Exhibit 99.2
INDEX TO FINANCIAL STATEMENTS
U-BX TECHNOLOGY LTD.
TABLE OF CONTENTS
F-1
U-BX TECHNOLOGY LTD.
CONSOLIDATED BALANCE SHEETS (unaudited)
| December 31, 2024 | June 30, 2024 | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Advances to suppliers, net | ||||||||
| Prepayments and other current assets, net | ||||||||
| Total current assets | ||||||||
| Non-current Assets | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Right-of-use assets | ||||||||
| Other assets | ||||||||
| Total non-current assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Short-term loans | $ | $ | ||||||
| Accounts payable | ||||||||
| Taxes payables | ||||||||
| Accruals and other liabilities | ||||||||
| Amounts due to a related party | ||||||||
| Operating lease liabilities – current portion | ||||||||
| Total current liabilities | ||||||||
| Non-current Liabilities | ||||||||
| Operating lease liabilities | ||||||||
| Deferred tax liabilities | ||||||||
| Total non-current liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingencies (Note 13) | ||||||||
| Shareholders’ Equity | ||||||||
| Ordinary shares ($ | ||||||||
| Additional paid-in-capital | ||||||||
| Statutory reserves | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total shareholders’ equity | ||||||||
| Total liabilities and shareholders’ equity | $ | $ | ||||||
| * |
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
F-2
U-BX TECHNOLOGY LTD.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (unaudited)
| For the Six Months Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Revenues | $ | $ | ||||||
| Cost of revenues | ( | ) | ( | ) | ||||
| Gross profit | ||||||||
| Operating expenses: | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Total operating expenses | ( | ) | ( | ) | ||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expenses): | ||||||||
| Interest income | ||||||||
| Interest expenses | ( | ) | ( | ) | ||||
| Gain on deconsolidation of a subsidiary | ||||||||
| Other (expenses) income, net | ( | ) | ||||||
| Total other income, net | ||||||||
| Income (loss) before income taxes | ( | ) | ||||||
| Income tax expense | ( | ) | ( | ) | ||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Comprehensive loss | ||||||||
| Foreign currency translation loss | ( | ) | ( | ) | ||||
| Comprehensive income (loss) attributable to shareholders | $ | $ | ( | ) | ||||
| Loss per ordinary share | ||||||||
| Basic and diluted | $ | $ | ( | ) | ||||
| Weighted average number of ordinary shares outstanding | ||||||||
| Basic and diluted* | ||||||||
| * |
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
F-3
U-BX TECHNOLOGY LTD.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE SIX MONTHS PERIOD ENDED DECEMBER 31, 2023 AND 2024 (unaudited)
| Ordinary shares | Subscription | Additional paid-in | Statutory | Accumulated | Accumulated other comprehensive | Total shareholders’ | ||||||||||||||||||||||||||
| Shares* | Amount | receivable | capital | reserves | deficit | income (loss) | Equity | |||||||||||||||||||||||||
| Balance as of July 1, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||
| Issuance of ordinary shares for cash | ||||||||||||||||||||||||||||||||
| Net (loss) | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||||||||||
| Balance as of December 31, 2023 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||
| Ordinary shares | Subscription | Additional paid-in | Statutory | Accumulated | Accumulated other comprehensive | Total shareholders’ | ||||||||||||||||||||||||||
| Shares* | Amount | receivable | capital | reserves | deficit | income (loss) | Equity | |||||||||||||||||||||||||
| Balance as of July 1, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||
| Issuance of ordinary shares for cash | ||||||||||||||||||||||||||||||||
| Net income | - | |||||||||||||||||||||||||||||||
| Reversal of statutory reserves | - | ( | ) | |||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Balance as of December 31, 2024 | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||
| * |
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
F-4
U-BX TECHNOLOGY LTD.
