n​\n\n​\n\n12.1*\n\n​\n\n[Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002](bgm-20250930xex12d1.htm)\n\n​\n\n​\n\n​\n\n12.2*\n\n​\n\n[Certification by the Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002](bgm-20250930xex12d2.htm)\n\n​\n\n​\n\n​\n\n12.3*\n\n​\n\n[Certification by the Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002](bgm-20250930xex12d3.htm)\n\n​\n\n​\n\n​\n\n13.1**\n\n​\n\n[Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002](bgm-20250930xex13d1.htm)\n\n​\n\n​\n\n​\n\n13.2**\n\n​\n\n[Certification by the Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002](bgm-20250930xex13d2.htm)\n\n​\n\n​\n\n​\n\n13.3**\n\n​\n\n[Certification by the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002](bgm-20250930xex13d3.htm)\n\n​\n\n​\n\n​\n\n15.1*\n\n​\n\n[Consent of Gansu Quanyi Law Firm](bgm-20250930xex15d1.htm)\n\n​\n\n​\n\n​\n\n15.2*\n\n​\n\n[Consent of ZH CPA, LLC](bgm-20250930xex15d2.htm)\n\n​\n\n​\n\n​\n\n15.3*\n\n​\n\n[Consent of Enrome LLP](bgm-20250930xex15d3.htm)\n\n​\n\n​\n\n​\n\n97.1\n\n​\n\n[Clawback Policy (incorporated by reference to Exhibit 97.1 on Form 20-F filed with the SEC on January 27, 2025)](https://www.sec.gov/Archives/edgar/data/1779578/000141057825000056/bgm-20240930xex97d1.htm)\n\n​\n\n​\n\n​\n\n101.INS*\n\n​\n\nInline XBRL Instance Document-this instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document\n\n​\n\n​\n\n​\n\n101.SCH*\n\n​\n\nInline XBRL Taxonomy Extension Scheme Document\n\n​\n\n​\n\n​\n\n101.CAL*\n\n​\n\nInline XBRL Taxonomy Extension Calculation Linkbase Document\n\n​\n\n​\n\n​\n\n101.DEF*\n\n​\n\nInline XBRL Taxonomy Extension Definition Linkbase Document\n\n​\n\n​\n\n​\n\n101.LAB*\n\n​\n\nInline XBRL Taxonomy Extension Label Linkbase Document\n\n​\n\n​\n\n​\n\n101.PRE*\n\n​\n\nInline XBRL Taxonomy Extension Presentation Linkbase Document\n\n​\n\n​\n\n​\n\n104*\n\n​\n\nCover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)\n\n*\n\nFiled herewith.\n\n**\n\nFurnished herewith.\n\n​\n\n​\n\n159\n\n[Table of Contents](#TOC)\n\n**SIGNATURES**\n\n​\n\nThe registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**BGM Group Ltd**\n\n​\n\n​\n\n​\n\nBy:\n\n*/s/ Chen Xin*\n\n​\n\nName:\n\nChen Xin\n\n​\n\nTitle:\n\nCo-Chief Executive Officer\n\n(Principal Executive Officer)\n\n​\n\n​\n\n​\n\n​\n\nBy:\n\n*/s/ Huandi Zhao*\n\n​\n\nName:\n\nHuandi Zhao\n\n​\n\nTitle:\n\nCo-Chief Executive Officer\n\n(Principal Executive Officer)\n\nDate: July 21, 2026\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n160\n\n[Table of Contents](#TOC)\n\n​\n\n**BGM Group Ltd.**\n\n​\n\nINDEX TO CONSOLIDATED FINANCIAL STATEMENTS\n\n​\n\n​\n\nCONTENTS\n\n**P****ages**\n\n[REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM](#Enrome) (ENROME LLP PCAOB ID: 6907)\n\nF-2\n\n[REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM](#ZHCPA)(ZH CPA, LLC PCAOB ID: 6413)\n\nF-3\n\n[CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2025 AND 2024](#ConsolidatedBalanceSheets_738961)\n\nF-4\n\n[CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) FOR THE YEARS ENDED SEPTEMBER 30, 2025, 2024 AND 2023](#ConsolidatedStatementsofIncomeandCompreh)\n\nF-5\n\n[CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE YEARS ENDED SEPTEMBER 30, 2025, 2024 AND 2023](#ConsolidatedStatementsofChangesinEquity_)\n\nF-6\n\n[CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED SEPTEMBER 30, 2025, 2024 AND 2023](#ConsolidatedStatementsofCashflows_254472)\n\nF-7\n\n[NOTES TO CONSOLIDATED FINANCIAL STATEMENTS](#NOTESTOCONSOLIDATEDFINANCIALSTATEMENTS_4)\n\nF-8\n\n​\n\n​\n\n​\n\n​\n\n​\n\n[Table of Contents](#TOC)\n\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\n\n​\n\nTo the Board of Directors and Shareholders of BGM Group Ltd.\n\n**Opinion on the Financial Statements**\n\nWe have audited the accompanying consolidated balance sheets of BGM Group Ltd. and its subsidiaries (the “Company”) as of September 30, 2025 and 2024, the related consolidated statements of operations and comprehensive income (loss), changes in shareholders’ equity and its cash flows for the years ended September 30, 2025 and 2024, the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2025 and 2024, the results of its operations and its cash flows for the years ended September 30 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).\n\n**Basis for Opinion**\n\nThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\nWe conducted our audits in accordance with standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\nOur audits included performing procedures to assess the risks of material misstatements of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements presentation. We believe that our audits provide a reasonable basis for our opinion.\n\nEmphasis of Matters\n\nRestatement adjustments for changes in share consolidation\n\nThe consolidated financial statements of the Company as of September 30, 2023 was audited by other auditor. As described in Note 13 and Note2, the Company adjusted all shares and per share data periods presented for the shares consolidation. We audited the adjustments that were applied to restate the disclosure for share consolidation reflected in the September 30, 2023 consolidated financial statements to retrospectively apply the effects of the share consolidation that occurred subsequent to the year ended September 30, 2023. However, we were not engaged to audit, review, or apply any procedures to the September 30, 2023 consolidated financial statements of the Company other than with respect to such adjustments and, accordingly, we do not express an opinion or any other form of assurance on the September 30, 2023 consolidated financial statements taken as a whole.\n\n/s/ Enrome LLP\n\nWe have served as the Company’s auditor since 2024\n\nSingapore\n\nJuly 21, 2026\n\n​\n\nF-2\n\n[Table of Contents](#TOC)\n\nREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\n\n**To the Stockholders and Board of Directors of**\n\n**BGM Group Limited**\n\n**Opinion on the Financial Statements**\n\nWe have audited the accompanying consolidated statement of operations and comprehensive income (loss), changes in shareholders’ equity, and cash flows of BGM Group Limited (formerly known as Qilian International Holding Group Ltd.) and its affiliated entities (collectively, the “Company”) for the year ended September 30, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the results of its operations and its cash flows for the year ended September 30, 2023, in conformity with accounting principles generally accepted in the United States of America.\n\n**Basis for Opinion**\n\nThese consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.\n\nWe conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.\n\nOur audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.\n\n**Other Matter**\n\nAs discussed in Note 2 and Note 13 to the consolidated financial statements, subsequent to the date of our report, the Company had a share consolidation at a ratio of five-for-one, effective on June 21, 2024. The related number of shares authorized, shares issued and outstanding as of September 30, 2023 and earnings per share for the year ending September 30, 2023, presented on the Company’s consolidated financial statements that were incorporated in the Company’s Form 20-F for the fiscal year ended September 30, 2025 filed on July 21, 2026 with SEC were retroactively adjusted to reflect the share consolidation. These changes have not been audited by us and our report relating to the consolidated financial statements of the Company for the year ending September 30, 2023 will not be revised as a result.\n\n/s/ZH CPA, LLC\n\n​\n\n​\n\n​\n\nWe have served as the Company’s auditor from 2023 through June 6, 2024.\nDenver, Colorado\n\nFebruary 15, 2024\n\n​\n\n999 18th Street, Suite 3000, Denver, CO, 80202 USA Phone: 1.303.386.7224 Fax: 1.303.386.7101 Email: admin@zhcpa.us\n\n​\n\n​\n\nF-3\n\n[Table of Contents](#TOC)\n\n​\n\nBGM Group Ltd. and Subsidiaries\n\nConsolidated Balance Sheets\n\n**(Expressed in U.S. Dollars, except for the number of shares)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**As of September 30**\n\n​\n\n**As of September 30**\n\n​\n\n  ​ ​ ​\n\n**2025**\n\n  ​ ​ ​\n\n**2024**\n\n**ASSETS**\n\n \n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\n**CURRENT ASSETS:**\n\n \n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\nCash and cash equivalent\n\n​\n\n$\n\n9,819,570\n\n​\n\n$\n\n9,817,254\n\nRestricted Cash\n\n​\n\n​\n\n870\n\n​\n\n​\n\n—\n\nAccounts receivable, net\n\n​\n\n \n\n4,253,629\n\n​\n\n \n\n1,543,160\n\nBank acceptance notes receivable\n\n​\n\n​\n\n2,911,999\n\n​\n\n​\n\n3,337,137\n\nInventories, net\n\n​\n\n \n\n20,103,215\n\n​\n\n \n\n5,049,688\n\nPrepayment to suppliers, net\n\n​\n\n \n\n3,578,467\n\n​\n\n \n\n803,924\n\nInvestment in trading securities\n\n​\n\n​\n\n994,895\n\n​\n\n​\n\n8,323,587\n\nOther current assets\n\n​\n\n​\n\n9,883,888\n\n​\n\n​\n\n894,460\n\n**TOTAL CURRENT ASSETS**\n\n​\n\n \n\n51,546,533\n\n​\n\n \n\n29,769,210\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nProperty and equipment, net\n\n​\n\n​\n\n10,724,358\n\n​\n\n​\n\n8,610,279\n\nConstruction in progress\n\n​\n\n​\n\n4,031,448\n\n​\n\n​\n\n5,640,063\n\nIntangible assets, net\n\n​\n\n \n\n4,487,581\n\n​\n\n \n\n4,539,347\n\nGoodwill\n\n​\n\n​\n\n350,849,431\n\n​\n\n​\n\n—\n\nLong term investment\n\n​\n\n​\n\n11,495,293\n\n​\n\n​\n\n3,359,786\n\nOperating lease right of use assets\n\n​\n\n \n\n315,959\n\n​\n\n \n\n—\n\nDeferred tax assets\n\n​\n\n \n\n246,404\n\n​\n\n \n\n424,474\n\nPrepayments for property and equipment\n\n​\n\n \n\n—\n\n​\n\n \n\n660,569\n\nOther long term assets\n\n​\n\n​\n\n117,478\n\n​\n\n​\n\n—\n\n**TOTAL ASSETS**\n\n​\n\n​\n\n433,814,485\n\n​\n\n​\n\n53,003,728\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**CURRENT LIABILITIES:**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nBank loans\n\n​\n\n \n\n1,618,465\n\n​\n\n \n\n—\n\nInsurance premium payables\n\n​\n\n​\n\n1,328,853\n\n​\n\n​\n\n—\n\nAccounts payable\n\n​\n\n​\n\n6,555,588\n\n​\n\n​\n\n4,125,597\n\nContract liabilities\n\n​\n\n \n\n1,020,067\n\n​\n\n \n\n489,784\n\nContract liabilities - related party\n\n​\n\n​\n\n2,122,448\n\n​\n\n​\n\n—\n\nDeferred government grants-current\n\n​\n\n​\n\n80,032\n\n​\n\n​\n\n78,718\n\nTaxes payable\n\n​\n\n \n\n907,264\n\n​\n\n \n\n315,328\n\nOperating lease liabilities, current\n\n​\n\n \n\n240,943\n\n​\n\n \n\n—\n\nDue to related party\n\n​\n\n​\n\n340,623\n\n​\n\n​\n\n2,851,526\n\nAccrued expenses and other payables\n\n​\n\n \n\n27,383,244\n\n​\n\n \n\n915,032\n\n**TOTAL CURRENT LIABILITIES**\n\n​\n\n \n\n41,597,527\n\n​\n\n \n\n8,775,985\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**LONG TERM LIABILITIES**\n\n​\n\n \n\n​\n\n​\n\n \n\n​\n\nOperating lease liabilities, noncurrent\n\n​\n\n \n\n79,311\n\n​\n\n \n\n—\n\nDeferred government grants - noncurrent\n\n​\n\n \n\n240,154\n\n​\n\n \n\n134,394\n\n**TOTAL LIABILITIES**\n\n​\n\n \n\n41,916,992\n\n​\n\n \n\n8,910,379\n\n​\n\n​\n\n \n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Commitments and contingencies**\n\n​\n\n \n\n  ​\n\n​\n\n \n\n  ​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**SHAREHOLDERS’ EQUITY:**\n\n​\n\n \n\n​\n\n​\n\n \n\n​\n\nOrdinary Shares, $0.00833335 par value, 5,030,000,000 and 100,000,000 shares authorized, 200,623,358 and 7,226,480 Ordinary Shares, consisting of 180,623,358 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$0.00833335 per share, as of September 30, 2025 and 2024 respectively\n\n​\n\n \n\n1,671,227\n\n​\n\n \n\n59,583\n\nAdditional paid-in capital\n\n​\n\n \n\n399,017,465\n\n​\n\n \n\n36,410,931\n\nStatutory Reserve\n\n​\n\n \n\n3,451,261\n\n​\n\n \n\n3,266,081\n\nAccumulated (deficit) earnings\n\n​\n\n \n\n(15,777,045)\n\n​\n\n \n\n4,349,377\n\nAccumulated other comprehensive profit (loss)\n\n​\n\n \n\n2,515,209\n\n​\n\n \n\n(1,342,128)\n\n**Total shareholders’ equity attributable to BGM Group Ltd.**\n\n​\n\n \n\n390,878,117\n\n​\n\n \n\n42,743,844\n\nNoncontrolling interests\n\n​\n\n \n\n1,019,376\n\n​\n\n \n\n1,349,505\n\n**TOTAL SHAREHOLDERS’ EQUITY**\n\n​\n\n \n\n391,897,493\n\n​\n\n \n\n44,093,349\n\n**TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY**\n\n​\n\n​\n\n433,814,485\n\n​\n\n \n\n53,003,728\n\n​\n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\n​\n\nF-4\n\n[Table of Contents](#TOC)\n\n​\n\nBGM Group Ltd. and Subsidiaries\n\nConsolidated Statements of Operations and Comprehensive Income (Loss)\n\n**(Expressed in U.S. Dollars, except for the number of shares)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For the years ended September 30**\n\n \n\n​\n\n  ​ ​ ​\n\n**2025**\n\n  ​ ​ ​\n\n**2024**\n\n  ​ ​ ​\n\n**2023**\n\n \n\n**NET REVENUE**\n\n​\n\n$\n\n37,919,425\n\n​\n\n$\n\n25,097,951\n\n​\n\n$\n\n46,471,478\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**COST OF REVENUE**\n\n​\n\n​\n\n31,607,966\n\n​\n\n \n\n20,983,196\n\n​\n\n \n\n44,719,984\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**GROSS PROFIT**\n\n​\n\n​\n\n6,311,459\n\n​\n\n \n\n4,114,755\n\n​\n\n \n\n1,751,494\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**SELLING, GENERAL AND ADMINISTRATIVE**\n\n​\n\n​\n\n18,220,454\n\n​\n\n \n\n3,317,027\n\n​\n\n \n\n3,793,123\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**RESEARCH AND DEVELOPMENT EXPENSES**\n\n​\n\n​\n\n672,669\n\n​\n\n​\n\n1,361,499\n\n​\n\n​\n\n568,470\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**LOSS FROM OPERATIONS**\n\n​\n\n​\n\n(12,581,664)\n\n​\n\n \n\n(563,771)\n\n​\n\n \n\n(2,610,099)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nInterest income (expense), net\n\n​\n\n​\n\n83,127\n\n​\n\n \n\n(639,511)\n\n​\n\n \n\n99,190\n\n​\n\nInvestment loss\n\n​\n\n​\n\n(7,699,210)\n\n​\n\n​\n\n(819,432)\n\n​\n\n​\n\n(5,523,365)\n\n​\n\nLoss on disposal of long term investment\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(101,354)\n\n​\n\n​\n\n—\n\n​\n\nShare of results of associates\n\n​\n\n​\n\n(427,702)\n\n​\n\n​\n\n(204,648)\n\n​\n\n​\n\n—\n\n​\n\nGrant income\n\n​\n\n​\n\n132,262\n\n​\n\n​\n\n206,415\n\n​\n\n​\n\n192,375\n\n​\n\nOther Income (expenses)\n\n​\n\n​\n\n554,963\n\n​\n\n \n\n(14,841)\n\n​\n\n \n\n(61,005)\n\n​\n\n**Total other expense**\n\n​\n\n​\n\n(7,356,560)\n\n​\n\n \n\n(1,573,371)\n\n​\n\n \n\n(5,292,805)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**LOSS BEFORE INCOME TAX PROVISION**\n\n​\n\n​\n\n(19,938,224)\n\n​\n\n \n\n(2,137,142)\n\n​\n\n \n\n(7,902,904)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**INCOME TAX EXPENSE/(BENEFIT)**\n\n​\n\n​\n\n277,790\n\n​\n\n​\n\n(619,981)\n\n​\n\n​\n\n219,166\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**NET LOSS**\n\n​\n\n​\n\n(20,216,014)\n\n​\n\n \n\n(1,517,161)\n\n​\n\n \n\n(8,122,070)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nLess: net loss attributable to non-controlling interest\n\n​\n\n​\n\n(274,772)\n\n​\n\n \n\n(74,331)\n\n​\n\n \n\n(341,450)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**NET LOSS ATTRIBUTABLE TO BGM Group Ltd.