UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July
Commission File Number:
No. 8 Banhouhaichuan Rd
Xiqin Town, Yanping District
Nanping City, Fujian Province, China 353001
(Address of principal executive office)
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 ☐
Explanatory Note
Golden Heaven Group Holdings Ltd. (the “Company”) is filing this current report on Form 6-K to report its financial results for the six months ended March 31, 2026 and to discuss its recent corporate developments.
Attached as exhibits to this current report on Form 6-K are:
| (1) | a press release dated July 7, 2026, titled “Golden Heaven Group Holdings Ltd. Announces Financial Results for the First Half of Fiscal Year 2026” as Exhibit 99.1. |
| (2) | unaudited condensed consolidated financial statements and notes of Golden Heaven Group Holdings Ltd. for the six months ended March 31, 2026 and 2025 |
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release dated July 7, 2026, “Golden Heaven Group Holdings Ltd. Announces Financial Results for the First Half of Fiscal Year 2026” | |
| 99.2 | Unaudited Condensed Consolidated Financial Statements and Notes of Golden Heaven Group Holdings Ltd. for the Six Months Ended March 31, 2026 and 2025 | |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
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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.
| Golden Heaven Group Holdings Ltd. | ||
| Date: July 7, 2026 | By: | /s/ Jin Xu |
| Name: | Jin Xu | |
| Title: | Chief Executive Officer and Chairman of the Board of Directors |
|
| (Principal Executive Officer) | ||
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Exhibit 99.1
Golden Heaven Group Holdings Ltd. Announces Financial Results for the First Half of Fiscal Year 2026
NANPING, China, July 7, 2026 /PRNewswire/ – Golden Heaven Group Holdings Ltd. (“Golden Heaven” or the “Company”) (Nasdaq: GDHG), an amusement park rental operator in China, today announced its unaudited financial results for the six months ended March 31, 2026 (“First Half 2026”).
First Half 2026 Financial Highlights
Revenue
| Six months ended March 31, 2026 |
Six months ended March 31, 2025 |
Change | Change (%) |
|||||||||||||
| Rental income | $ | 4,222,937 | $ | 5,155,339 | $ | (932,402 | ) | (18.09 | )% | |||||||
| Sales of in-park recreation | $ | - | $ | 3,002,622 | (3,002,622 | ) | 100.00 | % | ||||||||
| Total revenue | $ | 4,222,937 | $ | 8,157,961 | $ | (3,935,024 | ) | (48.24 | )% | |||||||
Our revenue is derived from sales of in-park recreation and rental income. The in-park recreation sales business ceased generating revenue following the leasing of all amusement parks to third-party operators in November and December 2024, resulting in zero revenue from this segment for the six months ended March 31, 2026. The total revenue decreased by $3.94 million, from $8.16 million for the six months ended March 31, 2025 to $4.22 million for the six months ended March 31, 2026.
Our revenue from each of our revenue segments is summarized as follows:
For the six months ended March 31, 2026:
| Rental income |
Total | |||||||
| Reportable segment revenue | $ | 4,222,937 | $ | 4,222,937 | ||||
| Inter-segment loss | $ | — | $ | — | ||||
| Revenue from external customers | $ | 4,222,937 | $ | 4,222,937 | ||||
| Segment gross profit | $ | 2,143,801 | $ | 2,143,801 | ||||
| Gross margin | 50.77 | % | 50.77 | % | ||||
For the six months ended March 31, 2025:
| Sales of in-park recreation |
Rental income |
Total | ||||||||||
| Reportable segment revenue | $ | 3,002,622 | $ | 5,155,339 | $ | 8,157,961 | ||||||
| Inter-segment loss | $ | — | $ | — | $ | — | ||||||
| Revenue from external customers | $ | 3,002,622 | $ | 5,155,339 | $ | 8,157,961 | ||||||
| Segment gross profit | $ | 353,262 | $ | 2,864,272 | $ | 3,217,534 | ||||||
| Gross margin | 11.77 | % | 55.56 | % | 39.44 | % | ||||||
Sales of in-park recreation
For the six months ended March 31, 2026, revenue from sales of in-park recreation decreased by $3.0 million compared to the same period in 2025. Such decrease was mainly because all the amusement parks were leased to third-party operators since November and December 2024. The Company transitioned from amusement park operator to amusement park lessor.
Rental income
For the six months ended March 31, 2026, rental income decreased by $0.93 million compared to the same period in 2025. All the amusement parks have been leased to a third-parties. Tongling Amusement Parks has been leased to third-party on November 12, 2024 to November 11, 2034 and the rental payment is RMB30.00 million per year. Qujing Amusement Parks has been leased to third-party on December 23, 2024 to December 22, 2034 and the rental payment is RMB7.00 million per year. Yueyang Amusement Parks has been leased to third-party on November 12, 2024 to November 11, 2034 and the rental payment is RMB20.00 million per year. Yuxi Amusement Parks has been leased to third-party on December 23, 2024 to December 22, 2034 and the rental payment is RMB22.00 million per year. Changde Amusement Parks has been leased to third-party on December 23, 2024 to December 22, 2034 and the rental payment is RMB23.00 million per year. The rents shall increase annually by 2% from the second year of each lease term onwards. Among them, the lease agreement for Yuxi was terminated on September 30, 2025, and the lease agreement for Yueyang was terminated on November 30, 2025.
Cost of Revenue
Our cost of revenue decreased by $2.86 million, from $4.94 million for the six months ended March 31, 2025 to $2.08 million for the six months ended March 31, 2026. The decrease was primarily because all the amusement parks were leased to third-party operators since November and December 2024. As a result, there was no revenue from sales of in-park recreation in the current period, and accordingly, there were no corresponding costs, leading to the decrease in cost of revenue.
Gross Profit
For the six months ended March 31, 2026, gross profit decreased by approximately $1.07 million compared to the same period in 2025, primarily because there was no revenue from sales of in-park recreation in the current period, all the amusement parks were leased to third-party operators since November and December 2024.
The gross profit margin was 39.44% for the six months ended March 31, 2025 to 50.77% for the six months ended March 31, 2026. It was due to there was no revenue from sales of in-park recreation in the current period, so costs decreased.
Operating Expenses
Our total operating expenses decreased by $4.08 million, or 30.88%, from $13.20 million for the six months ended March 31, 2025 to $9.12 million for the six months ended March 31, 2026. This decrease was mainly attributable to a decrease of approximately $5.50 million in general and administrative expenses (“G&A expenses”), $1.51 million selling expenses and increase $2.93 million impairment loss. The decrease in G&A expenses during this period was primarily attributable to share-based compensation expenses recognized in connection with the grant of 5,000,000 Class A Ordinary Shares priced at $1.87 per share on December 10, 2024. The Company recorded a share-based compensation expenses of $9.35 million in the six months ended 2025. On November 10, 2025, share-based compensation expenses recognized in connection with the grant of 2,500,000 Class A Ordinary Shares priced at $1.875 per share. The Company recorded a share-based compensation expenses of $4.69 million in the six months ended March 31, 2026. The decrease in selling expenses was due to all the amusement parks were leased to third-party operators since November and December 2024. There were no advertising fees during this period. The increase in impairment loss was due to impairment charges were recognized on the fixed assets of Qujing, Yuxi, and Tongling. The impairment losses were recognized based on the valuation report.
