Exhibit 99.2
FENBO HOLDINGS LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2025 and June 30, 2026
INDEX
| F-1 |
FENBO HOLDINGS LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
(Amount in thousands, except for share and per share data or otherwise noted)
| As of | ||||||||||||
| December 31, 2025 | June 30, 2026 | |||||||||||
| HK$’000 | HK$’000 | US$’000 | ||||||||||
| Assets | ||||||||||||
| Current Assets | ||||||||||||
| Cash and cash equivalents | ||||||||||||
| Accounts receivable, net | ||||||||||||
| Inventories | ||||||||||||
| Prepaid expenses and other current assets | ||||||||||||
| Total current assets | ||||||||||||
| Property, plant and equipment, net | ||||||||||||
| Right-of-use assets | ||||||||||||
| Total non-current assets | ||||||||||||
| TOTAL ASSETS | ||||||||||||
| Liabilities | ||||||||||||
| Current liabilities | ||||||||||||
| Bank loan - current | ||||||||||||
| Accounts payable | ||||||||||||
| Other payables and accrued liabilities | ||||||||||||
| Lease liabilities - current | ||||||||||||
| Amount due to a related party | ||||||||||||
| Total current liabilities | ||||||||||||
| Non-current liabilities | ||||||||||||
| Lease liabilities - non-current | ||||||||||||
| TOTAL LIABILITIES | ||||||||||||
| Commitments and contingencies | ||||||||||||
| Shareholders’ equity | ||||||||||||
| Class A ordinary shares, US$ par value; shares authorized, shares issued and outstanding at December 31, 2025 and June 30, 2026 | ||||||||||||
| Class B ordinary shares, US$ par value; shares authorized, shares issued and outstanding at December 31, 2025 and June 30, 2026 | ||||||||||||
| Additional paid-in capital | ||||||||||||
| Statutory reserve | ||||||||||||
| Retained earnings (accumulated losses) | ( | ) | ( | ) | ||||||||
| Accumulated other comprehensive income | ( | ) | ||||||||||
| Total shareholders’ equity | ||||||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||
| F-2 |
FENBO HOLDINGS LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE LOSSES
(Amount in thousands, except for share and per share data or otherwise noted)
| For the six months ended June 30, | ||||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| HK$’000 | HK$’000 | US$’000 | ||||||||||
| Revenues | ||||||||||||
| Cost of sales | ( | ) | ( | ) | ( | ) | ||||||
| Gross profit | ||||||||||||
| Operating expenses: | ||||||||||||
| Selling and marketing expenses | ( | ) | ( | ) | ( | ) | ||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ||||||
| Total operating expenses | ( | ) | ( | ) | ( | ) | ||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ||||||
| Other income (expenses) | ||||||||||||
| Exchange gain, net | ||||||||||||
| Interest income | ||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||
| Government grant | ||||||||||||
| Other income, net | ||||||||||||
| Total other income (expenses), net | ( | ) | ( | ) | ( | ) | ||||||
| Loss before tax expense | ( | ) | ( | ) | ( | ) | ||||||
| Income tax expense | ||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||
| Other comprehensive income | ||||||||||||
| Foreign currency translation gain, net of tax | ||||||||||||
| Total comprehensive loss | ( | ) | ( | ) | ( | ) | ||||||
| Net loss per share attributable to ordinary shareholders | ||||||||||||
| Basic and diluted (cents) | ) | ) | ) | |||||||||
| Weighted average number of ordinary shares used in computing net loss per share | ||||||||||||
| Basic and diluted | ||||||||||||
| F-3 |
FENBO HOLDINGS LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN
SHAREHOLDERS’ EQUITY
(Amount in thousands, except for share and per share data or otherwise noted)
| Shares | Amount | Additional paid-in capital | Statutory reserve | Accumulated other comprehensive income | Retained earnings (accumulated losses) | Total equity | ||||||||||||||||||||||
| HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | HK$’000 | |||||||||||||||||||||||
| As of January 1, 2025 | | ( | ) | |||||||||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Foreign currency translation | - | |||||||||||||||||||||||||||
| As of June 30, 2025 | ( | ) | ||||||||||||||||||||||||||
| As of January 1, 2026 | ( | ) | ||||||||||||||||||||||||||
| Net loss for the period | - | ( | ) | ( | ) | |||||||||||||||||||||||
| Foreign currency translation | - | |||||||||||||||||||||||||||
| As of June 30, 2026 | ( | ) | ||||||||||||||||||||||||||
| F-4 |
FENBO HOLDINGS LIMITED
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amount in thousands, except for share and per share data, or otherwise noted)
| For the six months ended June 30, | ||||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| HK$’000 | HK$’000 | US$’000 | ||||||||||
| Operating activities | ||||||||||||
| Net loss | ( | ) | ( | ) | ( | ) | ||||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||||||