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
| For the Six Months Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Cash flows from operating activities | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Gain on deconsolidation of a subsidiary | ( | ) | ||||||
| Depreciation and amortization | ||||||||
| Amortization of right-of-use assets | ||||||||
| Change in allowance for credit losses | ( | ) | ||||||
| Change in allowance for doubtful accounts | ( | ) | ||||||
| Deferred income taxes | ||||||||
| Changes in operating assets and liabilities: | ( | ) | ||||||
| Accounts receivable | ||||||||
| Advance to suppliers | ( | ) | ( | ) | ||||
| Prepayments and other current assets | ( | ) | ( | ) | ||||
| Other non-current assets | ( | ) | ||||||
| Accounts payable | ||||||||
| Advance from customers | ( | ) | ||||||
| Taxes payable | ||||||||
| Accruals and other current payables | ( | ) | ( | ) | ||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Cash flows from investing activities | ||||||||
| Purchase of property and equipment | ( | ) | ||||||
| Collection of loans to third parties | ||||||||
| Net cash provided by (used in) investing activities | ( | ) | ||||||
| Cash flows from financing activities | ||||||||
| Issuance of ordinary shares f | ||||||||
| Proceeds from short-term loan | ||||||||
| Repayments of short-term loan | ( | ) | ( | ) | ||||
| Net cash provided by financing activities | ||||||||
| Effect of foreign exchange rate on cash | ( | ) | ||||||
| Net increase in cash | ||||||||
| Cash at the beginning of the period | ||||||||
| Cash at the end of the period | $ | $ | ||||||
| Supplemental disclosures of cash flow information: | ||||||||
| Interest paid | $ | $ | ||||||
| Income taxes paid | $ | $ | ||||||
| Non-cash investing and financing activities | ||||||||
| Operating lease right-of-use assets obtained in exchange for operating lease liabilities | ||||||||
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
F-5
U-BX TECHNOLOGY LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except for number of shares, or otherwise noted)
NOTE 1 — ORGANIZATION AND BUSINESS DESCRIPTION
U-BX Technology Ltd. (“U-BX”) is an exempted company incorporated under the laws of the Cayman Islands on June 30, 2021. U-BX does not conduct any substantive operations on its own but instead conducts its business operations through its subsidiaries.
U-BX together with its subsidiaries (the “Company”) primarily provide value-added services using artificial intelligence-driven technology to businesses within the insurance industry in PRC.
In order to raise capital through an initial public offering in the United States, UB-X has undertaken a series of transactions (the “Reorganization”):
On July 14, 2021, U-BX formed its a wholly owned subsidiary, Snailinsur Group Limited (“U-BX HK”) in Hong Kong. On July 23, 2021, U-BX HK formed its wholly owned subsidiary, Beijing Lianghua Technology Co., Limited (“WFOE Beijing”) in PRC.
On August 16, 2021, WFOE Beijing entered into a series of contractual arrangements with the owners of U-BX Beijing. These agreements included a Consulting and Service Agreement, a Business Operation Agreement, an Equity Pledge Agreement, an Exclusive Call Option Agreement and Shareholder Voting Proxy Agreement (collectively “VIE Agreements”). Pursuant to the VIE Agreements, WFOE Beijing has the exclusive right to provide Youjiayoubao (Beijing) Technology Co., Limited (“U-BX Beijing”) with comprehensive technical support, consulting services and other services in relation to the Principal Business during the term of this Agreement. All the above contractual arrangements obligate WFOE Beijing to absorb a majority of the risk of loss from the business activities of U-BX Beijing and entitle WFOE Beijing to receive a majority of their residual returns. In essence, WFOE Beijing has gained effective control over U-BX Beijing.
On February 20, 2022, with
approval of WFOE Beijing and approval of the sole executive director of U-BX Beijing, U-BX Beijing issued
U-BX together with its subsidiaries were effectively controlled by the same shareholders before and after the reorganization and therefore the Reorganization was considered under common control and included at their historical carrying values. The consolidation has been prepared on the basis as if the reorganization had become effective as of the beginning of the first period presented in the consolidated financial statements.
F-6
U-BX TECHNOLOGY LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except for number of shares, or otherwise noted)
NOTE 1 — ORGANIZATION AND BUSINESS DESCRIPTION (cont.)
U-BX, U-BX HK, the WFOEs, U-BX Suzhou, U-BX Beijing and its subsidiaries (the “Company”) primarily provide value-added services using artificial intelligence-driven technology to businesses within the insurance industry in PRC.
