EXHIBIT 99.3
The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information, as amended by the final rule, Release No. 33-10786 "Amendments to Financial Disclosures about Acquired and Disposed Businesses", which is herein referred to as Article 11, and are being provided pursuant to Rule 3-05 of Regulation S-X because the Acquisition constitutes a probable significant acquisition that has not yet been consummated.
Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction ("Transaction Accounting Adjustments") and the option to present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur ("Management's Adjustments"). The Company has elected not to present Management's Adjustments and has only presented Transaction Accounting Adjustments in the following unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined balance sheet is based on historical balance sheets of the PN Smart Energy Limited and Nanjing Cesun Power Co.,Ltd and has been prepared to reflect the acquisition as if it had been consummated on September 30, 2025. The pro forma combined statements of operations has been prepared to reflect the acquisition as if it had been consummated on October 1, 2024. The unaudited pro forma condensed combined statement of operations for the fiscal year ended 30 September 2025 combines the historical consolidated statement of operations for the year ended of the PN Smart Energy Limited and Nanjing Cesun Power Co.,Ltd.
The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred had the acquisition occurred on the indicated date, or during the operational periods presented, nor is it necessarily indicative of the future financial position or operating results. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
| 1 |
Proforma PN Smart Energy Limited and Subsidiaries
Consolidated Balance Sheets as of September 30, 2025
(Expressed in U.S. Dollars, except for the number of shares)
|
|
| PN Smart Energy Limited |
|
| Nanjing Cesun Power Co.,ltd and its subsidiaries |
|
| Proforma Adjustments |
|
| Proforma As of September 30, 2025 |
| ||||
| ASSETS |
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
| CURRENT ASSETS: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
| Cash and cash equivalent |
|
| 11,474,067 |
|
|
| 702,864 |
|
|
| - |
|
|
| 12,176,931 |
|
| Accounts receivable, net |
|
| 9,046,671 |
|
|
| 1,841,104 |
|
|
| - |
|
|
| 10,887,775 |
|
| Bank acceptance notes receivable |
|
| 477,106 |
|
|
| - |
|
|
| - |
|
|
| 477,106 |
|
| Digital assets |
|
| 31,213 |
|
|
| - |
|
|
|
|
|
|
| 31,213 |
|
| Inventories, net |
|
| 4,279,330 |
|
|
| 2,835,568 |
|
|
| - |
|
|
| 7,114,898 |
|
| Prepayment and other current assets |
|
| 5,106,553 |
|
|
| 9,307,849 |
|
|
| - |
|
|
| 14,414,402 |
|
| Due from related party |
|
| 4,177,987 |
|
|
| 1,428,336 |
|
|
| (3,863,543 | ) |
|
| 1,742,780 |
|
| TOTAL CURRENT ASSETS |
|
| 34,592,927 |
|
|
| 16,115,721 |
|
|
| (3,863,543 | ) |
|
| 46,845,105 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Property and equipment, net |
|
| 831,963 |
|
|
| 2,408,361 |
|
|
| (184,058 | ) |
|
| 3,056,266 |
|
| Intangible assets, net |
|
| 1,509,106 |
|
|
| 159,850 |
|
|
| - |
|
|
| 1,668,956 |
|
| Goodwill |
|
|
|
|
|
| 17,279 |
|
|
| 27,462,036 |
|
|
| 27,479,315 |
|
| Equity investment |
|
| 6,891,243 |
|
|
| - |
|
|
| (5,464,618 | ) |
|
| 1,426,625 |
|
| Operating lease right of use assets |
