6-K
Maase Inc. (MAAS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATEISSUER
PURSUANT TO RULE 13a-16 OR 15d-16OF THE
SECURITIES EXCHANGE ACT OF1934
For the month of February 2026
Commission File Number 001-38813
Maase Inc.
Building 48, Zhixin ManufacturingValley Industrial Park
No. 52 Yangzhou Road, EconomicDevelopment Zone
Laixi, Qingdao, Shandong Province,People’s Republic of China
Tel: +86-532-66030885
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Financial Information Regarding Acquisition ofCarve Group Ltd
On August 27, 2025, Maase Inc. (the “Company”) completed its acquisition of 100% of the equity interest of Carve Group Ltd. Upon completion, Carve Group Ltd became a wholly owned subsidiary of the Company.
The Company is filing this Current Report on Form 6-K (this “Form 6-K”) to provide (i) the audited combined financial statements of Carve Group Ltd and its subsidiaries for the years ended June 30, 2024 and 2025; and (ii) the unaudited pro forma condensed combined financial statements as of June 30, 2025 of the Company and its subsidiaries upon giving effect to the consummation of the acquisition of Carve Group Ltd.
Attached as exhibits to this Form 6-K are:
(i) Audited combined financial statements of Carve Group Ltd and its subsidiaries for the years ended June 30, 2024 and 2025 as Exhibit 99.1 and relevant consent letter as Exhibit 99.2; and
(ii) Unaudited pro forma condensed combined financial information of the Company and its subsidiaries upon giving effect to the consummation of the acquisition of Carve Group Ltd as Exhibit 99.3.
The unaudited pro forma condensed combined financial information that has been included as Exhibit 99.3 to this Form 6-K does not necessarily reflect what the Company’s results of operations, balance sheets or cash flows would have been during the periods presented had the acquisition of Carve Group Ltd had been consummated and does not necessarily indicate what the Company’s results of operations, balance sheets, cash flows or costs and expenses will be in the future.
Incorporation by Reference
The contents of this Form 6-K are hereby incorporated by reference into the Company’s registration statement on Form S-8 (File No. 333-277814) filed with the U.S. Securities and Exchange Commission on March 11, 2024.
1
EXHIBIT INDEX
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Maase Inc. | |||
|---|---|---|---|
| Date: February 13, 2026 | By: | /s/ Zhou Min | |
| Name: | Zhou Min | ||
| Title: | Vice-Chairperson of the Board,<br><br>Chief Executive Officer |
3
Exhibit99.1
CARVEGROUP LTD
INDEXTO COMBINED FINANCIAL STATEMENTS
| CONTENTS | PAGE(S) | |
|---|---|---|
| REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID: 6907) | F-2 | |
| COMBINED BALANCE SHEETS AS OF JUNE 30, 2024 AND 2025 | F-3 | |
| COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS FOR THE YEARS ENDED JUNE 30, 2024 AND 2025 | F-4 | |
| COMBINED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY FOR THE YEARS ENDED JUNE 30, 2024 AND 2025 | F-5 | |
| COMBINED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JUNE 30, 2024 AND 2025 | F-6 | |
| NOTES TO COMBINED FINANCIAL STATEMENTS | F-7 |
F-1
REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Tothe Board of Directors and Shareholders of
CARVEGROUP LTD.
Opinionon the Combined Financial Statements
We have audited the accompanying combined balance sheets of Carve Group Ltd (the “Company”) and its subsidiaries (the “Group”) as of June 30, 2024 and 2025, the related combined statements of operations and comprehensive loss, changes in shareholders’ equity, and cash flows for each of years ended June 30, 2024 and 2025, and the related notes (collectively referred to as the “combined financial statements”). In our opinion, the combined financial statements present fairly, in all material respects, the financial position of the Group as of June 30, 2024 and 2025, and the results of its operations and its cash flows for each of the years ended June 30, 2024 and 2025, in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Material Uncertainty Related to GoingConcern
The accompanying combined statements have been prepared assuming that the Group will continue as a going concern. As report in Note 2(c) to the combined financial statements, the Group incurred a net loss RMB 1,775 thousand, and as of June 30,2025, it had a working capital deficit of RMB 41,438 thousand, and its accumulated deficit was RMB 33,202 thousand. These events or conditions indicate the existence of material uncertainty which may cast doubt on the Group’s ability to continue as going concern. The combined financial statements have been prepared on the going concern basis as management of the Group has evaluated and concluded that the management’s plans in regard to these matters are described in Note 2(c). the Group will be able to support its continuous operations and to meet its payment obligations as and when liabilities fall due within the next twelve months from the combined balance sheet date and the date of combined financial statements for the year ended June 30,2025. The combined financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified in respect of this matter.
Basisfor Opinion
These combined financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on the Group’s combined financial statements based on our audits. We are a public accounting firm registered with the Public Group Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Group in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the combined financial statements are free of material misstatement, whether due to error or fraud. The Group is not required to have, nor we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the combined financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the combined financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the combined financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Enrome LLP
We have served as the Group’s auditor since 2025.
Singapore
February 13, 2026
F-2
CARVEGROUP LTD
CombinedBalance Sheets
(Inthousands)
| As<br> of June 30, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | 2025 | ||||||||||
| RMB | RMB | |||||||||||
| ASSETS: | ||||||||||||
| Current<br> assets: | ||||||||||||
| Cash<br> and cash equivalents | 390 | 159 | 22 | |||||||||
| Accounts<br> receivable, net | - | 160 | 22 | |||||||||
| Short-term<br> investments | 748 | 258 | 36 | |||||||||
| Other<br> receivables | 404 | 175 | 24 | |||||||||
| Inventories,<br> net | 4,125 | 3,278 | 459 | |||||||||
| Other<br> current assets | 773 | 367 | 51 | |||||||||
| Amounts<br> due from related parties | 729 | 1,237 | 173 | |||||||||
| Total<br> current assets | 7,169 | 5,634 | 787 | |||||||||
| Non-current<br> assets: | ||||||||||||
| Inventories | - | 1,969,950 | 274,994 | |||||||||
| Investments<br> in affiliate | 257 | 387 | 54 | |||||||||
| Property,<br> plant, and equipment, net | 1,608 | 10,473 | 1,462 | |||||||||
| Intangible<br> assets, net | 200 | 500 | 70 | |||||||||
| Right<br> of use assets | 464 | 156 | 22 | |||||||||
| Total<br> non-current assets | 2,529 | 1,981,466 | 276,602 | |||||||||
| Total<br> assets | 9,698 | 1,987,100 | 277,389 | |||||||||
| LIABILITIES<br> AND SHAREHOLDERS’ EQUITY: | ||||||||||||
| Current<br> liabilities: | ||||||||||||
| Accounts<br> payable | 26 | 35 | 5 | |||||||||
| Contract<br> liabilities | 265 | 249 | 35 | |||||||||
| Other<br> payables and accrued expenses | 9,144 | 19,075 | 2,664 | |||||||||
| Amounts<br> due to related parties | 27,366 | 27,206 | 3,798 | |||||||||
| Accrued<br> payroll | 259 | 89 | 12 | |||||||||
| Other<br> current liabilities | 5 | 9 | 1 | |||||||||
| Lease<br> liabilities | 593 | 409 | 57 | |||||||||
| Total<br> current liabilities | 37,658 | 47,072 | 6,572 | |||||||||
| Non-current<br> liability: | ||||||||||||
| Lease<br> liabilities | 187 | - | - | |||||||||
| Total<br> liabilities | 37,845 | 47,072 | 6,572 | |||||||||
| Commitments<br> and contingencies (Note 13) | ||||||||||||
| Shareholders’<br> (Deficit)/ Equity: | ||||||||||||
| Share<br> capital | 73 | 73 | 10 | |||||||||
| Additional<br> paid-in capital | 3,207 | 1,973,157 | 275,442 | |||||||||
| Accumulated deficit | (31,427 | ) | (33,202 | ) | (4,635 | ) | ||||||
| Total<br> shareholder’s (deficit)/equity | (28,147 | ) | 1,940,028 | 270,817 | ||||||||
| Total<br> liabilities and shareholders’ equity | 9,698 | 1,987,100 | 277,389 |
All values are in US Dollars.
The accompanying notes are an integral part of the combined financial statements.