As of December 31, 2024, the Company’s principal subsidiaries are as follows:
| Name of Entity | Date of Incorporation | Place of Incorporation | % of Ownership | Principal Activities | ||||
| Hong Kong Snailinsur Group Limited (“U-BX HK”) | ||||||||
| Beijing Lianghua Technology Co Ltd (“WFOE Beijing”) | ||||||||
| Youjiayoubao (Beijing) Technology Co., Ltd. (“U-BX Beijing”) | ||||||||
| Rudongyoujia Smart Technology Co., Ltd. (“RDYJ”) | ||||||||
| Jiangsu Jingmo Technology Co., Ltd. (“Jiangsu Jingmo”) | ||||||||
| Jiangsu Youjiayouche Technology Co., Ltd. (“Jiangsu YJYC”) | ||||||||
| Suzhou Lianghua Technology Co., Ltd. (“WFOE Suzhou”) | ||||||||
| Suzhou Youjiayoubao Technology Co., Ltd. (“U-BX Suzhou”) | ||||||||
| Zhejiang JZSC Enterprise Management Co., Ltd. (“WFOE Zhejiang”) | ||||||||
| JZSC Technology Co., Ltd. (“JZSC Technology”) |
In October 2024, RDYJ, a wholly owned subsidiary of the Company, completed
its liquidation process with the State Administration for Industry and Commerce, resulting in a loss of control and deconsolidation, no
proceeds were received. The deconsolidation resulted in a gain of $
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and have been consistently applied for information pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”).
In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures necessary for a fair presentation of these interim consolidated financial statements have been included. The results reported in the consolidated financial statements for any interim periods are not necessarily indicative of the results that may be reported for the entire year. The accompanying consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission and do not include all information and footnotes necessary for a complete presentation of financial statements in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”).
Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in elsewhere in this interim report.
F-7
U-BX TECHNOLOGY LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except for number of shares, or otherwise noted)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Principles of consolidation
The unaudited condensed consolidated financial statements include the financial statements of the Company and its wholly-owned subsidiaries. All transactions and balances between the Company and its subsidiaries have been eliminated upon consolidation.
Use of estimates
The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires the management to make estimates and assumptions that affect the reported amounts of assets and liabilities and 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. These estimates and judgments are based on historical information, information that is currently available to the Company and on various other assumptions that the Company believes to be reasonable under the circumstances. Significant estimates required to be made by management, include, but are not limited to, the assessment of the allowance for doubtful accounts, depreciable lives of property and equipment, and realization of deferred tax assets. Actual results could differ from those estimates.
Functional currency and foreign currency translation
The functional currencies of the Company are the local currency of the county in which the subsidiaries operate. The Company’s financial statements are reported using U.S. Dollars. The results of operations and the unaudited condensed consolidated statements of cash flows denominated in foreign currencies are translated at the average rates 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 on that date. The equity denominated in the functional currencies is translated at the historical rates of exchange at the time of capital transactions. Because cash flows are translated based on the average translation rates, amounts related to assets and liabilities reported on the unaudited condensed consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets. Translation adjustments arising from the use of different exchange rates from period to period are included as a separate component in accumulated other comprehensive income (loss) included in unaudited condensed consolidated statements of changes in shareholders' equity. Gains and losses from foreign currency transactions are included in the unaudited condensed consolidated statements of operations and comprehensive income (loss).
Since the Company operates primarily in the PRC, the Company’s functional currency is the Chinese Yuan (“RMB”). The Company’s unaudited condensed consolidated financial statements have been translated into the reporting currency of U.S. Dollars (“$”). The RMB is not freely convertible into foreign currency. 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”). No representation is made that the RMB amounts could have been, or could be, converted into $ at the rates used in the translation.
The exchange rates as of December 31, 2024 and June 30, 2024 and for the six months ended December 31, 2024 and 2023 are as follows:
| December 31, | June 30, | For the Six Months Ended December 31, | ||||||||||||||
| 2024 | 2024 | 2024 | 2023 | |||||||||||||
| Foreign currency | Balance Sheet | Balance Sheet | Profits/Loss | Profits/Loss | ||||||||||||
| RMB:1USD | ||||||||||||||||
Cash
Cash include cash on hand and demand deposits in accounts maintained with commercial banks. The Company maintains its bank accounts in Mainland China and United States., which RMB is not a freely convertible currency in China.
F-8
U-BX TECHNOLOGY LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except for number of shares, or otherwise noted)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Accounts receivable, net
The Company adopted Accounting Standards Codification (“ASC”) 326 on July 1, 2022. Accounts receivables are presented net of an allowance for credit losses. The Company maintains an allowance for credit losses in accordance with ASC 326 and records the allowance for credit losses as an offset to assets such as accounts receivable, and the estimated credit losses charged to the allowance is classified as “General and administrative expenses”. The Company assesses collectability by reviewing receivables on a collective basis where similar characteristics exist, primarily based on size, nature and on an individual basis when identify specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status, the age of the receivable balances, credit quality of the Company’s customer based on ongoing credit evaluations, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Company’s ability to collect from customers. Bad debts are written off as incurred.