|
| 1,639,652 |
|
|
| - |
|
|
| - |
|
|
| 1,639,652 |
|
| Deferred tax assets |
|
| 29,195 |
|
|
| 101,428 |
|
|
| - |
|
|
| 130,623 |
|
| TOTAL NON-CURRENT ASSETS |
|
| 10,901,159 |
|
|
| 2,686,918 |
|
|
| 21,813,360 |
|
|
| 35,401,437 |
|
| TOTAL ASSETS |
|
| 45,494,086 |
|
|
| 18,802,639 |
|
|
| 17,949,817 |
|
|
| 82,246,542 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| CURRENT LIABILITIES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Notes payable |
|
| 2,130,699 |
|
|
| 140,736 |
|
|
| - |
|
|
| 2,271,435 |
|
| Accounts payable and other payables |
|
| 4,595,528 |
|
|
| 1,107,191 |
|
|
| - |
|
|
| 5,702,719 |
|
| Contract liabilities |
|
| 7,499,799 |
|
|
| 248,154 |
|
|
| - |
|
|
| 7,747,953 |
|
| Borrowings-current |
|
| 2,002,648 |
|
|
| 3,940,609 |
|
|
| - |
|
|
| 5,943,257 |
|
| Taxes payable |
|
| 4,390,789 |
|
|
| 61,286 |
|
|
| - |
|
|
| 4,452,075 |
|
| Operating lease liabilities, current |
|
| 386,590 |
|
|
| - |
|
|
| - |
|
|
| 386,590 |
|
| Long-term borrowings-current portion |
|
| - |
|
|
| 220,606 |
|
|
| - |
|
|
| 220,606 |
|
| Due to related party |
|
| 714,136 |
|
|
| 3,149,407 |
|
|
| (3,863,543 | ) |
|
| - |
|
| TOTAL CURRENT LIABILITIES |
|
| 21,720,189 |
|
|
| 8,867,989 |
|
|
| (3,863,543 | ) |
|
| 26,724,635 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| LONG TERM LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Operating lease liabilities, noncurrent |
|
| 1,253,062 |
|
|
| - |
|
|
| - |
|
|
| 1,253,062 |
|
| Long-term borrowings-non current |
|
| 43,725 |
|
|
| 1,370,397 |
|
|
| - |
|
|
| 1,414,122 |
|
| TOTAL LONG TERM LIABILITIES |
|
| 1,296,787 |
|
|
| 1,370,397 |
|
|
| - |
|
|
| 2,667,184 |
|
| TOTAL LIABILITIES |
|
| 23,016,976 |
|
|
| 10,238,386 |
|
|
| (3,863,543 | ) |
|
| 29,391,819 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| SHAREHOLDERS’ EQUITY: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| A Ordinary shares ($0.0001 par value, 750,000,000 shares authorized,13,975,000 and 25,000,000 share issued and outstanding as of September 30, 2025 and 2024*) |
|
| 1,398 |
|
|
|
|
|
|
| 308 |
|
|
| 1,706 |
|
| B Ordinary shares ($0.0001 par value, 110,000,000 shares authorized, 13,025,000 and 0 share issued and outstanding as of September 30, 2025 and 2024*) |
|
| 1,302 |
|
|
|
|
|
|
| 1,690 |
|
|
| 2,992 |
|
| Additional paid-in capital |
|
| 8,464,735 |
|
|
| 9,301,960 |
|
|
| 19,525,049 |
|
|
| 37,291,744 |
|
| Statutory Reserve |
|
| 138,408 |
|
|
| 11,866 |
|
|
| (11,866 | ) |
|
| 138,408 |
|
| Retained earnings |
|
| 11,409,619 |
|
|
| (795,293 | ) |
|
| 2,332,054 |
|
|
| 12,946,380 |
|
| Accumulated other comprehensive income (loss) |
|
| (130,537 | ) |
|
| 45,720 |
|
|
| (33,875 | ) |
|
| (118,692 | ) |
| Total shareholders’ equity attributable to PN Smart Energy Limited |
|
| 19,884,925 |
|
|
| 8,564,253 |
|
|
| 21,813,360 |
|
|
| 50,262,538 |
|
| Noncontrolling interests |
|
| 2,592,185 |
|
|
| - |
|
|
| - |
|
|
| 2,592,185 |
|
| TOTAL SHAREHOLDERS’ EQUITY |
|
| 22,477,110 |
|
|
| 8,564,253 |
|
|
| 21,813,360 |
|
|
| 52,854,723 |
|
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
| 45,494,086 |
|
|
| 18,802,639 |
|
|
| 17,949,817 |
|
|
| 82,246,542 |
|
| 2 |
Proforma PN Smart Energy Limited and Subsidiaries
Consolidated Statements of Operations and Comprehensive Loss
|
|
| PN Smart Energy Limited |
|