| Depreciation | ||||||||||||
| Change in operating assets and liabilities: | ||||||||||||
| Change in accounts receivable | ( | ) | ( | ) | ||||||||
| Change in inventories | ( | ) | ( | ) | ||||||||
| Change in prepaid expenses and other current assets | ||||||||||||
| Change in accounts payable | ( | ) | ||||||||||
| Change in other payables and accrued liabilities | ( | ) | ( | ) | ( | ) | ||||||
| Net cash provided by (used in) operating activities | ( | ) | ( | ) | ||||||||
| Investing activities | ||||||||||||
| Purchase of property, plant and equipment | ( | ) | ( | ) | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ( | ) | ( | ) | ||||||
| Financing activities | ||||||||||||
| Repayment of bank loan | ( | ) | ( | ) | ||||||||
| Proceeds from bank loans | ||||||||||||
| Advances from (to) related parties | ( | ) | ||||||||||
| Net cash (used in) provided by financing activities | ( | ) | ||||||||||
| Net increase (decrease) in cash | ( | ) | ( | ) | ||||||||
| Effect on exchange rate change on cash | ||||||||||||
| Cash as of beginning of the period | ||||||||||||
| Cash as of the end of the period | ||||||||||||
| Supplementary Cash Flows Information | ||||||||||||
| Cash paid for interest | ||||||||||||
| Cash paid for taxes | ||||||||||||
| F-5 |
Notes
to the unaudited interim condensed consolidated financial statements
For the six months ended June 30, 2025 and 2026
1. General information
Fenbo Holdings Limited (the “Company”) was incorporated in the Cayman Islands on September 30, 2022 as an exempted company with limited liability. The Company conducts its primary operations of manufacture and production of premium personal care electronic appliance (such as electrical hair styling products such as hair dryers, straighteners, curlers, trimmers, etc.) through its indirectly held wholly owned subsidiaries.
Details of the Company and its subsidiaries (together the “Company” or the “Group”) are set out in the table as follows:
| Name | Date of incorporation | Place of incorporation | Principal activities | |||
2. Basis of presentation
These unaudited interim condensed consolidated financial statements and footnotes have been prepared in conformity with United States (“U.S.”) generally accepted accounting principles (“GAAP”). These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2025.
The results of operations for the interim periods are not necessarily indicative of the results that might be expected for the future interim periods or the full year ending December 31, 2026.
Convenience
translation. Translations of the unaudited interim condensed consolidated balance sheet, statement of operations and comprehensive loss
and statement of cash flows from HK$ into US$ as of and for the six months ended June 30, 2026 are solely for the convenience of the
reader and were calculated at the rate of US$
Segment Reporting and Reporting Units — As of June 30, 2026, the Company operated in Hong Kong and the PRC through its subsidiaries, which were primarily engaged in the manufacture and sale of personal care electronic appliances.
Management determined that the Company functions as a single operating segment, and thus reports as a single reportable segment. This determination is based on rules prescribed by GAAP applied to the manner in which management operates the Company. The chief operating decision maker is responsible for allocating resources to its operations and assessing performance and obtains financial information, being the consolidated balance sheets, consolidated statements of operations, and consolidated statements of cash flows, about the Company as a whole. The Company’s chief operating decision maker is its Chief Executive Officer.
Fair Value Measurements — Fair value is 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. Inputs used to measure fair value are classified using the following hierarchy:
| ● | Level 1. Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. | |
| ● | Level 2. Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly through corroboration with observable market data. |
| F-6 |
| ● | Level 3. Inputs are unobservable for the asset or liability and include situations in which there is little, if any, market activity for the asset or liability. The inputs used in the determination of fair value are based on the best information available under the circumstances and may require significant management judgment or estimation. |
The Company’s financial instruments include cash and cash equivalents, accounts receivable, accounts payable and accrued expenses reflected as current assets and current liabilities. Due to the short-term nature of these instruments, management considers their carrying value to approximate their fair value.