F-3
CARVEGROUP LTD
CombinedStatements of Operations and Comprehensive Loss
(Inthousands)
| Year Ended June 30 | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | 2025 | |||||||
| RMB | RMB | ||||||||
| Net revenues | 3,298 | 3,483 | 485 | ||||||
| Cost of revenue | (2,122 | ) | (2,252 | ) | (315 | ) | |||
| Gross profit | 1,176 | 1,231 | 170 | ||||||
| Operating expenses: | |||||||||
| Selling expenses | (342 | ) | (147 | ) | (21 | ) | |||
| General and administrative expenses | (3,424 | ) | (2,208 | ) | (308 | ) | |||
| Research and development expenses | (962 | ) | (876 | ) | (122 | ) | |||
| Total operating expenses | (4,728 | ) | (3,231 | ) | (451 | ) | |||
| Loss from operations | (3,552 | ) | (2,000 | ) | (281 | ) | |||
| Others (expenses)/income, net | (296 | ) | 95 | 13 | |||||
| Loss before income taxes expense | (3,848 | ) | (1,905 | ) | (268 | ) | |||
| Share of (loss)/income of affiliates | (142 | ) | 130 | 18 | |||||
| Income tax expense | - | * | - | * | - | * | |||
| Net loss | (3,990 | ) | (1,775 | ) | (250 | ) |
All values are in US Dollars.
| * | Individual line items with an absolute value below 1,000 are<br>presented as “-”. |
|---|
The accompanying notes are an integral part of these combined financial statements.
F-4
CARVEGROUP LTD
Combined Statements of Changes in Shareholders’ Equity
(Inthousands)
| Share | Additional paid-in | Retained | Total shareholder’s | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Capital | Capital | Earnings | equity | |||||||
| RMB | RMB | RMB | RMB | |||||||
| Balance as of June 30, 2023 | 73 | 970 | (27,437 | ) | (26,394 | ) | ||||
| Net loss | - | - | (3,990 | ) | (3,990 | ) | ||||
| Capital contribution | - | 2,237 | - | 2,237 | ||||||
| Balance as of June 30, 2024 | 73 | 3,207 | (31,427 | ) | (28,147 | ) | ||||
| Net loss | - | - | (1,775 | ) | (1,775 | ) | ||||
| Inventories appreciation from the acquisition of a subsidiary | - | 1,969,950 | - | 1,969,950 | ||||||
| Balance as of June 30, 2025 | 73 | 1,973,157 | (33,202 | ) | 1,940,028 | |||||
| Balance as of June 30, 2025 in US (Note 2(q)) | 10 | 275,442 | (4,635 | ) | 270,817 |
All values are in US Dollars.
The accompanying notes are an integral part of the combined financial statements.
F-5
CARVEGROUP LTD
CombinedStatements of Cash Flows
(Inthousands)
| Year Ended June 30 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | 2025 | ||||||||||
| RMB | RMB | |||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net Loss | (3,990 | ) | (1,775 | ) | (250 | ) | ||||||
| Adjustments to reconcile net income to net cash generated from operating activities: | ||||||||||||
| Depreciation expense | 1,108 | 1,048 | 146 | |||||||||
| Amortization of intangible assets | 33 | 33 | 5 | |||||||||
| Change to Provision for credit losses | 457 | - | - | |||||||||
| Amortization of right-of-use assets | 301 | 308 | 43 | |||||||||
| Inventory provision | 413 | 159 | 22 | |||||||||
| Share of (loss)/income of affiliates | 142 | (130 | ) | (18 | ) | |||||||
| Changes in operating assets and liabilities: | ||||||||||||
| Accounts receivable | - | (160 | ) | (22 | ) | |||||||
| Inventories, net | (36 | ) | 688 | 96 | ||||||||
| Other receivables | 340 | 229 | 32 | |||||||||
| Other current assets | 219 | 405 | 57 | |||||||||
| Accounts payable | 19 | 9 | 1 | |||||||||
| Contract liabilities | 210 | (16 | ) | (2 | ) | |||||||
| Other payables and accrued expenses | (2,339 | ) | 9,932 | 1,386 | ||||||||
| Amount due from a related party | 24 | - | - | |||||||||
| Accrued payroll | 21 | (168 | ) | (23 | ) | |||||||
| Other current liabilities | 1 | 4 | 1 | |||||||||
| Lease liabilities | (1 | ) | (371 | ) | (52 | ) | ||||||
| Net cash (used in)/ provided by operating activities | (3,078 | ) | 10,195 | 1,422 | ||||||||
| Cash flows from investing activity: | ||||||||||||
| Purchase of property, plant and equipment | (21 | ) | (9,915 | ) | (1,384 | ) | ||||||
| Purchases on intangible assets | - | (333 | ) | (46 | ) | |||||||
| Purchase of short-term investments | (4,280 | ) | (1,965 | ) | (274 | ) | ||||||
| Proceeds from disposal of short-term investments | 3,762 | 2,456 | 343 | |||||||||
| Payments for acquisition of equity investments | (400 | ) | (1,010 | ) | (141 | ) | ||||||
| Net cash used in investing activities | (939 | ) | (10,767 | ) | (1,502 | ) | ||||||
| Cash flows from financing activities: | ||||||||||||
| Capital contribution by shareholders | 2,237 | - | - | |||||||||
| Proceeds from related parties | 2,468 | 502 | 70 | |||||||||
| Repayments to related parties | (624 | ) | (161 | ) | (22 | ) | ||||||
| Net cash provided by financing activities | 4,081 | 341 | 48 | |||||||||
| Net increase (decrease) in cash and cash equivalents | 64 | (231 | ) | (32 | ) | |||||||
| Cash and cash equivalents at beginning of year | **** | **** | 326 | **** | **** | **** | 390 | **** | **** | **** | 54 | **** |
| Cash and cash equivalents at the end of the year | 390 | 159 | 22 | |||||||||
| Reconciliation in amounts on the combined balance sheets: | ||||||||||||
| Cash and cash equivalents at the end of the year | 390 | 159 | 22 | |||||||||
| SUPPLEMENTAL DISCLOSURE OF NON-CASH FLOW INFORMATION: | ||||||||||||
| Inventories appreciation from the acquisition of a subsidiary | - | 1,969,950 | 274,994 |
All values are in US Dollars.
The accompanying notes are an integral part of the combined financial statement
F-6
CARVEGROUP LTD
Notesto the Combined Financial Statements
(Inthousands)
(1)Organization and Description of Business
Carve Group Ltd (“Carve Group” or the “Company”) is a limited liability company incorporated in the British Virgin Islands on February 5, 2025. The Company is an investment holding company. The Company’s subsidiaries are engaged in (i) the cultivation and supply of scarce wild-grown traditional Chinese medicine resources; and (ii) the research, development, production and sale of health and wellness products in the People’s Republic of China (the “PRC”). The Company together with its subsidiary is collectively referred to as the Group.
As of this audit report, the Company’s subsidiaries are detailed in the table as follows:
| Entities | **** | Date of Incorporation | **** | Place of Incorporation | **** | % of Ownership | **** | Principal Activity |
|---|---|---|---|---|---|---|---|---|
| Yunshang Management Company Limited (“Yunshang”) | March 27, 2025 | Hong Kong | 100% | an investment holding company | ||||
| Shenzhen Hillstar Management Consulting Co., Ltd (“Shenzhen Hillstar”) | July 3, 2025 | Shenzhen, China | 100% | an investment holding company | ||||
| Zhongshen Resources Development (Liaoning) Co., Ltd (“Zhongshen”) | February 11,2025 | Liaoning, China | 100% | cultivation and supply of scarce wild-grown traditional Chinese medicine resources | ||||
| Glyken Bird Nest Technology (Shenzhen) Co., Ltd (“Glyken”) | April 1, 2020 | Shenzhen, China | 100% | research and development, production, and sales of health and wellness products | ||||
| Guangxi Free Trade Zone Yanwo Bio-technology Co., Ltd. | August 10, 2020 | Guangxi, China | 90% | research and development, production, and sales of health and wellness products | ||||
| Yanwa Brand Operation (Shenzhen) Co., Ltd. | January 26, 2020 | Shenzhen, China | 100% | research and development, production, and sales of health and wellness products | ||||
| Yanwo Health Food Technologies (Shenzhen) Co., Ltd. | December 12, 2019 | Shenzhen, China | 100% | research and development, production, and sales of health and wellness products |
Groupreorganization
(a) On March 27, 2025, Yunshang was incorporated with an issued share capital of HK$10,000, divided into 10,000 ordinary shares of HK$1 par value each. On the date of incorporation, Yunshang was under the control of Carve Group.
(b) On July 3, 2025, Shenzhen Hillstar was incorporated with an issued share capital of US$500,000. Upon incorporation, Shenzhen Hillstar was controlled by Yunshang.