**\n\n​\n\n$\n\n(19,941,242)\n\n​\n\n$\n\n(1,442,830)\n\n​\n\n$\n\n(7,780,620)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**OTHER COMPREHENSIVE LOSS**\n\n​\n\n​\n\n​\n\n​\n\n \n\n​\n\n​\n\n \n\n​\n\n​\n\nForeign currency translation adjustment\n\n​\n\n​\n\n3,801,980\n\n​\n\n \n\n1,259,109\n\n​\n\n \n\n(730,903)\n\n​\n\n**COMPREHENSIVE LOSS**\n\n​\n\n​\n\n(16,414,034)\n\n​\n\n \n\n(258,052)\n\n​\n\n \n\n(8,852,973)\n\n​\n\nLess: comprehensive loss attributable to non - controlling interests\n\n​\n\n​\n\n(330,129)\n\n​\n\n \n\n(210,181)\n\n​\n\n \n\n(381,357)\n\n​\n\n**COMPREHENSIVE LOSS ATTRIBUTABLE TO BGM Group Ltd.**\n\n​\n\n​\n\n(16,083,905)\n\n​\n\n​\n\n(47,871)\n\n​\n\n​\n\n(8,471,616)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nEarnings (loss) per common share - basic and diluted\n\n​\n\n$\n\n(0.18)\n\n​\n\n$\n\n(0.20)\n\n​\n\n$\n\n(1.08)\n\n*\n\nWeighted average shares - basic and diluted\n\n​\n\n​\n\n113,261,317\n\n​\n\n \n\n7,226,480\n\n​\n\n \n\n7,226,480\n\n*\n\n* The shares and per share data are presented on a retroactive basis to reflect the Company’s Share Consolidation.\n\n​\n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\n​\n\n​\n\nF-5\n\n[Table of Contents](#TOC)\n\n​\n\nBGM Group Ltd. and Subsidiaries\n\nConsolidated Statements of Changes in Shareholders’ Equity\n\n**(Expressed in U.S. Dollars, except for the number of shares)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Accumulated**\n\n​\n\n**The**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Other **\n\n​\n\n**Shareholders’**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Ordinary Shares**\n\n​\n\n**Additional **\n\n​\n\n**Retained Deficit and**\n\n​\n\n​\n\n​\n\n​\n\n**Comprehensive**\n\n​\n\n​\n\n**Equity Attributable**\n\n​\n\n**Non controlling**\n\n​\n\n**Total **\n\n​\n\n**  ​ ​ ​**\n\n**Shares***\n\n**  ​ ​ ​**\n\n**Amount**\n\n**  ​ ​ ​**\n\n**Paid-in Capital**\n\n**  ​ ​ ​**\n\n**Earnings**\n\n**  ​ ​ ​**\n\n**Statutory Reserve**\n\n**  ​ ​ ​**\n\n**Profit (Loss)**\n\n**  ​ ​ ​**\n\n**to BGM Group Ltd**\n\n**  ​ ​ ​**\n\n**Interests**\n\n**  ​ ​ ​**\n\n**Shareholders’ Equity**\n\n**Balance as of September 30, 2023**\n\n​\n\n**7,226,480**\n\n​\n\n**$**\n\n**59,583**\n\n​\n\n**$**\n\n**36,410,931**\n\n​\n\n**$**\n\n**5,896,373**\n\n​\n\n**$**\n\n**3,162,333**\n\n​\n\n**$**\n\n**(2,737,087)**\n\n​\n\n**$**\n\n**42,792,133**\n\n​\n\n**$**\n\n**1,559,268**\n\n​\n\n**$**\n\n**44,351,401**\n\nNet loss for the year\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(1,442,830)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(1,442,830)\n\n​\n\n​\n\n(74,331)\n\n​\n\n​\n\n(1,517,161)\n\nAppropriation for statutory reserve\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(104,166)\n\n​\n\n​\n\n103,748\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(418)\n\n​\n\n​\n\n418\n\n​\n\n​\n\n—\n\nForeign currency translation adjustment\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n1,394,959\n\n​\n\n​\n\n1,394,959\n\n​\n\n​\n\n(135,850)\n\n​\n\n​\n\n1,259,109\n\n**Balance as of September 30, 2024**\n\n​\n\n**7,226,480**\n\n​\n\n**$**\n\n**59,583**\n\n​\n\n**$**\n\n**36,410,931**\n\n​\n\n**$**\n\n**4,349,377**\n\n​\n\n**$**\n\n**3,266,081**\n\n​\n\n**$**\n\n**(1,342,128)**\n\n​\n\n**$**\n\n**42,743,844**\n\n​\n\n**$**\n\n**1,349,505**\n\n​\n\n**$**\n\n**44,093,349**\n\nIssuance of common shares\n\n​\n\n192,324,378\n\n​\n\n​\n\n1,602,706\n\n​\n\n​\n\n352,377,765\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n353,980,471\n\n​\n\n​\n\n—\n\n​\n\n​\n\n353,980,471\n\nStock options granted to employees\n\n​\n\n1,072,500\n\n​\n\n​\n\n8,938\n\n​\n\n​\n\n10,228,769\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n10,237,707\n\n​\n\n​\n\n—\n\n​\n\n​\n\n10,237,707\n\nNet loss for the year\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(19,941,242)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(19,941,242)\n\n​\n\n​\n\n(274,772)\n\n​\n\n​\n\n(20,216,014)\n\nAppropriation for statutory reserve\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(185,180)\n\n​\n\n​\n\n185,180\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\nForeign currency translation adjustment\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n3,857,337\n\n​\n\n​\n\n3,857,337\n\n​\n\n​\n\n(55,357)\n\n​\n\n​\n\n3,801,980\n\n**Balance as of September 30, 2025**\n\n​\n\n**200,623,358**\n\n​\n\n​\n\n**1,671,227**\n\n​\n\n​\n\n**399,017,465**\n\n​\n\n​\n\n**(15,777,045)**\n\n​\n\n​\n\n**3,451,261**\n\n​\n\n​\n\n**2,515,209**\n\n​\n\n​\n\n**390,878,117**\n\n​\n\n​\n\n**1,019,376**\n\n​\n\n​\n\n**391,897,493**\n\n​\n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\n​\n\n​\n\nF-6\n\n[Table of Contents](#TOC)\n\n​\n\nBGM Group Ltd. and Subsidiaries\n\nConsolidated Statements of Cash flows\n\n**(Expressed in U.S. Dollars, except for the number of shares)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For the years ended September 30**\n\n​\n\n​\n\n**2025**\n\n​\n\n**2024**\n\n​\n\n**2023**\n\n**Cash flows from operating activities:**\n\n  ​ ​ ​\n\n​\n\n  ​\n\n  ​ ​ ​\n\n​\n\n  ​\n\n  ​ ​ ​\n\n​\n\n  ​\n\n**Net loss**\n\n​\n\n$\n\n**(20,216,014)**\n\n** **\n\n​\n\n**(1,517,161)**\n\n** **\n\n​\n\n**(8,122,070)**\n\n**Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:**\n\n​\n\n \n\n​\n\n \n\n​\n\n​\n\n \n\n​\n\n​\n\nNon-cash operating lease expenses\n\n​\n\n \n\n60,740\n\n \n\n​\n\n60,785\n\n \n\n​\n\n25,982\n\nDepreciation and amortization\n\n​\n\n \n\n1,463,190\n\n \n\n​\n\n1,237,229\n\n \n\n​\n\n1,143,064\n\nStock based compensation\n\n​\n\n​\n\n10,228,768\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\nCredit loss for accounts receivable\n\n​\n\n​\n\n94,125\n\n​\n\n​\n\n127,568\n\n​\n\n​\n\n37,885\n\nProvision (reverse) for other receivables\n\n​\n\n \n\n238,286\n\n \n\n​\n\n(55,382)\n\n \n\n​\n\n—\n\nAllowance for ATV\n\n​\n\n​\n\n139\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\nImpairment of property and equipment\n\n​\n\n \n\n194,876\n\n \n\n​\n\n—\n\n \n\n​\n\n—\n\nInventories provision (reserve)\n\n​\n\n​\n\n452,435\n\n​\n\n​\n\n(813,619)\n\n​\n\n​\n\n388,253\n\nDeferred tax expense (benefit)\n\n​\n\n \n\n170,828\n\n \n\n​\n\n(406,845)\n\n \n\n​\n\n203,544\n\nUnrealized loss from investment in securities\n\n​\n\n​\n\n7,699,210\n\n​\n\n​\n\n819,432\n\n​\n\n​\n\n5,527,381\n\nInvestment (income)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(4,016)\n\nShare of results of associates\n\n​\n\n​\n\n427,702\n\n​\n\n​\n\n204,648\n\n​\n\n​\n\n—\n\nLoss on disposal of Long term investment\n\n​\n\n​\n\n—\n\n​\n\n​\n\n101,354\n\n​\n\n​\n\n—\n\nProperty and equipment written off\n\n​\n\n \n\n1,033\n\n \n\n​\n\n526\n\n \n\n​\n\n—\n\n**Changes in operating assets and liabilities:**\n\n​\n\n \n\n​\n\n \n\n​\n\n​\n\n \n\n​\n\n​\n\nAccounts receivable\n\n​\n\n \n\n(3,350,872)\n\n \n\n​\n\n378,389\n\n \n\n​\n\n(1,223,035)\n\nInsurance premium payables\n\n​\n\n​\n\n1,318,215\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nBank acceptance notes receivable\n\n​\n\n \n\n376,030\n\n \n\n​\n\n949,455\n\n \n\n​\n\n(1,665,594)\n\nInventories\n\n​\n\n \n\n(1,845,348)\n\n \n\n​\n\n958,655\n\n \n\n​\n\n3,403,831\n\nPrepayment to suppliers\n\n​\n\n \n\n(2,692,462)\n\n \n\n​\n\n(65,476)\n\n \n\n​\n\n492,858\n\nOther current assets\n\n​\n\n \n\n12,570,946\n\n \n\n​\n\n(1,506,472)\n\n \n\n​\n\n1,414,305\n\nAccounts payable\n\n​\n\n \n\n(1,834,063)\n\n \n\n​\n\n378,976\n\n \n\n​\n\n(1,618,317)\n\nContract liabilities\n\n​\n\n \n\n2,673,043\n\n \n\n​\n\n(571,880)\n\n \n\n​\n\n502,535\n\nDeferred government grants\n\n​\n\n \n\n109,136\n\n \n\n​\n\n(96,364)\n\n \n\n​\n\n(126,198)\n\nTaxes payable\n\n​\n\n \n\n577,516\n\n \n\n​\n\n101,845\n\n \n\n​\n\n(612,274)\n\nAccrued expenses and other payables\n\n​\n\n \n\n(11,033,416)\n\n \n\n​\n\n359,167\n\n \n\n​\n\n539,782\n\nOperating lease liabilities\n\n​\n\n \n\n(56,480)\n\n \n\n​\n\n(100,592)\n\n \n\n​\n\n4,293\n\n**Net cash (used in) provided by operating activities**\n\n​\n\n** **\n\n**(2,372,437)**\n\n** **\n\n​\n\n**544,238**\n\n** **\n\n​\n\n**312,209**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Cash flows from investing activities:**\n\n​\n\n \n\n​\n\n \n\n​\n\n​\n\n \n\n​\n\n​\n\nPurchase of property and equipment\n\n​\n\n \n\n(1,566,653)\n\n \n\n​\n\n(240,133)\n\n \n\n​\n\n(179,759)\n\nPayment for construction in progress\n\n​\n\n​\n\n(498,869)\n\n​\n\n​\n\n(2,613,123)\n\n​\n\n​\n\n(1,668,924)\n\nPurchase of intangible assets\n\n​\n\n \n\n(121,382)\n\n \n\n​\n\n(1,078,215)\n\n \n\n​\n\n(1,865,406)\n\nCash received from disposal of Long term investment\n\n​\n\n \n\n—\n\n \n\n​\n\n463,629\n\n \n\n​\n\n—\n\nCash received from acquisition\n\n​\n\n​\n\n2,394,514\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\nDividend received\n\n​\n\n​\n\n—\n\n​\n\n​\n\n56,198\n\n​\n\n​\n\n—\n\nPayment for short term investment\n\n​\n\n​\n\n(370,518)\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\nPayment for short term investment\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(1,000,000)\n\nProceeds from short term investment\n\n​\n\n​\n\n—\n\n​\n\n​\n\n1,000,000\n\n​\n\n​\n\n—\n\nPayments on long term investment\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(1,404,938)\n\n​\n\n​\n\n—\n\nRedemption from marketable securities\n\n​\n\n​\n\n—\n\n​\n\n​\n\n4,800,000\n\n​\n\n​\n\n—\n\nPurchase of non controlling interest\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(28,356)\n\n**Net cash (used in) provided by investing activities**\n\n​\n\n** **\n\n**(162,908)**\n\n** **\n\n​\n\n**983,418**\n\n** **\n\n​\n\n**(4,742,445)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Cash flows from financing activities:**\n\n​\n\n \n\n​\n\n \n\n​\n\n—\n\n \n\n​\n\n—\n\nProceeds from bank loans\n\n​\n\n \n\n2,168,453\n\n \n\n​\n\n—\n\n \n\n​\n\n496,222\n\nRepayment of bank loans\n\n​\n\n \n\n(562,944)\n\n \n\n​\n\n(491,728)\n\n \n\n​\n\n(141,778)\n\nProceeds from (Repayment of) bank notes payable\n\n​\n\n​\n\n1,013,412\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(1,544,722)\n\nNon controlling interest contribution\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n56,711\n\nDividend paid\n\n​\n\n \n\n—\n\n \n\n​\n\n—\n\n \n\n​\n\n(1,787,517)\n\n**Net cash provided by (used in) financing activities**\n\n​\n\n** **\n\n**2,618,921**\n\n** **\n\n​\n\n**(491,728)**\n\n** **\n\n​\n\n**(2,921,084)**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Effect of exchange rate change on Cash, cash equivalents and restricted cash**\n\n​\n\n \n\n(80,390)\n\n \n\n​\n\n1,305,079\n\n \n\n​\n\n(151,446)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Net increase (decrease) in Cash, cash equivalents and restricted cash**\n\n​\n\n** **\n\n**3,186**\n\n** **\n\n​\n\n**2,341,007**\n\n** **\n\n​\n\n**(7,502,766)**\n\n**Cash, cash equivalents and restricted cash at beginning of year**\n\n​\n\n** **\n\n**9,817,254**\n\n** **\n\n​\n\n**7,476,247**\n\n** **\n\n​\n\n**14,979,013**\n\n**Cash, cash equivalents and restricted cash at end of year**\n\n​\n\n$\n\n**9,820,440**\n\n** **\n\n​\n\n**9,817,254**\n\n** **\n\n​\n\n**7,476,247**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Supplemental cash flow information**\n\n​\n\n \n\n​\n\n \n\n​\n\n​\n\n \n\n​\n\n​\n\n**Cash paid for interest**\n\n​\n\n$\n\n35,331\n\n​\n\n$\n\n4,262\n\n​\n\n$\n\n3,656\n\n**Cash paid for income taxes**\n\n​\n\n$\n\n71,277\n\n​\n\n$\n\n21,910\n\n​\n\n$\n\n27,440\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Supplemental non-cash activities**\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n**Unpaid RMB****15,000,000****（****$2,107,407****) of****25%****euqity investment (total considerarion of RMB****25,000,000****) to Caihou Capital (Shenzhen) Group**\n\n​\n\n$\n\n—\n\n​\n\n$\n\n2,107,407\n\n​\n\n$\n\n—\n\n**Additional paid-in capital due to adjustments in previous years**\n\n​\n\n$\n\n—\n\n​\n\n$\n\n49,315\n\n​\n\n$\n\n—\n\n**Goodwill arising from the acquisition of the company by issuing shares****155,660,951****Class A ordinary shares per share of US****$2.0****and shares****16,663,427****Class A ordinary shares per share of US****$2.5****.**\n\n​\n\n​\n\n350,849,431\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n**Right of Use Assets obtained in exchange for operating lease obligations**\n\n​\n\n​\n\n374,564\n\n​\n\n​\n\n—\n\n​\n\n​\n\n—\n\n​\n\nThe accompanying notes are an integral part of these consolidated financial statements.