New accounting standards
We have evaluated all the recently issued, but not yet effective, accounting standards that have been issued or proposed by the Financial Accounting Standards Board or other standards-setting bodies through the date of this report and do not believe the future adoption of any such standards will have a material impact on our consolidated financial statements.
Note 3 Accounts receivable, net
Accounts receivable, net consisted of the following:
| December 31, 2025 | June 30, 2026 | June 30, 2026 | ||||||||||
| HK$’000 | HK$’000 | US$’000 | ||||||||||
| Accounts receivable | ||||||||||||
| Allowance for doubtful accounts | ||||||||||||
| Total accounts receivable, net | ||||||||||||
Note 4 Inventories
Inventories consisted of the following:
| December 31, 2025 | June 30, 2026 | June 30, 2026 | ||||||||||
| HK$’000 | HK$’000 | US$’000 | ||||||||||
| Raw materials | ||||||||||||
| Work in progress | ||||||||||||
| Finished goods | ||||||||||||
| Total inventories | ||||||||||||
Note 5 Prepaid expenses and other current assets
Prepaid expenses and other current assets consisted of the following:
| December 31, 2025 | June 30, 2026 | June 30, 2026 | ||||||||||
| HK$’000 | HK$’000 | US$’000 | ||||||||||
| Rental deposit | ||||||||||||
| VAT refundable | ||||||||||||
| Prepayment | ||||||||||||
| Income tax refundable | ||||||||||||
| Other receivables | ||||||||||||
| F-7 |
Note 6 Property, plants and equipment, net
| December 31, 2025 | June 30, 2026 | June 30, 2026 | ||||||||||
| HK$’000 | HK$’000 | US$’000 | ||||||||||
| Machinery & equipment | ||||||||||||
| Electronic equipment | ||||||||||||
| Office equipment | ||||||||||||
| Computer software | ||||||||||||
| Motor vehicles | ||||||||||||
| Total cost | ||||||||||||
| Less: Accumulated depreciation | ( | ) | ( | ) | ( | ) | ||||||
| Net book value | ||||||||||||
Depreciation
expenses recognized for the six months ended June 30, 2025 and 2026 were HK$
Note 7 Right-of-use assets and operating lease liabilities
As of June 30, 2026, the Company had the following non-cancellable lease contracts:
| Description of lease | Term | Imputed interest rate | ||||
| Director’s quarters, Kowloon, Hong Kong | % | |||||
| Office, Kowloon, Hong Kong | % | |||||
| Production plant and administration facility, Shenzhen, PRC | % | |||||
The following amounts were recognized in the consolidated balance sheets:
| December 31, 2025 | June 30, 2026 | June 30, 2026 | ||||||||||
| HK$’000 | HK$’000 | US$’000 | ||||||||||
| Right-of-use assets | ||||||||||||
| Operating lease liabilities | ||||||||||||
| Current | ||||||||||||
| Non-current | ||||||||||||
| F-8 |
Future undiscounted lease payments as of June 30, 2026 are as follows:
| Year ending December 31, | HK$’000 | US$’000 | ||||||
| 2026 | ||||||||
| 2027 | ||||||||
| Future minimum operating lease payments | ||||||||
| Less: Imputed interest | ( | ) | ( | ) | ||||
| Total operating lease liabilities | ||||||||
Note 8 Other payables and accrued liabilities
Other payables and accrued liabilities consisted of the following:
| December 31, 2025 | June 30, 2026 | |||||||||||
| HK$’000 | HK$’000 | US$’000 | ||||||||||
| Accrued salary | ||||||||||||
| Other payables | ||||||||||||
Note 9 Credit facilities
As of June 30, 2026 and December 31, 2025, bank loan consisted of the following:
| Bank Name | Nature of Loan | December 31, 2025 | June 30, 2026 | |||||||
| HK$’000 | HK$’000 | |||||||||
| Bank of China (Hong Kong) | Revolving loan(1) | |||||||||
| Total | ||||||||||
| (1) |
Interest
expenses incurred from bank borrowings were HK$
| F-9 |
Note 10 Related party balances and transactions
Related party balances
The related party balances consisted of the following:
| Name | Relationship | Nature | Classification | December 31, 2025 (HK$’000) | June 30, 2026 (HK$’000) | June 30, 2026 (US$’000) | ||||||||||||
| Mr. Li | Former sole shareholder and executive director | Advance from a former sole shareholder | Amounts due to related parties | |||||||||||||||
| Mr. Chiu Yat Chung Gary | Former senior management | Advance from a former senior management | Amounts due to related parties | |||||||||||||||
| Mr. Li Siu Lun, Allan | Senior management | Advance from a member of senior management | Amounts due to related parties | |||||||||||||||
| Total amounts due to related parties | ||||||||||||||||||
The above amounts are unsecured, non-interest bearing and repayable on demand.