F-7
CARVEGROUP LTD
Notesto the Combined Financial Statements
(Inthousands)
(1)Organization and Description of Business (Continued)
(c) Zhongshen was incorporated on February 11, 2025, with an issued share capital of RMB 10,000,000. It was under the control of Mr. Xiaogeng Liu, Ms. Lihua Li, Mr. Yuening Ren, Mr. Yuehua Ren, Mr. Sanwei Wei, and Ms. Ying Liu (together, the “Precedent Shareholders”). On August 22, 2025, Shenzhen Hillstar acquired a 100% equity interest in Zhongshen from the Precedent Shareholders in exchange for Zhongshen’s net assets, and Zhongshen became a wholly-owned subsidiary of Shenzhen Hillstar.
(d) Glyken holds controlling interests in three subsidiaries: 90% of Guangxi Free Trade Zone Yanwo Bio-technology Co., Ltd., 100% of Yanwa Brand Operation (Shenzhen) Co., Ltd., and 100% of Yanwo Health Food Technologies (Shenzhen) Co., Ltd. Prior to the reorganization, Glyken was controlled by KeCui Health Industry (Shenzhen) Co., Ltd. and Yanyu Weilai Management (Shenzhen) Partnership (together, the “Precedent Shareholders”). On August 15, 2025, Shenzhen Hillstar acquired a 100% equity interest in Glyken from the Precedent Shareholders in exchange for Glyken’s net assets. Consequently, Glyken and its subsidiaries became wholly-owned subsidiaries of Shenzhen Hillstar.
On July 28, 2025, the Company entered into a Share Purchase Agreement with Maase Inc. (the “Buyer”) and the sellers (the “Sellers”) comprising Golden Brighter Limited, WJ Management Limited, Union Chief Limited, and the existing shareholders of Carve Group. Pursuant to this agreement, the Buyer acquired 100% of the equity interests in Carve Group from the Sellers. The transaction was completed on August 27, 2025. Following the completion, Maase Inc. holds all of the issued shares of the Company.
(2)Summary of Significant Accounting Policies
| (a) | Presentation and Combination |
|---|
The combined financial statements have been prepared on the going concern basis in accordance with, and in compliance with, accounting principles generally accepted in the United States of America (“U.S. GAAP”). The combined financial statements have been prepared on the basis of accounting policies applicable to a going concern. This basis presumes that funds will be available to finance future operations that the realization of assets and settlement of liabilities, contingent obligations and commitments will occur in the ordinary course of business. The combined financial statements have been prepared on the historical cost convention, unless otherwise stated in the accounting policies which follow and incorporate the principal accounting policies set out below. The presentation currency is RMB.
| (b) | Use of Estimates |
|---|
The preparation of the combined financial statements in conformity with U.S. GAAP requires management to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the combined financial statements and the reported amounts of revenues and expenses during the reported period. The Group evaluates estimates, including those related to inventory write-downs, the allowance for credit losses of accounts receivable, other receivables, and the useful lives of property, plant and equipment, the realization of deferred tax assets and impairment of long-lived assets. The Group, based their estimates on historical experience and various other factors, believed to be reasonable under the circumstances, that the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.
| (c) | Going Concern |
|---|
The accompanying combined financial statements have been prepared assuming that the Group will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.
For the year ended June 30, 2025, the Group incurred a net loss RMB1,775, and as of June 30, 2025, it had a working capital deficit of RMB41,438, and its accumulated deficit was RMB33,202.
The Group has a plan of operations and acknowledges that its plan of operations may not result in generating positive working capital in the near future.
F-8
CARVEGROUP LTD
Notesto the Combined Financial Statements
(Inthousands)
(2)Summary of Significant Accounting Policies (Continued)
To meet the cash requirements for the next 12 months from the issuance date of this report, the Group is undertaking a combination of the remediation plans:
| ● | The Group is implementing cost optimization initiatives across its operations to improve efficiency and preserve liquidity. | |
|---|---|---|
| ● | Following its acquisition by Maase Inc., the Group<br>expects to receive ongoing financial and strategic support. This includes anticipated capital injections or other funding arrangements<br>designed to enhance the Group’s cash position and support its operations for a period of at least twelve months from the date of<br>this report. | |
| --- | --- | --- |
| ● | The<br> Group is going to seek more equity investment in the fiscal year 2026. |
As of June 30, 2025, the Group’s having a minimum cash balance on the combined statement of financial position. The Group has taken an intensive review of operations and expenditures, including selling, and administration expenses, to identify and eliminate inefficiencies and redundancies in order to preserve cash while maintaining the business. Given the Group’s existing cash balances and projected cash generated by, and used in, operating activities, the Group believes that it will have sufficient liquidity to fund its operating activities, and react as necessary to market changes, which may include working capital needs for at least twelve months from the issuance date of this report.
The Group will be able to support its continuous operations and to meet its payment obligations as and when liabilities fall due within the next twelve months from the combined balance sheet date and the date of combined financial statements for the financial year ended June 30, 2025. Accordingly, the Group’s combined financial statements are prepared on a going concern basis, which assumes that the Group will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations as they fall due. In the event the Group will not be able to continue as a going concern, adjustments will have to be made to reflect the situation that assets will need to be realized other than in the amounts at which they are currently recorded in the combined balance sheet. In addition, the Group may have to provide for further liabilities that might arise and to reclassify non-current assets and liabilities as current assets and liabilities.
| (d) | Cash and Cash Equivalents |
|---|
Cash and cash equivalents consist of cash on hand, bank deposits and short-term, highly liquid investments, which have original maturities of three months or less, and that are readily convertible to known amounts of cash and have an insignificant risk of changes in value related to changes in interest rates.
| (e) | Short-Term Investments |
|---|
The Group classifies fund investments with original investment terms exceeding three months but less than one year as short-term investments. As of June 30, 2024 and 2025, the Group held short-to-medium term money market funds with fair values of approximately RMB748 and RMB258, respectively. Related investment income has been recognized in “Others (expenses)/income, net” in the consolidated statements of operations and comprehensive loss, with investment gains of RMB8 and RMB3 recorded for the years ended June 30, 2024 and 2025, respectively.
| (f) | Accounts Receivable, net |
|---|
Accounts receivable is recorded at the amount that the Group expects to collect and do not bear interest. Accounts receivable represents fees receivable on sales of health and wellness products from customers. Accounts receivable are generally settled within 30 days since the initial recognition pursuant to the payment terms in the contract with customers.
The Group evaluates the collectability of its accounts receivable based on a combination of factors. The provision of credit losses for accounts receivable is based upon the current expected credit losses (“CECL”) model by pooling accounts receivable into various age buckets (e.g., within 1 year, 1-2 years, 2-3 years and longer than 3 years) as balances within the same range of aging share similar risk characteristics and applying expected credit loss rates to each pool. The Group has fully provided CECL for accounts receivable aging longer than three years. In assessing the CECL, the Group considers both quantitative and qualitative information that is reasonable and supportable, including relevant available information from internal and external sources, related to past events, historical credit loss experience, current and future economic events as well as other conditions that may be beyond the Group’s control. Credit loss expenses are assessed periodically and included in general and administrative expenses on the combined statements of operations and comprehensive loss. Accounts receivable that are deemed uncollectible when all collection efforts have been exhausted, which typically lasts for no less than three years past due, are written off against the allowance for credit loss.
F-9
CARVEGROUP LTD
Notesto the Combined Financial Statements
(Inthousands)
(2)Summary of Significant Accounting Policies (Continued)
Accounts receivable net is analyzed as follows:
| As<br> of June 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | |||||||
| RMB | RMB | |||||||
| Accounts receivable | 457 | 617 | ||||||
| Allowance<br> for credit loss | (457 | ) | (457 | ) | ||||
| Accounts<br> receivable, net | - | 160 |
The following table summarizes the movement of the Group’s allowance for expected credit losses of accounts receivable:
| For<br> the years ended<br><br> June 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | |||||||
| RMB | RMB | |||||||
| Balance at beginning<br> of the year | - | 457 | ||||||
| Current<br> period provision for expected credit loss | 457 | - | ||||||
| Balance<br> at end of the year | 457 | 457 | ||||||
| (g) | Inventories, net | |||||||
| --- | --- |
Inventories are stated at the lower of cost and net realizable value. Inventories primarily include raw materials, finished goods related to the bird’s nest-based nutritional products and wild-grown ginseng roots aged over 40 years that are under cultivation and have not yet been harvested. The cost of inventories related to bird’s nest products includes direct materials, direct labor, and an appropriate proportion of manufacturing overhead, and is determined using the first-in, first-out (FIFO) method. Ginseng roots inventories primarily represent the capitalized costs associated with growing ginseng roots, consist of but not limited to initial purchase cost based on valuation, costs of plantation, cultivation, pest controls, pruning and irrigation etc., which are recorded as non-current assets. As these roots are being cultivated for sale in the ordinary course of business, they are classified as inventory. The Group regularly assesses the net realizable value of its inventories. A provision for obsolescence (inventory write-down) is made when the carrying amount exceeds the estimated net realizable value. This estimation considers factors such as the current condition of inventory, aging, expected future demand, and anticipated selling prices. For the years ended June 30, 2024 and 2025, inventory write-down of RMB413 and RMB159 were recorded based on this assessment.
| (h) | Other receivables |
|---|
Other receivables primarily include deposits, advances to staff and other receivables. Management reviews the composition of deposits and other receivables and determines if an allowance for doubtful accounts is needed. Based on management’s assessment, no such allowance was required for the years ended June 30, 2024 or June 30, 2025.
