Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
On April 10, 2023, Wenzhou Lilong Network Technology Co., Ltd (formally named as Wenzhou Lilong Logistics Services Co., Ltd), an indirectly wholly-owned subsidiary of Golden Sun Health Technology Group Limited (the “Company”), signed a share purchase agreement (“SPA”) to purchase 100% equity interest of Zhejiang Oulong Cultural and Tourism Industry Development Co., Ltd (the “Oulong”) from its original shareholders consisting of a third party and Ms. Zhao Dongfang (the “Acquisition”).. Ms. Zhao Dongfang was a minority shareholder of the Company, holding approximately 3.4% of its equity shares. As of the date of this report, Ms. Zhao Dongfang holds 100 shares of the Company. The Oulong is a provider of waterfront tourism projects especially water sports projects development. Pursuant to the agreement amended on March 1, 2024, the total consideration is $6,155,951 (RMB43.2 million). On July 30, 2025, the Acquisition was closed.
The unaudited pro forma condensed combined statement of financial position is based on the individual historical consolidated statement of financial position of the Oulong and the Company, prepared in accordance with the United States of America (“U.S. GAAP”), as of September 30, 2024, and has been prepared to reflect the effect of the Acquisition as if it had occurred on October 1, 2023. The unaudited pro forma condensed combined statement of comprehensive loss for the year ended September 30, 2024, gives effect to the Acquisition as if it had occurred on October 1, 2023, the beginning of the Company’s fiscal year. The historical condensed combined financial information has been adjusted to give effect to pro forma events that are: 1) directly attributable to the Acquisition; 2) factually supportable; and 3) with respect to the statement of operations, expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined financial information were prepared in accordance with Article 11 of U.S. Securities and Exchange Commission Regulation S-X. In the opinion of management, all adjustments necessary to present fairly the unaudited pro forma condensed combined financial information have been made, as further described in the accompanying notes.
The unaudited pro forma condensed combined financial information is derived from and should be read in conjunction with the Oulong’s historical audited financial statements for the year ended September 30, 2024, included as Exhibit 99.2 to the Report of Foreign Private Issuer on Form 6-K furnished to the SEC by the Company on July 31, 2025, the Company’s historical audited financial statements for the year ended September 30, 2024 included in the Company’s Annual Report on Form 20-F filed to the SEC on February 14, 2025.
The unaudited pro forma combined condensed financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have resulted had the Acquisition described above been consummated at the dates indicated, nor is it necessarily indicative of the results of operations which may be realized in the future. Furthermore, the unaudited pro forma combined condensed financial information does not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the integration of the two companies.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF SEPTEMBER 30, 2024
(Expressed in U.S. dollar, except for the number of shares)
A | B | |||||||||||||||||
Oulong | The Company | Pro Forma | Pro Forma | |||||||||||||||
2024 | 2024 | Adjustments | Notes | Combined | ||||||||||||||