Advances to suppliers, net
Advances to suppliers consist of advances to suppliers for services that have not been provided or received. The Company reviews its advances to suppliers on a periodic basis and makes general and specific allowances when there is doubt as to the ability of a supplier to provide supplies to the Company or refund an advance.
Property and equipment
Property and equipment are
carried at cost and are depreciated on the straight-line basis over the estimated useful lives of the underlying assets. The cost of repairs
and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of,
the cost and accumulated depreciation and amortization are removed from the accounts, and any resulting gains or losses are included in
income in the year of disposition. The Company examines the possibility of decreases in the value of its property and equipment, when
events or changes in circumstances reflect the fact that their recorded value may not be recoverable. Depreciation expense was $
Estimated useful lives are as follows, taking into account the assets’ estimated residual value:
| Category | Estimated useful lives | |
| Office equipment | ||
| Furniture and fixtures |
F-9
U-BX TECHNOLOGY LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except for number of shares, or otherwise noted)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Intangible assets
Intangible assets consist primarily of the computer software. Intangible assets are stated at cost less accumulated amortization. Intangible assets are amortized using the straight-line method.
| Computer software |
Fair value of financial instruments
Financial Accounting Standards Board (“FASB”) ASC Section 825-10 requires certain disclosures regarding the fair value of financial instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
| ● | Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. |
| ● | Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted market prices for identical or similar assets in markets that are not active, inputs other than quoted prices that are observable and inputs derived from or corroborated by observable market data. |
| ● | Level 3 — inputs to the valuation methodology are unobservable. |
Unless otherwise disclosed, the fair value of the Company’s financial instruments including cash, accounts receivable, and other current assets, short-term loans, accounts payable, due to related parties, and accrued expenses and other current liabilities approximate their recorded values due to their short-term maturities.
The Company’s non-financial assets, such as property and equipment would be measured at fair value only if they were determined to be impaired.
Leases
The Company accounted for leases in accordance with ASC Topic 842, Leases. The Company determines if an arrangement is a lease at inception. All the Company’s leases are operating leases. Operating lease right-of-use (“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. As most of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate (“IBR”), which is prevalent lending prime 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 and excludes lease incentives and includes initial direct costs incurred. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expenses for minimum lease payments are recognized on a straight-line basis over the lease term. All operating lease right-of-use assets are reviewed for impairment annually. There was no impairment for operating lease right-of-use lease assets for the six months ended December 31, 2024 and 2023.
The Company elected not to record assets and liabilities on its consolidated balance sheet for lease arrangements with terms of 12 months or less. The Company recognizes lease expenses for such lease on a straight-line basis over the lease term
Revenue recognition
The Company recognizes revenue per FASB ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”) for all periods presented. According to ASC 606, revenue is recognized when control of the promised goods or services is transferred to the customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company determines revenue recognition through the following steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation. We assess our revenue arrangements against specific criteria in order to determine if it is acting as principal or agent. Revenue arrangements with multiple performance obligations are divided into separate distinct goods or services. We allocate the transaction price to each performance obligation based on the relative standalone selling price of the goods or services provided.
The Company’s revenues are derived principally from digital promotion services, risk-assessment services and value-added services. Value added taxes (“VAT”) are presented as a reduction of revenues.
Digital promotion services
The Company generates revenues primarily from digital promotion services to insurance companies on its various website channels, including pay for performance marketing services whereby customers are charged based on effective clicks on their insurance product information, and display advertising services that allow customers to place advertisements on various websites.
F-10
U-BX TECHNOLOGY LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except for number of shares, or otherwise noted)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Pursuant to the digital promotion contracts, the performance obligation of the Company is to provide promotion services for the planning, designing, customizing strategy scheme and promoting for the customer. The Company considers that both of the digital market planning and promotion services are highly interrelated and not separately identifiable. The Company’s overall promise represents a combined output that is a single performance obligation. Revenues are recorded at a point in time when the performance obligation to deliver those digital promotion services is checked and accepted.