F-10
CARVEGROUP LTD
Notesto the Combined Financial Statements
(Inthousands)
(2)Summary of Significant Accounting Policies (Continued)
| (i) | Property, Plant and Equipment, net |
|---|
Property, plant and equipment are stated at cost. Depreciation is calculated using the straight-line method over the following estimated useful lives, taking into account residual value:
| Estimated<br> <br>useful life<br> <br>(Years) | Estimated<br> <br>residual<br> <br>value | ||||
|---|---|---|---|---|---|
| Building | 20 | 10% | |||
| Machinery and equipment | 3-5 | 0%-5% | |||
| Office equipment, furniture<br> and fixtures | 3-5 | 0%-5% | |||
| Leasehold improvements | 5 | 0% |
The depreciation methods and estimated useful lives are reviewed regularly. The following table summarizes the depreciation expense recognized in the combined statements of operations and comprehensive loss:
| Years ended June 30 | ||||
|---|---|---|---|---|
| 2024 | 2025 | |||
| RMB | RMB | |||
| Cost of revenue | 482 | 442 | ||
| General and administrative expenses | 626 | 606 | ||
| Depreciation expense | 1,108 | 1,048 | ||
| (j) | Intangible assets, net | |||
| --- | --- | --- |
Intangible assets are stated at cost. Amortization is calculated using the straight-line method over the following estimated useful lives, taking into account residual value:
| Estimated<br> <br>useful life<br> <br>(Years) | ||
|---|---|---|
| Patent | 5 | |
| Trade names | 5 | |
| Forest land use right | 30 |
F-11
CARVEGROUP LTD
Notesto the Combined Financial Statements
(Inthousands)
(2)Summary of Significant Accounting Policies (Continued)
| (k) | Investments in Affiliates |
|---|
The Group uses the equity method of accounting for investments in which the Group has the ability to exercise significant influence, but does not have a controlling interest. Under the equity method, investments are initially recognized at cost and subsequently adjusted to recognize the Group’s share of the post-acquisition profits or losses of the investee in profit or loss, and its share of other comprehensive income. The Group recorded an investment loss of RMB142 and an investment income of RMB130 in others, net in the combined statement of operations and comprehensive loss for the years ended June 30, 2024 and 2025, respectively.
The Group continually reviews its investment in equity investees to determine whether a decline in fair value to an amount below the carrying value is other-than-temporary. The primary factors the Group considers in its determination are the duration and severity of the decline in fair value; the financial condition, operating performance and the prospects of the equity investee; and other company specific information such as the stock price of the investee and its corresponding volatility, if publicly traded, the Group’s intent and ability to hold the investment until recovery, and changes in the macro-economic, competitive and operational environment of the investee. If the decline in fair value is deemed to be other-than-temporary, the carrying value of the equity investee is written down to fair value.
| (l) | Fair Value Measurement |
|---|
Accounting guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.
Accounting guidance establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Accounting guidance establishes three levels of inputs that may be used to measure fair value:
| ● | Level<br> 1 applies to assets or liabilities for which there are quoted prices, in active markets for identical assets or liabilities. | |
|---|---|---|
| ● | Level<br> 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability<br> such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical asset or liabilities in markets<br> with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs<br> are observable or can be derived principally from, or corroborated by, observable market data. | |
| ● | Level<br> 3 applies to asset or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the<br> measurement of the fair value of the assets or liabilities. |
The carrying amount of cash and cash equivalents, accounts payable, other payable and other liabilities approximates fair value because of their short-term nature.
F-12
CARVEGROUP LTD
Notesto the Combined Financial Statements
(Inthousands)
(2)Summary of Significant Accounting Policies (Continued)
Accounting guidance also describes three main approaches to measure the fair value of assets and liabilities: (1) market approach; (2) income approach and (3) cost approach. The market approach uses prices and other relevant information generated from market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value amount. The measurement is based on the value indicated by current market expectations about those future amounts. The cost approach is based on the amount that would currently be required to replace an asset.
When available, the Group uses quoted market prices to determine the fair value of an asset or liability. If quoted market prices are not available, the Group will measure fair value using valuation techniques that use, when possible, current market-based or independently sourced market parameters, such as interest rates and currency rates.
| (m) | Impairment of Long-Lived Assets |
|---|
Long-lived assets are evaluated for impairment whenever events or changes in circumstances (such as a significant adverse change to market conditions that will affect the future use of the assets) indicate that the carrying value of an asset may not be fully recoverable or that the useful life is shorter than the Group had originally estimated. When these events occur, the Group evaluates the impairment for the long-lived assets by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. If the sum of the expected future undiscounted cash flows is less than the carrying value of the assets, the Group recognizes an impairment loss based on the excess of the carrying value of the assets over the fair value of the assets. No impairment charge was recognized for the years ended June 30, 2025 and 2024.
| (n) | Income Taxes |
|---|
Income taxes are accounted for under the asset and liability method. Deferred income taxes are recognized for temporary differences between the tax basis of assets and liabilities and their reported amounts in the combined financial statements, net operating loss carryforwards and credits by applying enacted statutory tax rates applicable to future years. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
The Group records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Group recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. The Group recognizes interest and penalties related to unrecognized tax benefits, if any, on the income tax expense line in the accompanying combined statement of income and comprehensive income. Accrued interest or penalties are included on the other tax liabilities line in the combined balance sheets.
| (o) | Revenue Recognition |
|---|
For the years ended June 30 2024 and 2025, the Group derives its revenues mainly from sales of health and wellness products from customers.
The Group recognizes revenue when its customer obtains control of promised goods or services in an amount that reflects the consideration which the Group expects to receive in exchange for those goods or services. For revenue recognition, the Group evaluates the arrangements within the scope of Topic 606 and performs the following five 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.
F-13
CARVEGROUP LTD
Notesto the Combined Financial Statements
(Inthousands)
(2)Summary of Significant Accounting Policies (Continued)
Productrevenue recognition
The Group generates substantially all of its revenue from the sale of health and wellness products. Revenue is recognized when control of the promised goods is transferred to the customer, in an amount that reflects the consideration the Group expects to be entitled to in exchange for those goods.
For online sales conducted through platforms such as JD.com, The Group recognizes revenue at the point of time when the goods have been received by the customers based on the delivery day estimate. The Group reasonably estimate the possibility of return based on the historical experience, changes in judgments on these assumptions and estimates could materially impact the amount of net revenues recognized. The Group generally grants customers 7 days of free return upon receiving goods according to PRC law regarding online purchased products. As of June 30, 2024 and 2025, no return allowances were recorded.
For offline sales, revenue is recognized at the point of sale when the customer obtains control of the merchandise, which is generally at the time of checkout.
Payments received in advance of product shipment or transfer of control are recorded as Contract Liabilities.
Value-addedtax and surcharges
The Group is subject to value-added-tax (“VAT”) on the revenues earned for product sales in the PRC. In the accompanying combined statements of comprehensive loss, such VAT is excluded from net revenues. The Group presents revenue net of tax surcharges and value-added taxes incurred. The tax surcharges amounted to RMB4 and RMB2 for the years ended June 30, 2024 and 2025, respectively.
Contract liabilities
The Group’s contract liabilities mainly consist of prepayments from customers. As of June 30, 2024 and 2025, respectively, the balances of the contract liabilities are RMB265 and RMB249.
Contract liabilities of RMB134 as of June 30, 2024, were recognized as revenue during the year ended June 30, 2025, and those of RMB268 as of June 30, 2025, are expected to be realized in the following year.
Disaggregated information of revenues by sales of products:
| For the year ended June 30,<br> <br>2024 | For the <br> year ended <br> June 30,<br> 2025 | |||
|---|---|---|---|---|
| Revenue from sales of products | 3,298 | 3,483 | ||
| -- Revenue from sales of products recognized at a point in time | 3,298 | 3,483 | ||
| (p) | Cost of revenue | |||
| --- | --- |
Cost of revenues primarily consists of the cost of products sold, which includes direct materials, direct labor, and allocated manufacturing overhead. Additionally, it includes inventory write-downs to the lower of cost or market value.