ASSETS | ||||||||||||||||||
CURRENT ASSETS: | ||||||||||||||||||
Cash and cash equivalents | $ | 30,482 | $ | 839,622 | $ | (638,232 | ) | (5) | $ | 231,872 | ||||||||
Accounts receivable, net | - | 50,765 | - | 50,765 | ||||||||||||||
Contract assets | - | 563,583 | - | 563,583 | ||||||||||||||
Inventories | - | 375,881 | - | 375,881 | ||||||||||||||
Due from a related party | 209,577 | - | - | 209,577 | ||||||||||||||
Acquisition deposit | - | 5,517,719 | (5,517,719 | ) | (5) | - | ||||||||||||
Prepayments and other current assets | 62,090 | 3,005,505 | (4,275 | ) | (8) | 3,063,320 | ||||||||||||
TOTAL CURRENT ASSETS | 302,149 | 10,353,075 | (6,160,226 | ) | 4,494,998 | |||||||||||||
NON CURRENTASSETS: | ||||||||||||||||||
Property, equipment and intangible assets, net | 1,484,960 | 211,672 | 1,797,548 | (1)(2) | 3,494,180 | |||||||||||||
Long-term investments | - | 4,617,863 | - | 4,617,863 | ||||||||||||||
Operating lease right-of-use assets, net | - | 702,453 | - | 702,453 | ||||||||||||||
Deferred tax assets | 2,340 | - | - | 2,340 | ||||||||||||||
Goodwill | - | - | 2,979,575 | (5) | 2,979,575 | |||||||||||||
Prepayments and other non-current assets | - | 1,198,406 | - | 1,198,406 | ||||||||||||||
TOTAL NON CURRENTASSETS | 1,487,300 | 6,730,394 | 4,777,123 | 12,994,817 | ||||||||||||||
TOTAL ASSETS | $ | 1,789,449 | $ | 17,083,469 | $ | (1,383,103 | ) | $ | 17,489,815 | |||||||||
LIABILITIES AND EQUITY | ||||||||||||||||||
CURRENT LIABILITIES: | ||||||||||||||||||
Long-term bank loans - current portion | $ | - | $ | 1,567,487 | $ | - | $ | 1,567,487 | ||||||||||
Accounts payable | 120,144 | 1,408,467 | - | 1,528,611 | ||||||||||||||
Deferred revenue | - | 4,123,849 | - | 4,123,849 | ||||||||||||||
Accrued expenses and other liabilities | 712 | 1,231,128 | (4,275 | ) | (8) | 1,227,565 | ||||||||||||
Refund liabilities | - | 323,671 | - | 323,671 | ||||||||||||||
Loan from third parties | 285,032 | 447,914 | - | 732,946 | ||||||||||||||
Operating lease liabilities-current | - | 246,809 | - | 246,809 | ||||||||||||||
Taxes payable | 15 | 4,223,538 | - | 4,223,553 | ||||||||||||||
TOTAL CURRENT LIABILITIES | 405,903 | 13,572,863 | (4,275 | ) | 13,974,491 | |||||||||||||
NON CURRENTLIABILITIES: | ||||||||||||||||||
Operating lease liabilities-non-current | - | 409,703 | - | 409,703 | ||||||||||||||
Deferred tax liability | - | - | 89,877 | (3)(4) | 89,877 | |||||||||||||
Long-term bank loans - non-current portion | - | 1,766,986 | - | 1,766,986 | ||||||||||||||
Due to a related party | - | 854,271 | - | 854,271 | ||||||||||||||
Long-term loan from third party | - | 68,275 | - | 68,275 | ||||||||||||||
TOTAL NON CURRENTLIABILITIES | - | 3,099,235 | 89,877 | 3,189,112 | ||||||||||||||
TOTAL LIABILITIES | 405,903 | 16,672,098 | 85,602 | 17,163,603 | ||||||||||||||
COMMITMENTS AND CONTINGENCIES | ||||||||||||||||||
EQUITY: | ||||||||||||||||||
Class A ordinary shares | - | 7,890 | - | 7,890 | ||||||||||||||
Class B ordinary shares | - | 2,015 | - | 2,015 | ||||||||||||||
Additional paid in capital | 1,415,228 | 19,450,741 | (1,415,228 | ) | (6) | 19,450,741 | ||||||||||||
Statutory reserves | - | 1,007,027 | - | 1,007,027 | ||||||||||||||
Accumulated deficit | (40,305 | ) | (18,541,751 | ) | (44,854 | ) | (6) | (18,626,910 | ) | |||||||||
Accumulated other comprehensive loss | 8,623 | (1,208,386 | ) | (8,623 | ) | (6) | (1,208,386 | ) | ||||||||||
TOTAL SHAREHOLDERS’ EQUITY | 1,383,546 | 717,536 | (1,468,705 | ) | 632,377 | |||||||||||||