Related party transactions (Guarantees)
The related parties made guarantees to the Company in relation to all the bank borrowings of the Group. Please refer to the Note 9 for details of each guarantee made by the related parties in relation to all the bank borrowings of the Group as of June 30, 2026 and December 31, 2025.
Related party transactions (Sale / lease of properties)
The Company entered into the following rental agreement with a related party for a director quarter situated in Hong Kong:
| Premises | Relationship with the lessor | Rental
payment for (HK$’000) | Rental
payment for (HK$’000) | Rental
payment for (US$’000) | ||||||||||
| Director’s quarters | Lessor is a company owned by Mr. Li and his spouse | |||||||||||||
| Hong Kong office | Lessor is Mr. Li and his spouse | |||||||||||||
Fenbo
Industries entered into a lease agreement with Mr. Li to lease from Mr. Li the office for an initial term of two (
Fenbo
Industries entered into a lease agreement with a company owned by Mr. and Mrs. Li for the lease of a director’s quarters for an
initial term of two (
| F-10 |
Note 11 Employee benefits government plan
The Company participates in a government-mandated multi-employer defined contribution plan pursuant to which certain retirement, medical and other welfare benefits are provided to employees. PRC labor regulations require the Company to pay to the local labor bureau a monthly contribution calculated at a stated contribution rate based on the basic monthly compensation of qualified employees. The relevant local labor bureau is responsible for meeting all retirement benefit obligations; the Company has no further commitments beyond its monthly contribution.
Note 12 Income taxes
The provision for income taxes consists of the following:
| For the six months ended June 30, | ||||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| HK$’000 | HK$’000 | US$’000 | ||||||||||
| Current tax | ||||||||||||
| - Hong Kong | ||||||||||||
| - Other countries | ||||||||||||
Reconciliations between the provision for income taxes computed by applying the Hong Kong profits tax to income before income tax expense are as follows:
| For the six months ended June 30, | ||||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| HK$’000 | HK$’000 | US$’000 | ||||||||||
| Loss before income tax | ( | ) | ( | ) | ( | ) | ||||||
| Provision for income taxes at Hong Kong profits tax rates of 16.5% | ( | ) | ( | ) | (105 | ) | ||||||
| Effect of different tax rates available to different jurisdictions | ( | ) | ( | ) | (17 | ) | ||||||
| Non-deductible expenses and non-taxable income, net | - | |||||||||||
| Under provision from prior year | - | |||||||||||
| Tax loss impaired | 122 | |||||||||||
| Income tax expense | ||||||||||||
Cayman Islands
The Company was incorporated in the Cayman Islands and is not subject to tax on income or capital gains under the laws of Cayman Islands. Additionally, the Cayman Islands does not impose a withholding tax on payments of dividends to shareholders.
| F-11 |
British Virgin Islands
RLHL is incorporated in the British Virgin Islands and not subject to tax on income or capital gains under current British Virgin Islands law. In addition, upon payments of dividends by these entities to their shareholders, no British Virgin Islands withholding tax will be imposed.
Hong Kong
Fenbo
Industries and Able Industries are incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported
in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws.
PRC
Fenbo
SZ is governed by the income tax laws of the PRC and the income tax provision in respect to operations in the PRC is calculated at the
applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof.