For the contracts that involve the third-party vendors, the Company considers itself as provider of the services as it has control of the specified services at any time before it is transferred to the customers which is evidenced by (i) the Company is primarily responsible for the planning and producing the content for the promotion and (ii) having latitude in selecting third party vendors for promotions and establishing pricing. Therefore, the Company acts as the principal of these arrangements and reports revenue earned and costs incurred related to these transactions on a gross basis.
Risk-assessment services
The Company generates risk-assessment revenue from service fees of providing assessment reports to the insurance carriers. Utilizing the self-developed proprietary algorithmic model, the Company generates individualized risk reports based on the vehicle brand, model, travel area, and driver’s information.
Pursuant to the risk assessment contracts, the performance obligation of the Company is to utilize its self-developed risk assessment model and to provide risk assessment reports to customers. Consideration received reflects stand-alone selling prices and are settled monthly based on standard unit prices and service volumes rendered during the period. Revenue recognized at a point in time upon the service delivery and acceptance by the customers.
For the contracts that involve technical services provided by third-party vendors, the Company considers itself as provider of the services as it has control of the specified services at any time before it is transferred to the customers which is evidenced by (i) the Company is primarily responsible for the production of the risk assessment report with self-developed models and (ii) having latitude in select outsourced technical services and establish pricing. Therefore, the Company acts as the principal of these arrangements and reports revenue earned and costs incurred related to these transactions on a gross basis.
Value-added bundled benefits services
The Company enters into value added benefits contracts with insurance companies. Pursuant to the value added benefits contracts, the Company provides the digital code with value added bundled benefits to customers. The bundled benefits including but not limited to auto maintenance service, auto value added service, vehicle moving notification services and other services. The Company is primarily responsible for selecting out-sourced vendors, integrating outsourced services and services provided in house to generate various bundled benefits digital code and providing technical supports for the code. The Company’s overall promise represents a combined output that is a single performance obligation; there is no multiple performance obligations.
For the contracts that involve the third-party vendors, the Company considers itself as principal of the services as it has control of the specified services at any time before it is transferred to the customers which is evidenced by (i) the Company is primarily responsible for the generation of the code and integrating various services provided by itself and outsourced vendors with the Company’s promise to provide products and services according to the contract entered into with customers and (ii) having latitude in select third party vendors for some value added services and establish pricing. Therefore, the Company acts as the principal of these arrangements and reports revenue earned and costs incurred related to these transactions on a gross basis. Revenue from value-added bundled benefits is recognized at a point in time when the Company satisfies the performance obligation by transferring promised services upon acceptance by customers.
Disaggregation of revenues
The following table summarized disaggregated revenues for the six months ended December 31, 2024 and 2023:
| For the six months ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Digital promotion services | $ | $ | ||||||
| Risk-assessment services | ||||||||
| Value-added services | ||||||||
| Total | $ | $ | ||||||
F-11
U-BX TECHNOLOGY LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except for number of shares, or otherwise noted)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Contract balance
Accounts receivables are recorded when the Company performs a service in advance of receiving consideration and it has the unconditional right to receive consideration. Contract liabilities are recognized as advances from customers if the Company receives consideration but has not transferred the related goods or services to the customer, and included in advance from customers in the Company's consolidated balance sheets with the balance of as of December 31, 2024 and June 30,2024 respectively. All unsatisfied performance obligation will be performed within the next twelve months and no significant financing component is involved. There is no significant financing component in the Company's revenue arrangement because the Company's expected length of time between the payment and when the Company transfers the promised services is less than 12 months.
Cost of revenues
Cost of revenues consists primarily of expenses incurred in connection with the third-party cloud infrastructure expenses, outsourcing services paid to suppliers and third-party procurement costs are recognized as incurred.
Income taxes
The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. Deferred income taxes are recognized when temporary differences exist between the tax bases of assets and liabilities and their reported amounts in the unaudited interim consolidated financial statements. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period including the enactment date. Valuation allowances are established, when necessary, to reduce net deferred tax assets to the amount expected to be realized.
