Exhibit 99.2

 

PMA Graphene Technology Group Inc. and subsidiaries

 

Unaudited Pro Forma Condensed Combined Financial Information

 

Introduction

 

As previously disclosed in its Current Report on Form 6-K furnished with the Securities and Exchange Commission (“SEC”) on September 2, 2026, PMA Graphene Technology Group Inc. (“PMA” or “the Company”) (formerly known as Ming Shing Group Holdings Limited) completed an acquisition, as discussed below.

 

Acquisition of Meals Through Seasons Limited (“MTS Acquisition”)

 

On September 2, 2026, the Company completed the acquisition of the entire issued share capital of Meals Through Seasons Limited (“MTS”), pursuant to a stock purchase agreement (the “SPA”) with Hongs Smart Limited and Yapjianhuei Smart Limited (collectively the “Sellers”).

 

The MTS holds the entire issued share capital of Meals Though Seasons HK Limited (“MTHK”), a private company limited by shares incorporated in Hong Kong. MTHK is mainly engaged in organic agricultural product supply chains, agricultural base operations, agricultural product sorting and processing, cold chain logistics, channel sales and related businesses.

 

The aggregate consideration of US$510,000,000 is payable in full in securities of the Company, and no cash is payable by the Company. It comprises (i) 150,000,000 Class A ordinary shares of the Company, par value US$0.0005 per share (the “Class A Ordinary Shares”), to be issued at closing at an agreed reference price of US$1.00 per share, representing an aggregate value of US$150,000,000 (the “Consideration Shares”), and (ii) unsecured convertible promissory notes in the aggregate original principal amount of US$360,000,000 (the “Notes”), to be issued at closing pursuant to a note purchase agreement to be entered into at closing (the “NPA”). The consideration (including both the Consideration Shares and the Notes) is allocated between the Sellers in proportion to their respective interests in MTS, being 70% for Hongs Smart Limited and 30% for Yapjianhuei Smart Limited.

 

On September 2, 2026, the transaction closed. In connection with the closing, the NPA was entered into as of September 2, 2026, the entire issued share capital of MTS was transferred to the Company and the Company issued (i) 105,000,000 and 45,000,000 Class A Ordinary Shares to Hongs Smart Limited and Yapjianhuei Smart Limited, respectively; and (ii) unsecured convertible promissory notes pursuant to the NPA in the original principal amount of US$252,000,000 (with each “Annual Performance Tranche” in the amount of US$84,000,000) and US$108,000,000 to Hongs Smart Limited and Yapjianhuei Smart Limited (with each “Annual Performance Tranche” in the amount of US$36,000,000), respectively. See below for discussion of “Annual Performance Tranches.”

 

The Notes bear no ordinary interest and no interest payments are due. The Notes have no fixed maturity date and remain outstanding unless and until converted in full, redeemed pursuant to an express provision of the Notes, repurchased by the Company and cancelled, or otherwise cancelled by written agreement of the parties. The Notes are not subject to any scheduled amortization, sinking fund, or mandatory redemption by reason only of the passage of time, and the Company has no obligation to repay the principal on any fixed date. The Company may not redeem, repurchase, or otherwise retire the Notes without the prior written consent of the holder, except as required by applicable law or regulation. The Notes constitute senior direct, unsecured, unsubordinated obligations of the Company and rank pari passu with all present and future unsecured and unsubordinated obligations of the Company, except as obligations may be preferred by laws of general application.

 

The aggregate principal amount of the Notes is divided into three equal annual performance tranches of US$120,000,000 each (each, an “Annual Performance Tranche”), corresponding to three successive financial years (each, a “Performance Year”) covered by a financial forecast (the “Financial Forecast”) provided by the Holding Company and MTS and attached as an exhibit to the NPA.

 

Each Annual Performance Tranche becomes eligible for conversion only if the actual consolidated net profit after tax (“NPAT”) of the Holding Company for the corresponding Performance Year equals or exceeds 50% of the forecast NPAT set forth in the Financial Forecast for that Performance Year (the “Minimum Forecast Threshold”). The Company, in its sole discretion, determines whether the Minimum Forecast Threshold has been satisfied based on audited financial statements or other financial information reasonably satisfactory to the Company. Upon such determination, the Company delivers a Conversion Eligibility Notice, and the relevant Annual Performance Tranche becomes eligible for conversion on the date of such notice.