\n\n​\n\nF-7\n\n[Table of Contents](#TOC)\n\n​\n\nBGM Group Ltd. AND SUBSIDIARIES\n\nNOTES TO CONSOLIDATED FINANCIAL STATEMENTS\n\nNOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS\n\nQilian 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”).\n\nOn October 18, 2024, shareholders approved the change of the Company’s 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.”\n\nBGM Group Ltd. has a strategic focus on the technology fields of AI application, intelligent robots, algorithmic computing power, cloud computing, and biopharmaceuticals.\n\nOn 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 (“GM HK”), 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.\n\nPursuant 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 be controlled by the Target Company through VIE contractual arrangement.\n\nThe issuance of 69,995,661 Class A ordinary shares was completed on December 27, 2024 and the transaction has been completed.\n\nOn March 18, 2025, BGM Group Ltd (the “Company”), entered into a transaction agreement (the “Transaction Agreement”) with YX Management Company Limited, a company duly incorporated under the laws of Hong Kong, Martline Limited, Cymatrix Limited, Innovo Limited and Techvovo Limited, the existing shareholders holding 100% equity securities of YX Management Company Limited.\n\nPursuant to the Transaction Agreement, the Company agreed to purchase from the Sellers, 100% of the equity interest of the YX Management Company Limited Company, for a consideration of a total of 47,500,000 Class A ordinary shares of a par value of US$0.00833335 each 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 Sellers 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 (as defined below), each of Yunyue Consultant Management (Shenzhen) Co., Ltd. (“Yunyue SZ”), a limited liability company duly incorporated under the laws of the PRC and currently a wholly owned subsidiary of the YX Management Company Limited, Guangdong Yunyue Investment Co., Ltd. (“GD Yunyue”), a limited liability company duly incorporated under the laws of the PRC and currently a wholly owned subsidiary of Yunyue SZ, and Hanzhou Yaoyixing Technology Co., Ltd. (“Yaoyixing”), a limited liability company duly incorporated under the laws of the PRC and currently a wholly owned subsidiary of GD Yunyue, will become a wholly owned subsidiary of the YX Management Company Limited.\n\nF-8\n\n[Table of Contents](#TOC)\n\n​\n\nThe issuance of 47,500,000 Class A ordinary shares was completed On April 28, 2025 and the transaction has been completed.\n\nOn April 21, 2025, BGM Group Ltd (the “Company”), entered into a transaction agreement (the “Transaction Agreement”) with Wonder Dragon Global Limited, a business company duly incorporated under the laws of the British Virgin Islands, Yang Lou Dong International Limited Management Company Limited, a company duly incorporated under the laws of Hong Kong and a wholly owned subsidiary of the Yang Lou Dong International Limited Management Company Limited (“Yang Lou Dong”), and Success Myth Limited, the existing sole shareholder holding 100% equity securities of the Yang Lou Dong.\n\nPursuant to the Transaction Agreement, the Company agreed to purchase from the Seller, 100% of the equity interest of the Yang Lou Dong, for a consideration of a total of 38,165,290 Class A ordinary shares of a par value of US$0.00833335 each of the Company (the “Consideration Shares”), at a purchase price of US$2.0 per share of the Consideration Shares. Save as the exceptions as stipulated in the Transaction Agreement, the Seller agreed to not directly or indirectly sell or otherwise transfer any Consideration Shares at any time on or before the expiry of a 60-month period after the Closing. The Transaction Agreement also contained customary representations, warranties and agreements of the Company and the Seller, as well as customary indemnification rights and obligations of the parties.\n\nThe issuance of 38,165,290 Class A ordinary shares was completed On may 20, 2025 and the transaction has been completed.\n\nOn May 2, 2025, BGM Group Ltd (the “Company”) entered into a transaction agreement (the “Transaction Agreement”) with HM Management Company Limited (“HM Management”), a company duly incorporated under the laws of Hong Kong, Catch Group Limited, a company duly incorporated under the laws of the British Virgin Islands (“Catch”), Expansion Group Limited, a company duly incorporated under the laws of the British Virgin Islands (“Expansion”, collectively referred to as the “Sellers” with Catch), HM Consultant Management (Shenzhen) Co., Limited, a company duly incorporated under the PRC laws, Beijing Shuda Technology Co., Ltd., a company duly incorporated under the PRC laws (“Beijing Shuda”) and New Media Star Technology (Shenzhen) Co., Ltd., a company duly incorporated under the PRC laws (“New Media Star”), with Beijing Shuda and New Media Star as the wholly-owned subsidiaries of HM Management.\n\nPursuant to the Transaction Agreement, the Company agreed to purchase from the Sellers, 100% of the equity interest of HM Management, for a consideration of a total of 16,663,427 Class A ordinary shares of a par value of US$0.00833335 each of the Company (the “Consideration Shares”), at a purchase price of US$2.50 per share of the Consideration Shares.\n\nThe issuance of 16,663,427 Class A ordinary shares was completed On June 26, 2025 and the transaction has been completed.\n\nIn 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.\n\nQilian 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.\n\nQilian 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 Trade (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”).\n\nBGM (Hubei) Health Biological industry Co, LTD is a wholly-owned subsidiary of Qilian HK formed on September 12, 2024.\n\nF-9\n\n[Table of Contents](#TOC)\n\n​\n\nGansu 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, 2025 and 2024. Over the years, Gansu QLS has established seven subsidiaries:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Ownership as of**\n\n​\n\n**Ownership as of**\n\n \n\n​\n\n​\n\n**September 30,**\n\n​\n\n**September 30,**\n\n** **\n\n​\n\n​\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n​\n\nMoshangfa (Gansu) Fertilizer Industry Co., Ltd (formerly Jiuquan Qiming Biotechnology Co., Ltd, “Moshangfa”)\n\n​\n\n100\n\n%  \n\n100\n\n%\n\nChengdu Qilianshan Biotechnology Co., Ltd (“Chengdu QLS”)\n\n \n\n79.71\n\n%  \n\n79.71\n\n%\n\nJiuquan Ahan Biotechnology Co., Ltd. (“Ahan”)\n\n \n\n100\n\n%  \n\n100\n\n%\n\nTibet Samen Trading Co., Ltd (“Samen”) (1)\n\n \n\n—\n\n%  \n\n—\n\n%\n\nTibet Cangmen Trading Co., Ltd (“Cangmen”)\n\n \n\n100\n\n%  \n\n100\n\n%\n\nRugao Tianlu Animal Products Co., Ltd (“Rugao”)\n\n \n\n79.71\n\n%  \n\n79.71\n\n%\n\nChongqing Shengfu Biological Technology Co., Ltd (“Chongqing”)\n\n​\n\n79.71\n\n%  \n\n79.71\n\n%\n\n(1)Samen was dissolved in June 2023, the business of which continues via the operation of the Company’s other subsidiaries.\n\nOn 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.\n\nTo 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.\n\nBased 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.\n\nAs 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.\n\nQilian 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.\n\n​\n\nF-10\n\n[Table of Contents](#TOC)\n\n​\n\nNOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES\n\nBasis of Presentation and Principles of Consolidation\n\nThe Company, its subsidiaries, the VIEs and VIEs’s subsidiaries consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The 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.\n\nThe carrying amounts of the assets, liabilities, the results of operations and cash flows of the VIEs and VIEs’s subsidiaries included in the Company, its subsidiaries, the VIEs and VIEs’s subsidiaries’ consolidated financial statements after the elimination of intercompany balances and transactions among the VIEs and VIEs’s subsidiaries, and the Company and its subsidiaries are as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**September 30, **\n\n​\n\n**September 30, **\n\n​\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**ASSETS**\n\n​\n\n  ​\n\n​\n\n​\n\n  ​\n\n​\n\nCurrent assets:\n\n \n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\nCash and cash equivalents\n\n​\n\n$\n\n8,163,770\n\n​\n\n$\n\n4,474,803\n\nAccounts receivable, net\n\n​\n\n \n\n4,244,340\n\n​\n\n \n\n1,542,956\n\nBank acceptance receivable\n\n​\n\n \n\n2,911,999\n\n​\n\n \n\n3,337,137\n\nInventories, net\n\n​\n\n \n\n6,343,756\n\n​\n\n \n\n5,049,688\n\nPrepayment to suppliers, net\n\n​\n\n \n\n1,791,824\n\n​\n\n \n\n803,767\n\nOther current assets\n\n​\n\n \n\n7,878,719\n\n​\n\n \n\n791,439\n\nTotal current assets\n\n​\n\n \n\n31,334,408\n\n​\n\n \n\n15,999,790\n\nProperty and equipment, net\n\n​\n\n \n\n8,066,240\n\n​\n\n \n\n6,525,047\n\nCIP\n\n​\n\n​\n\n4,031,448\n\n​\n\n​\n\n5,640,063\n\nIntangible assets, net\n\n​\n\n \n\n3,358,390\n\n​\n\n \n\n3,461,132\n\nGoodwill\n\n​\n\n \n\n137,545,159\n\n​\n\n \n\n—\n\nOperating lease right of use assets\n\n​\n\n \n\n315,959\n\n​\n\n \n\n—\n\nDeferred tax assets\n\n​\n\n \n\n240,503\n\n​\n\n \n\n390,242\n\nOther long term assets\n\n​\n\n​\n\n106,923\n\n​\n\n​\n\n—\n\nTotal assets\n\n​\n\n$\n\n184,999,030\n\n​\n\n$\n\n32,016,274\n\n**LIABILITIES**\n\n​\n\n \n\n​\n\n​\n\n \n\n​\n\nCurrent liabilities:\n\n​\n\n \n\n​\n\n​\n\n \n\n​\n\nBank loans\n\n​\n\n$\n\n1,618,465\n\n​\n\n$\n\n—\n\nInsurance premium payables\n\n​\n\n​\n\n1,328,853\n\n​\n\n​\n\n—\n\nAccounts payable\n\n​\n\n \n\n6,423,151\n\n​\n\n \n\n4,120,956\n\nContract liabilities\n\n​\n\n \n\n1,004,210\n\n​\n\n \n\n489,784\n\nAdvance from customers - related parties\n\n​\n\n \n\n349,314\n\n​\n\n \n\n—\n\nDeferred government grants - current\n\n​\n\n \n\n80,032\n\n​\n\n \n\n78,718\n\nTaxes payable\n\n​\n\n \n\n900,792\n\n​\n\n \n\n316,789\n\nOperating lease liabilities, current\n\n​\n\n \n\n240,943\n\n​\n\n \n\n—\n\nAccrued expenses and other payables\n\n​\n\n \n\n5,597,865\n\n​\n\n \n\n914,756\n\nTotal current liabilities\n\n​\n\n \n\n17,543,625\n\n​\n\n \n\n5,921,003\n\nOperating lease liabilities, long term\n\n​\n\n \n\n79,311\n\n​\n\n \n\n—\n\nDeferred government grants - noncurrent\n\n​\n\n \n\n240,154\n\n​\n\n \n\n134,394\n\nTotal liabilities\n\n​\n\n \n\n17,863,090\n\n​\n\n \n\n6,055,397\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For the Years ended**\n\n​\n\n​\n\n**September 30, **\n\n​\n\n  ​ ​ ​\n\n**2025**\n\n  ​ ​ ​\n\n**2024**\n\n  ​ ​ ​\n\n**2023**\n\nNet revenue\n\n​\n\n$\n\n37,621,473\n\n​\n\n$\n\n25,097,953\n\n​\n\n$\n\n46,471,478\n\n(loss) Income from operations\n\n​\n\n$\n\n(436,272)\n\n​\n\n$\n\n622,896\n\n​\n\n$\n\n(1,722,218)\n\nNet (loss) income\n\n​\n\n$\n\n(4,179)\n\n​\n\n$\n\n704,119\n\n​\n\n$\n\n(1,674,516)\n\n​\n\nF-11\n\n[Table of Contents](#TOC)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For the Years Ended**\n\n​\n\n​\n\n**September 30, **\n\n​\n\n  ​ ​ ​\n\n**2025**\n\n  ​ ​ ​\n\n**2024**\n\n  ​ ​ ​\n\n**2023**\n\nNet cash provided by operating activities\n\n​\n\n$\n\n3,082,400\n\n​\n\n$\n\n182,190\n\n​\n\n$\n\n1,203,386\n\nNet cash used in investing activities\n\n \n\n​\n\n(2,029,927)\n\n \n\n​\n\n(2,333,429)\n\n \n\n​\n\n(3,700,105)\n\nNet cash provided by (used in) financing activities\n\n \n\n​\n\n798,545\n\n \n\n​\n\n(491,728)\n\n \n\n​\n\n(1,190,278)\n\nEffect of exchange rate on cash\n\n \n\n​\n\n1,837,949\n\n \n\n​\n\n241,575\n\n \n\n​\n\n(123,754)\n\nNet increase (decrease) in cash, cash equivalents and restricted cash\n\n​\n\n$\n\n3,688,967\n\n​\n\n$\n\n(2,401,392)\n\n​\n\n$\n\n(3,810,751)\n\n​\n\nRetroactivity\n\nOn May 29, 2024, the board of directors of the Company approved a share consolidation at a ratio of five-for-one (5:1), effective on June 21, 2024. The related number of shares, shares authorized, shares issued and outstanding and earnings per share presented on the Company’s consolidated financial statements were retroactively adjusted to reflect the share consolidation.\n\nUse of Estimates\n\nThe 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 VIEs and VIEs’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.\n\n**Risks and Uncertainties**\n\nRisks of Operation in China\n\nThe main operation of the Company, through the WFOE, the VIEs and VIEs’s subsidiaries, is located in the PRC. Accordingly, the Company, its subsidiaries, the VIEs and VIEs’s subsidiaries’ business, financial condition, and results of operations may be influenced by political, economic, and legal environments in the PRC, as well as by the general state of the PRC economy. The Company, its subsidiaries, the VIEs and VIEs’s subsidiaries’ results may be adversely affected by changes in the political, regulatory and social conditions in the PRC. Although the Company, its subsidiaries, the VIE and VIE’s subsidiaries’ have not experienced losses from these situations and believes that it is in compliance with existing laws and regulations including its organization and structure disclosed in Note 1, this may not be indicative of future results.