F-14
CARVEGROUP LTD
Notesto the Combined Financial Statements
(Inthousands)
(2)Summary of Significant Accounting Policies (Continued)
| (q) | Translation into USD |
|---|
The combined financial statements of the Group are stated in RMB. Translations of amounts from RMB into USD are solely for the convenience of the readers outside of China and were calculated at the rate of US$1.00 = RMB7.1636, representing the noon buying rate in the City of New York for cable transfers of RMB on June 30, 2025, the last business day in fiscal year 2025, as set forth in H.10 statistical release of the Federal Reserve Bank of New York. The translation is not intended to imply that the RMB amounts could have been, or could be, converted, realized or settled into USD at such rate.
| (r) | Leases |
|---|
The Group leases office space, manufacturing plants and staff dormitory under operating leases for terms ranging from short term (under 12 months) to 5 years. The Group does not have options to extend or terminate leases, as the renewal or termination of relevant lease is on negotiation basis. As a lessee, the Group does not have any financing leases and none of the leases contain material residual value guarantees or material restrictive covenants. The Group’s office space leases typically have initial lease terms of range from 3 years to 5 years, manufacturing plants leases typically have initial lease terms of 5 years, and staff dormitory leases typically have an initial term of 4 years or less. The Group’s leases for office space, manufacturing plants, and staff dormitories include fixed rental payments and do not contain variable lease payments that depend on an index or rate.
The Group determines whether a contract contains a lease at contract inception. A contract contains a lease if there is an identified asset and the Group has the right to control the use of the identified asset. At the commencement of each lease, management determines its classification as an operating or finance lease. For leases that qualify as operating leases, the Group recognizes a right-of-use (“ROU”) asset and a lease liability based on the present value of the lease payments over the lease term in the combined statements of balance sheets at commencement date. As all of the leases do not have implicit rates available, the Group uses incremental borrowing rates based on the information available at lease commencement date in determining the present value of future payments. The incremental borrowing rates are estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased assets are located.
The ROU asset is measured at the amount of the lease liabilities with adjustments, if applicable, for lease prepayments made prior to or at lease commencement, initial direct costs incurred and lease incentives. For office space leases, the Group identifies the lease and non-lease components (e.g., common-area maintenance costs) and accounts for non-lease components separately from lease components. The Group’s office space lease contracts have only one separate lease component and have no non-components (e.g., property tax or insurance). Most of the office space lease contracts have no non-lease components. For the office space lease contracts include non-lease components, the fixed lease payment is typically itemized in the office space lease contract for separate lease component and non-lease components. Therefore, the Group does not allocate the consideration in the contract to the separate lease component and the non-lease components.
F-15
CARVEGROUP LTD
Notesto the Combined Financial Statements
(Inthousands)
(2)Summary of Significant Accounting Policies (Continued)
| (r) | Leases-(Continued) |
|---|
The ROU asset is measured at the amount of the lease liabilities with adjustments, if applicable, for lease prepayments made prior to or at lease commencement, initial direct costs incurred and lease incentives. For office space leases, the Group identifies the lease and non-lease components (e.g., common-area maintenance costs) and accounts for non-lease components separately from lease component. The Group’s office space lease contracts have only one separate lease component and have no non-components (e.g., property tax or insurance). Most of the office space lease contracts have no non-lease components. For the office space lease contracts include non-lease components, the fixed lease payment is typically itemized in the office space lease contract for separate lease component and non-lease components. Therefore, the Group does not allocate the consideration in the contract to the separate lease component and the non-lease components.
Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Group has made an accounting policy election to exempt leases with an initial term of 12 months or less without a purchase option that is likely to be exercised from being recognized on the balance sheet. Payments related to those leases continue to be recognized in the combined statement of operations and comprehensive loss on a straight-line basis over the lease term.
In addition, the Group does not have any related-party leases or sublease transactions.
| (r) | Related parties |
|---|
The Group adopted ASC 850, Related Party Disclosures, for the identification of related parties and disclosure of related party transactions. Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant influence, such as a family member or relative, shareholder, or a related corporation.
| (s) | Recently accounting pronouncements |
|---|
In July 2025, the FASB issued ASU 2025-05 - Financial Instruments—Credit Losses (Topic 326). The amendments in this Update provide (1) all entities with a practical expedient and (2) entities other than public business entities with an accounting policy election when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. An entity that elects the practical expedient and the accounting policy election, if applicable, should apply the amendments in this Update prospectively. The amendments will be effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in both interim and annual reporting periods in which financial statements have not yet been issued or made available for issuance. The Group is evaluating the impact of the adoption of this guidance. We believe the future adoption of this ASU is not expected to have a material impact on its financial statements.
In December 2025, the FASB issued ASU 2025-11, which clarifies the scope and disclosure requirements for interim financial reporting under ASC 270. The amendments introduce a principle requiring disclosure of events and transactions occurring after the end of the most recent annual reporting period that have a material impact on the entity and consolidate certain interim disclosure requirements. The amendments are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact that adoption of this ASU will have on its interim financial statement disclosures.
Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the combined financial statements upon adoption. The Group does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its combined financial condition, results of operations, cash flows or disclosures.
F-16
CARVEGROUP LTD
Notesto the Combined Financial Statements
(Inthousands)
(3) Short-term investments
| As of June 30, | ||||
|---|---|---|---|---|
| 2024 | 2025 | |||
| RMB | RMB | |||
| Short-term investments | 748 | 258 | ||
| Total | 748 | 258 |
As of June 30, 2024 and 2025, Short-term investments primarily consist of wealth management products issued by banks. These investments are classified as held-to-maturity debt securities and are measured at amortized cost, net of allowance for credit losses, in accordance with ASC 320. No impairment loss on short term investments was identified for years ended June 30, 2024 and 2025, respectively.
(4) Other Receivables
Other receivables consist of the following:
| As<br> of June 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | |||||||
| RMB | RMB | |||||||
| Deposits | 234 | 161 | ||||||
| Advances to staff | 18 | 12 | ||||||
| Others | 152 | 2 | ||||||
| Other<br> receivables | 404 | 175 |
(5)Inventories, net
Inventories, net consist of the following:
| As<br> of June 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | |||||||
| RMB | RMB | |||||||
| Raw material | 3,164 | 2,550 | ||||||
| Finished Goods | 1,524 | 1,450 | ||||||
| Ginseng | - | 1,969,950 | ||||||
| Inventory<br> write-down | (563 | ) | (722 | ) | ||||
| Total | 4,125 | 1,973,228 |
For the years ended June 30,2025 and 2024, the Group recognized inventories write-down of RMB159 and RMB413 in cost of revenue, respectively.
F-17
CARVEGROUP LTD
Notesto the Combined Financial Statements
(Inthousands)
(6) Investments in affiliate
Investments in affiliate consist of the following:
| As of June 30, | ||||
|---|---|---|---|---|
| 2024 | 2025 | |||
| RMB | RMB | |||
| Yanbense Food Technology (Shenzhen) Co., Ltd. | 257 | 387 | ||
| Total | 257 | 387 |
As of June 30, 2024 and 2025, investments in affiliate primarily consist of the Group’s 40% equity interest in Yanbense Food Technology (Shenzhen) Co., Ltd., which is accounted for using the equity method. The Group recorded an investment loss of RMB142 and an investment income of RMB130 in others, net in the combined statement of operations and comprehensive loss for the years ended June 30, 2024 and 2025, respectively. No impairment has been recorded on the investments accounted for under equity method for the year ended June 30,2025.
(7)Property, Plant and Equipment, net
Property, plant and equipment, net, consist of the following:
| As<br> of June 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | |||||||
| RMB | RMB | |||||||
| Building | - | 9,667 | ||||||
| Machinery and equipment | 2,296 | 2,504 | ||||||
| Office equipment, furniture<br> and fixtures | 384 | 422 | ||||||
| Leasehold improvements | 2,582 | 2,582 | ||||||
| Total | 5,262 | 15,175 | ||||||
| Less:<br> Accumulated depreciation | (3,654 | ) | (4,702 | ) | ||||
| Property,<br> plant and equipment, net | 1,608 | 10,473 |
For the years ended June 30,2025 and 2024, depreciation expense amounted to RMB1,048 and RMB1,108, respectively. No impairment on property, plant and equipment was recorded for the years ended June 30, 2024 and 2025.