Other income (expense), net
Our other income, net was $1.09 million for the six months ended March 31, 2026, compared to other expense, net of $84,769 for the six months ended March 31, 2025. It was due to increase in exchange gains and losses and interest income. In 2025, the Company entered into a “Loan Agreement” with a third party. Pursuant to the Loan Agreement, the Company loaned up to the amount of $50 million to the third party at the annual interest rate of 6% of 5 years. Interest income amounting to $1.5 million was recognised in the current period.
2
Income tax expense
Our income tax expense increased by $0.10 million, from $0.57 million for the six months ended March 31, 2025 to $0.67 million for the six months ended March 31, 2026. This increase was primarily attributable to the cessation of in-park recreation sales following the leasing of all amusement parks to third-party operators in November and December 2024. While this resulted in a decline in total revenue, it also eliminated the substantial direct costs associated with that business, leading to an overall increase in pre-tax profit and consequently higher income tax expense at the statutory rate of 25%.
Net (loss) income
Our net loss was $6.56 million for the six months ended March 31, 2026, compared to $10.64 million for the six months ended March 31, 2025. It was due to decrease in revenue, cost of revenue and operating expenses, as discussed above.
Liquidity
As of March 31, 2026, we had cash and cash equivalents of approximately $155.88 million. Our working capital has historically been generated from our operating cash flows and advances consideration received. Our working capital of approximately $134.30 million and total shareholders’ equity of approximately $217.98 million, compared to cash and cash equivalents of approximately $86.00 million, working capital of approximately $105.73 million and total shareholders’ equity of approximately $180.65 million, respectively, as of September 30, 2025.
Recent Developments
Between December 2025 and January 2026, the Company established new subsidiaries, namely Magic Golden Heaven Management Ltd. (“MGHM”) in the British Virgin Islands, Magic Golden Heaven Group Management Limited (“MGHGML”) in Hong Kong, and Fuzhou Golden Carnival Culture Development Co., Ltd. (“Fuzhou”) in the PRC. These establishments align with the Company’s future strategic plans. Although they do not have a material impact on the financial statements for the fiscal year ended September 30, 2025, management considers them qualitatively significant to the Company’s long-term development and has therefore included this disclosure for transparency purposes.
On March 3, 2026, the Company’s shareholders approved a share capital reorganization by special resolution, which included a subdivision of each authorized but unissued Class A and Class B ordinary share of US$1.875 par value into 187,500 shares of US$0.00001 par value each, a reduction of the par value of each issued and outstanding share from US$1.875 to US$0.00001, and a cancellation of unissued shares. Following the reorganization, the Company also increased its authorized share capital from US$32,096 to US$33,000, resulting in an authorized share capital of US$33,000 divided into 3,000,000,000 Class A ordinary shares of US$0.00001 par value each and 300,000,000 Class B ordinary shares of US$0.00001 par value each.
Subsequent event
The Company passed board resolutions on March 30, 2026, approving the sale of its entire stake in a BVI holding company (which owns a Hong Kong entity, a Wholly Owned Foreign Enterprise (“WOFE”), and subsidiaries incorporated in People’s Republic of China (“PRC”) with 6 amusement park operating rights to Pulse Link LTD (the “Purchaser”) for approximately US$64.04 million. The Company has received an advance payment of US$32.00 million, with the remaining balance received on April 28, 2026, and the share transfer was completed in April 2026. The transaction excludes the fixed assets in Tongling Amusement Park Co., Ltd. (“Tongling”), Changde Amusement Park Co., Ltd. (“Changde”), and Golden Heaven Group Management Limited (“Nanping”). Prior to March 31, 2026, the Company had transferred the fixed assets in Tongling and Changde, as well as Nanping’s prepayment of RMB 160 million, to Fuzhou Golden Carnival Culture Development Co., Ltd., a newly established subsidiary of the Company on January 15, 2026. Effective from February 28, 2026, rental income from Tongling and Changde has been recorded under Fuzhou Golden Carnival Culture Development Co., Ltd.
On April 9, 2026, Magic Golden Heaven Group Management Limited (“MGHGML) established another new subsidiary, Nanping Golden Carnival Culture Development Co., Ltd. (“Nanping”), in China. MGHGML holds 100% of the equity interest in Nanping.
In April and May 2026, the Company reached a global settlement agreement regarding three securities class action lawsuits filed by certain shareholders against the Company on December 8, 2023, December 19, 2023, and January 17, 2024, in the Supreme Court of the State of New York and the U.S. District Court for the Central District of California, for a cash settlement amount of US$1.7 million. On May 8, 2026, the Supreme Court of the State of New York preliminarily approved the global settlement, and on May 7, 2026, the California federal court entered an order staying the proceedings. A final fairness hearing for the global settlement is scheduled on September 24, 2026.
About Golden Heaven Group Holdings Ltd.
The Company is an offshore holding company incorporated in the Cayman Islands with no material operations of its own. Through its Chinese operating entities, the Company manages and operates amusement parks, water parks and complementary recreational facilities. The parks offer a broad selection of exhilarating and recreational experiences, including both thrilling and family-friendly rides, water attractions, gourmet festivals, circus performances, and high-tech facilities. For more information, please visit the Company’s website at https://ir.jsyoule.com/.
3
Forward-Looking Statements
This press release contains “forward-looking statements”. Forward-looking statements reflect our current view about future events. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s current expectations and projections about future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “could,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “is/are likely to,” “propose,” “potential,” “continue” or similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and other filings with the U.S. Securities and Exchange Commission.
For more information, please contact:
Golden Heaven Group Holdings Ltd.