\n\nRisks in relation to the VIE structure\n\nThe Company is incorporated in the Cayman Islands. As a holding company with no material operations, the Company conducts its operations in China through the variable interest entities, Gansu QLS and its subsidiaries, RONS Intelligent and its subsidiaries. The Company receives the economic benefits of Gansu QLS and its subsidiaries’ and RONS Intelligent and its subsidiaries business operation through a series of contractual arrangements, or the VIE Agreements, which have not been tested in court. As a result of the Company’s indirect ownership in the Qilian Chengdu and Hainan Trading and the VIE Agreements, and VIE contractual control over RONS Intelligent, the Company is regarded as the primary beneficiary of its VIE. The VIE structure is used to replicate foreign investment in Chinese-based companies where Chinese law prohibits direct foreign investment in the operating companies, and that investors may never directly hold equity interests in the Chinese operating entities. The Company relies on contractual arrangements with the VIE and its subsidiaries in China for the business operations, which may not be as effective in providing operational control or enabling the Company to derive economic benefits as through ownership of controlling equity interests, and the VIE’s shareholders may fail to perform their obligations under the contractual arrangements. If the PRC government deems that the VIE Agreements in relation to the VIE do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, the Company may have difficulty in enforcing any rights the Company may have under the VIE Agreements in PRC and the Company could be subject to severe penalties or be forced to relinquish the Company’s interests in those operations.\n\nF-12\n\n[Table of Contents](#TOC)\n\n​\n\nTechnology Innovation and Commodity Risks\n\nThe Company, its subsidiaries, the VIE and VIE’s subsidiaries’ business faces rapid technological change, and there is a possibility that the competitors may achieve regulatory approval and develop new product candidates before the Company, its subsidiaries, the VIE and VIE’s subsidiaries, which may harm the financial condition and the ability to successfully market or commercialize any of the product candidates.\n\nThe development and commercialization of new pharmaceutical products and fertilizers is highly competitive, and both industries currently are characterized by rapidly changing technologies, significant competition and a strong emphasis on intellectual property. The Company, its subsidiaries, the VIE and VIE’s subsidiaries will face competition with respect to the current and future pharmaceutical and fertilizer product candidates from major pharmaceutical and chemical companies in China. The Heparin and sausage casing products are made from livestock products, which are subjected to significant risks of the market supply of the raw materials.\n\nThe development and commercialization of intelligent financial and insurance technology services is highly competitive, and the industry is currently characterized by rapidly evolving algorithms, significant competition and a strong emphasis on data privacy and intellectual property. The Company, its subsidiaries, the VIE and the VIE’s subsidiaries will face competition with respect to current and future fintech product offerings from major financial institutions, internet platforms and insurance intermediaries in China. The operation of online insurance distribution platforms relies heavily on internet infrastructure and the continuous flow of user data, which are subject to significant risks arising from stringent regulatory scrutiny, evolving cybersecurity requirements and uncertainties regarding the enforceability of VIE contractual arrangements.\n\nExchange Rate Risks\n\nThe WFOE, the VIE and VIE’s subsidiaries operate in China, which may give rise to significant foreign currency risks from fluctuations and the degree of volatility of foreign exchange rates between the US$ and the RMB. As of September 30, 2025 and September 30, 2024, cash and restricted cash of $9,820,440 (RMB 69,779,136) and $9,817,254 (RMB 68,793,426), respectively, is denominated in RMB and is held in PRC.\n\nCurrency Convertibility Risks\n\nSubstantially all of the WFOE, the VIE and VIE’s subsidiaries’ operating activities are transacted in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through the People’s Bank of China or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the People’s Bank of China. Approval of foreign currency payments by the People’s Bank of China or other regulatory institutions requires submitting a payment application form together with other information such as suppliers’ invoices, shipping documents and signed contracts.\n\nCash and Cash Equivalents\n\nThe 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 do not have withdrawal restrictions.\n\nAccounts Receivable, net\n\nAccounts 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.\n\n**Bank acceptance notes receivable**\n\nBank 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.\n\nF-13\n\n[Table of Contents](#TOC)\n\n​\n\nAs of September 30, 2025 and 2024, bank acceptance notes receivable from customers were $2,911,999 and $3,337,137, respectively.\n\nInventories, net\n\nInventories 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.\n\nProperty and Equipment, net 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:\n\n​\n\n​\n\n​\n\n​\n\n**Items**\n\n**  ​ ​ ​**\n\n**Useful life**\n\nProperty and buildings\n\n \n\n25 years\n\nMachinery and equipment\n\n \n\n5 years\n\nAutomobiles\n\n \n\n4 years\n\nOffice and electric equipment\n\n \n\n3 years\n\n​\n\nExpenditures 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.\n\n**Construction in Progress**\n\nConstruction 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 September 30, 2025 and 2024 represents costs of construction incurred for Chongqing’s new manufacturing facilities for heparin products.\n\nIntangible Assets\n\nIntangible 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:\n\n​\n\n​\n\n​\n\n​\n\n**Items**\n\n**  ​ ​ ​**\n\n**Useful life**\n\nLand use rights\n\n \n\n50 years\n\nSoftware\n\n \n\n10 years\n\nLicense for drug manufacturing\n\n \n\n10 years\n\n​\n\nLeases\n\nOn 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 the Company 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 and equipment, net, current portion of obligations under finance leases, and obligations under finance leases, non-current on our consolidated balance sheets.\n\nF-14\n\n[Table of Contents](#TOC)\n\n​\n\nOperating lease ROU assets and operating 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.\n\nWe 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.\n\nInvestment in Securities\n\nThe 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.\n\nThe 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.\n\nAs of September 30, 2024, the Company has redeemed $4,800,000 from the Fund Management, with the remaining redemption assets in the Fund amounting to $15,200,000. 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, 2025 and 2024, 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.\n\nThe fair value of the Fund was $994,895 as of September 30 2025. See Fair Value of Financial Instruments disclosure in this footnote.\n\nLong-Term Investment\n\nInvestments in entity in which the Company, its subsidiaries, the VIEs and VIEs’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 VIEs and VIEs’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 VIEs and VIEs’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 VIEs and VIEs’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.\n\nF-15\n\n[Table of Contents](#TOC)\n\n​\n\n**Goodwill**\n\nGoodwill represents the excess of the consideration paid of an acquisition over the fair value of the net identifiable assets of the acquired subsidiary at the date of acquisition. Goodwill is not amortized, and is tested for impairment at least annually, more often when circumstances indicate impairment may have occurred. Goodwill is carried at cost less accumulated impairment losses. If impairment exists, goodwill is immediately written off to its fair value and the loss is recognized in the consolidated statements of operations and comprehensive loss. Impairment losses on goodwill are not reversed.\n\nImpairment of Long-lived Assets\n\nThe 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. Impairment loss on long-lived assets were $196,449 and nil as of September 30, 2025 and September 30, 2024.\n\n**Prepayments for property and equipment**\n\nThe company purchased apartments in Tianxi Center from Chengdu Shuangfa Jundi Real Estate Co., Ltd. on June 15, 2021. The property has been delivered in June 2025.\n\n**Insurance premium payables**\n\nInsurance premium payables represent premium payments that have been received from insureds, but not yet remitted to the insurance carriers.\n\n**Transactions with Non-controlling Interests of Subsidiaries**\n\nThe Company, its subsidiaries, the VIEs and VIEs’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.\n\nIn the year ended September 30, 2023, the Company made 200,000 RMB (equivalent to $28,356) additional investment to acquire 0.2% ownership of Gansu QLS from third party shareholders and the Company’s ownership in VIE increased to 79.71% as of September 30, 2023.\n\nNon-controlling Interests\n\nNon-controlling interests are recognized to reflect the portion of their equity that is not attributable, directly or indirectly, to the Company as the controlling shareholder. For the Company’s consolidated subsidiaries, VIEs and VIEs’s subsidiaries, non-controlling interests represent a minority shareholder’s 49% ownership interest in Zhongqiao E Commerce Limited (“Zhongqiao”), as well as 0.786% ownership interest in Gansu QLS, 20.29% ownership interest in Chengdu QLS and in subsidiaries including Rugao and Chongqing.\n\nF-16\n\n[Table of Contents](#TOC)\n\n​\n\nThe following table summarizes the shareholders’ equity for the non-controlling interest from each subsidiary that is not 100% owned by the Company:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**As of**\n\n​\n\n​\n\n**September 30, **\n\n​\n\n**September 30, **\n\n​\n\n​\n\n**2025**\n\n​\n\n**2024**\n\nGansu QLS\n\n  ​ ​ ​\n\n$\n\n833,496\n\n  ​ ​ ​\n\n$\n\n1,146,121\n\nChengdu QLS and subsidiaries\n\n \n\n​\n\n163,835\n\n \n\n​\n\n181,315\n\nZhongqiao\n\n \n\n​\n\n22,045\n\n \n\n​\n\n22,069\n\nTotal\n\n​\n\n$\n\n1,019,376\n\n​\n\n$\n\n1,349,505\n\n​\n\nNon-controlling interest in the equity of a subsidiary is reported in equity in the consolidated balance sheets. Net income and losses attributable to the non-controlling interest is reported as described above in the consolidated statements of operations and comprehensive income.\n\nRevenue Recognition\n\nThe Company, its subsidiaries, the VIEs and VIEs’s subsidiaries recognize revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods or services. To perform revenue recognition for arrangements within the scope of ASC 606, the Company, its subsidiaries, the VIEs and VIEs’s subsidiaries perform the following five steps:\n\n(i)identification of the promised goods or services in the contract;\n\n(ii)determination of whether the promised goods or services are performance obligations including whether they are distinct in the context of the contract;\n\n(iii)measurement of the transaction price, including the constraint on variable consideration;\n\n(iv)allocation of the transaction price to the performance obligations based on estimated selling prices; and\n\n(v)recognition of revenue when (or as) we satisfy each performance obligation. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in ASC 606.\n\nThe majority of the WFOE, the VIEs and VIEs’s subsidiaries’ contracts have one single performance obligation as the promise to transfer the individual goods is not separately identifiable from other promises in the contracts and are, therefore, not distinct. The revenue streams are recognized at a point in time when title and risk of loss passes and the customer accepts the goods, which generally occurs at delivery. The WFOE, the VIEs and VIEs’s subsidiaries’ products are sold with no right of return and the WFOE, the VIEs and VIEs’s subsidiaries do not provide other credits or sales incentives, which would be accounted for as variable consideration. Sales taxes invoiced to customers and remitted to government authorities are excluded from net sales.\n\nRevenue from sales of Diversified Pharma & Allied Portfolio\n\nThe Company enters into contracts with customers for from the sales of Diversified Pharma & Allied Portfolio. Each contract is assessed at inception and contains a single performance obligation, which is promised to transfer the products to the customers. This performance obligation is distinct and separately identifiable from any other promises within the contract and is satisfied at a point in time when promised products are accepted by the customers under ASC 606-10-25-30. The transaction price in the contract is fixed, as reflected in the sales order and invoice, and is irrecoverably established upon contract execution with no contingency tied to any future event Pursuant to ASC 606-10-55-36~40, the Company acts as principal as the Company (1) is the primary obligor responsible for fulfilling the promise to deliver the products to the customers; (2) bears inventory risk and customer credit risk;(3) has the ability to direct the use of, and obtain substantially all of the remaining benefits from, the products before they are transferred to the customer; (4) has discretion in establishing the selling price of the products.