Non-controlling interests | - | (306,165 | ) | - | (306,165 | ) | ||||||||||||
TOTAL EQUITY | 1,383,546 | 411,371 | (1,468,705 | ) | 326,212 | |||||||||||||
TOTAL LIABILITIES AND EQUITY | $ | 1,789,449 | $ | 17,083,469 | $ | (1,383,103 | ) | $ | 17,489,815 |
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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 30, 2024
(Expressed in U.S. dollar, except for the number of shares)
A | B | |||||||||||||||||
Oulong | The Company | Pro Forma | Pro Forma | |||||||||||||||
2024 | 2024 | Adjustments | Notes | Combined | ||||||||||||||
Revenues | $ | 123,309 | $ | 10,159,020 | $ | - | $ | 10,282,329 | ||||||||||
Cost of revenues | 109,307 | 7,796,239 | - | 7,905,546 | ||||||||||||||
Gross profit | 14,002 | 2,362,781 | - | 2,376,783 | ||||||||||||||
Operating expenses: | ||||||||||||||||||
Selling expenses | 214 | 762,451 | - | 762,665 | ||||||||||||||
General and administrative expenses | 51,129 | 4,163,160 | (88,295 | ) | (2)(7)(9) | 4,125,994 | ||||||||||||
Total operating expenses | 51,343 | 4,925,611 | (88,295 | ) | 4,888,659 | |||||||||||||
Loss from operations | (37,341 | ) | (2,562,830 | ) | 88,295 | (2,511,876 | ) | |||||||||||
Other income (expense): | ||||||||||||||||||
Interest expense, net | - | (243,530 | ) | - | (243,530 | ) | ||||||||||||
Investment loss | - | (816,472 | ) | - | (816,472 | ) | ||||||||||||
Other expense, net | (8,251 | ) | (327,403 | ) | 1,346 | (7)(9) | (334,308 | ) | ||||||||||
Total other income (expense), net | (8,251 | ) | (1,387,405 | ) | 1,346 | (1,394,310 | ) | |||||||||||
Loss before income taxes | (45,592 | ) | (3,950,235 | ) | 89,641 | (3,906,186 | ) | |||||||||||
Income taxes (benefit) provision | (2,280 | ) | 18,617 | 4,482 | (4) | 20,819 | ||||||||||||
Net loss | (43,312 | ) | (3,968,852 | ) | 85,159 | (3,927,005 | ) | |||||||||||
Less: net loss attributable to non-controlling interests | - | (262,686 | ) | - | (262,686 | ) | ||||||||||||
Net loss attributable to the Company | $ | (43,312 | ) | $ | (3,706,166 | ) | $ | 85,159 | $ | (3,664,319 | ) | |||||||
Net loss | (43,312 | ) | (3,968,852 | ) | 85,159 | (3,927,005 | ) | |||||||||||
Other comprehensive loss | ||||||||||||||||||
Foreign currency translation adjustments | 8,723 | 3,958 | - | 12,681 | ||||||||||||||
Comprehensive loss | (34,589 | ) | (3,964,894 | ) | 85,159 | (3,914,324 | ) | |||||||||||
Less: comprehensive loss attributable to non-controlling interests | - | (271,363 | ) | - | (271,363 | ) | ||||||||||||
Comprehensive loss attributable to the Company | $ | (34,589 | ) | $ | (3,693,531 | ) | $ | 85,159 | $ | (3,642,961 | ) | |||||||
Weighted average number of shares outstanding | ||||||||||||||||||
Basic and diluted | - | 1,980,944 | - | 1,980,944 | ||||||||||||||
Loss per share | ||||||||||||||||||
Basic and diluted | $ | - | $ | (1.87 | ) | $ | - | $ | (1.85 | ) |
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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Note 1 - Basis of presentation
The unaudited pro forma condensed combined statement of operations for the year ended September 30, 2024, was derived from Oulong’s historical audited financial statements for the year ended September 30, 2024, included as Exhibit 99.2 to the Report of Foreign Private Issuer on Form 6-K furnished to the SEC by the Company on July 28, 2025, the Company’s historical audited financial statements for the year ended September 30, 2024 included in the Company’s Annual Report on Form 20-F filed to the SEC on February 14, 2025.