Email: group@jsyoule.com
Ascent Investors Relations LLC
Phone: +1-646-932-7242
Email: investors@ascent-ir.com
4
Exhibit 99.2
GOLDEN HEAVEN GROUP HOLDINGS LTD.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| March 31, | September 30, | |||||||
|
2026 (Unaudited) |
2025 (Audited) |
|||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Other receivables | ||||||||
| Advances to suppliers and other current assets | ||||||||
| Lease receivables | ||||||||
| Assets held for sale | ||||||||
| TOTAL CURRENT ASSETS | $ | $ | ||||||
| NON-CURRENT ASSETS | ||||||||
| Property, plant and equipment, net | $ | $ | ||||||
| Right of use assets | ||||||||
| Other non-current assets | ||||||||
| Loan receivables | ||||||||
| TOTAL NON-CURRENT ASSETS | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accrued expenses and other payables | $ | |||||||
| Tax payable | ||||||||
| Amount due to related party | ||||||||
| Advances from customers | ||||||||
| Advance consideration received | ||||||||
| Lease liabilities-current | ||||||||
| Loan payables | ||||||||
| Liabilities held for sale | ||||||||
| TOTAL CURRENT LIABILITIES | $ | $ | ||||||
| NON-CURRENT LIABILITIES | ||||||||
| Lease liabilities-non-current | $ | $ | ||||||
| TOTAL NON-CURRENT LIABILITIES | ||||||||
| TOTAL LIABILITIES | $ | $ | ||||||
| STOCKHOLDER’S EQUITY | ||||||||
| Golden Heaven Group Holdings Ltd., Stockholders’ equity | ||||||||
| *Class A ordinary shares, $ |
||||||||
| *Class B ordinary shares, $ |
||||||||
| Additional paid-in capital | ||||||||
| Statutory reserve | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive loss | ( |
) | ( |
) | ||||
| Total stockholders’ equity | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | |||||||
| * |
|
The accompanying notes are an integral part of these unaudited condensed financial statements.
GOLDEN HEAVEN GROUP HOLDINGS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
| Six Months Ended March 31, |
||||||||
| 2026 | 2025 | |||||||
| Revenue | $ | $ | ||||||
| Cost of revenue | ||||||||
| Gross profit | ||||||||
| Operating Expenses | ||||||||
| General and administrative expenses | ||||||||
| Selling expenses | ||||||||
| Impairment Loss | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( |
) | ( |
) | ||||
| Other income (expenses) | ||||||||
| Interest income | ||||||||
| Interest expenses | ( |
) | ( |
) | ||||
| (Loss) Gain on write off/disposal of property, plant and equipment | ( |
) | ||||||
| Other expenses, net | ( |
) | ( |
) | ||||
| Total other income (expenses) | ( |
) | ||||||
| Loss before Income Tax | ( |
) | ( |
) | ||||
| Income tax expense | ( |
) | ( |
) | ||||
| Net Loss | $ | ( |
) | $ | ( |
) | ||
| Other comprehensive income | ||||||||
| Net loss | $ | ( |
) | $ | ( |
) | ||
| Foreign currency translation | ( |
) | ||||||
| Comprehensive loss | ( |
) | ( |
) | ||||
| Earnings per share | $ | ( |
) | $ | ( |
) | ||
| Weighted average number of ordinary shares** | ||||||||
| ** |
The accompanying notes are an integral part of these unaudited condensed financial statements.
2
GOLDEN HEAVEN GROUP HOLDINGS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
Six months ended March 31, 2025
| Additional | Accumulative other |
|||||||||||||||||||||||||||||||
| Ordinary shares** | paid-in | Statutory | Retained | comprehensive | ||||||||||||||||||||||||||||
| Class A | Class B | Amount | capital | reserve | Earnings | loss | Total | |||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | $ | ( |
) | $ | |||||||||||||||||||||||||
| Issuance of common stocks-cash | — | |||||||||||||||||||||||||||||||
| Exercise of common stock warrants | — | |||||||||||||||||||||||||||||||
| Share-based payments-omnibus equity plan | — | |||||||||||||||||||||||||||||||
| Net loss | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Foreign currency translation | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | $ | ( |
) | $ | ||||||||||||||||||||||||
| ** | The share and per-share amounts presented herein have been retrospectively adjusted to reflect the share consolidations effected during fiscal year 2025 (a 15-for-1 share consolidation effective August 12, 2025). Accordingly, the share numbers and per-share data disclosed in the prior year’s Form 6-K have been restated on the same basis. |
Six months ended March 31, 2026
| Additional | Accumulative other |
|||||||||||||||||||||||||||||||
| Ordinary shares | paid-in | Statutory | Retained | comprehensive | ||||||||||||||||||||||||||||
| Class A | Class B | Amount | capital | reserve | Earnings | loss | Total | |||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | $ | $ | ( |
) | $ | ||||||||||||||||||||||||
| Issuance of common stocks-cash | — | |||||||||||||||||||||||||||||||
| Share-based payments-omnibus equity plan | — | |||||||||||||||||||||||||||||||
| Net loss | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||
| Share capital reduction* | — | — | ( |
) | ||||||||||||||||||||||||||||
| Foreign currency translation | — | — | ||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | $ | ( |
) | $ | ||||||||||||||||||||||||
| * | On March 3, 2026, the Company’s shareholders approved a share capital reorganization by special resolution, which included a subdivision of each authorized but unissued Class A and Class B ordinary share of US$1.875 par value into 187,500 shares of US$0.00001 par value each, a reduction of the par value of each issued and outstanding share from US$1.875 to US$0.00001, and a cancellation of unissued shares. Following the reorganization, the Company also increased its authorized share capital from US$32,096 to US$33,000, resulting in an authorized share capital of US$33,000 divided into 3,000,000,000 Class A ordinary shares of US$0.00001 par value each and 300,000,000 Class B ordinary shares of US$0.00001 par value each. |
The accompanying notes are an integral part of these unaudited condensed financial statements.
3
GOLDEN HEAVEN GROUP HOLDINGS LTD.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Six Months Ended March 31, |
||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( |
) | $ | ( |
) | ||
| Adjustments to reconcile net income to net cash provided by operating activities | ||||||||
| Depreciation | ||||||||
| Loss (Gain) on write off/disposal of property, plant and equipment | ( |
) | ||||||
| Gain resulted from early termination of right of use assets | ( |
) | ||||||
| Interest income | ( |
) | ||||||
| Impairment Loss | ||||||||
| Share-based payments | ||||||||
| Changes in operating assets and liabilities | ||||||||
| Lease receivable | ( |
) | ( |
) | ||||
| Other receivables | ( |
) | ||||||
| Advances to suppliers and other current assets | ||||||||
| Right of use assets and lease liabilities | ( |
) | ||||||
| Advances from customers | ( |
) | ||||||
| Accrued expenses and other payables | ( |
) | ( |
) | ||||
| Net cash operating activities | ||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Advance proceeds from pending divestiture | ||||||||
| Proceeds from disposal of equipment | ||||||||
| Net cash provided by investing activities | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Advances to related parties, net | ( |
) | ( |
) | ||||
| Proceeds from the issuance of common stock, net of issuance costs | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of change in exchange rate | ( |
) | ||||||
| Less: Net change in cash balances classified as assets held for sales | ( |
) | ||||||
| NET INCREASE IN CASH AND CASH EQUIVALENTS | ||||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING ACTIVITIES | ||||||||
| Property and equipment acquired through payable | ||||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
| Cash paid for interest expense | ||||||||
| Cash paid for income tax | ||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
4
GOLDEN HEAVEN GROUP HOLDINGS LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. CORPORATE INFORMATION
Golden Heaven Group Holdings Ltd. (the “Company”)
is a holding company incorporated on
Golden Heaven BVI is a holding company holding all of the outstanding equity of Golden Heaven Group Management Limited (“Golden Heaven HK”), which was established in Hong Kong on February 26, 2020. Golden Heaven HK is a holding company holding all of the outstanding equity of Nanping Golden Heaven Amusement Park Management Co., Ltd. (“Golden Heaven WFOE”), which was established on December 14, 2020 under the laws of the People’s Republic of China (“PRC” or “China”).