\n\nF-17\n\n[Table of Contents](#TOC)\n\n​\n\nRevenue from sales of AI Solutions\n\nAI solutions offer enterprises customized AI software services and solutions to sell products. The Company generates revenue from the sale of products. Each contract is assessed at inception and contains a single performance obligation, which is promised to transfer the products to the customers. This performance obligation is distinct and separately identifiable from any other promises within the contract and is satisfied at a point in time when promised products are accepted by the customers under ASC 606-10-25-30. The transaction price in the contract is fixed, as reflected in the sales order and invoice, and is irrecoverably established upon contract execution with no contingency tied to any future event Pursuant to ASC 606-10-55-36~40, the Company acts as principal as the Company (1) is the primary obligor responsible for fulfilling the promise to deliver the products to the customers; (2) bears inventory risk and customer credit risk;(3) has the ability to direct the use of, and obtain substantially all of the remaining benefits from, the products before they are transferred to the customer; (4) has discretion in establishing the selling price of the products\n\nRevenue from insurance business\n\nThe Company provides insurance agency services by acting as an intermediary to facilitate the purchase of insurance policies between policyholders and insurance companies. The Company generates revenue from agency service fees received from insurance companies upon successful completion of the placement. Each contract is assessed at inception and contains a single performance obligation, which is promised to facilitate the introduction and successful placement of the insurance policy between the policyholder and the insurance company. This performance obligation is distinct and separately identifiable from any other promises within the contract and is satisfied at a point in time when the policyholder accepts the insurance policy and the coverage becomes effective, pursuant to ASC 606-10-25-30. The transaction price in the contract is fixed, as reflected in the agency agreement and commission statement, and is irrecoverably established upon policy issuance with no contingency tied to any future event, except for standard policy cancellation provisions. Pursuant to ASC 606-10-55-36~40, the Company acts as an agent because the Company (1) is not primarily responsible for providing the insurance coverage; (2) does not bear insurance underwriting risk or inventory risk; (3) does not have the ability to direct the use of, or obtain substantially all of the remaining benefits from, the insurance policy before it is placed with the policyholder; and (4) does not have discretion in establishing the premium rates of the insurance products, which are set by the insurance companies. Therefore, the Company recognizes revenue on a net basis equal to the amount of agency service fee it is entitled to receive.\n\nThe contract liabilities of the Company consist of advance payments from customers. The contract liabilities are reported in a net position on a customer-by-customer basis at the end of each reporting period. Contract liabilities were recognized when the Company receives prepayment from customers resulting from sales contracts. Contract liabilities will be recognized as revenue when the products are delivered. As of September 30, 2025 and 2024, the Company record advance from customers of $3,142,515 and $489,784, respectively, which will be recognized as revenue upon delivery of the products sold.\n\nRefer to Note 15 for disaggregated revenue information.\n\nGovernment Grants\n\nGovernment grants are recognized when there is reasonable assurance that the attached conditions will be complied with. When the grant relates to an expense item, it is net against the expense and recognized in the consolidated statements of operations and comprehensive income over the period necessary to match the grant on a systematic basis to the related costs. Where the grant relates to an asset acquisition, it is recognized in the consolidated statements of operations and comprehensive income in proportion to the useful life of the related assets. Government grants received for the years ended September 30, 2025, 2024 and 2023 were $281,288, $92,883, and $66,177, respectively. As of September 30, 2025, and 2024, the deferred government grants were $320,186, and $213,112, respectively.\n\nSelling, General and Administrative, Research and Development Expenses\n\nSelling, general and administrative, research and development expenses primarily consist of salaries and benefits for employees, shipping expense, utilities, maintenance and repairs expenses, insurance expense, depreciation and amortization expenses, research and development expense, selling and marketing expenses, professional fees, and other operating expenses.\n\nF-18\n\n[Table of Contents](#TOC)\n\n​\n\nThe Company, its subsidiaries, the VIEs and VIEs’s subsidiaries expense all internal research costs as incurred, which primarily comprise employee costs, internal and external costs related to execution of studies, including manufacturing costs, facility costs of the research center, and amortization, depreciation of intangible assets and property and equipment used in the research and development activities. For the years ended September 30, 2025, 2024 and 2023, total selling, general and administrative, research and development expense were as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For the Years Ended**\n\n​\n\n​\n\n**September 30, **\n\n​\n\n​\n\n**2025**\n\n​\n\n**2024**\n\n​\n\n**2023**\n\nSelling expense\n\n  ​ ​ ​\n\n$\n\n735,031\n\n  ​ ​ ​\n\n$\n\n592,839\n\n  ​ ​ ​\n\n$\n\n961,679\n\nGeneral and administrative expense\n\n​\n\n \n\n17,485,423\n\n​\n\n \n\n2,724,188\n\n​\n\n \n\n2,831,444\n\nResearch and development expense\n\n​\n\n \n\n672,669\n\n​\n\n \n\n1,361,499\n\n​\n\n \n\n568,470\n\nTotal\n\n​\n\n$\n\n18,893,123\n\n​\n\n$\n\n4,678,526\n\n​\n\n$\n\n4,361,593\n\n​\n\nIncome Taxes\n\nThe Company, its subsidiaries, the VIEs and VIEs’s subsidiaries account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company, its subsidiaries, the VIEs and VIEs’s subsidiaries determine deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.\n\nThe Company, its subsidiaries, the VIEs and VIEs’s subsidiaries recognize deferred tax assets to the extent that we believe that these assets are more likely than not to be realized. In making such a determination, the Company, its subsidiaries, the VIEs and VIEs’s subsidiaries consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company, its subsidiaries, the VIEs and VIEs’s subsidiaries determine that they would be able to realize the deferred tax assets in the future in excess of their net recorded amount, they would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.\n\nThe Company, its subsidiaries, the VIEs and VIEs’s subsidiaries record uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) the Company, its subsidiaries, the VIEs and VIEs’s subsidiaries determine whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company, its subsidiaries, the VIEs and VIEs’s subsidiaries recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company does not believe that there were any uncertain tax positions as of September 30, 2025 and 2024.\n\n**Earnings per Share**\n\nThe Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common shares outstanding for the period. Diluted presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. On April 19, 2024, the company’s shareholders held a general meeting and passed a resolution on share consolidation at a ratio of five-for-one, effective on June 21, 2024. The related number of shares, shares authorized, shares issued and outstanding and earnings per share presented on the Company’s consolidated financial statements were retroactively adjusted to reflect the share consolidation. Thereafter, the amount of authorized ordinary shares, is 5,030,000,000 shares, the amount of ordinary shares issued and outstanding is 200,623,358 as of September 30, 2025. There were no other diluted shares for the years ended September 30, 2025, 2024 and 2023.\n\nF-19\n\n[Table of Contents](#TOC)\n\n​\n\nThe following table sets forth the computation of basic and diluted loss per share for the years ended September 30, 2025, 2024 and 2023:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For the Years ended September 30, **\n\n** **\n\n​\n\n**  ​ ​ ​**\n\n**2025**\n\n**  ​ ​ ​**\n\n**2024**\n\n**  ​ ​ ​**\n\n**2023**\n\n** **\n\nNumerator:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nNet loss attributable to ordinary shareholders\n\n​\n\n$\n\n(19,941,242)\n\n​\n\n$\n\n(1,442,830)\n\n​\n\n$\n\n(7,780,620)\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nDenominator:\n\n​\n\n \n\n​\n\n​\n\n \n\n​\n\n​\n\n \n\n​\n\n​\n\nWeighted-average number of ordinary shares outstanding – basic\n\n​\n\n \n\n113,261,317\n\n​\n\n \n\n7,226,480\n\n​\n\n \n\n7,226,480\n\n​\n\nWeighted-average number of ordinary shares outstanding – diluted\n\n​\n\n \n\n113,261,317\n\n​\n\n \n\n7,226,480\n\n​\n\n \n\n7,226,480\n\n​\n\nEarnings per share – basic\n\n​\n\n$\n\n(0.18)\n\n​\n\n$\n\n(0.20)\n\n​\n\n$\n\n(1.08)\n\n*\n\nEarnings per share – diluted\n\n​\n\n$\n\n(0.18)\n\n​\n\n$\n\n(0.20)\n\n​\n\n$\n\n(1.08)\n\n*\n\n* The shares and per share data are presented on a retroactive basis to reflect the Company’s Share Consolidation.\n\n​\n\nStock Based Compensation\n\nThe Company issued shares for key management personnels for the service rendered. Stock-based compensation is estimated at the grant date based on the fair value of the shares and is recognized as expense over the requisite service period of the award. The Company recognizes compensation cost on a straight-line basis over the requisite service period of the award, which is generally the award vesting term. The Company has elected to recognize forfeitures as incurred.\n\nForeign Currency Translation\n\nThe Company’s principal country of operations is the PRC. The financial position and results of its operations are determined using RMB, the local currency, as the functional currency. Our financial statements are reported using U.S. Dollars. The results of operations and the statement of cash flows denominated in currency other than U.S. Dollars are translated at the average rate of exchange during the reporting period. Assets and liabilities denominated in foreign currencies at the balance sheet date are translated at the applicable rates of exchange in effect at that date. The equity denominated in the functional currency is translated at the historical rate of exchange at the time of capital contribution. Because cash flows are translated based on the average translation rate, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheet. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component of accumulated other comprehensive income included in statement of changes in equity. Gains and losses from foreign currency transactions are included in the consolidated statements of operations and comprehensive income.\n\nThe value of RMB against US$ and other currencies may fluctuate and is affected by, among other things, changes in the PRC’s political and economic conditions. Any significant revaluation of RMB may materially affect the Company’s financial condition in terms of US$ reporting. The following table outlines the currency exchange rates that were used in creating the consolidated financial statements in this report:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**September 30, 2025**\n\n**  ​ ​ ​**\n\n**September 30, 2024**\n\n**  ​ ​ ​**\n\n**September 30, 2023**\n\nYear-end spot rate\n\n \n\nUS$1=RMB 7.1055\n\n \n\nUS$1=RMB 7.0074\n\n \n\nUS$1=RMB 7.2960\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nAverage rate\n\n \n\nUS$1=RMB 7.1628\n\n \n\nUS$1=RMB 7.1178\n\n \n\nUS$1=RMB 7.0533\n\n​\n\nFair Value of Financial Instruments\n\nThe Company records its financial assets and liabilities in accordance with the framework for measuring fair value in accordance with U.S GAAP. This framework establishes a fair value hierarchy that prioritizes the inputs used to measure fair value:\n\nLevel 1: Quoted prices for identical instruments in active markets.\n\nLevel 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.\n\nF-20\n\n[Table of Contents](#TOC)\n\n​\n\nLevel 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.\n\nCash and cash equivalents, restricted cash, accounts receivable, bank notes receivable, short term investment, advances to suppliers, other current assets, accounts payable, and accrued expenses and other payables approximate fair value because of the short maturity of those instruments. Based on comparable open market transactions, the fair value of the bank loans, lease liabilities, bank notes payable and other liabilities, including current maturities, approximated their carrying value as of September 30, 2025 and September 30, 2024, respectively.\n\nThe Company noted no transfers between levels during any of the periods presented.\n\nThe following is a reconciliation of the beginning and ending balance of the investment in securities measured at fair value on a recurring basis for the years ended September 30, 2025 and 2024:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**As of**\n\n**  ​ ​ ​**\n\n**As of**\n\n​\n\n​\n\n**September 30, **\n\n​\n\n**September 30, **\n\n​\n\n​\n\n**2025**\n\n​\n\n**2024**\n\nBeginning balance\n\n​\n\n$\n\n8,323,587\n\n​\n\n$\n\n13,943,019\n\nPurchase (Redemption)\n\n​\n\n \n\n370,518\n\n​\n\n \n\n(4,800,000)\n\nChange in fair value\n\n​\n\n \n\n(7,699,210)\n\n​\n\n \n\n(819,432)\n\nEnding balance\n\n​\n\n$\n\n994,895\n\n​\n\n$\n\n8,323,587\n\n​\n\nConcentrations and Credit Risk\n\nA majority of the Company, its subsidiaries, the VIEs and VIEs’s subsidiaries’ expense transactions are denominated in RMB and a significant portion of the Company and its subsidiaries, the VIEs and VIEs’s subsidiaries’ assets and liabilities are denominated in RMB. RMB is not freely convertible into foreign currencies. In the PRC, certain foreign exchange transactions are required by law to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (“PBOC”). Remittances in currencies other than RMB by the Company, its subsidiaries, the VIEs and VIEs’s subsidiaries in China must be processed through the PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to affect the remittance.