 

 

 

  

If the Company does not determine that the applicable Minimum Forecast Threshold has been satisfied, the relevant Annual Performance Tranche remains outstanding but is not convertible. Satisfaction of the Minimum Forecast Threshold for any subsequent Performance Year does not render convertible any Annual Performance Tranche relating to a prior Performance Year that failed to satisfy the applicable threshold.

 

Each Annual Performance Tranche is assessed separately and solely by reference to the corresponding Performance Year, and the Minimum Forecast Threshold is tested solely by reference to NPAT.

 

Subject to satisfaction of the applicable Minimum Forecast Threshold and the limitations described below, the Notes are convertible into Class A Ordinary Shares at a fixed conversion price of $1.00 per share. The conversion price is subject to customary anti-dilution adjustments for stock dividends, stock splits, reverse stock splits, and reclassifications.

 

No conversion may occur if, immediately after giving effect to such conversion, the holder together with its affiliates would hold voting rights exceeding 24% of the total voting rights of the Company’s outstanding capital shares on a fully diluted basis (the “Voting Rights Limitation”). If any requested conversion would result in the issuance of shares that would cause the holder and its affiliates to exceed this limitation, such conversion is automatically reduced to the maximum principal amount that may be converted without breaching the Voting Rights Limitation, and the excess principal remains outstanding and convertible in accordance with the terms of the Notes.

 

The foregoing discussion of the terms of the NPA and the Notes is qualified in its entirety by reference to the form of the NPA and the form of the Notes, which are attached as Exhibits 10.1 and 10.2, respectively, to the Current Report on Form 6-K furnished with the SEC on September 2, 2026.

 

 

 

 

The acquisition of MTS was deemed significant under Rule 3-05 and the following separate financial statements for PMA are included elsewhere in this Report:

 

  ● Audited consolidated financial statements of Meals Through Seasons Limited and its subsidiary as of and for the period from incorporation (December 4, 2025) to September 2, 2026

 

The audited consolidated financial statements of Meals Through Seasons Limited and its subsidiary as of and for the period from incorporation (December 4, 2025) to September 2, 2026 have been prepared in accordance with United States Generally Accepted Accounting Principles (“US GAAP”).

 

Unaudited Pro Forma Condensed Combined Financial Information

 

The accompanying unaudited pro forma condensed combined financial information is based on the historical financial statements and accounting records of the Company after giving effect to the SPA through the related pro forma adjustments. Further details about the SPA, along with key assumptions and estimates underlying the unaudited pro forma adjustments are described in the Notes to Unaudited Pro Forma Condensed Combined Financial Information (the “Pro Forma Notes”). The unaudited pro forma condensed combined financial information was based on, and should be read in conjunction with, the following historical consolidated financial statements and the related footnotes to such financial statements:

 

  ● Historical Audited consolidated financial statements of PMA Graphene Technology Group Inc. (formerly known as Ming Shing Group Holdings Limited) and its subsidiaries as of, and for the years ended March 31, 2026, 2025 and 2024, as included in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission (“SEC”) on August 17, 2026;
     
  ● Historical Audited consolidated financial statements of Meals Through Seasons Limited and its subsidiary as of and for the period from incorporation (December 4, 2025) to September 2, 2026, included elsewhere in this Report;

 

The accompanying unaudited pro forma condensed combined balance sheet as of March 31, 2026, combined the historical audited consolidated balance sheets of the Company as of March 31, 2026 and the historical audited consolidated balance sheets of MTS as of September 2, 2026, giving effect to the SPA, as if the transaction had occurred on March 31, 2026. MTS was incorporated in the British Virgin Islands on December 4, 2025 and started its operation after March 31, 2026. As a result, no financial information of MTS is available for the year ended March 31, 2026. The Company has not presented an unaudited pro forma condensed combined statement of operations for the year ended March 31, 2026, as management believes the transaction would have had no impact on the Company’s results of operations for that period.

 

The accompanying pro forma adjustments are based on preliminary estimates that have been made solely for the purpose of providing unaudited pro forma condensed combined financial information prepared in accordance with the rules and regulations of the SEC. The unaudited pro forma condensed combined financial information does not purport to represent the actual results of operations that the Company and MTS would have achieved had the companies been combined during the periods presented herein.