The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting in accordance with the provisions of ASC 805, Business Combinations, with the Company determined to be the acquirer under this guidance. In the unaudited pro forma condensed combined balance sheet, the purchase consideration associated with the Acquisition has been allocated to the assets acquired and liabilities assumed, based upon their respective fair values as of the Acquisition Date. Any excess of the purchase consideration over the fair value of identified tangible and intangible assets acquired and liabilities assumed is recognized as goodwill. Management believes the estimated fair values utilized for the assets acquired and liabilities assumed are based on reasonable estimates and assumptions. The fair values are subject to adjustment for up to one year after the Acquisition Date as additional information is obtained.
Information has been prepared based on these preliminary estimates, and the final amounts recorded may differ materially from the information presented. The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Acquisition.
Management has made significant estimates and assumptions in its determination of the pro forma adjustments. The pro forma adjustments reflecting the consummation of the Acquisition are based on certain currently available information and certain assumptions and methodologies that the Company believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the difference may be material. The Company believes that these assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Acquisition based on information available to management and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial information is presented solely for informational purposes and is not necessarily indicative of the combined results of operations or balance sheets that might have been achieved for the periods presented, nor is it necessarily indicative of the future results of the combined company.
The unaudited pro forma condensed combined financial information does not necessarily reflect what the combined company’s financial condition or results of operations would have been had the transactions occurred on the dates indicated. The unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual balance sheets and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
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Note 2 - Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction, or Transaction Accounting Adjustments, and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur, or Management’s Adjustments. The Company has elected not to present Management’s Adjustments and will only be presenting Transaction Accounting Adjustments in the unaudited pro forma condensed combined financial information.
Note 3 - Pro Forma Adjustments
The following describes the pro forma adjustments related to the Acquisition, that have been made in the accompanying unaudited pro forma condensed combined statements of operations for the year ended September 30, 2024, giving effect to the Acquisition as if it had been consummated on October 1, 2023, all of which are based on preliminary estimates that could change significantly as additional information is obtained:
(a) | The preliminary purchase price allocation is as follows |
Cash paid | $ | 5,517,719 | ||
Purchase consideration payable | 638,232 | |||
Total consideration | $ | 6,155,951 | ||
Assets and liability acquired | ||||
Cash | $ | 30,482 | ||
Due from a related party | 209,577 | |||
Prepaid expenses and other current assets, net | 62,090 | |||
Property, plant and equipment, net | 3,372,149 | |||
Goodwill | 2,979,575 | |||
Deferred tax assets | 2,340 | |||
Accounts payable | (120,144 | ) | ||
Accrued expenses and other liabilities | (712 | ) | ||
Loan from third party | (285,032 | ) | ||
Taxes payable | (15 | ) | ||
Deferred tax liability | (94,359 | ) | ||
Net asset | $ | 6,155,951 |
The pro forma adjustments give effect to the forward acquisition accounting, and specifically:
(1) | to recognize $1,887,189 additional fair value identified on property, plant and equipment. |
(2) | To recognize the related $89,641 depreciation expense for additional fair value identified on property, plant and equipment with a twenty-year useful life. for the year ended September 30, 2024 |
(3) | To recognize $94,359 deferred tax liabilities associated with the additional fair value identified on the property, plant and equipment. |
(4) | To recognized the related deferred tax recovery of $4,482 associated with depreciation expense for additional fair value identified on property, plant and equipment for the year. |
(5) | To recognize goodwill of $2,979,575 from the acquisition |
(6) | Represents the consolidation equity elimination upon consolidation of Oulong and the payment of purchase consideration |
(7) | To eliminate intercompany transactions of $16,657 for the year ended September 30, 2024. |
(8) | To eliminate intercompany balance of $4,275 outstanding for the year ended September 30, 2024. |
(9) | To reclass $18,003 depreciation expense for the property, plant and equipment from other income, net to general and administrative expenses after the acquisition. |
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