An uncertain tax position is
recognized only if it is “more likely than not” that the tax position would be sustained in a tax examination. The amount
recognized is the largest amount of tax benefit that is greater than
Value added tax (“VAT”)
Sales revenue represents the
invoiced value of goods, net of VAT. The VAT is based on gross sales price and the VAT rate is approximately
Earnings (loss) per ordinary share
The Company computes earnings (loss) per ordinary 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 are computed by dividing net income (loss) by the weighted average ordinary shares outstanding during the period. Diluted EPS takes into account the potential dilution that could occur if securities or other contracts to issue ordinary shares were exercised and converted into ordinary shares. When the Company has a loss or dilutive shares would increase EPS or decrease loss per share, dilutive shares are not included. As of December 31, 2023 and June 30, 2023, there were no dilutive shares.
F-12
U-BX TECHNOLOGY LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except for number of shares, or otherwise noted)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Comprehensive income (loss)
Comprehensive income (loss) consists of two components, net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains, and losses that under U.S. GAAP are recorded as an element of shareholders’ equity but are excluded from net income (loss). Other comprehensive income (loss) consists of foreign currency translation adjustments from the Company for translating the functional currencies to U.S. dollar, the reporting currency.
Concentration and Risks
Currency risk
The revenues and expenses of the Company’s entities in the PRC are generally denominated in RMB and their assets and liabilities are denominated in RMB. The RMB is not freely convertible into foreign currencies. Remittances of foreign currencies into the PRC or remittances of RMB out of the PRC as well as exchange between RMB and foreign currencies require approval by foreign exchange administrative authorities with certain supporting documentation. The State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion of RMB into other currencies.
Concentration and credit risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable.
The Company maintains
its bank accounts in the PRC. On May 1, 2015, China’s new Deposit Insurance Regulation came into effect, pursuant to
which banking financial institutions, such as commercial banks, established in the PRC are required to purchase deposit insurance
for deposits in RMB and in foreign currency placed with them. Such Deposit Insurance Regulation would not be effective in providing
complete protection for the Company’s accounts, as its aggregate deposits are much higher than the compensation limit, which
is RMB
The Company conducts credit evaluations on its customers prior to delivery its services. The assessment of customer creditworthiness is primarily based on historical collection records, research of publicly available information and customer on-site visits by senior management. Based on this analysis, the Company determines what credit terms, if any, to offer to each customer individually. If the assessment indicates a likelihood of collection risk, the Company will not deliver the services to the customer or require the customer to pay cash, post letters of credit to secure payment or to make significant down payments.
Major customers
For the six months ended
December 31, 2024, one customer accounted for
As of December 31, 2024, three
customers accounted for
Major suppliers
For the six months ended
December 31, 2024, three suppliers accounted for
F-13
U-BX TECHNOLOGY LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except for number of shares, or otherwise noted)
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
As of December 31, 2024, three
suppliers accounted for
Recently issued accounting pronouncements
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU No. 2023-07”), to expand the annual and interim disclosure requirements for reportable segments, including public entities with a single reportable segment, primarily through enhanced disclosures about significant segment expenses. ASU No. 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods beginning after December 15, 2024, with early adoption permitted. ASU 2023-07 is effective for the Company’s annual reporting period beginning July 1, 2024. The Company is currently evaluating the impact of adopting this standard.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topics 740): Improvements to Income Tax Disclosures (“ASU No. 2023-09”), to expand the disclosures in an entity’s income tax rate reconciliation table and income taxes paid both in U.S. and foreign jurisdictions. ASU No. 2023-09 is effective for fiscal years beginning after December15, 2024, with early adoption permitted. ASU 2023-09 is effective for the Company’s annual reporting period beginning July 1, 2025. The Company is currently evaluating the impact of adopting this standard.
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material impact on the accompanying unaudited condensed consolidated financial statements.