F-18
CARVEGROUP LTD
Notesto the Combined Financial Statements
(Inthousands)
(8)Intangible assets, net
Intangible assets, net, consist of the following:
| As<br> of June 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | |||||||
| RMB | RMB | |||||||
| Forest land use<br> right | - | 333 | ||||||
| Patent | 20 | 20 | ||||||
| Trade names | 297 | 297 | ||||||
| Total | 317 | 650 | ||||||
| Less:<br> Accumulated depreciation | (117 | ) | (150 | ) | ||||
| Intangible<br> assets, net | 200 | 500 |
For the years ended June 30,2025 and 2024, amortization expense amounted to RMB33 and RMB33, respectively.
No impairment on Intangible assets was recorded for the years ended June 30, 2024 and 2025.
(9)Leases
The Group’s leases for office space, manufacturing plants and staff dormitory include only fixed rental payments with no variable lease payment terms. As of June 30, 2024 and 2025, there were no leases that have not yet commenced.
The following represents the aggregate right of use assets and related lease liabilities as of June 30, 2024 and 2025:
| As<br> of June 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | |||||||
| RMB | RMB | |||||||
| Right<br> of use assets | 464 | 156 | ||||||
| Current lease liabilities | 593 | 409 | ||||||
| Non-current<br> lease liabilities | 187 | - | ||||||
| Total<br> lease liabilities | 780 | 409 |
The weighted average lease term and discount rate as of June 30, 2024 and 2025 were as follows:
| As<br> of June 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | |||||||
| Weighted<br> average lease term: | ||||||||
| Operating leases | 0.98 | 0.29 | ||||||
| Weighed<br> average discount rate: | ||||||||
| Operating leases | 4.35 | % | 4.35 | % |
F-19
CARVEGROUP LTD
Notesto the Combined Financial Statements
(Inthousands)
(9) Leases (Continued)
The components of lease expenses for the years ended June 30, 2024 and 2025 were as follows:
| Years<br> ended June 30 | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | |||||||
| RMB | RMB | |||||||
| Operating lease<br> expense | 338 | 327 | ||||||
| Short<br> term lease expense | - | 3 | ||||||
| Total | 338 | 330 |
The following is a schedule, by years, of maturities of lease liabilities as of June 30, 2025:
| Minimum<br> Lease | ||||
|---|---|---|---|---|
| Payment | ||||
| RMB | ||||
| For the year ending June 30: | ||||
| 2026 | 412 | |||
| Total<br> remaining undiscounted lease payments | 412 | |||
| Less:<br> Interest | 3 | |||
| Total<br> present value of lease liabilities | 409 | |||
| Less:<br> Current operating lease liability | 409 | |||
| Non-current<br> operating lease liability | - |
F-20
CARVEGROUP LTD
Notesto the Combined Financial Statements
(Inthousands)
(10) Other Payables and Accrued Expenses
Components of other payables and accrued expenses are as follows:
| As<br> of June 30, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | |||||||
| RMB | RMB | |||||||
| Payable for acquisition<br> of forest land use right and buildings(i) | - | 10,000 | ||||||
| Payable for equity transfer(ii) | 7,363 | 7,363 | ||||||
| Loan from a third party | 1,600 | 1,600 | ||||||
| Others | 181 | 112 | ||||||
| Other<br> payables and accrued expenses | 9,144 | 19,075 |
| (i) | Amount<br> represents the consideration for acquisition of forest land use right and buildings, which was expected to be settled in 2026. |
|---|---|
| (ii) | Amount<br> represents the consideration payable to the former shareholders of Glyken, assuming the completion of Shenzhen Hillstar’s 100%<br> acquisition of Glyken as of June 30, 2024 and 2025. |
(11)Income Taxes
The Company’s subsidiaries incorporated in the PRC are subject to the PRC Enterprise Income Tax and a unified 25% enterprise income tax rate.
Deferred income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the combined financial statements, net operating loss carry forwards and credits. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Current income taxes are provided in accordance with the laws of the relevant taxing authorities. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in which temporary differences are expected to be received or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in the combined statements of comprehensive loss in the year of the enactment of the change.
The Group considers positive and negative evidence to determine whether some portion or all of the deferred tax assets will more likely than not be realized. This assessment considers, among other matters, the nature, frequency and severity of recent losses, forecasts of future profitability, the duration of statutory carry forward periods, the Group’s experience with tax attributes expiring unused and tax planning alternatives. Valuation allowances have been established for deferred tax assets based on a more-likely-than-not threshold. The Group’s ability to realize deferred tax assets depends on its ability to generate sufficient taxable income within the carry forward periods provided for in the tax law.
The Group had total operating loss carry-forwards of RMB4,763 and RMB6,447 as of June 30 2024 and 2025, respectively. As of June 30, 2025, all of the operating loss carry-forwards will expire in the years from 2025 to 2028.
F-21
CARVEGROUP LTD
Notesto the Combined Financial Statements
(Inthousands)
(11)Income Taxes (Continued)
Income tax expenses are comprised of the following:
| Years<br> ended June 30 | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | |||||||
| RMB | RMB | |||||||
| Current tax expense | - | * | - | * | ||||
| Income<br> tax expense | - | - | ||||||
| * | Individual line items with an absolute value below 1,000 are presented as “-”. | |||||||
| --- | --- |
Reconciliation between the provision for income taxes computed by applying the PRC enterprise income rate of 25% to net income before income taxes and income of affiliates, and the actual provision for income taxes is as follows:
| Years<br> ended June 30 | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | |||||||
| RMB | RMB | |||||||
| Loss from operations<br> before income taxes | (3,990 | ) | (1,775 | ) | ||||
| PRC<br> statutory tax rate | 25 | % | 25 | % | ||||
| Income tax at statutory tax<br> rate | (998 | ) | (444 | ) | ||||
| Permanent differences | 3 | 1 | ||||||
| Accelerated deductions on<br> research and development expenses | (240 | ) | (219 | ) | ||||
| Effect of non-taxable of Share<br> of net loss from equity investees | 30 | (38 | ) | |||||
| Change<br> in valuation allowance | 1,205 | 700 | ||||||
| Income<br> tax expense | - | * | - | * | ||||
| * | Individual line items with an absolute value below 1,000 are presented as “-”. | |||||||
| --- | --- |
F-22
CARVEGROUP LTD
Notesto the Combined Financial Statements
(Inthousands)
(12)Related-party Balances and Transactions
The principal related-party balances as of June 30, 2024 and 2025, and transactions for the years ended June 30, 2024 and 2025 are as follows:
The following is a list of the related parties with whom the Group conducted significant transactions, and their relationship with the Group:
| Related parties | Relationship | |
|---|---|---|
| Kecui<br> Health Industry (Shenzhen) Co., Ltd. | Precedent<br> shareholder of Glyken. | |
| Yanbense<br> Food Technology (Shenzhen) Co., Ltd. | A<br> 40%-owned affiliate of Glyken | |
| Yankang<br> Biotech (Guangzhou) Co., Ltd. | Subsidiary<br> of Glyken, but disposed in August 2025 | |
| WJ<br> Management Company Limited | Precedent<br> shareholder of Carve | |
| Ms.<br> Caijuan Huang | Senior<br> officer of Glyken | |
| Mr.<br> Dejun Yu | Senior<br> officer of Glyken | |
| Mr.<br> Peng Liang | Senior<br> officer of Glyken |
Relatedparty transactions:
| Years<br> ended June 30, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | 2025 | ||||||||||
| Sales of products | RMB | RMB | ||||||||||
| Sales of products<br> income accrued from Yankang Biotech (Guangzhou) Co., Ltd. | 24 | - | - |
All values are in US Dollars.
Amount due from (to) other related parties as below (excluding the receivable from Kecui Health Industry (Shenzhen) Co., Ltd. for equity transfer), are inter-company fund transfer for working capital supplement with free interest which are unsecured, interest-free and repayable on demand.
Related-partyBalances
| As<br> of June 30, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | 2025 | ||||||||||
| Amount due from related parties-Other<br> receivables | RMB | RMB | ||||||||||
| Yanbense Food<br> Technology (Shenzhen) Co., Ltd. | 600 | 100 | 14 | |||||||||
| Kecui Health Industry (Shenzhen)<br> Co., Ltd. | - | 1,010 | 141 | |||||||||
| WJ Management Company Limited | 73 | 73 | 11 | |||||||||
| Mr. Dejun Yu | 10 | 8 | 1 | |||||||||
| Mr.<br> Liang Peng | 46 | 46 | 6 | |||||||||
| Total | 729 | 1,237 | 173 |
All values are in US Dollars.