Golden Heaven WFOE, through its wholly owned subsidiaries, namely, Changde Jinsheng Amusement Development Co., Ltd., Qujing Jinsheng Amusement Investment Co., Ltd., Tongling Jinsheng Amusement Investment Co., Ltd., Yuxi Jinsheng Amusement Development Co., Ltd., Yueyang Jinsheng Amusement Development Co., Ltd., Mangshi Jinsheng Amusement Park Co., Ltd., each a PRC company, engages in the management and operation of urban amusement parks, water parks, and complementary recreational facilities. Our revenue is primarily generated from selling access to rides and attractions, charging fees for special event rentals, and collecting regular rental payments from commercial tenants.
On September 19, 2024, the Company has authorized
and approved a
On April 22, 2025, the Company’s shareholders
approved (1) the increase of the Company’s authorized share capital from US$
On August 12, 2025, Class A ordinary shares from
On December 12, 2025, the Company established a new subsidiary, Magic
Golden Heaven Management Ltd. (“MGHM”), in the British Virgin Islands. The Company holds
On December 19, 2025, MGHM established a new subsidiary, Magic Golden
Heaven Group Management Limited (“MGHGML”), in Hong Kong. MGHM holds
On January 15, 2026, MGHGML established a new subsidiary, Fuzhou Golden
Carnival Culture Development Co., Ltd. (“Fuzhou”), in China. MGHGML holds
On March 3, 2026, the Company’s shareholders approved
a share capital reorganization by special resolution, which included a subdivision of each authorized but unissued Class A and Class B
ordinary share of US$
5
GOLDEN HEAVEN GROUP HOLDINGS LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of preparation and principle of consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission, and have been consistently applied. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal years ended September 30, 2025. Operating results for the six-month period ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending September 30, 2026.
The Company’s functional currency of subsidiaries in China is the Chinese Renminbi (RMB). Other subsidiaries outside of China use the U.S. Dollar (USD) as the functional currency. The accompanying consolidated financial statements have been translated and presented in USD.
The unaudited interim condensed financial statements include the financial statements of the Company and its subsidiaries. All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.
Segment Information
| Main services provided in each park | Representative revenue-generating activities, products or services | |
| Sales of in-park recreation | Ticket sales | |
| Rental income | Venue rental | |
| Park service fees | Income from services such as circuses and food festivals |
Use of Estimates
The Company’s consolidated financial statements have been prepared in accordance with US GAAP and this requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and reported amounts of revenue and expenses during the reporting period. The significant areas requiring the use of management estimates include, but are not limited to, the allowance for credit loss, estimated useful life and residual value of property and equipment, impairment of long-lived assets, valuation of deferred tax asset and valuation of warrants. Although these estimates are based on management’s knowledge of current events and actions management may undertake in the future, actual results may ultimately differ from those estimates and such differences may be material to our consolidated financial statements.
Impairment of Long-Lived Assets
In accordance with the ASC 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets, such as property and equipment and purchased intangibles subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable, or it is reasonably possible that these assets could become impaired as a result of technological or other industrial changes. The determination of recoverability of assets to be held and used is made by comparing the carrying amount of an asset to future undiscounted cash flows to be generated by the assets.
If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell.
6
GOLDEN HEAVEN GROUP HOLDINGS LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Fair Value of Financial Instruments
The Company has adopted Financial Accounting Standards Board ASC Topic on Fair Value Measurements and Disclosures (“ASC 820”), which defines fair value, establishes a framework for measuring fair value in US GAAP, and expands disclosures about fair value measurements. ASC 820 establishes a three-level valuation hierarchy of valuation techniques based on observable and unobservable input, which may be used to measure fair value and include the following:
| Level 1 — | Quoted prices in active markets for identical assets or liabilities. | |
| Level 2 — | Input other than Level 1 that is observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other input that is observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | |
| Level 3 — | Unobservable input that is supported by little or no market activity and that is significant to the fair value of the assets or liabilities. |
Our cash and cash equivalents and restricted cash are classified within Level 1 of the fair value hierarchy because they are valued using quoted market price.
Cash and Cash Equivalents
Cash and cash equivalents included cash on hand and demand deposits placed with banks or other financial institutions, which are unrestricted as to withdrawal and use and with an original maturity of three months or less.
Deposits in banks in the PRC are only insured
by the government up to RMB
Revenue Recognition
We apply the five steps defined under ASC 606: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We assess its revenue arrangements against specific criteria in order to determine if it is acting as principal or agent. Revenue arrangements with multiple performance obligations are divided into separate distinct goods or services. We allocate the transaction price to each performance obligation based on the relative stand-alone selling price of the goods or services provided. Revenue is recognized upon the transfer of control of promised goods or services to a customer.
We do not make any significant judgment in evaluating when control is transferred. Revenue is recorded net of value-added tax.
Revenue recognitions are as follows:
To enjoy the rides and attractions that the parks
offer, the guests need to obtain prepaid cards at ticket booths with a modest security deposit of less than $
7
GOLDEN HEAVEN GROUP HOLDINGS LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Sales of in-park recreation: Revenue from the provision of in-park recreation is recognized when the relevant services are rendered and the customer simultaneously receives and consumes the benefits provided by the Company. The revenue is net of any rebates when customers make cash prepayments to the prepaid cards.
Rental income: In 2024, rental income primarily consists of regular rental payments from commercial tenants who operate convenience stores within the parks. It also includes rental payments from operators of amusement facilities in Mangshi and Yueyang, such as boat rides, water park, animal encounter and ice rink. All the amusement parks were leased to third-party operators since November and December 2024. Such operators are fully responsible for the profits and losses of their businesses. Rental income is recognized on a time proportion basis over the lease terms. During the period, the lease agreements for Yuxi Jinsheng Amusement Development Co., Ltd. (“Yuxi”) and Yueyang Jinsheng Amusement Development Co., Ltd. (“Yueyang”) were terminated. In accordance with ASC 842, the Company derecognized the related underlying assets associated with these leases, and recognized the resulting gain or loss as an adjustment to rental income in the unaudited condensed consolidated statements of operations. The aggregate impact of such terminations was not material to the unaudited condensed consolidated financial statements for the periods presented.