\n\nAs of September 30, 2025 and 2024, $8,668,747 and $6,902,274 of the Company’s cash and cash equivalents and restricted cash were on deposit at financial institutions in the PRC which are protected under Deposit Protection Scheme in accordance with the Deposit Protection Scheme Ordinance. The maximum protection is up to RMB500,000 per depositor per Scheme member, including both principal and interest. Cash and cash equivalent of $10,989 and $1,048,805 were deposited at financial institutions in Hong Kong as of September 30, 2025 and 2024, which are insured by Hong Kong Deposit Board and subject to a certain limitation of HKD 500,000 (approximately $65,000). As of September 30, 2025 and 2024, $1,140,704 and $1,866,175 of the Company’s cash were on deposit at financial institutions in the U.S. which were insured by the FDIC subject to certain limitations. The Company has not experienced any losses in such accounts.\n\nSubstantially all of the Company’s sales are made to customers that are located in China. The Company has a concentration of its revenues and receivables with specific customers.\n\nFor the year ended September 30, 2025, one customer accounted for 17% of total revenue, respectively and one vendor accounted for 29% of the total purchase. As of September 30, 2025, one major customer’s account receivable accounted for 32% of the total account receivable, and two vendors accounted for 34% and 10% of the total accounts payable outstanding.\n\nFor the year ended September 30, 2024, two customers accounted for 16% and 12% of total revenue, respectively and two major vendors accounted for 12% and 10% of the total purchase, respectively. As of September 30, 2024, four major customer’s accounts receivable accounted for 38%, 25%, 16% and 14% of the total account receivable, respectively, and one vendor accounted for more than 16% of the total accounts payable outstanding.\n\nF-21\n\n[Table of Contents](#TOC)\n\n​\n\nFor the year ended September 30, 2023, two customers accounted for 15% and 14% of total revenue, respectively and no vendor accounted for more than 10% of total purchase. As of September 30, 2023, four major customer’s accounts receivable accounted for 31%, 19%, 11% and 10% of the total account receivable, respectively, and no vendor accounted for more than 10% of the total accounts payable outstanding.\n\nA loss of any of these customers or suppliers could adversely affect the operating results or cash flows of the Company.\n\nRecent Accounting Pronouncements\n\nIn July 2025, the FASB issued ASU 2025-05 - Financial Instruments—Credit Losses (Topic 326). The amendments in this Update provide (1) all entities with a practical expedient and (2) entities other than public business entities with an accounting policy election when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. An entity that elects the practical expedient and the accounting policy election, if applicable, should apply the amendments in this Update prospectively. The amendments will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. The Company is evaluating the impact of the adoption of this guidance.\n\nIn November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”. The amendments in this ASU are intended to improve financial reporting by requiring that public business entities disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. For interim and annual reporting periods, an entity shall disaggregate, in a tabular format disclosure in the notes to financial statements, all relevant expense captions presented on the face of the income statement in continuing operations into the purchases of inventory, employee compensation, depreciation, amortization, and depletion. This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The amendments in this Update should be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this Update or (2) retrospectively to any or all prior periods presented in the financial statements We are currently evaluating the impact the adoption of ASU 2024-03 will have on its consolidated financial statements and related disclosures.\n\nThe Company does not expect the adoption will have material impact on its consolidated financial statements.\n\nThe Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated financial position, statements of operations and cash flows.\n\n​\n\nNOTE 3 – ACCOUNTS RECEIVABLE, NET\n\nAccounts receivable consisted of the following:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**As of**\n\n**  ​ ​ ​**\n\n**As of**\n\n​\n\n​\n\n**September 30, 2025**\n\n​\n\n**September 30, 2024**\n\nTrade accounts receivable\n\n​\n\n$\n\n4,482,287\n\n​\n\n$\n\n1,678,806\n\nLess: allowances for credit loss\n\n​\n\n \n\n(228,658)\n\n​\n\n \n\n(135,646)\n\nAccounts receivable, net\n\n​\n\n$\n\n4,253,629\n\n​\n\n$\n\n1,543,160\n\n​\n\nF-22\n\n[Table of Contents](#TOC)\n\n​\n\nThe change of the credit loss for doubtful accounts are as follow:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**As of**\n\n**  ​ ​ ​**\n\n**As of**\n\n​\n\n** **\n\n**September 30, 2025**\n\n** **\n\n**September 30, 2024**\n\nBeginning balance\n\n \n\n$\n\n135,646\n\n \n\n$\n\n5,829\n\nAddition\n\n​\n\n​\n\n94,125\n\n​\n\n​\n\n127,568\n\nExchange rate difference\n\n​\n\n​\n\n(1,113)\n\n​\n\n​\n\n2,249\n\nEnding balance\n\n \n\n$\n\n228,658\n\n \n\n$\n\n135,646\n\n​\n\n​\n\nNOTE 4 – INVENTORIES, NET\n\nInventories consisted of the following:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**As of**\n\n**  ​ ​ ​**\n\n**As of**\n\n​\n\n​\n\n**September 30, 2025**\n\n​\n\n**September 30, 2024**\n\nRaw materials\n\n​\n\n$\n\n7,274,351\n\n​\n\n$\n\n2,327,285\n\nWork-in-progress\n\n​\n\n \n\n326,813\n\n​\n\n \n\n400,253\n\nFinished goods\n\n​\n\n \n\n12,502,051\n\n​\n\n \n\n2,322,150\n\nTotal inventories\n\n​\n\n$\n\n20,103,215\n\n​\n\n$\n\n5,049,688\n\n​\n\n​\n\n​\n\nNOTE 5 – OTHER CURRENT ASSETS\n\nOther current assets consisted of the following:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**As of**\n\n**  ​ ​ ​**\n\n**As of**\n\n​\n\n​\n\n**September 30, 2025**\n\n​\n\n**September 30, 2024**\n\nOther receivables\n\n​\n\n \n\n9,175,697\n\n​\n\n \n\n192,387\n\nInput VAT\n\n​\n\n​\n\n708,191\n\n​\n\n​\n\n702,073\n\nTotal other current assets\n\n​\n\n$\n\n9,883,888\n\n​\n\n$\n\n894,460\n\n​\n\n​\n\n​\n\nNOTE 6 – PROPERTY AND EQUIPMENT, NET\n\nProperty equipment, net consisted of the following:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**As of**\n\n**  ​ ​ ​**\n\n**As of**\n\n​\n\n​\n\n**September 30, 2025**\n\n​\n\n**September 30, 2024**\n\nProperty and Buildings\n\n​\n\n$\n\n13,250,484\n\n​\n\n$\n\n13,518,768\n\nMachinery and equipment\n\n​\n\n \n\n26,222,984\n\n​\n\n \n\n18,774,867\n\nAutomobiles\n\n​\n\n \n\n473,258\n\n​\n\n \n\n235,360\n\nOffice and electric equipment\n\n​\n\n \n\n748,121\n\n​\n\n \n\n193,294\n\nOthers\n\n​\n\n​\n\n313,978\n\n​\n\n​\n\n—\n\nSubtotal\n\n​\n\n \n\n41,008,825\n\n​\n\n \n\n32,722,289\n\nLess: accumulated depreciation\n\n​\n\n​\n\n(30,088,018)\n\n​\n\n​\n\n(24,112,010)\n\nLess: accumulated impairment\n\n​\n\n \n\n(196,449)\n\n​\n\n \n\n—\n\nProperty and equipment, net\n\n​\n\n$\n\n10,724,358\n\n​\n\n$\n\n8,610,279\n\n​\n\nDepreciation expense was $1,313,754, $1,135,383 and $1,077,376 for the years ended September 30, 2025, 2024 and 2023 respectively. Certain property have been pledged as collateral under the bank loan agreement as discussed in Note 9.\n\nDuring the year ended September 30, 2025, the Company recognized an impairment loss of $196,494 on certain items of property and equipment following management’s assessment of the recoverability of the related asset group. The impairment loss was recognized within QLS chengdu in the consolidated statements of operations. Following the impairment, the affected property and equipment were carried at their estimated fair value. The fair value is measured based on net realized value.\n\nF-23\n\n[Table of Contents](#TOC)\n\n​\n\nAs of September, 30, 2025, 2024 and 2023, Qilian Chengdu made advance payments for property and buildings acquisition for Nil, $660,571 and $634,442, respectively, which was recorded in prepayments for property and equipment on the consolidated balance sheets.\n\n​\n\nNOTE 7 – INTANGIBLE ASSETS, NET\n\nIntangible assets, net consisted of the following:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**As of**\n\n**  ​ ​ ​**\n\n**As of**\n\n​\n\n​\n\n**September 30, 2025**\n\n​\n\n**September 30, 2024**\n\nLand use rights\n\n​\n\n$\n\n4,168,167\n\n​\n\n$\n\n4,226,520\n\nSoftware\n\n​\n\n \n\n6,376,569\n\n​\n\n \n\n1,118,650\n\nLicense for drug manufacturing\n\n​\n\n \n\n56,293\n\n​\n\n \n\n57,082\n\nTotal\n\n​\n\n \n\n10,601,029\n\n​\n\n \n\n5,402,252\n\nLess: accumulated amortization\n\n​\n\n \n\n(6,113,448)\n\n​\n\n \n\n(862,905)\n\nIntangible assets, net\n\n​\n\n$\n\n4,487,581\n\n​\n\n$\n\n4,539,347\n\n​\n\nAmortization expense was $149,436, $101,846, and $65,688 for the years ended September 30, 2025, 2024 and 2023, respectively. The land use right was pledged for the bank loans. Refer to Note 9.\n\nEstimated future amortization expense for intangible assets is as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Amortization**\n\n**Year ending September 30,**\n\n​\n\n**expense**\n\n2026\n\n​\n\n \n\n113,777\n\n2027\n\n​\n\n​\n\n100,733\n\n2028\n\n​\n\n​\n\n100,507\n\n2029\n\n​\n\n​\n\n100,507\n\nThereafter\n\n​\n\n \n\n4,072,057\n\n​\n\n​\n\n$\n\n4,487,581\n\n​\n\n​\n\n​\n\nNOTE 8 – LONG-TERM INVESTMENT\n\nIn July 2017, Moshangfa acquired 40% ownership interest of JiuQuan Funong Biotech Co., Ltd (“Funong”) with a total investment amount of RMB3,300,000, which have been paid in the amount of RMB1,200,000 ($176,121 equivalent) in 2017, RMB1,658,750 ($253,596 equivalent) in 2018, and RMB441,250 ($64,165 equivalent) in 2019, respectively. The investment was accounted for using equity method. In December 2023, Mo Shangfa sold its 40% ownership interest of JiuQuan Funong Biotech Co., Ltd with a total amount of RMB3,300,000 ($470,931 equivalent) and recognized a loss on disposal of RMB721,410 ($101,354 equivalent).\n\nIn July 2024, Qilian International acquired 25% ownership interest of Caihou Capital (Shenzhen) Group Co., Ltd (“Caihou”) with a total investment amount of RMB25,000,000, which have been paid in the amount of RMB10,000,000 ($1,402,584 equivalent) in July 2024. The investment was accounted for using equity method. The remaining RMB 15 million was fully paid on October 28, 2024.\n\nOn June 26, 2025, the Company acquired YX Management Company Limited, which holds a 44.6715% equity interest in Fanhua Insurance Surveyors & Loss Adjusters Co., Ltd. (approximately RMB 61,200,000) through its subsidiary, GD Yunyue.\n\nF-24\n\n[Table of Contents](#TOC)\n\n​\n\nEquity method investment consisted of the following:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**As of** \n\n**  ​ ​ ​**\n\n**As of**\n\n​\n\n​\n\n**September 30, 2025**\n\n​\n\n**September 30, 2024**\n\nEquity method investment:\n\n \n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\nCost of equity method investment\n\n \n\n​\n\n12,159,595\n\n \n\n​\n\n4,038,588\n\nShare of results of associates\n\n \n\n​\n\n(632,350)\n\n \n\n​\n\n(204,648)\n\nLoss on disposal of Long term investment\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(101,354)\n\nProfit from equity method investment\n\n​\n\n​\n\n—\n\n​\n\n​\n\n160,032\n\nDividend Distribution received\n\n \n\n​\n\n—\n\n \n\n​\n\n(57,083)\n\nInvestment disposed\n\n​\n\n​\n\n—\n\n​\n\n​\n\n(470,931)\n\nExchange rate difference\n\n​\n\n​\n\n(31,952)\n\n​\n\n​\n\n(4,818)\n\nTotal long-term investment\n\n​\n\n$\n\n11,495,293\n\n​\n\n$\n\n3,359,786\n\n​\n\nThe change of share of results of associates are as follow:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**As of**\n\n**  ​ ​ ​**\n\n**As of**\n\n​\n\n​\n\n**September 30, 2025**\n\n​\n\n**September 30, 2024**\n\nBeginning balance\n\n​\n\n$\n\n204,648\n\n​\n\n$\n\n—\n\nAddition\n\n​\n\n \n\n427,702\n\n​\n\n \n\n204,648\n\nEnding balance\n\n​\n\n$\n\n632,350\n\n​\n\n$\n\n204,648\n\n​\n\n​\n\nNOTE 9 – BANK LOANS\n\nIn November 2024, Gansu QLS entered into a loan agreement with the Postal Savings Bank of China for a principal amount of RMB 5 million, bearing interest at an annual rate of 3.6% for a term of 1 year. In December 2024, it repaid RMB 4 million of the loan. In February 2025, Gansu QLS signed another loan agreement with the Postal Savings Bank of China for RMB 1 million, with an annual interest rate of 3.6% and a term of 1 year.\n\n​\n\nIn March 2025, Gansu QLS entered into a loan agreement with the Agricultural Bank of China for an amount of RMB 2 million, bearing interest at an annual rate of 3.6% for a term of 1 year. The credit is secured by the land use rights of Jiuquan Industrial Park (South Park).\n\n​\n\nIn January 2025, Chongqing entered into a loan agreement with Chongqing Rural Commercial Bank for an amount of RMB 3 million, bearing interest at an annual rate of 3.45% for a term of 1 year. Chengdu QLS provided a guarantee and collateral: Industrial premises at Plot T8-1/04(1), Tongnan High-Tech Zone (East Area), Property Ownership Certificate No.: Yu (2023) Tongnan District Real Estate Ownership Certificate No. 000280468 for this borrowing.