F-23
CARVEGROUP LTD
Notesto the Combined Financial Statements
(Inthousands)
(12)Related-party Balances and Transactions (Continued)
| As<br> of June 30, | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2025 | 2025 | ||||||||||
| Amount due to related parties-Other<br> payables | RMB | RMB | ||||||||||
| Kecui Health Industry<br> (Shenzhen) Co., Ltd. | 6,000 | 6,000 | 838 | |||||||||
| Yankang Biotech (Guangzhou)<br> Co., Ltd. | 50 | 50 | 7 | |||||||||
| Ms.<br> Caijuan Huang | 21,316 | 21,156 | 2,953 | |||||||||
| Total | 27,366 | 27,206 | 3,798 |
All values are in US Dollars.
(13)Commitments and Contingencies
Operating lease commitments
The total future minimum lease payments including the agreed property management fee under the non-cancellable operating lease with respect to the contractual obligations as of June 30, 2025 are payable as follows:
| As of | ||
|---|---|---|
| June 30,<br><br> <br>2025 | ||
| Lease commitment | RMB | |
| For the year ending June 30, 2026 | 34 | |
| Total | 34 |
Contingencies
In the ordinary course of business, the Group may be subject to commitments and contingencies, including capital commitments, legal proceedings regarding contractual and employment relationships and a variety of other matters. The Group records contingent liabilities resulting from such claims, when a loss is assessed to be probable and the amount of the loss is reasonably estimable. In the opinion of management, there were no pending or threatened significant claims and litigation as of June 30, 2025 and through the issuance date of these audited combined financial statements.
(14)Concentrations of Credit Risk
Concentrationrisks
The Group’s financial instruments that potentially subject the Group to significant concentrations of credit risk consist primarily of cash, accounts receivable, net. As of June 30, 2025 and 2024, substantially all the Group’s cash were held in major financial institutions located in the mainland China, which management considers to being of high credit quality. For accounts receivable, net, the Group maintains an estimated allowance for credit losses to reduce its accounts receivable to the amount that it believes will be collected. The Group considers factors in assessing the collectability of its receivables, such as the age of the amounts due, the customer’s payment history, credit-worthiness and other specific circumstances related to the accounts.
F-24
CARVEGROUP LTD
Notesto the Combined Financial Statements
(Inthousands)
(14)Concentrations of Credit Risk (Continued)
Customers who individually accounting for 10% or more of total net revenues excluding estimated renewal commissions are as follows:
| Year ended June 30 | |||||
|---|---|---|---|---|---|
| 2024 | 2025 | ||||
| % | % | ||||
| Company A | 16.2 | - | * | ||
| Company B | 10.9 | 12.6 | |||
| Subtotal | 27.1 | 12.6 | |||
| * | represented<br> less than 10% of total net revenues for the year | ||||
| --- | --- |
Customers who individually account for 10% or more of gross accounts receivable are as follows:
| As of June 30 | ||||
|---|---|---|---|---|
| 2024 | 2025 | |||
| % | % | |||
| Company C | - | 80.6 | ||
| Company D | - | 11.9 | ||
| Subtotal | - | 92.5 |
(15)Subsequent events
On July 28, 2025, the Company entered into a Share Purchase Agreement with Maase Inc. and the sellers comprising Golden Brighter Limited, WJ Management Limited, Union Chief Limited, and the existing shareholders of Carve Group. Pursuant to this agreement, the Buyer acquired 100% of the equity interests in Carve Group from the Sellers. The transaction was completed on August 27, 2025. Following the completion, Maase Inc. holds all of the issued shares of the Company.
F-25
Exhibit 99.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM
We consent to the incorporation by reference in this SEC Filing on Form 6-K of our report dated February 13, 2026 with respect to the consolidated financial statements of Carve Group Ltd (the “Company”) and its subsidiaries (the “Group”) as of June 30, 2024 and 2025 and for the years ended June 30, 2024 and 2025, appearing in this Form 6-K.
/s/ Enrome LLP
Singapore, Singapore
February 13, 2026
| 143 Cecil Street #19-03/04<br><br> <br>GB Building Singapore 069542 | [email protected]<br><br> <br>www.enrome-group.com |
|---|
Exhibit 99.3
UNAUDITEDPRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
On July 28, 2025, Maase Inc. (NASDAQ: MAAS) (“MAAS”), entered into a transaction agreement (the “Agreement”), pursuant to which MAAS will acquire 100% of the equity interest of Carve Group Ltd (“Carve Group”), for a consideration of a total of 195,894,609 Class A ordinary shares of a par value of US$0.09 each of MAAS (the “Consideration Shares”), at a purchase price of US$1.5 per share of the Consideration Shares. Under the Agreement, the sellers of the Carve Group undertook to conduct a series of restructuring and reorganization arrangements (the “Reorganization”). Upon completion of such Reorganization and immediately prior to the Closing, Zhongshen Resources Development (Liaoning) Co., Ltd. (“Zhongshen”) and Glyken Bird Nest Technology (Shenzhen) Co., Ltd. (“Glyken”) will be the wholly owned subsidiaries of Shenzhen Hillstar Management Consulting Co., Ltd. (the “WFOE”) and indirectly owned by Carve Group.
MAAS completed the acquisition of Carve Group and its subsidiaries on August 27, 2025.
The following unaudited pro forma condensed combined financial statements present the historical consolidated financial statements of Maase Inc. and its subsidiaries (the “MAAS Group”) and financial statements of Carve Group and its subsidiaries, adjusted as if MAAS had acquired the Carve Group and its subsidiaries.
The unaudited pro forma combined statement of operations and comprehensive loss for the year ended June 30, 2025 combines the historical combined statement of operations and comprehensive loss of the MAAS Group and the historical statement of operations and comprehensive loss of Carve Group and its subsidiaries, giving effect to the acquisition as if the acquisition had been consummated on July 1, 2024, the beginning of the earliest period presented. The historical consolidated financial statements have been adjusted in the unaudited pro forma consolidated combined financial statements to give pro forma effect to 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 MAAS Group’s results following the completion of the acquisition.
There were no significant accounting policy differences or other items which required adjustment in the accompanying unaudited pro forma condensed consolidated financial statements.
The unaudited pro forma condensed combined financial statements have been developed from and should be read in conjunction with:
| ● | The<br> accompanying notes to the unaudited pro forma condensed combined financial statements; |
|---|---|
| ● | The<br> historical consolidated financial statements and related notes of MAAS as of June 30, 2025,<br> for the year ended June 30, 2025, as well as “OPERATING AND FINANCIAL REVIEW AND PROSPECTS,”<br> included in June 30, 2025’s Annual Report on Form 20-F for the year ended June 30,<br> 2025, which was filed with the Securities and Exchange Commission; and |
| --- | --- |
| ● | The<br> historical financial statements of Carve Group and its subsidiaries as of June 30, 2025 and<br> for the year ended June 30, 2025, which are contained elsewhere in this statement. |
| --- | --- |
Unaudited Proforma MAASE INC. and Subsidiaries
Combined Balance Sheets as of June 30,2025
(In thousands, except for shares)
| MAAS<br><br> Group | Carve Group and its<br> <br>subsidiaries | Adjustments | Proforma<br> <br>As of June 30, 2025 | |||||
|---|---|---|---|---|---|---|---|---|
| RMB | RMB | RMB | RMB | |||||
| ASSETS: | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | 82,104 | 159 | - | 82,263 | ||||
| Restricted cash | 6,873 | - | - | 6,873 | ||||
| Short term investments | 548,101 | 258 | - | 548,359 | ||||
| Accounts receivable, net | 92,766 | 160 | - | 92,926 | ||||
| Contract assets, net | 208,824 | - | - | 208,824 | ||||
