BGM Group Ltd. Files 2024 Annual Report

Ticker: BGM · Form: 20-F · Filed: Jan 27, 2025 · CIK: 1779578

Sentiment: neutral

Topics: annual-report, pharmaceuticals, corporate-actions

TL;DR

BGM Group Ltd. (formerly Qilian) filed its 2024 20-F, check financials and recent name changes.

AI Summary

BGM Group Ltd. filed its annual 20-F report for the fiscal year ending September 30, 2024. The company, previously known as Qilian International Holding Group, is incorporated in E9 and operates in the Pharmaceutical Preparations sector. Key financial figures and corporate actions, including name changes on October 21, 2024, and October 18, 2024, are detailed within the filing.

Why It Matters

This filing provides investors with a comprehensive overview of BGM Group Ltd.'s financial performance and operational status for the fiscal year 2024, including any significant corporate changes.

Risk Assessment

Risk Level: medium — The company has undergone multiple name changes, which can sometimes indicate restructuring or a need to distance from past performance, warranting closer scrutiny.

Key Numbers

Key Players & Entities

FAQ

What is the primary business of BGM Group Ltd.?

BGM Group Ltd. operates in the Pharmaceutical Preparations sector, as indicated by its Standard Industrial Classification code [2834].

When did BGM Group Ltd. change its name?

The company underwent name changes on October 21, 2024 (from Qilian International Holding Group) and October 18, 2024 (from BGM Group Ltd.).

What is the fiscal year end for this 20-F filing?

The Conformed Period of Report is September 30, 2024.

Where is BGM Group Ltd. located?

The company's business and mail address is in Chengdu, China.

What was the previous name of BGM Group Ltd. before the most recent change?

Prior to October 21, 2024, the company was known as Qilian International Holding Group.

Filing Stats: 4,583 words · 18 min read · ~15 pages · Grade level 13.3 · Accepted 2025-01-27 16:31:48

Key Financial Figures

Filing Documents

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 133 ITEM 12.

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 134 PART II 135 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 135 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 135 ITEM 15.

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 135 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 137 ITEM 16B. CODE OF ETHICS 137 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 137 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 137 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 137 ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 138 ITEM 16G. CORPORATE GOVERNANCE 138 ITEM 16H. MINE SAFETY DISCLOSURE 138 ITEM 16I DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 138 ITEM 16J INSIDER TRADING POLICIES 138 ITEM 16K CYBERSECURITY 139 PART III 140 ITEM 17.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 140 ITEM 18.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS 140 ITEM 19. EXHIBITS 140 3 Table of Contents INTRODUCTION As used in this annual report on Form 20-F, (i) "we," "us," "Parent," "BGM," "our company," the "Company," or "our" refers specifically to BGM Group Ltd (formerly known as Qilian International Holding Group Limited); (ii) "Gansu QLS," "variable interest entity" or " VIE" refers to Gansu Qilianshan Pharmaceutical Co., Ltd., a company incorporated in the People's Republic of China; (iii) "WFOE" or "PRC Subsidiary" are to Qilian International Trading (Chengdu) Co., Ltd., formerly known as Chengdu Qilian Trading Co., Ltd., and Qilian Shan International Trade (Hainan) Co., Ltd., both of which are limited liability company organized under the laws of the PRC and are wholly-owned by Qilian International (Hong Kong) Holdings Limited, a limited liability company organized under the laws of Hong Kong. It is important to note that BGM is not a Chinese operating company but a Cayman Islands holding company with no material business operations. BGM conducts its operations in China through the variable interest entity-- Gansu Qilianshan Pharmaceutical Co. Ltd. (the "VIE", "Gansu QLS") and its subsidiaries. Investors in BGM's ordinary shares are not purchasing equity interest in its operating entities in China but instead are purchasing equity interest in a Cayman Islands holding company. BGM receives the economic benefits of Gansu QLS and its subsidiaries' business operation through a series of contractual arrangements, or the VIE Agreements. As a result of the VIE Agreements, BGM is the primary beneficiary of Gansu QLS for accounting purposes and treats it as a PRC consolidated entity under U.S. GAAP. BGM consolidates the financial results of Gansu QLS and its subsidiaries in its consolidated financial statements in accordance with U.S. GAAP. BGM does not own any equity interest in Gansu QLS and its subsidiaries. For detailed descriptions of each of the VIE Agreement, please refer to

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not Applicable.

OFFER STATISTICS AND EXPECTED TIMETABLE

Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not Applicable .

KEY INFORMATION

Item 3. KEY INFORMATION Our Holding Company Structure and Contractual Arrangements with the Consolidated Affiliated Entities BGM Group Ltd is not a Chinese operating company but a Cayman Islands holding company with no business operations. The business operations are conducted by Gansu Qilianshan Pharmaceutical Co., Ltd. (the "VIE", "Gansu QLS") and its subsidiaries established in the PRC. See "Item 4.C. INFORMATION ON THE COMPANY - Our Corporate Structure" for further information regarding our affiliated entities' names, places of incorporation, and equity ownership. BGM and its affiliated entities are subject to legal and operational risks associated with being mostly based in the PRC and Hong Kong and having all of their operations in the PRC, discussed in greater detail below. BGM is incorporated in the Cayman Islands-- a holding company with no material operations, the Company conducts its operations in China through the variable interest entities-- Gansu QLS and its subsidiaries. Investors in BGM's ordinary shares are not purchasing equity interest in its operating entities in China but instead are purchasing equity interest in a Cayman Islands holding company. BGM receives the economic benefits of Gansu QLS and its subsidiaries' business operation through a series of contractual arrangements, or the VIE Agreements. As a result of the VIE Agreements, BGM is the primary beneficiary of Gansu QLS for accounting purposes and treat it as a PRC consolidated entity under U.S. GAAP. BGM consolidates the financial results of Gansu QLS and its subsidiaries in its consolidated financial statements in accordance with U.S. GAAP. Neither BGM nor its investors own any equity ownership in, direct foreign investment in, or control through such ownership/investment of Gansu QLS. These VIE Agreements have not been tested in a court of law in the PRC. As a result, investors in BGM's ordinary shares thus are not purchasing equity interest in its operating entities in China bu

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