\n\n​\n\nIn March 2025, Chongqing signed another loan agreement with Chongqing Rural Commercial Bank for RMB 4.5 million, with an annual interest rate of 3.45% and a term of 1 year. Chengdu QLS also provided a guarantee and collateral: Industrial premises at Plot T8-1/04(1), Tongnan High-Tech Zone (East Area), Property Ownership Certificate No.: Yu (2023) Tongnan District Real Estate Ownership Certificate No. 000280468 for this borrowing.\n\n​\n\n​\n\nNOTE 10 –TAXES\n\n**(a)**Corporate Income Taxes\n\nThe Company, its subsidiaries, the VIEs and VIEs’s subsidiaries are subject to income taxes on an entity basis on income arising in or derived from the tax jurisdiction in which each entity is domiciled.\n\nCayman Islands\n\nUnder the current tax laws of the Cayman Islands, the Company is not subject to tax on its income or capital gains. In addition, no Cayman Islands withholding tax will be imposed upon the payment of dividends by the Company to its shareholders.\n\nF-25\n\n[Table of Contents](#TOC)\n\n​\n\nHong Kong\n\nIn accordance with the relevant tax laws and regulations of Hong Kong, a company registered in Hong Kong is subject to income taxes within Hong Kong at the applicable tax rate on taxable income. From year of assessment of 2018/2019 onwards, Hong Kong profit tax rates are 8.25% on assessable profits up to HK$2,000,000, and 16.5% on any part of assessable profits over HK$2,000,000. However, the Company’s HK subsidiary did not generate any assessable profits arising in or derived from Hong Kong for the fiscal years ended September 30, 2025, 2024 and 2023, and accordingly no provision for Hong Kong profits tax has been made in these periods.\n\nChina\n\nThe WFOE, the VIEs and VIEs’s subsidiaries are all incorporated in the PRC and are subject to PRC income tax, which is computed according to the relevant laws and regulations in the PRC. Under the Corporate Income Tax Law of PRC, current corporate income tax rate of 25% is applicable to all companies, including both domestic and foreign-invested companies. However, according to Tax Preferential Policies for the Development of the Western Region and Chengdu QLS are eligible for a favorable income tax rate of 15% for the years ended September 30, 2025, 2024 and 2023. In accordance with the implementation rules of Corporate Income Tax Law of PRC, a qualified “High and New Technology Enterprise” (“HNTE”) is eligible for a preferential tax rate of 15% with HNTE certificate, subject to a requirement that they re-apply for HNTE status every three years. Gansu QLS is eligible for a favorable income tax rate of 15% for the years ended September 30, 2025, 2024 and 2023.\n\nThe Company’s PRC subsidiaries are subject to the PRC Enterprise Income Tax Law (“EIT Law”) and are taxed at the statutory income tax rate of 25%, unless otherwise specified.\n\nThe policy allowing Micro and Small Enterprises to calculate their taxable income at a reduced rate of 25% and pay corporate income tax at a rate of 20% is in effect until December 31, 2027.\n\nUnder the prevailing tax regulations effective from January 1, 2023 to December 31, 2027, for Small Low-Profit Enterprises (SLPEs) with an annual taxable income not exceeding RMB 3,000,000, the taxable income is calculated as 25% of the pre-tax income, and the enterprise income tax is paid at a 20% tax rate. This results in an effective income tax rate of 5%.\n\nIf the annual taxable income exceeds RMB 3,000,000, the enterprise is not eligible for the preferential treatment and is subject to the standard Enterprise Income Tax rate of 25% on its full taxable income.\n\nThe qualification as an SLPE is assessed annually. During the reporting period, all the Company’s affiliated entities except Gansu QLS, Moshangfa (Gansu) Bio-Fertilizer Technology Co., Ltd.,Chongqing, RONS Intelligent, RONS Sales and Qilian International Trading (Chengdu) Co., Ltd., met the criteria and were entitled to the preferential effective tax rate of 5%.\n\nLoss before income taxes is derived from the following jurisdiction:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For the Years ended**\n\n​\n\n​\n\n**September 30, **\n\n​\n\n  ​ ​ ​\n\n**2025**\n\n  ​ ​ ​\n\n**2024**\n\n  ​ ​ ​\n\n**2023**\n\nChina\n\n  ​ ​ ​\n\n$\n\n(1,233,694)\n\n  ​ ​ ​\n\n$\n\n(537,630)\n\n  ​ ​ ​\n\n$\n\n(1,725,034)\n\nHong Kong\n\n​\n\n \n\n898,398\n\n​\n\n \n\n3,694\n\n​\n\n \n\n—\n\nCayman Islands\n\n​\n\n​\n\n(19,602,928)\n\n​\n\n​\n\n(1,603,206)\n\n​\n\n​\n\n(6,177,870)\n\n**Total**\n\n​\n\n$\n\n(19,938,224)\n\n​\n\n$\n\n(2,137,142)\n\n​\n\n$\n\n(7,902,904)\n\n​\n\nSignificant components of the income tax expense/(benefit) were as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For the Years ended** \n\n​\n\n​\n\n**September 30, **\n\n​\n\n​\n\n**2025**\n\n​\n\n**2024**\n\n​\n\n**2023**\n\nCurrent income taxes\n\n  ​ ​ ​\n\n$\n\n106,962\n\n  ​ ​ ​\n\n$\n\n(211,402)\n\n  ​ ​ ​\n\n$\n\n15,622\n\nDeferred income taxes\n\n​\n\n \n\n170,828\n\n​\n\n \n\n(408,579)\n\n​\n\n \n\n203,544\n\n**Total**\n\n​\n\n$\n\n277,790\n\n​\n\n$\n\n(619,981)\n\n​\n\n$\n\n219,166\n\n​\n\nF-26\n\n[Table of Contents](#TOC)\n\n​\n\nDeferred income taxes reflect the net effects of temporary difference between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes.\n\nTemporary differences and carryforwards of the Company, its subsidiaries, the VIEs and VIEs’s subsidiaries that created significant deferred tax assets and liabilities are as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**As of** \n\n**  ​ ​ ​**\n\n**As of**\n\n​\n\n​\n\n**September 30, 2025**\n\n​\n\n**September 30, 2024**\n\nDeferred tax assets:\n\n \n\n​\n\n  ​\n\n \n\n​\n\n  ​\n\nAllowance for doubtful accounts and inventories provision\n\n​\n\n$\n\n198,376\n\n​\n\n$\n\n17,496\n\nNOL Carryforwards\n\n​\n\n \n\n—\n\n​\n\n \n\n392,296\n\nDeferred government grants\n\n​\n\n \n\n48,028\n\n​\n\n \n\n14,682\n\nTotal deferred tax assets\n\n​\n\n$\n\n246,404\n\n​\n\n$\n\n424,474\n\n​\n\nCurrent PRC EIT Law imposes a 10% withholding income tax for dividends distributed by foreign invested enterprises to their immediate holding companies outside the PRC. A lower withholding tax rate will be applied if there is a tax treaty arrangement between the PRC and the jurisdiction of the foreign holding company. Distributions to holding companies in Hong Kong that satisfy certain requirements specified by the PRC tax authorities, for example, will be subject to a 5% withholding tax rate.\n\nAs of September 30, 2025 and 2024, the Company had not recorded any withholding tax on the retained earnings of its foreign invested enterprises in the PRC, since the Company intends to reinvest its earnings to further expand its business in mainland China, and its foreign invested enterprises do not intend to declare dividends to their immediate foreign holding companies.\n\nAs of September 30, 2025 and 2024, there were no tax effect of temporary difference under ASC Topic 740 “Accounting for Income Taxes” that gives rise to deferred tax asset and liability.\n\nAll of the tax returns of WFOE, VIEs and VIEs’s subsidiaries remain open for statutory examination by PRC tax authorities for five years from the date of filing. The eligibility of favorable income tax rate is also subject to review by tax authority.\n\nThe following table reconciles the statutory rates to the Company, its subsidiaries, the VIEs and VIEs’s subsidiaries’ effective tax rate:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For the Years ended** \n\n \n\n​\n\n​\n\n**September 30, **\n\n \n\n​\n\n  ​ ​ ​\n\n**2025**\n\n  ​ ​ ​\n\n**2024**\n\n  ​ ​ ​\n\n**2023**\n\n \n\nChina Statutory income tax rate\n\n​\n\n25.0\n\n%  \n\n25.0\n\n%  \n\n25.0\n\n%\n\nEffect of favorable income tax rate in the PRC\n\n \n\n(1.4)\n\n%  \n\n7.4\n\n%  \n\n(2.6)\n\n%\n\nTax rate difference in jurisdictions other than PRC\n\n​\n\n(23.5)\n\n%  \n\n(18.7)\n\n%  \n\n(19.5)\n\n​\n\nR&D credit\n\n​\n\n(0.5)\n\n%  \n\n(9.7)\n\n%  \n\n1.8\n\n​\n\nEffect of NOL carryforward\n\n​\n\n0.0\n\n%  \n\n—\n\n%  \n\n—\n\n​\n\nDeferred tax provision\n\n​\n\n(0.9)\n\n%  \n\n26.8\n\n%  \n\n—\n\n​\n\nDeferred tax allowance\n\n​\n\n0.0\n\n%  \n\n—\n\n​\n\n(6.1)\n\n​\n\nPermanent difference\n\n \n\n(0.1)\n\n%  \n\n(1.8)\n\n%  \n\n(1.4)\n\n%\n\nEffective tax rate\n\n \n\n(1.4)\n\n%  \n\n29.0\n\n%  \n\n(2.8)\n\n%\n\n​\n\n**(b)**Taxes Payable\n\nThe Company, its subsidiaries, the VIEs and VIEs’s subsidiaries’ taxes payable consists of the following:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**September 30, **\n\n**  ​ ​ ​**\n\n**September 30, **\n\n​\n\n​\n\n**2025**\n\n​\n\n**2024**\n\nVAT tax payable\n\n​\n\n$\n\n179,410\n\n​\n\n$\n\n295,769\n\nCorporate income tax payable\n\n​\n\n \n\n713,153\n\n​\n\n \n\n1,166\n\nBusiness and other taxes payable\n\n​\n\n \n\n14,701\n\n​\n\n \n\n18,393\n\nTotal\n\n​\n\n$\n\n907,264\n\n​\n\n$\n\n315,328\n\n​\n\n​\n\nF-27\n\n[Table of Contents](#TOC)\n\n​\n\nNOTE 11 – RELATED PARTY TRANSACTIONS\n\nDuring the normal course of business, the VIEs and VIEs’s subsidiaries may make sales to affiliated companies controlled by its major shareholders or subsidiaries. For the years ended September 30, 2025, 2024 and 2023, the VIEs and VIEs’s subsidiaries made sales to affiliated companies in the amount of $635,532, $26,508, and Nil respectively. As of September 30, 2025 and 2024, the VIEs and VIEs’s subsidiaries had advance from affiliated company for $853,130 and $1,601,332, respectively, which is due on demand.\n\nNOTE 12 – LEASE\n\nFor the years ended September 30, 2025, 2024 and 2023, the lease expenses were $60,740, $Nil and $30,275, respectively.\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**As of**\n\n​\n\n**As of**\n\n** **\n\n​\n\n​\n\n**September 30, **\n\n​\n\n**September 30, **\n\n** **\n\n​\n\n​\n\n**2025**\n\n​\n\n**2024**\n\n** **\n\n**Operating Lease Assets:**\n\n \n\n​\n\n​\n\n​\n\n​\n\n  ​\n\n​\n\nOperating Lease right of use asset\n\n​\n\n$\n\n315,959\n\n​\n\n$\n\n—\n\n​\n\nTotal operating lease assets\n\n​\n\n \n\n315,959\n\n​\n\n \n\n—\n\n​\n\n**Operating lease obligations:**\n\n​\n\n \n\n​\n\n​\n\n \n\n​\n\n​\n\nCurrent operating lease liabilities\n\n​\n\n \n\n240,943\n\n​\n\n \n\n—\n\n​\n\nNon-current operating lease liabilities\n\n​\n\n \n\n79,311\n\n​\n\n \n\n—\n\n​\n\n**Total Lease liabilities**\n\n​\n\n$\n\n320,254\n\n​\n\n$\n\n—\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\nRemaining Lease Term Operating Lease\n\n​\n\n \n\n1.34 years\n\n​\n\n \n\n—\n\n​\n\nDiscount rate\n\n​\n\n \n\n3.00\n\n%\n\n \n\n—\n\n%\n\n​\n\nLease liability maturities as of September 30, are as follows:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Operating,**\n\n​\n\n​\n\n**lease**\n\n2026\n\n \n\n​\n\n246,666\n\n2027\n\n \n\n​\n\n79,692\n\nTotal minimum lease payments\n\n​\n\n$\n\n326,358\n\nLess: Imputed interest\n\n​\n\n \n\n(6,104)\n\nTotal\n\n​\n\n$\n\n320,254\n\n​\n\n​\n\n​\n\n​\n\nF-28\n\n[Table of Contents](#TOC)\n\n​\n\nNOTE 13 –SHAREHOLDERS’ EQUITY\n\nOrdinary Shares\n\nOn April 19, 2024, the company’s shareholders held a general meeting and passed a resolution on share consolidation at a ratio of five-for-one , effective on June 21, 2024. The related number of shares, shares authorized, shares issued and outstanding and earnings per share presented on the Company’s consolidated financial statements were retroactively adjusted to reflect the share consolidation. Our authorized share capital is US$41,916,750.50, divided into 5,000,000,000 Class A ordinary shares of par value of US$0.00833335 each, 20,000,000 Class B ordinary shares of par value of US$0.00833335 each, and 10,000,000 preferred shares of par value of US$0.00833335 each. All of our issued and outstanding Ordinary Shares are fully paid and non-assessable. Certificates representing the Ordinary Shares are issued in registered form.\n\nIn December 2024, the Company issued 69,995,661 Class A ordinary shares as consideration for the acquisition of AI Solutions and Insurance Business.\n\nOn March 20, 2025, the Company issued 1,072,500 Class A ordinary to Zhijiu Holdings Limited for stock-based compensation.\n\nIn April 2025, the Company issued 47,500,000 Class A ordinary shares as consideration for the acquisition of YX Management Company Limited.\n\nIn June 2025, the Company issued 16,663,427 Class A ordinary shares as consideration for the acquisition of HM Management Company Limited.\n\nUnderwriter Warrants\n\nIn connection with the Company’s IPO, the Company also agreed to issue to the underwriters and to register herein warrants to purchase up to a total of 300,000 ordinary shares of the Company (equal to 6% of the total number of Ordinary Shares sold in the IPO).\n\nThese warrants have warrant term of five years, with an exercise price of $5.50 per share (equal to 110% of the Company’s IPO offering price of $5.00 per share).\n\nThe warrants are exercisable at any time, and from time to time, in whole or in part, commencing July 10, 2021 and expiring on January 10, 2026. Management determined that these warrants meet the requirements for equity classification under ASC 815-40 because they are indexed to its own stock. As of September 30, 2025 and 2024, 300,000 underwriter warrants were issued and outstanding (none of the warrants has been exercised as of the date).\n\nStatutory Reserve\n\nWFOE, VIEs and VIEs’s subsidiaries are required to make appropriations to certain reserve funds, comprising the statutory surplus reserve and the discretionary surplus reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC (“PRC GAAP”). Appropriations to the statutory surplus reserve are required to be at least 10% of the after-tax net income determined in accordance with PRC GAAP until the reserve is equal to 50% of the entity’s registered capital. Appropriations to the voluntary surplus reserve are made at the discretion of the Board of Directors. As of September 30, 2025 and September 30, 2024, the balance of statutory reserve was $3,451,261 and $3,266,081, respectively.