The following table identifies the disaggregation of our revenue for the six months ended March 31, 2026 and 2025, respectively:
| 2026 | 2025 | |||||||
| Sales of in-park recreation | $ | $ | ||||||
| Rental income | ||||||||
| Total revenue | $ | $ | ||||||
| Time of Revenue Recognition: | ||||||||
| Sales of in-park recreation at a point in time | $ | $ | ||||||
| Rental income over time | ||||||||
| Total revenue | $ | $ | ||||||
Costs of revenue decreased by
General and administrative expenses consisted
primarily of compensation of administrative and management employees, depreciation of computer and furniture and professional fees, etc.
For the six months ended March 31, 2026 and 2025, the Company had $
Advertising costs
The costs of other advertising, promotion, and marketing programs are charged to operations when incurred. As of March 31, 2026 and September 30, 2025, the Company had in prepaid advertising. Any amounts capitalized are included in other current assets.
Advertising expenses was and $
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses. Depreciation is computed using the straight-line method over the useful lives of the assets. Major renewals and betterments are capitalized and depreciated; maintenance and repairs that do not extend the life of the respective assets are expense as incurred. Upon disposal of assets, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in the consolidated statements of income and comprehensive income.
8
GOLDEN HEAVEN GROUP HOLDINGS LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Depreciation related to property, plant and equipment used in production
is reported in cost of revenue, and includes amortized amounts related to capital leases. We estimated that the residual value of the
Company’s property, plant and equipment ranges from
| Machineries | ||||
| Electronic equipment | ||||
| Office equipment | ||||
| Park facilities | ||||
| Vehicles | ||||
| Other |
Foreign Currency and Other Comprehensive Income (Loss)
The financial statements of the Company’s
foreign subsidiaries are measured using the local currency as the functional currency; however, the reporting currency of the Company
is USD. Assets and liabilities of the Company’s foreign subsidiaries have been translated into USD using the exchange rate
at balance sheet dates, while equity accounts are translated using historical exchange rate. The exchange rate we used to convert
RMB to USD was
Assets held for sale
We classify assets or disposal groups to be held for sale when management, with appropriate authority, approves and commits to a formal plan to actively market the assets or disposal groups for sale at a price reasonable in relation to their estimated fair value, the assets or disposal groups are available for immediate sale in their present condition, an active program to locate a buyer has been initiated, the sale is probable and expected to be completed within one year, and it is unlikely that significant changes will be made to the plan. Upon designation as held for sale, we record the assets or disposal groups at the lower of their carrying value or their estimated fair value, reduced for the cost to dispose. Impairment losses and subsequent reversals related to disposal groups are recognized within operating expenses.
During the six months ended March 31, 2026, management approved a plan
to dispose of our entire equity interest in Golden Heaven Management Ltd., a company incorporated in the British Virgin Islands, together
with its subsidiaries incorporated in Hong Kong, its wholly foreign-owned enterprise in China, and six domestic subsidiaries in China
(collectively, the “Subject Assets”), to a third party. On March 30, 2026, the Company entered into an Asset and Subsidiary
Acquisition Agreement with the acquiror, and on the same date, all of the Company’s directors passed written resolutions approving the
transaction and related documents. The total consideration for the transaction is US$
Assets held for sale are presented separately on our unaudited condensed consolidated balance sheets.
9
GOLDEN HEAVEN GROUP HOLDINGS LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Income Taxes
The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This ASC also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures. The Company did not have any uncertain tax positions as of March 31, 2026 and September 30, 2025.
We use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if, based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.
ASC Topic 740-10-30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740-10-25 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented.
Lease
We adopted ASU No. 2016-02, Leases (Topic 842), or ASC 842, from January 1, 2020. We determine if an arrangement is a lease or contains a lease at lease inception. For operating leases, we recognize a right-of-use (“ROU”) asset and a lease liability based on the present value of the lease payments over the lease term on the condensed consolidated balance sheets at commencement date. As most of our leases do not provide an implicit rate, we estimate our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The ROU assets also include any lease payments made, net of lease incentives. Lease expense is recorded on a straight-line basis over the lease term. Our leases often include options to extend and lease terms include such extended terms when we are reasonably certain to exercise those options. Lease terms also include periods covered by options to terminate the leases when we are reasonably certain not to exercise those options.
Statutory reserves
Pursuant to the laws applicable to the PRC, PRC
entities must make appropriations from after-tax profits to the non-distributable “statutory surplus reserve fund”. Subject
to certain cumulative limits, the “statutory surplus reserve fund” requires annual appropriations of
10
GOLDEN HEAVEN GROUP HOLDINGS LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Related Parties
Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all significant related party transactions in Note 12.
Concentration and Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk are cash and cash equivalents, and lease receivable arising from its normal business activities. The Company places its cash and cash equivalents in what it believes to be credit-worthy financial institutions.
The Company’s operations are carried out
in the PRC. Accordingly, our business, financial condition, and results of operations may be influenced by the political, economic, and
legal environment in the PRC, and by the general state of the economy of the PRC. Our operations in the PRC are subject to specific considerations
and significant risks not typically associated with companies in North America. The Company’s results may be adversely affected
by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance
abroad, and rates and methods of taxation, among other things. Financial instruments which potentially subject us to concentrations of
credit risk consist principally of cash and cash equivalent. All of our cash is maintained with state-owned banks, commercial banks or
third-party service provider certified by the People’s bank of China, such as Alipay, within the PRC. Per PRC regulations, the
maximum insured bank deposit amount is RMB
Share-based compensation
The Company awards share options and other equity-based instruments to its employees, directors and consultants (collectively “share-based payments”). Compensation cost related to such awards is measured based on the fair value of the instrument on the grant date. The Company recognizes the compensation cost over the period the employee is required to provide service in exchange for the award, which generally is the vesting period. The amount of cost recognized is adjusted to reflect the expected forfeiture prior to vesting. When no future services are required to be performed by the employee in exchange for an award of equity instruments, and if such award does not contain a performance or market condition, the cost of the award is expensed on the grant date. The Company recognizes compensation cost for an award with only service conditions that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award, provided that the cumulative amount of compensation cost recognized at any date at least equals the portion of the grant-date value of such award that is vested at that date.
Earnings per Share
The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income attributable to ordinary shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, earn out shares, warrants and stock options) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. There is no anti-dilutive effect for the six months ended March 31, 2026 and 2025.
11
GOLDEN HEAVEN GROUP HOLDINGS LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Receivable and Allowances
On October 1, 2023, the Company adopted Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), using the modified retrospective transition method. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss methodology, which will result in more timely recognition of credit losses. Upon adoption, the Company changed the impairment model to utilize a forward-looking current expected credit losses (CECL) model in place of the incurred loss methodology for financial instruments measured at amortized cost including lease receivables and receivables resulting from the application of ASC 606. The adoption of the guidance had no impact on the allowance for credit losses for other receivable.