Under the Enterprise Income Tax Laws of the PRC (the “EIT Laws”), Chinese enterprises are subject to income tax at a rate
of
Note 13 Shareholders’ equity
Ordinary shares
The
Company was established under the laws of Cayman Islands on September 30, 2022 with authorized share capital of US$
Change in the Company’s Authorized Share Capital
By
a special resolution passed on the Company’s extraordinary general meeting on September 29, 2025, the Company’s authorized
share capital changed from US$
Re-designation and Re-classification of the Company’s Ordinary Shares
By a special resolution passed on the Company’s extraordinary general meeting on September 29, 2025, the Company’s ordinary shares be re-designated and re-classified as follows:
| a) | the issued ordinary share of par value of US$ each in the capital of the Company registered in the name of Luxury Max Investments Limited be redesignated as issued class B ordinary shares of US$ each (the “Class B Ordinary Shares”), having 20 votes each Class B ordinary share. | |
| b) | the remaining issued ordinary shares of par value of US$ each in the capital of the Company registered in the names of various shareholders be redesignated as issued class A ordinary shares of US$ each (the “Class A Ordinary Shares”), having one vote each Class A ordinary share. | |
| c) | the authorized but unissued ordinary shares of par value of US$ each in the capital of the Company be redesignated as authorized but unissued Class A Ordinary Shares. | |
| d) | the authorized but unissued ordinary shares of par value of US$ each in the capital of the Company be redesignated as authorized but unissued Class B Ordinary Shares. | |
| e) | the authorized but unissued preference shares of par value of US$ each in the capital of the Company be redesignated as authorized but unissued Class B Ordinary Shares. |
| F-12 |
Statutory reserves
In accordance with the relevant PRC laws and regulations, the Group’s subsidiaries in the PRC are required to provide for certain statutory reserves, which are appropriated from net profit as reported in accordance with PRC accounting standards. The Group’s subsidiaries in the PRC are required to allocate at least 10% of their after-tax profits to the general reserve until such reserve has reached 50% of their respective registered capital. Appropriations to other types of reserves in accordance with relevant PRC laws and regulations are to be made at the discretion of the board of directors of each of the Group’s subsidiaries in the PRC. The statutory reserves are restricted from being distributed as dividends under PRC laws and regulations.
| For the six months ended June 30, | ||||||||||||
| 2025 | 2026 | 2026 | ||||||||||
| HK$’000 | HK$’000 | US$’000 | ||||||||||
| Basic and diluted loss per share | ||||||||||||
| Numerator: | ||||||||||||
| Net loss for the period attributable to the Company’s ordinary shareholders | ( | ) | ( | ) | ( | ) | ||||||
| Denominator: | ||||||||||||
| Weighted average number of basic and diluted ordinary shares outstanding | ||||||||||||
| Weighted average number of basic and diluted ordinary shares used in calculating loss per share | ||||||||||||
| Basic and diluted net loss per share (cents) | ) | ) | ) | |||||||||
Note 15 Commitments and Contingencies
Lease Commitments
The Company entered into leases for production plant in the PRC, Hong Kong office and director’s quarters. Please refer to Note 7 for details.
Contingencies
There were no contingencies identified as at December 31, 2025 and June 30, 2026.
Note 16 Restricted net assets
PRC laws and regulations permit payments of dividends by the Company’s subsidiaries incorporated in the PRC only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. In addition, the Company’s subsidiaries incorporated in the PRC are required to annually appropriate 10% of their net income to the statutory reserve prior to payment of any dividends, unless the reserve has reached 50% of their respective registered capital. Furthermore, registered share capital and capital reserve accounts are also restricted from distribution. As a result of the restrictions described above and elsewhere under PRC laws and regulations, the Company’s subsidiaries incorporated in the PRC are restricted in their ability to transfer a portion of their net assets to the Company in the form of dividends. Except for the above or disclosed elsewhere, there is no other restriction on the use of proceeds generated by the Company’s subsidiaries to satisfy any obligations of the Company.
Note 17 Subsequent Events
The Company evaluated all events and transactions that occurred after June 30, 2026, through the date these unaudited interim condensed consolidated financial statements were issued. Other than the events described below, there were no material subsequent events that require disclosure in these consolidated financial statements.
The Company received a notice dated July 27, 2026 from the Listing Qualifications Department of The Nasdaq Stock Market LLC stating that the minimum bid price per share of its ordinary shares had been below US$ for a period of 30 consecutive business days and that the Company did not meet the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). The Company has until January 25, 2027 to regain compliance.
On
July 31, 2026, the shareholders of the Company approved, by special resolutions, an increase in
Subsequent to June 30, 2026, the Company repaid bank
loans of HK$
On August 19, 2026, Wang Zhiyong and Zhang Peng resigned as directors of the Company, and Li Xiang and Liu Zhenyu were appointed as independent non-executive directors.
| F-13 |