 

The Company has prepared the following unaudited pro forma condensed combined financial information pursuant to the requirements of Article 11 of Regulation S-X, as amended by SEC Final Rule Release No. 33-10786, Amendments to Financial Disclosures About Acquired and Disposed Businesses. The unaudited pro forma condensed combined financial information is presented to illustrate the transaction accounting adjustments related to the SPA. The unaudited pro forma condensed combined financial information is not intended to project the future results of operations that the combined company may achieve after the SPA and does not reflect any adjustments for post-closing integration costs, or any potential cost savings or revenue enhancement synergies that may be realized as a result of the SPA.

 

 

 

 

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

 

  

As of

March 31, 2026

  

As of

September 2, 2026

   As of March 31, 2026 
   PMA   MTS   Transaction Accounting   Pro Forma 
   Historical   Historical   Adjustments   Combined 
   USD   USD   USD   USD 
Assets                
Current assets                    
Cash and cash equivalents   1,647,804    -    -    1,647,804 
Accounts receivable, net   834,583    -    -    834,583 
Contract assets   1,691,118    -    -    1,691,118 
Deposits, prepayments and other assets   61,685    -    -    61,685 
Amounts due from related parties   -    50,000    -    50,000 
Total current assets   4,235,190    50,000    -    4,285,190 
                     
Non-current assets                    
Property and equipment, net   1,055,223    -    -    1,055,223 
Intangible assets   -    -    369,902,581(A)   369,902,581 
Goodwill   -    -    51,429,897(B)   51,429,897 
Finance lease right-of-use assets, net   84,200    -    -    84,200 
Operating lease right-of-use assets, net   40,880    -    -    40,880 
Life insurance policy, cash surrender value   173,563    -    -    173,563 
Deferred tax assets   276,696    -    -    276,696 
Deposits, prepayments and other assets   8,957    -    -    8,957 
Total non-current assets   1,639,519    -    421,332,478    422,971,997 
                     
Total assets   5,874,709    50,000    421,332,478    427,257,187 
                     
Current liabilities                    
Accounts payable   1,048,408    -    -    1,048,408 
Bank and other borrowings   2,415,763    -    -    2,415,763 
Finance lease liabilities, current portion   48,345    -    -    48,345 
Operating lease liabilities, current portion   34,892    -    -    34,892 
Accrued expenses and other current liabilities   373,845    35,325    -    409,170 
Amounts due to related parties   1,230,990    -    -    1,230,990 
Income tax payable   835,184    -    -    835,184 
Total current liabilities   5,987,427    35,325    -    6,022,752 
                     
Non-current liabilities                    
Bank and other borrowings   4,661,060    -    -    4,661,060 
Conversion option liability on convertible notes payable   -    -    229,347,153(C)   229,347,153 
Operating lease liabilities, net of current portion   5,988    -    -    5,988 
Total non-current liabilities   4,667,048    -    229,347,153    234,014,201 
                     
Total liabilities   10,654,475    35,325    229,347,153    240,036,953 
                     
Shareholders’ (deficit) equity                    
Ordinary shares, 100,000,000 shares authorized; USD0.0005 par value, 12,975,000 shares issued and outstanding, as of March 31, 2026   6,488    50,000    25,000(D)   81,488 
Additional paid in capital   6,819,954    -    191,925,000    198,744,954 
Accumulated deficit   (11,606,208)   (35,325)   35,325(E)   (11,606,208)
Total shareholders’ (deficit) equity   (4,779,766)   14,675    191,985,325    187,220,234 
                     
Total liabilities and shareholders’(deficit) equity   5,874,709    50,000    421,332,478    427,257,187 

 

See accompanying notes to the unaudited pro forma condensed combined financial information.

 

 

 

 

Note 1 — Basis of Presentation

 

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.”

 

The Company accounted for the MTS Acquisition using the acquisition method of accounting under ASC 805. The acquisition method of accounting requires that the purchase price of the acquisition be allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date, with any excess of the purchase price over the estimated fair value of the identifiable net assets acquired recorded to goodwill.