The Company maintains an allowance for credit losses and records the allowance for credit losses as an offset to lease receivable, other current asset, other receivable and the estimated credit losses charged to the allowance is classified as “General and administrative expenses” in the consolidated statements of income and comprehensive income. The Company assesses collectability by reviewing other receivable on an individual basis because the Company had limited customers and each of them has different characteristics, primarily based on business line and geographical area. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status, the age of the balances, credit quality of the Company’s customers based on ongoing credit evaluations, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect the Company’s ability to collect from customers. Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable.
New Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This pronouncement introduces new disclosure requirements aimed at enhancing transparency in financial reporting by requiring disaggregation of specific income statement expense captions. Under the new guidance, entities are required to disclose a breakdown of certain expense categories, such as employee compensation; depreciation; amortization, and other material components. The disaggregated information can be presented either on the face of the income statement or in the notes to the financial statements, often using a tabular format. The ASU is effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact.
In January 2025, the FASB issued ASU 2025-01, which revises the effective date of ASU 2024-03 (on disclosures about disaggregation of income statement expenses) “to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027.” Entities within the ASU’s scope are permitted to early adopt the ASU. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact.
In January 2025, the FASB issued ASU 2025-01, “Income Statement – Comprehensive Income – Expense Disaggregation Disclosure (Subtopic 220-40): Clarifying the Effective Date.” This pronouncement revises the effective date of ASU 2024-03 and clarifies that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Entities within the ASU’s scope are permitted to early adopt the accounting standard update. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact.
In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. The ASU requires entities to apply the existing acquirer determination guidance in ASC 805-10-55-12 through 55-15 when a business combination is effected primarily by exchanging equity interests and the legal acquiree is a VIE that meets the definition of a business, rather than automatically designating the primary beneficiary as the accounting acquirer. The ASU is effective for annual reporting periods beginning after December 15, 2026, and interim periods within those annual reporting periods. Early adoption is permitted. The amendments will be applied prospectively. The Company is currently evaluating the impact of this ASU on its consolidated financial statements.
In July 2025, the FASB issued ASU 2025-05, which amends ASC 326-20 to provide a practical expedient for all entities which elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset in developing reasonable and supportable forecasts as part of estimating expected credit losses, and an accounting policy election for all entities, other than a public business entity, that elect the practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. Under ASU 2025-05, an entity is required to disclose whether it has elected to use the practical expedient and, if so, whether it has also applied the accounting policy election. An entity that makes the accounting policy election is required to disclose the date through which subsequent cash collections are evaluated. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. Entities should apply the new guidance prospectively. The Company is currently evaluating these new disclosure requirements and does not expect the adoption to have a material impact.
12
GOLDEN HEAVEN GROUP HOLDINGS LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
In December 2025, the FASB issued ASU 2025-11, which is intended to improve the navigability of the guidance in ASC 270 and clarify when it applies. Under the amendments, an entity is subject to ASC 270 if it provides interim financial statements and notes in accordance with GAAP. The ASU also addresses the form and content of such financial statements, adds lists to ASC 270 of the interim disclosures required by all other Codification topics, and establishes a principle under which an entity must disclose events since the end of the last annual reporting period that have a material impact on the entity. As the Board stated in the proposed guidance and reiterates in the ASU, the amendments are not intended to change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements. For public business entities, the amendments in ASU 2025-11 are effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. For entities other than public business entities, for interim reporting periods within annual reporting periods beginning after December 15, 2028. Early adoption is permitted for all entities.
Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material impact on the accompanying unaudited condensed consolidated financial statements.
3. ADVANCES TO SUPPLIERS AND OTHER CURRENT ASSETS
The amount of advances to suppliers and other current assets consisted of the following:
|
March 31, (Unaudited) |
September 30, (Audited) |
|||||||
| Prepayment of projects | $ | $ | ||||||
| Interest receivable | ||||||||
| Prepayments of land leases | ||||||||
| Total | $ | $ | ||||||
As of March 31, 2026, prepayment of projects
was $
The prepayment balance primarily consists of the following two construction contracts:
Anshun Seven-Colored Rainbow Park: On September 28, 2023, Nanping
Golden Heaven signed a construction contract with Fujian Xinchang Construction Engineering Co., Ltd in the amount of $
Ice Tribe Amusement Park: On September 28,
2023, Nanping Golden Heaven signed a construction contract with Fujian Xinchang Construction Engineering Co., Ltd in the amount of
$
As of September 30, 2025, prepayment of
projects was $
The prepayment balance primarily consists of the following two construction contracts:
Anshun Seven-Colored Rainbow Park: On
September 28, 2023, Nanping Golden Heaven signed a construction contract with Fujian Xinchang Construction Engineering Co., Ltd in
the amount of $
13
GOLDEN HEAVEN GROUP HOLDINGS LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
3. ADVANCES TO SUPPLIERS AND OTHER CURRENT ASSETS (cont.)
Ice Tribe Amusement Park: On September 28,
2023, Nanping Golden Heaven signed a construction contract with Fujian Xinchang Construction Engineering Co., Ltd in the amount of
$
4. LOAN RECEIVABLES
As of March 31, 2026 and September 30, 2025, loan receivables
were $
In 2025, the Company entered into a “Loan Agreement” with
a third party. Pursuant to the Loan Agreement, the Company loaned up to the amount of $
5. PROPERTY AND EQUIPMENT, NET
Property and equipment, net consisted of the following:
|
March 31, 2026 (Unaudited) |
September 30, 2025 (Audited) |
|||||||
| Machineries | $ | $ | ||||||
| Office equipment | ||||||||
| Electronic equipment | ||||||||
| Vehicle | ||||||||
| Park facilities | ||||||||
| Subtotal | ||||||||
| Less: Accumulated depreciation | ( |
) | ( |
) | ||||
| Total | $ | $ | ||||||
Depreciation expense included in general and administration expenses
for the six months ended March 31, 2026 and 2025 was and $
14
GOLDEN HEAVEN GROUP HOLDINGS LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
6. LEASES
The Company’s noncancelable operating leases consist of leases
for land. The Company is the lessee under the terms of the operating leases. For the six months ended March 31, 2026 and 2025, the operating
lease cost was $
The Company’s operating leases have remaining
lease terms that range from approximately
Maturities of lease liabilities were as follows:
| Six months ended March 31, 2026 (Unaudited) | Operating Lease |
|||
| 2027 | $ | |||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| 2031 | ||||
| From 2032 to September 30, 2033 | ||||
| Total | $ | |||
| Less: amounts representing interest | $ | |||
| Present value of future minimum lease payments | ||||
| Less: Current obligations | ||||
| Long term obligations | $ | |||
7. ACCRUED EXPENSES AND OTHER PAYABLES
The amount of accrued expenses and other payables consisted of the following:
|
March 31, (Unaudited) |
September 30, (Audited) |
|||||||
| Payable for projects | $ | $ | ||||||
| Payable for property, plant and equipment purchases | ||||||||
| Audit fees | ||||||||
| Accrued salaries | ||||||||
| Other payables | ||||||||
| Total | $ | $ | ||||||
15
GOLDEN HEAVEN GROUP HOLDINGS LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
8. TAX PAYABLE
The amount of tax payable consisted of the following:
|
March 31, (Unaudited) |
September 30, (Audited) |
|||||||
| Income tax payable | $ | $ | ||||||
| Other tax payables | ||||||||
| Total | $ | $ | ||||||
9. ADVANCES FROM CUSTOMERS
The amount of advances from customers consisted of the following:
|
March 31, (Unaudited) |
September 30, (Audited) |
|||||||
| Advance received for software development | $ | $ | ||||||
| $ | $ | |||||||
10. ADVANCE CONSIDERATION RECEIVED
As of March 31,
2026, the advance consideration received was US$
11. LOAN PAYABLES
Short term loans — banks
Outstanding balances on short-term bank loans consisted of the following:
| Institution name | Maturity | Interest rate | Collateral/ earnings |
March 31, (Unaudited) |
September 30, (Audited) |
|||||||||||||||
| China Construction Bank |
|
$ | $ | |||||||||||||||||
As of September 30, 2025, short-term bank loans
total $
16
GOLDEN HEAVEN GROUP HOLDINGS LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
12. RELATED PARTY BALANCES
As of March 31, 2026, the amount due to the related parties was .