NOTE 3 — ACCOUNTS RECEIVABLE
Accounts receivable consisted of the following:
| December 31, 2024 | June 30, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Accounts receivable | $ | $ | ||||||
| Less: allowance for credit losses | ( | ) | ( | ) | ||||
| Accounts receivable, net | $ | $ | ||||||
Allowance for credit losses movement is as follows:
For the six months ended December 31, | For the six months ended December 31, | |||||||
| 2024 | 2023 | |||||||
| Beginning balance | $ | $ | ||||||
| Provision | ||||||||
| Reduction | ( | ) | ||||||
| Ending balance | $ | $ | ||||||
F-14
U-BX TECHNOLOGY LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except for number of shares, or otherwise noted)
NOTE 4 — ADVANCES TO SUPPLIERS, NET
Advances to suppliers, net consisted of the following:
| December 31, 2024 | June 30, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Advances to suppliers | $ | $ | ||||||
| Less: allowance for doubtful accounts | ( | ) | ||||||
| Advances to suppliers, net | $ | $ | ||||||
Allowance for doubtful accounts movement is as follows:
For the six months ended December 31, | For the six months ended December 31, | |||||||
| 2024 | 2023 | |||||||
| Beginning balance | $ | $ | ||||||
| Provision | ||||||||
| Reduction | ( | ) | ||||||
| Ending balance | $ | $ | ||||||
NOTE 5 — PREPAYMENTS AND OTHER CURRENT ASSETS
Prepayments and other current assets consisted of the following:
| December 31, 2024 | June 30, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| VAT recoverable | $ | $ | ||||||
| Prepaid expenses and others current assets | ||||||||
| Loans to third parties* | ||||||||
| Subtotal | ||||||||
| Less: allowance for Credit losses | ( | ) | ( | ) | ||||
| Total | $ | $ | ||||||
| * |
Allowance for credit losses movement is as follows:
For the six months ended December 31, | For the six months ended December 31, | |||||||
| 2024 | 2023 | |||||||
| Beginning balance | $ | $ | ||||||
| Provision | ||||||||
| Reduction | ( | ) | ||||||
| Ending balance | $ | $ | ||||||
F-15
U-BX TECHNOLOGY LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except for number of shares, or otherwise noted)
NOTE 6 — SHORT-TERM LOANS
Bank loans represent amounts
due to various banks maturing within one year. The principal of the borrowings is due at maturity. Accrued interest is due either monthly
or annually.
| December 31, 2024 | June 30, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Loans from financial institutions | $ | $ | ||||||
On March 13, 2023, U-BX Suzhou
entered into a loan agreement with Bank of Communications to obtain a loan of RMB
On December 22, 2023, U-BX
Beijing entered into a loan agreement with Industrial and Commercial Bank of China to obtain a loan of RMB
NOTE 7 — TAXES PAYABLE
Tax payables consisted of the following:
| December 31, 2024 | June 30, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Income tax payable | $ | $ | ||||||
| Withholding tax payable | ||||||||
| VAT tax payable | ||||||||
| Tax payables | $ | $ | ||||||
NOTE 8 — ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities consisted of the following:
| December 31, 2024 | June 30, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Payroll and welfare payable | $ | $ | ||||||
| Other current liabilities | ||||||||
| Accrued expenses and other current liabilities | $ | $ | ||||||
F-16
U-BX TECHNOLOGY LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except for number of shares, or otherwise noted)
NOTE 9 — RELATED PARTY TRANSACTIONS
The table below sets forth the related parties and their relationships with the Company as of December 31, 2024:
| Name of related parties | Relationship with the Company | |
| Jian Chen |
| December 31, 2024 | June 30, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Amounts due to related parties, current* | ||||||||
| Jian Chen | $ | $ | ||||||
| * |
NOTE 10 — TAXATION
Income Taxes
Cayman Islands
The Company was incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gains. Additionally, upon payments of dividends to the shareholders, no Cayman Islands withholding tax will be imposed.
Hong Kong
Under the current Hong Kong
Revenue Ordinance, the Company’s subsidiary in Hong Kong is subject to
PRC
The Company’s subsidiaries
incorporated in the PRC are subject to PRC Enterprise Income Tax (“EIT”) on the taxable income in accordance with the relevant
PRC income tax laws. Effective from January 1, 2008, a new Enterprise Income Tax Law, or the New EIT Law, combined the previous income
tax laws for foreign invested and domestic invested enterprises in the PRC by the adoption of a unified tax rate of
Entities qualifying as
"small enterprise with low profit" and with a taxable income not exceeding RMB
The following table reconciles the statutory rate to the Company’s effective tax rate:
| For the six months ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Income tax expense computed at applicable tax rates | % | % | ||||||
| Effect of PRC preferential tax rate and tax exemption | ( | )% | ( | )% | ||||
| Non-deductible expenses | ( | )% | % | |||||
| Change of valuation allowance | % | ( | )% | |||||
| Effective tax rate | ( | )% | ( | )% | ||||
F-17
U-BX TECHNOLOGY LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except for number of shares, or otherwise noted)
NOTE 10 — TAXATION (cont.)