| Nanjing Cesun Power Co.,ltd and its subsidiaries |
|
| Proforma Adjustments |
|
| Proforma For the years ended September 30,2025 |
| ||||
|
|
| $ |
|
| $ |
|
| $ |
|
| $ |
| ||||
| NET REVENUE |
|
| 63,311,196 |
|
|
| 6,093,948 |
|
|
| (3,637,898 | ) |
|
| 65,767,246 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| COST OF REVENUE |
|
| 57,010,755 |
|
|
| 5,686,130 |
|
|
| (3,455,312 | ) |
|
| 59,241,573 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| GROSS PROFIT |
|
| 6,300,441 |
|
|
| 407,818 |
|
|
| (182,586 | ) |
|
| 6,525,673 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| OPERATION EXPENSES: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Selling and marketing expenses |
|
| 2,344,453 |
|
|
| 249,481 |
|
|
| - |
|
|
| 2,593,934 |
|
| General and administrative expenses |
|
| 4,824,085 |
|
|
| 688,622 |
|
|
| - |
|
|
| 5,512,707 |
|
| Research and development expenses |
|
| 1,680,797 |
|
|
| 30,865 |
|
|
| - |
|
|
| 1,711,662 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (LOSS) FROM OPERATIONS |
|
| (2,548,894 | ) |
|
| (561,150 | ) |
|
| (182,586 | ) |
|
| (3,292,630 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Interest income |
|
| 60,955 |
|
|
| 511 |
|
|
| - |
|
|
| 61,466 |
|
| Interest expense |
|
| (207,848 | ) |
|
| (89,639 | ) |
|
| - |
|
|
| (297,487 | ) |
| Unrealized loss on digital assets |
|
| (18,787 | ) |
|
| - |
|
|
| - |
|
|
| (18,787 | ) |
| Loss (gain) on equity investments |
|
| (50,975 | ) |
|
| - |
|
|
| 1,719,347 |
|
|
| 1,668,372 |
|
| Foreign exchange |
|
| 110,914 |
|
|
| 16,835 |
|
|
| - |
|
|
| 127,749 |
|
| Other income (expense) |
|
| 479,076 |
|
|
| (5,101 | ) |
|
| - |
|
|
| 473,975 |
|
| Total other income (expense) |
|
| 373,335 |
|
|
| (77,394 | ) |
|
| 1,719,347 |
|
|
| 2,015,288 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (LOSS) BEFORE INCOME TAX PROVISION |
|
| (2,175,559 | ) |
|
| (638,544 | ) |
|
| 1,536,761 |
|
|
| (1,277,342 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| INCOME TAX EXPENSE |
|
| (36,087 | ) |
|
| 21,949 |
|
|
| - |
|
|
| (14,138 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| NET LOSS |
|
| (2,211,646 | ) |
|
| (616,595 | ) |
|
| 1,536,761 |
|
|
| (1,291,480 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| OTHER COMPREHENSIVE INCOME |
|
| 155,985 |
|
|
| (17,187 | ) |
|
| - |
|
|
| 138,798 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| TOTAL COMPREHENSIVE LOSS |
|
| (2,055,661 | ) |
|
| (633,782 | ) |
|
| 1,536,761 |
|
|
| (1,152,682 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| LESS: COMPREHENSIVE LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS |
|
| 25,448 |
|
|
| - |
|
|
| - |
|
|
| 25,448 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| COMPREHENSIVE LOSS ATTRIBUTABLE TO PN SMART ENERGY LIMITED |
|
| (2,081,109 | ) |
|
| (633,782 | ) |
|
| 1,536,761 |
|
|
| (1,178,130 | ) |
____________
* On April 30, 2026, PN Smart Energy Limited (the “Company”), entered into a share acquisition agreement to acquire an equity interest of 56.0% in Nanjing Cesun Power Co., Ltd (“Nanjing Cesun”). for a total consideration of approximately US$20.2 million and the transaction closed on June 30, 2026. Prior to the Acquisition, the Company already held 44.0% of Nanjing Cesun’s total equity interest. Following the Acquisition, Nanjing Cesun will become the wholly-owned subsidiary of the Company.
| 3 |