As of September 30, 2025, the amount due to the related parties consisted of the following:
| Name | Amount (US$) |
Relationship | Note | |||||||||
| Yitong Asia Investment Pte. Ltd. | $ | |||||||||||
13. ASSET HELD FOR SALE
During the six months ended March 31, 2026, management approved a plan to sell our entire equity interest in Golden Heaven Management Ltd. and its underlying assets to a third party. Accordingly, the related assets and liabilities were reclassified as held for sale in the unaudited Condensed Consolidated Balance Sheets, and as of March 31, 2026 are as follows:
|
March 31, (Unaudited) |
||||
| Assets Held for Sale | ||||
| Cash and cash equivalents | ||||
| Other receivables | ||||
| Amount due from related party | ||||
| Other current assets | ||||
| Lease receivables | ||||
| Property, plant and equipment, net | ||||
| Right of use assets | ||||
| Other non-current assets | ||||
| Total assets held for sale | ||||
| Liabilities held for sale | ||||
| Current liabilities | ||||
| Noncurrent liabilities | ||||
| Total liabilities held for sale | ||||
14. INCOME TAX
Cayman Islands
The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains, or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the Government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or, after execution, brought within the of the Cayman Islands. No stamp duty is payable in the Cayman Islands on the issue of shares by, or any transfers of shares of, Cayman Islands companies (except those which hold interests in land in the Cayman Islands). There are no exchange control regulations or currency restrictions in the Cayman Islands.
17
GOLDEN HEAVEN GROUP HOLDINGS LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
14. INCOME TAX (cont.)
British Virgin Islands
Golden Heaven BVI is incorporated in the BVI as an offshore holding company and is not subject to tax on income or capital gain under the laws of BVI.
Payments of dividends and capital in respect of our Ordinary Shares will not be subject to taxation in the BVI and no withholding will be required on the payment of a dividend or capital to any holder of our Ordinary Shares, as the case may be, nor will gains derived from the disposal of our Ordinary Shares be subject to BVI income or corporation tax.
Hong Kong
Golden Heaven HK is incorporated in Hong Kong
and is subject to profit taxes in Hong Kong at a rate of
PRC
Effective on January 1, 2008, the Taxation
Law of PRC stipulates that domestic enterprises and foreign invested enterprises (the “FIEs”) are subject to a uniform tax
rate of
The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. For the six months ended March 31, 2026 and 2025, the Company had unrecognized tax benefits.
The Company has not provided deferred tax assets from foreign subsidiaries’ operating losses, because currently no foreign business operations and no future income are anticipated.
The amount of unrecognized deferred tax liabilities for temporary differences related to dividends from foreign subsidiaries is not determined, because such determination is not practical.
The Company has not provided deferred taxes on undistributed earnings attributable to its PRC subsidiaries, as such undistributed earnings are to be permanently reinvested.
The Company does not anticipate any significant increase in its liability for unrecognized tax benefits within the next 12 months. The Company will classify interest and penalties related to income tax matters, if any, in income tax expense.
The Company accounts for uncertainty in income
taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for
recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained
on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the
largest amount that is more than
18
GOLDEN HEAVEN GROUP HOLDINGS LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
14. INCOME TAX (cont.)
Profit before income taxes is attributable to the following geographic locations for the six months ended March 31:
| 2026 | 2025 | |||||||
| Cayman Islands | $ | $ | ||||||
| PRC | ||||||||
| BVI | ||||||||
| HK | ||||||||
| Total profit before income taxes | $ | $ | ||||||
The components of the income tax provision were as follows:
| 2026 | 2025 | |||||||
| Current tax provision | ||||||||
| Cayman Islands | $ | $ | ||||||
| PRC | ||||||||
| BVI | ||||||||
| HK | ||||||||
| Total income tax provisions | $ | $ | ||||||
Reconciliation of the differences between the income tax provision computed based on PRC statutory income tax rate and the Company’s actual income tax provision for the six months ended March 31, 2026 and 2025 are as follows:
| 2026 | 2025 | |||||||
| Income tax expense computed based on PRC statutory | $ | ( |
) | $ | ( |
) | ||
| Deferred tax asset on unutilized tax losses not recognized | ||||||||
| Total | $ | $ | ||||||
The Company’s deferred tax assets, net was comprised of the following:
| As of March 30, 2026 |
As of September 30, 2025 |
|||||||
| Net operating loss | $ | $ | ||||||
| Deferred tax asset | $ | $ | ||||||
| Valuation allowance | ( |
) | ( |
) | ||||
| Total deferred tax assets, net | $ | $ | ||||||
Subsequent to March 31, 2026, the Company completed the disposal of its BVI holding company and its subsidiaries. The net operating loss carryforwards and related deferred tax assets disclosed above primarily relate to the disposed group. Accordingly, the related deferred tax assets were derecognized upon completion of the disposal.