Significant components of the provision for income taxes are as follows:
| For the six months ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Current income tax expense | $ | $ | ||||||
| Deferred tax expense | | |||||||
| Income tax provision | $ | $ | ||||||
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.
The following table presents the significant components of the Company’s deferred tax assets for the periods presented:
| December 31, 2024 | June 30, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Deferred tax assets | ||||||||
| Net operating loss carryforwards | $ | $ | ||||||
| Allowance for credit losses | ||||||||
| Less: valuation allowances | ( | ) | ( | ) | ||||
| Total deferred tax assets | $ | $ | ||||||
| Deferred tax liabilities | ||||||||
| Operating lease liabilities | $ | ( | ) | $ | ( | ) | ||
| Right-of-use assets | ||||||||
| Total deferred tax liabilities | $ | $ | ||||||
As of December 31, 2024,
the Company has net operating loss carryforwards of approximately $
NOTE 11 — SHAREHOLDERS’ EQUITY
Ordinary shares
Refer to Note 10 of the Company’s annual financial statements in the Form 20-F for the year ended June 30, 2024, for additional details on shareholders’ equity.
F-18
U-BX TECHNOLOGY LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except for number of shares, or otherwise noted)
NOTE 11 — SHAREHOLDERS’ EQUITY (cont.)
On October 24, 2024, the Company held its annual meeting of shareholders (the “Annual Meeting”), and the shareholders passed a special resolution to effect a one-for-sixteen share consolidation, and the share consolidation came to be effective on November 19, 2024.
On November 28, 2024,
the Company entered into a private placement (PIPE) transaction with third-party investors, pursuant to which the investors agreed
to purchase
As a result, the Company had
Statutory reserves and restricted net assets
Relevant PRC laws and regulations
permit payments of dividends by the Company’s entities only out of their retained earnings, if any, as determined in accordance
with PRC accounting standards and regulations. In addition, the Company’s PRC subsidiaries are required to annually appropriate
As a result of these PRC laws
and regulations and the requirement that distributions by the PRC entities can only be paid out of distributable profits computed in accordance
with PRC accounting standards and regulations, the PRC entities are restricted from transferring a portion of their net assets. Amounts
restricted include paid-in capital and statutory reserves of the Company’s PRC subsidiaries. As of December 31, 2024 and June 30,
2024, the aggregate amounts of restricted net assets of the relevant PRC entities amounted to $
F-19
U-BX TECHNOLOGY LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except for number of shares, or otherwise noted)
NOTE 12 — LEASES
Operating Leases
On November 30, 2023, the Company entered into an operating lease for an office. The lease term was from November 30, 2023 to November 29, 2026. ASC 842 requires leases to recognize right-of-use assets and lease liabilities on the balance sheet.
The lease agreement does not contain any material residual value guarantees or material restrictive covenants, and the extended lease contract does not contain options to extend at the time of expiration.
| December 31, 2024 | June 30, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Operating lease right-of-use assets | $ | $ | ||||||
| Operating lease liabilities – current | ||||||||
| Operating lease liabilities – noncurrent | ||||||||
| Total operating lease liabilities | $ | $ | ||||||
The weighted-average remaining lease term and the weighted-average discount rate of leases are as follows:
| December 31, 2024 | June 30, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Weighted-average remaining lease term (years) | ||||||||
| Weighted-average discount rate | % | % | ||||||
F-20
U-BX TECHNOLOGY LTD.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except for number of shares, or otherwise noted)
NOTE 12 — LEASES (cont.)
The following table summarizes the maturity of operating lease liabilities as of December 31, 2024:
| Year ending June 30, | Amount | |||
| Remaining of 2025 | $ | |||
| 2026 | ||||
| Thereafter | ||||
| Total lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Total lease liabilities | $ | |||
NOTE 13 — COMMITMENTS AND CONTINGENCIES
a) Commitments
As of December 31, 2024 and June 30, 2024, the Company did not have commitments contracted but not yet reflected in the consolidated financial statements.
(b) Contingencies
From time to time, the Company is subject to legal proceedings, investigations and claims incidental to the conduct of its business. As of December 31, 2024 and June 30, 2024, the Company was not involved in any legal or administrative proceedings.
NOTE 14 — SUBSEQUENT EVENTS
Management has evaluated subsequent events through April 18, 2025, the date these financial statements were available for issuance, and has determined none of these events were required to be recognized or disclosed in the unaudited condensed consolidated financial statements.
F-21