 

The Company’s preliminary estimates of the fair values of the net assets acquired are based on information available as of the respective acquisition date of the MTS Acquisition. The Company is continuing to evaluate the underlying inputs and assumptions used in determining these fair values. Accordingly, the preliminary estimates are subject to change during the measurement period, which extends up to one year from each acquisition date. Adjustments to the preliminary fair values of assets acquired or liabilities assumed during the measurement period may result in corresponding adjustments to goodwill. Specifically, a decrease in the fair value of assets acquired or an increase in the fair value of liabilities assumed would result in an increase in the amount of goodwill recognized.

 

Acquisition-related transaction costs incurred by the Company were expensed as incurred in the periods in which the related services were received.

 

Note 2 — Preliminary purchase price allocation

 

Under the acquisition method of accounting, MTS’s identifiable assets acquired and liabilities assumed by the Company have been recorded at the acquisition date fair values and added to those of the Company. The pro forma adjustments are preliminary and based on estimates of the fair value and useful lives of the assets acquired and liabilities assumed and are prepared to illustrate the estimated effect of the MTS Acquisition. The final amounts allocated to assets acquired and liabilities assumed could differ significantly from the amounts presented in the unaudited pro forma condensed combined financial statements. Accordingly, the pro forma purchase price allocation is subject to further adjustment as additional information becomes available and as additional analyses and final valuations are completed. There can be no assurances that these additional analyses and final valuations will not result in material changes to the estimates of fair value set forth below.

 

The following preliminary purchase price allocation has been used to prepare pro forma adjustments in the unaudited pro forma condensed combined balance sheet.

 

   USD 
Consideration (1)     
Consideration shares   192,000,000 
Conversion option liability on convertible notes payable    229,347,153 
    421,347,153 
      
Identifiable assets acquired and liabilities assumed:     
Intangible assets (2)   369,902,581 
Goodwill   51,429,897 
Amounts due from related parties   50,000 
Accrued expenses   (35,325)
Total identifiable assets acquired and liabilities assumed   421,347,153 

 

(1) The consideration for the MTS Acquisition was USD421,347,153. The consideration comprises (i) 150,000,000 Class A ordinary shares of the Company, par value USD0.0005 per share (the “Class A Ordinary Shares”), to be issued at closing at an agreed reference price of USD1.00 per share, representing an aggregate value of USD192,000,000 (the “Consideration Shares”), and (ii) unsecured convertible promissory notes in the aggregate original principal amount of USD360,000,000 (the “Notes”), to be issued at closing pursuant to a note purchase agreement to be entered into at closing (the “NPA”). The consideration (including both the Consideration Shares and the Notes) is allocated between the Sellers in proportion to their respective interests in the Target Company, being 70% for Hongs Smart Limited and 30% for Yapjianhuei Smart Limited.

 

 

 

 

(2) Preliminary identifiable intangible assets in the unaudited pro forma condensed combined financial information consists of the following:

 

  

Preliminary

Fair Value

  

Estimated

Useful Life

 
   USD     
Preliminary fair value of intangible assets acquired:        
Developed Technology   369,902,581    10 years 

 

Note 3 — Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2026

 

The adjustments included in the unaudited pro forma condensed combined balance sheet as of March 31, 2026 are as follows:

 

(A) Reflects the preliminary purchase accounting adjustment for estimated intangibles based on the acquisition method of accounting. Refer to Note 2 above for additional information on the acquired intangible assets expected to be recognized.
   
(B) Preliminary goodwill adjustment of USD51,429,897 which represents the excess of the estimated purchase price over the preliminary fair value of the underlying assets acquired and liabilities assumed.
   
(C) Reflects the conversion option liability on convertible promissory notes of USD229,347,153 issued by the Company as the consideration of the MTS Acquisition based on the preliminary purchase price allocation prepared by an independent professional valuer.
   
(D)

Reflects the 150,000,000 Class A ordinary shares issued by the Company as the consideration of the MTS Acquisition of USD192,000,000, calculated as the number of Class A ordinary shares issued multiplied by the closing price of the Company’s ordinary shares on September 2, 2026 of USD1.28, and the adjustment to eliminate MTS’s ordinary shares.

   
(E) Represents adjustment to eliminate MTS’s historical deficit of USD35,325.