The Company’s operations incurred a cumulative net operating
loss (“NOL”) which may reduce future taxable income. During the six months ended March 31, 2025, the cumulative NOL was $
The Company periodically evaluates the likelihood
of the realization of deferred tax assets, and reduces the carrying amount of the deferred tax assets by a valuation allowance to the
extent it believes a portion will not be realized. Management considers new evidence, both positive and negative, that could affect the
Company’s future realization of deferred tax assets including its recent cumulative earnings experience, expectation of future income,
the carry forward periods available for tax reporting purposes and other relevant factors. The Company determined that it is more likely
than not its deferred tax assets could not be realized due to uncertainty about future earnings in the PRC. operations. The Company
provided a
19
GOLDEN HEAVEN GROUP HOLDINGS LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
15. EQUITY
On April 22, 2025, the Company’s shareholders
approved (1) the increase of the Company’s authorized share capital from US$
On August 12, 2025, Class A ordinary shares from
On March 3, 2026, the Company’s shareholders approved
a share capital reorganization by special resolution, which included a subdivision of each authorized but unissued Class A and Class B
ordinary share of US$
On November 18, 2024, the Company entered
into a securities purchase agreement, pursuant to which the Company sold to the purchasers in a registered direct offering, an aggregate
of
On November 20, 2024, Heng Yang Investment Management
CO Pte. Ltd., Hengrui Investment Holding Ltd., Heng Yu Capital Investment Pet. Ltd., Jinqiu Investment Holding Co. Ltd., Joygrace Investment
Pet. Ltd., Rongcheng Investment Holdings Limited, Tianhui Investment Holding Co. Limited, (“Holders”), Gan Xiaochun, or its
assigns, in partial consideration for entering into that certain Share Purchase Agreement, by and between the Company and Holders, is
entitled, subject to the provisions of this Warrant, to purchase from the Company
On December 9, 2024, the Company’s board
of directors granted
20
GOLDEN HEAVEN GROUP HOLDINGS LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
15. EQUITY (cont.)
On April 11, 2025, the subscriber, Yitong Asia
Investment Pte. Ltd., holds
On May 24, 2025, Heng Yang Investment Management
CO Pte. Ltd., Hengrui Investment Holding Ltd., Heng Yu Capital Investment Pet. Ltd., Jinqiu Investment Holding Co. Ltd., Joygrace Investment
Pet. Ltd., Rongcheng Investment Holdings Limited, Tianhui Investment Holding Co. Limited, (“Holders”), Gan Xiaochun, Boruida
Limited, Chuangrunda Limited, Hong Kong Greater Power Ventures Limited, or its assigns, in partial consideration for entering into that
certain Share Purchase Agreement, by and between the Company and Holders, is entitled, subject to the provisions of this Warrant, to purchase
from the Company
The share numbers in this Note 13 are pre-reverse stock split effected on April 22, 2025.
On May 28, 2025, the Company entered into
a securities purchase agreement, pursuant to which the Company sold to the purchasers in a registered direct offering, an aggregate of
On July 7, 2025, the Company entered into
a securities purchase agreement, pursuant to which the Company sold to the purchasers in a registered direct offering, an aggregate of
On July 28, 2025, the subscriber, Yitong Asia
Investment Pte. Ltd., holds
The share numbers in this Note 15 are pre-reverse stock split effected on August 12, 2025.
On November 10, 2025, the Company’s board
of directors granted
On December 4, 2025, the Company entered into a Securities Purchase
Agreement for a private placement of
During the six months ended March 31, 2026 and
the fiscal years ended September 30, 2025, the Company’s PRC subsidiaries collectively contributed and $
21
GOLDEN HEAVEN GROUP HOLDINGS LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
16. COMMITMENTS AND CONTINGENCIES
Commitments
As of March 31, 2026, Nanping Golden Heaven Amusement
Park Management Co., Ltd. (“Nanping Golden Heaven”) had outstanding capital expenditure commitments relating to two construction
projects, with an aggregate contract value of approximately US$
On September 28, 2023, Nanping Golden Heaven entered
into a construction contract with Fujian Xinchang Construction Engineering Co., Ltd. with a total contract value of approximately US$
On September 28, 2023, Nanping Golden Heaven entered
into a construction contract with Fujian Xinchang Construction Engineering Co., Ltd. with a total contract value of approximately US$
Accordingly, as of March 31, 2026, Nanping Golden
Heaven’s total outstanding capital expenditure commitments relating to these two construction projects amounted to approximately
US$
17. RISKS AND UNCERTAINTIES
Contingencies
Three putative class action lawsuits were filed on December 8, 2023, December 19, 2023 and January 17, 2024 by certain shareholders against the Company, our former Chief Executive Officer, Qiong Jin, our then Chief Financial Officer, Jinguang Gong and our independent directors in the Supreme Court of the State of New York (Case No. 161978/2023) and United States District Court for the Central District of California (Case No. 2:23-cv-10619-HDV-SK and Case No. 2:24-cv-00423-SVW-AJR). Two complaints filed in United States District Court for the Central District of California on behalf of persons or entities who purchased or otherwise acquired publicly traded securities of the Company during the class period assert claims that plaintiffs were economically damaged, and generally allege that the referenced defendants violated sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder, by making allegedly false and misleading statements regarding, among other matters, the Company’s business operations, management, financial condition and prospects. One complaint filed in the Supreme Court of the State of New York on behalf of persons or entities who purchased or otherwise acquired publicly traded securities of the Company during the class period asserts claims that the plaintiffs were economically damaged, and generally alleges that the defendants violated sections 11 and 15 of the Securities Exchange Act of 1933, as amended, by making allegedly inaccurate, untrue and misleading statements regarding, among other matters, the Company’s business operations, management, financial condition and prospects.
22
GOLDEN HEAVEN GROUP HOLDINGS LTD.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
17. RISKS AND UNCERTAINTIES (cont.)
In April and May 2026, the Company reached a global
settlement agreement regarding the three securities class action lawsuits described above, for a cash settlement amount of US$
From time to time, the Company is a party to various legal actions arising in the ordinary course of business. The Company accrues costs associated with these matters when they become probable and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred.
PRC Regulations
There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations including, but not limited to, the laws and regulations governing our business and the enforcement and performance of our arrangements with customers in certain circumstances. We are considered foreign persons or foreign funded enterprises under PRC laws and, as a result, we are required to comply with PRC laws and regulations related to foreign persons and foreign funded enterprises. These laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement may involve substantial uncertainty. The effectiveness of newly enacted laws, regulations or amendments may be delayed, resulting in detrimental reliance. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our business.
18. SUBSEQUENT EVENTS
The Company passed board resolutions on March
30, 2026, approving the sale of its entire stake in a BVI holding company (which owns a Hong Kong entity, a WOFE, and six PRC amusement
park subsidiaries) to Pulse Link LTD (the “Purchaser”) for approximately US$
On February 23, 2026, the Company entered into
a securities purchase agreement for a private placement of
On April 9, 2026, Magic Golden Heaven Group Management Limited (“MGHGML)
established another new subsidiary, Nanping Golden Carnival Culture Development Co., Ltd. (“Nanping”), in China. MGHGML holds
23