\n\n**Stock-based compensation**\n\nPursuant to the 2024 Equity Incentive Plan (the “Incentive Plan”) approved by the Board of Directors, a registration statement on Form S-8 was filed on April 11, 2024, covering 5,362,500 ordinary shares with a par value of $0.00166667 per share.\n\nDuring the year ended September 30, 2025, the Company granted 1,072,500 fully vested ordinary shares at a purchase price of $0.00833335 per share to certain employees under the Incentive Plan. The shares were irrevocably allocated to the employees and are held by an independent custodian solely in an administrative capacity on behalf of the employees.\n\n​\n\nF-29\n\n[Table of Contents](#TOC)\n\n​\n\nNOTE 14 – SEGMENT REPORTING\n\nASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments. The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. Management, including the chief operating decision maker, reviews operation results by the revenue of different products. Based on management’s assessment, the Company has determined that it has three operating segments as defined by ASC 280.\n\nThe Company, its subsidiaries, the VIEs and VIEs’s subsidiaries mainly manufactures and distributes diversified pharmaceutical and allied products, AI Solutions and Insurance Business in China. Currently no revenue is derived from international markets. The following table presents segment information for years ended September 30, 2025, 2024 and 2023, respectively:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For the Years ended September 30, 2025**\n\n​\n\n​\n\n**Diversified**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Pharmaceutical**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**and Allied**\n\n​\n\n​\n\n​\n\n​\n\n**Insurance**\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\n**Products**\n\n  ​ ​ ​\n\n**AI Solutions**\n\n  ​ ​ ​\n\n**Business**\n\n  ​ ​ ​\n\n**Total**\n\nRevenue\n\n  ​ ​ ​\n\n$\n\n23,591,893\n\n  ​ ​ ​\n\n​\n\n3,362,732\n\n  ​ ​ ​\n\n​\n\n10,964,800\n\n  ​ ​ ​\n\n​\n\n37,919,425\n\nCost of revenue\n\n​\n\n \n\n20,896,423\n\n​\n\n \n\n1,868,683\n\n​\n\n \n\n8,842,860\n\n​\n\n \n\n31,607,966\n\nGross profit\n\n​\n\n$\n\n2,695,470\n\n​\n\n​\n\n1,494,049\n\n​\n\n​\n\n2,121,940\n\n​\n\n​\n\n6,311,459\n\nDepreciation and amortization\n\n​\n\n$\n\n1,393,233\n\n​\n\n​\n\n66,913\n\n​\n\n​\n\n3,044\n\n​\n\n​\n\n1,463,190\n\nCapital expenditures\n\n​\n\n$\n\n2,030,607\n\n​\n\n​\n\n141,390\n\n​\n\n​\n\n14,907\n\n​\n\n​\n\n2,186,904\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For the Years ended September 30, 2024**\n\n​\n\n​\n\n**Diversified**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Pharmaceutical**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**and Allied**\n\n​\n\n​\n\n​\n\n​\n\n**Insurance**\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\n**Products**\n\n  ​ ​ ​\n\n**AI Solutions**\n\n  ​ ​ ​\n\n**Business**\n\n  ​ ​ ​\n\n**Total**\n\nRevenue\n\n  ​ ​ ​\n\n$\n\n25,097,951\n\n  ​ ​ ​\n\n$\n\n—\n\n  ​ ​ ​\n\n​\n\n—\n\n  ​ ​ ​\n\n$\n\n25,097,951\n\nCost of revenue\n\n​\n\n \n\n20,983,196\n\n​\n\n \n\n—\n\n​\n\n \n\n—\n\n​\n\n \n\n20,983,196\n\nGross profit\n\n​\n\n$\n\n4,114,755\n\n​\n\n$\n\n—\n\n​\n\n​\n\n—\n\n​\n\n$\n\n4,114,755\n\nDepreciation and amortization\n\n​\n\n$\n\n1,237,230\n\n​\n\n$\n\n—\n\n​\n\n​\n\n—\n\n​\n\n$\n\n1,237,230\n\nCapital expenditures\n\n​\n\n$\n\n3,931,471\n\n​\n\n$\n\n—\n\n​\n\n​\n\n—\n\n​\n\n$\n\n3,931,471\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**For the Years ended September 30, 2023**\n\n​\n\n​\n\n**Diversified**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**Pharmaceutical**\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**and Allied**\n\n​\n\n​\n\n​\n\n​\n\n**Insurance**\n\n​\n\n​\n\n​\n\n​\n\n  ​ ​ ​\n\n**Products Diversified**\n\n  ​ ​ ​\n\n**AI Solutions**\n\n  ​ ​ ​\n\n**Business**\n\n  ​ ​ ​\n\n**Total**\n\nRevenue\n\n  ​ ​ ​\n\n$\n\n46,471,478\n\n  ​ ​ ​\n\n$\n\n—\n\n  ​ ​ ​\n\n​\n\n—\n\n  ​ ​ ​\n\n$\n\n46,471,478\n\nCost of revenue\n\n​\n\n \n\n44,719,984\n\n​\n\n \n\n—\n\n​\n\n \n\n—\n\n​\n\n \n\n44,719,984\n\nGross profit\n\n​\n\n$\n\n1,751,494\n\n​\n\n$\n\n—\n\n​\n\n​\n\n—\n\n​\n\n$\n\n1,751,494\n\nDepreciation and amortization\n\n​\n\n$\n\n1,143,064\n\n​\n\n$\n\n—\n\n​\n\n​\n\n—\n\n​\n\n$\n\n1,143,064\n\nCapital expenditures\n\n​\n\n$\n\n3,714,089\n\n​\n\n$\n\n—\n\n​\n\n​\n\n—\n\n​\n\n$\n\n3,714,089\n\n​\n\n​\n\n​\n\n​\n\nF-30\n\n[Table of Contents](#TOC)\n\n​\n\n**NOTE 15 – THE ACQUISITION OF THE Company of AI Solutions and Insurance Business, YX Management Company Limited, Yang Lou Dong, HM Management Company Limited**\n\n**THE acquisition of the Company of AI Solutions and Insurance Business**\n\nOn November 1, 2024, BGM Group Ltd (the “Company”), entered into share subscription agreements (the “Share Subscription Agreements”) separately with each of Ahanzhai Development Co., Ltd, a British Virgin Islands company (“Ahanzhai Development”), and LX Management Company Limited, a Hong Kong company (“LX Management”). Pursuant to the Share Subscription Agreements, the Company agreed to issue to Ahanzhai Development and LX Management 10,200,000 and 9,800,000 Class B ordinary shares of par value of US$0.00833335 each of the Company (the “Subscription Shares”, each “a Subscription Share”), respectively. The purchase price per Subscription Share is US$0.05 and Ahanzhai Development and LX Management agreed to pay to the Company a total consideration of US$510,000 and US$490,000, respectively. The Subscription Shares were distributed to LX Management Company Limited and Ahanzhai Development Co., Ltd on November 27,2024 and December 16,2024, respectively. A total amount of US$1 million proceeds was received by the Company on December 19, 2024.\n\nOn 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 AIFU 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.\n\nPursuant 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.\n\nOn December 27, 2024, BGM Group Ltd acquired 100% of the equity in RONS Intelligent, Shenzhen Xinbao, RONS Sales and Shenzhen Baowang, at a consideration of $139,991,322. On the acquisition date, net asset of the Company of AI Solutions and Insurance was $4,049,418, resulted in goodwill of $135,941,904. The closing balance of goodwill for September 30, 2025 is $137,545,159 due to the impact of exchange rates.\n\n**The acquisition OF YX Management Company Limited**\n\nOn March 18, 2025, BGM Group Ltd (the “Company”), entered into a transaction agreement (the “Transaction Agreement”) with YX Management Company Limited, a company duly incorporated under the laws of Hong Kong, Martline Limited, Cymatrix Limited, Innovo Limited and Techvovo Limited, the existing shareholders holding 100% equity securities of YX Management Company Limited.\n\nPursuant to the Transaction Agreement, the Company agreed to purchase from the Sellers, 100% of the equity interest of the YX Management Company Limited Company, for a consideration of a total of 47,500,000 Class A ordinary shares of a par value of US$0.00833335 each 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 Sellers 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 (as defined below), each of Yunyue Consultant Management (Shenzhen) Co., Ltd. (“Yunyue SZ”), a limited liability company duly incorporated under the laws of the PRC and currently a wholly owned subsidiary of YX Management Company Limited, Guangdong Yunyue Investment Co., Ltd. (“GD Yunyue”), a limited liability company duly incorporated under the laws of the PRC and currently a wholly owned subsidiary of Yunyue SZ, and Hanzhou Yaoyixing Technology Co., Ltd. (“Yaoyixing”), a limited liability company duly incorporated under the laws of the PRC and currently a wholly owned subsidiary of GD Yunyue, will become a wholly owned subsidiary of YX Management Company Limited. In addition, save as the exceptions as stipulated in the Transaction Agreement, the Sellers agreed to not directly or indirectly sell or otherwise transfer any Consideration Shares at any time on or before the expiry of a 60-month period after the Closing. The Transaction Agreement also contained customary representations, warranties and agreements of the Company and the Sellers, as well as customary indemnification rights and obligations of the parties.\n\nF-31\n\n[Table of Contents](#TOC)\n\n​\n\nOn april 28, 2025, BGM Group Ltd acquired 100% of the equity in YX Management Company Limited at a consideration of $95,000,000. On acquisition date, the net asset of the Company of YX Management Company Limited was $2,305,525, resulting in goodwill of $92,694,475. The closing balance of goodwill for September 30, 2025 is $93,983,366 due to the impact of exchange rates.\n\n**The acquisition of Yang Lou Dong**\n\nOn April 21, 2025, BGM Group Ltd (the “Company”), entered into a transaction agreement (the “Transaction Agreement”) with Wonder Dragon Global Limited, a business company duly incorporated under the laws of the British Virgin Islands, Yang Lou Dong International Limited Management Company Limited, a company duly incorporated under the laws of Hong Kong and a wholly owned subsidiary of Yang Lou Dong International Limited Management Company Limited (“Yang Lou Dong”), and Success Myth Limited, the existing sole shareholder holding 100% equity securities of Yang Lou Dong.\n\nPursuant to the Transaction Agreement, the Company agreed to purchase from the Seller, 100% of the equity interest of Yang Lou Dong, for a consideration of a total of 38,165,290 Class A ordinary shares of a par value of US$0.00833335 each of the Company (the “Consideration Shares”), at a purchase price of US$2.0 per share of the Consideration Shares. Save as the exceptions as stipulated in the Transaction Agreement, the Seller agreed to not directly or indirectly sell or otherwise transfer any Consideration Shares at any time on or before the expiry of a 60-month period after the Closing. The Transaction Agreement also contained customary representations, warranties and agreements of the Company and the Seller, as well as customary indemnification rights and obligations of the parties.\n\nOn May 20, 2025, BGM Group Ltd acquired 100% of the equity in Yang Lou Dong at a consideration of $76,330,580. On acquisition date, the net asset of Yang Lou Dong was $78,699, resulting in goodwill of $76,409,279. The closing balance of goodwill for September 30, 2025 is $77,350,731 due to the impact of exchange rates.\n\n**The acquisition of HM Management Company Limited**\n\nOn May 2, 2025, BGM Group Ltd (the “Company”) entered into a transaction agreement (the “Transaction Agreement”) with HM Management Company Limited (“HM Management”), a company duly incorporated under the laws of Hong Kong, Catch Group Limited, a company duly incorporated under the laws of the British Virgin Islands (“Catch”), Expansion Group Limited, a company duly incorporated under the laws of the British Virgin Islands (“Expansion”, collectively referred to as the “Sellers” with Catch), HM Consultant Management (Shenzhen) Co., Limited, a company duly incorporated under the PRC laws, Beijing Shuda Technology Co., Ltd., a company duly incorporated under the PRC laws (“Beijing Shuda”) and New Media Star Technology (Shenzhen) Co., Ltd., a company duly incorporated under the PRC laws (“New Media Star”), with Beijing Shuda and New Media Star as the wholly-owned subsidiaries of HM Management.\n\nPursuant to the Transaction Agreement, the Company agreed to purchase from HM Management Company Limited, 100% of the equity interest of HM Management, for a consideration of a total of 16,663,427 Class A ordinary shares of a par value of US$0.00833335 each of the Company (the “Consideration Shares”), at a purchase price of US$2.50 per share of the Consideration Shares. Save as the exceptions as stipulated in the Transaction Agreement, the Sellers agreed to not directly or indirectly sell or otherwise transfer any Consideration Shares at any time on or before the expiry of a 60-month period after the Closing (as defined below). The Transaction Agreement also contained customary representations, warranties and agreements of the Company and the Sellers, as well as customary indemnification rights and obligations of the parties.\n\nOn June 26, 2025, BGM Group Ltd acquired 100% of the equity in HM Management Company Limited at a consideration of $41,658,568. On acquisition date, the net asset of HM Management Company Limited was $19,491, resulting in goodwill of $41,639,077. The closing balance of goodwill for September 30, 2025 is $41,970,174 due to the impact of exchange rates.\n\n​\n\n​\n\nF-32\n\n[Table of Contents](#TOC)\n\n​\n\nNOTE 16 –COMMITMENTS\n\nThe following table sets forth our contractual obligations as of september 30, 2025:\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n​\n\n**  ​ ​ ​**\n\n**Total**\n\n**  ​ ​ ​**\n\n**2026**\n\n**  ​ ​ ​**\n\n**2027**\n\nOperating lease commitments under lease agreements\n\n​\n\n$\n\n306,370\n\n​\n\n$\n\n246,666\n\n​\n\n$\n\n59,704\n\nCapital commitment\n\n​\n\n$\n\n1,034,107\n\n​\n\n$\n\n517,054\n\n​\n\n$\n\n517,053\n\n​\n\n​\n\nNOTE 17 – SUBSEQUENT EVENTS i\n\nOn May 15, 2026, BGM Group Ltd (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain investors (the “Investors”) for a private placement (the “Private Placement”) of 200,000,000 Class A ordinary shares of par value US$0.00833335 per share (the “Class A Ordinary Shares”) at the subscription price of US$0.06 per Class A Ordinary Share (the “Per Share Purchase Price”) and warrants to purchase up to an aggregate of 200,000,000 Class A Ordinary Shares (the “Warrants”).\n\n​\n\nF-33"}