| Inventories, net | - | 3,278 | - | 3,278 | ||||
| Other receivables, net | 920,212 | 175 | - | 920,387 | ||||
| Loan receivables, net | 318,617 | - | 318,617 | |||||
| Other current assets | 23,919 | 367 | - | 24,286 | ||||
| Amounts due from related parties | - | 1,237 | - | 1,237 | ||||
| Total current assets | 2,201,416 | 5,634 | - | 2,207,050 | ||||
| Non-current assets: | ||||||||
| Restricted bank deposit - non-current | 16,338 | - | - | 16,338 | ||||
| Contract assets - non-current, net | 612,918 | - | - | 612,918 | ||||
| Inventories | - | 1,969,950 | 1,969,950 | |||||
| Property, plant, and equipment, net | 70,530 | 10,473 | - | 81,003 | ||||
| Intangible assets, net | 846 | 500 | - | 1,346 | ||||
| Deferred tax assets | 9,407 | - | - | 9,407 | ||||
| Investments in affiliate | - | 387 | - | 387 | ||||
| Other non-current assets | 392,564 | - | - | 392,564 | ||||
| Right of use assets | 61,958 | 156 | - | 62,114 | ||||
| Goodwill, net | - | - | 162,000 | 162,000 | ||||
| Total non-current assets | 1,164,561 | 1,981,466 | 162,000 | 3,308,027 | ||||
| Total assets | 3,365,977 | 1,987,100 | 162,000 | 5,515,077 |
2
Unaudited Proforma MAASE INC. and Subsidiaries
Combined Balance Sheets as of June 30,2025 (continued)
(In thousands, except for shares)
| MAAS<br><br> Group | Carve Group and its<br> <br>subsidiaries | Adjustments | Proforma<br> <br>As of June 30, 2025 | |||||
|---|---|---|---|---|---|---|---|---|
| RMB | RMB | RMB | RMB | |||||
| LIABILITIES, MEZZANINE EQUITY AND EQUITY: | ||||||||
| Current liabilities: | ||||||||
| Short-term loan | 82,050 | - | - | 82,050 | ||||
| Accounts payable | 116,665 | 35 | - | 116,700 | ||||
| Accrued commissions | 99,923 | - | - | 99,923 | ||||
| Contract liabilities | - | 249 | - | 249 | ||||
| Other payables and accrued expenses | 155,553 | 19,075 | - | 174,628 | ||||
| Accrued payroll | 13,193 | 89 | - | 13,282 | ||||
| Income taxes payable | 77,305 | - | - | 77,305 | ||||
| Current operating lease liability | 29,271 | 409 | - | 29,680 | ||||
| Other current liabilities | 34 | 9 | - | 43 | ||||
| Amounts due to related parties | - | 27,206 | - | 27,206 | ||||
| Total current liabilities | 573,994 | 47,072 | - | 621,066 | ||||
| Non-current liabilities: | ||||||||
| Accrued commissions – non-current | 339,481 | - | - | 339,481 | ||||
| Other tax liabilities | 30,160 | - | - | 30,160 | ||||
| Deferred tax liabilities | 204,310 | - | - | 204,310 | ||||
| Non-current operating lease liability | 29,924 | - | - | 29,924 | ||||
| Total non-current liabilities | 603,875 | - | - | 603,875 | ||||
| Total liabilities | 1,177,869 | 47,072 | - | 1,224,941 |
3
UnauditedProforma MAASE INC. and Subsidiaries
Combined Balance Sheets as of June30,2025 (continued)
(Inthousands, except for shares)
| MAAS<br><br> Group | Carve Group and its<br> <br>subsidiaries | Adjustments | Proforma<br> <br>As of June 30, 2025 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| RMB | RMB | RMB | RMB | ||||||||
| Commitments and contingencies | |||||||||||
| Mezzanine equity: | |||||||||||
| Redeemable ordinary shares | 47,935 | - | - | 47,935 | |||||||
| Shareholders’ Equity: | |||||||||||
| Class A ordinary shares (Authorized shares:40,000,000 at US0.09 each; issued 9,273,208 shares, of which 9,228,398 shares were outstanding as of June 30 2025) | 5,973 | - | 126,122 | 132,095 | |||||||
| Class B Ordinary shares (Authorized shares:10,000,000 at US0.09 each; issued and outstanding 6,666,668 shares as of June 30 2025) | 4,379 | - | - | 4,379 | |||||||
| Treasury stock | (29 | ) | - | - | (29 | ) | |||||
| Additional paid-in capital | 1,125,933 | 1,973,230 | 2,676 | 3,101,839 | |||||||
| Statutory reserves | 23,216 | - | - | 23,216 | |||||||
| Accumulated deficit | (517,369 | ) | (33,202 | ) | 33,202 | (517,369 | ) | ||||
| Accumulated other comprehensive loss | (6,012 | ) | - | - | (6,012 | ) | |||||
| Total Maase Inc. shareholders’ equity | 636,091 | 1,940,028 | 162,000 | 2,738,119 | |||||||
| Noncontrolling interests | 1,504,082 | - | - | 1,504,082 | |||||||
| Total shareholders’ equity | 2,140,173 | 1,940,028 | 162,000 | 4,242,201 | |||||||
| Total liabilities, mezzanine equity and shareholders’ equity | 3,365,977 | 1,987,100 | 162,000 | 5,515,077 |
All values are in US Dollars.
4
UnauditedProforma MAASE INC. and Subsidiaries
CombinedStatements of Operations and Comprehensive Loss for the Year Ended June 30, 2025
(Inthousands, except for shares)
| MAAS<br><br> Group | Carve Group and its<br> <br>subsidiaries | Proforma<br> <br>For the years<br> <br>Ended June 30, 2025 | |||||||
|---|---|---|---|---|---|---|---|---|---|
| RMB | RMB | RMB | |||||||
| Net revenues: | |||||||||
| Agency | 727,538 | - | 727,538 | ||||||
| Life insurance business | 625,099 | - | 625,099 | ||||||
| Non-life insurance business | 102,439 | - | 102,439 | ||||||
| Wealth management and others | 53,678 | 3,483 | 57,161 | ||||||
| Total net revenues | 781,216 | 3,483 | 784,699 | ||||||
| Operating costs and expenses: | |||||||||
| Agency | (391,102 | ) | - | (391,102 | ) | ||||
| Life insurance business | (314,639 | ) | - | (314,639 | ) | ||||
| Non-life insurance business | (76,463 | ) | - | (76,463 | ) | ||||
| Wealth management and others | (6,257 | ) | (2,252 | ) | (8,509 | ) | |||
| Total operating costs | (397,359 | ) | (2,252 | ) | (399,611 | ) | |||
| Selling expenses | (77,120 | ) | (147 | ) | (77,267 | ) | |||
| General and administrative expenses | (556,780 | ) | (2,208 | ) | (558,988 | ) | |||
| Research and development expense | - | (876 | ) | (876 | ) | ||||
| Total operating costs and expenses | (1,031,259 | ) | (5,483 | ) | (1,036,742 | ) | |||
| Impairment loss | (441,298 | ) | - | (441,298 | ) | ||||
| Loss from operations | (691,341 | ) | (2,000 | ) | (693,341 | ) | |||
| Other income (loss), net: | |||||||||
| Gain on disposal of subsidiaries | 897,398 | - | 897,398 | ||||||
| Net loss from fair value change | (279 | ) | - | (279 | ) | ||||
| Derecognition of a contingent consideration | (22,267 | ) | - | (22,267 | ) | ||||
| Investment income related to the realized gain on available-for-sale investments | 27,502 | - | 27,502 | ||||||
| Interest income, net | 28,297 | - | 28,297 | ||||||
| Others, net | (591,676 | ) | 95 | (591,581 | ) | ||||
| Loss before income taxes and share of loss of affiliates | (352,366 | ) | (1,905 | ) | (354,271 | ) | |||
| Income tax benefit (expense) | 19,642 | - | 19,642 | ||||||
| Share of (loss)/income of affiliates | (3,834 | ) | 130 | (3,704 | ) | ||||
| Net loss from continuing operations | (336,558 | ) | (1,775 | ) | (338,333 | ) | |||
| Net Income (loss) from discontinued operations, net of tax | (122,344 | ) | - | (122,344 | ) | ||||
| Net loss | (458,902 | ) | (1,775 | ) | (460,677 | ) | |||
| Less: net loss attributable to the noncontrolling interests | |||||||||
| Continuing operations | (172,676 | ) | - | (172,676 | ) | ||||
| Discontinued operations | (90,263 | ) | - | (90,263 | ) | ||||
| Net loss attributable to owners of MAAS | (195,963 | ) | (1,775 | ) | (197,738 | ) | |||
| Continuing operations | (163,882 | ) | (1,775 | ) | (165,657 | ) | |||
| Discontinued operations | (32,081 | ) | - | (32,081 | ) | ||||
| Distributed earnings: | |||||||||
| Accretion of redeemable ordinary shares | (2,141 | ) | - | (2,141 | ) | ||||
| Net loss attributable to ordinary shareholders of MAAS | (198,104 | ) | (1,775 | ) | (199,879 | ) | |||
| * | On<br> August 27, 2025, MAAS issued an aggregate of 195,894,609 Class A ordinary shares with a par value of US$0.09 per share to Golden<br> Brighter Limited, WJ Management Company Limited, and Union Chief Limited in the consideration of RMB2,100,000,000 (the exchange rate<br> of RMB against US$ shall be the central parity rate as published by China Foreign Exchange Trading Center and authorized by the<br> People’s Bank of China on date of July 28, 2025, i.e., US$1.0 against RMB7.1467) or the purchase price per share of US$1.5 in<br> exchange for the acquisition of Carve Group Ltd and its subsidiaries. | ||||||||
| --- | --- |
5