▶ BGM正通过总价值逾4.6亿美元的系列快速收购，从传统制药商向AI服务提供商加速转型 ▶ 公司致力于开发低门槛的AI生产力工具集和协同生态系统，为中国初创企业及个人用户量身定 制 Key takeaways: 公司在采用 Salesforce 式的收购和扩张策略构建 AI 生产力平台后，正迎来重大增长机遇 人工智能不仅正在重塑世界，也是推动 博美集团 (BGM.US)大规模转型的核心力量。该公司正剥离其传统 药品、甘草制剂及其他普通商品的制造业务，力争成为中国人工智能领域的新晋引领者。 BGM的转型堪称拥有闪电一样的速度，从去年11月开始，通过一系列总价值超过4.6亿美元的快速收购，在 过去六个月内推动了其市值和收入的飙升。公司通过发行新股，在没有花费一分钱现金的情况下完成了收 购，将股东权益推高至超过4.6亿美元，较系列收购开始前的4,300万美元增长了十倍多。公司表示其将力争 实现快速向AI应用市场转型，抓住机会，在AI驱动的解决方案中建立商业模式闭环。 从保险开始 BGM的变革始于去年11月下旬，当时它宣布计划收购两家公司：榕数科技和新保投资公司，从而掌握了"度 晓保"平台，该平台利用大数据和AI技 ...

CHENGDU, China, May 28, 2025 /PRNewswire/ -- BGM Group Ltd. (the "Company" or BGM)  (NASDAQ: BGM) today announced that it has entered into definitive transaction agreements with the existing shareholders of Xingdao Intelligent Cloud Chain (Shenzhen) Co., Ltd. ("Xingdao Intelligent") and YD Network Technology Company Limited ("YD Network"). Under the terms of the agreements, BGM will acquire 100% of the equity interests of both companies at a combined valuation of RMB800 million. The consideration will be pa ...

CHENGDU, China, May 2, 2025 /PRNewswire/ -- BGM Group Ltd. (Nasdaq: BGM) (the "Company" or "BGM") , a leading AI technology company, today announced it has entered into a definitive agreement (the "Agreement") to acquire HM Management Company Limited ("HM Management"), a prominent AI agent production platform, in an all-stock transaction valued at approximately RMB300 million (US$41.7 million).Under the Agreement, BGM will issue 16,663,427 Class A ordinary shares at $2.50 per share to acquire 100% ownership ...

CHENGDU, China, April 28, 2025 /PRNewswire/ -- BGM Group Ltd. (NASDAQ: BGM) (the "Company" or BGM)  today announced the completion of its acquisition of YX Management Company Ltd. ("YX"), an leading intelligent mobility technology platform, on April 25, 2025. As previously disclosed, BGM acquired 100% of YX by issuing 47.5 million Class A ordinary shares to YX's existing shareholders, representing a valuation of US$95.0 million. Upon completion of the acquisition, YX's shareholders collectively own approxim ...

CHENGDU, China, March 19, 2025 /PRNewswire/ -- BGM Group Ltd. (the "Company" or BGM) (NASDAQ: BGM) today announced that it has signed a definitive agreement with the existing shareholders of YX Management Company Ltd. ("YX"), a smart mobility technology company. Under the agreement, BGM will acquire 100% of the equity interests of YX by issuing 47.5 million class A ordinary shares to its existing shareholders, valuing YX at US$95.0 million. This acquisition is based on the exceptional expertise and experien ...

CHENGDU, China, Feb. 28, 2025 /PRNewswire/ -- BGM Group Ltd (NASDAQ: BGM) (the "Company" or "BGM") today announced changes to its board of directors, marking the Company's entry into a new phase of technological transformation and sustainable growth. Mr. Zhanchang Xin has tendered his resignation and will step down from his role as Chairman of the Company, effective March 1, 2025. He will be succeeded by Mr. Chen Xin, the current Chief Executive Officer of the Company, who will assume the position of Chairm ...

Core Viewpoint - BGM Group Ltd. has established the "Duxiaobao Management Committee" to lead its strategic entry into the artificial intelligence sector, aiming to transform the insurance industry through AI technology [1][3]. Group Structure and Leadership - The Duxiaobao Management Committee includes industry leaders such as Xin Chen, Li Yuqing, Ge Peng, Zhao Qi, Ren Yong, Li Jun, Zhou Xin, and Wang Hui [2]. - Li Yuqing has been appointed as the CEO of Duxiaobao, with Li Jun, Ren Yong, Zhou Xin, and Tan Yinghua serving as Vice Presidents [2]. - The committee members bring diverse expertise, including internet platform management, information technology, insurance intermediary experience, and AI application innovation [2]. Strategic Goals and Vision - The establishment of the Duxiaobao Management Committee is viewed as a significant milestone for BGM Group in the AI field, with expectations for Duxiaobao to lead the intelligent transformation of the insurance industry [3]. - The focus is on integrating technology with business to create new business models and improve efficiency within the insurance sector [3]. Operational Focus - Duxiaobao aims to leverage advanced technology to innovate and optimize business processes, enhancing operational efficiency and reducing costs for insurance brokers [3]. - The goal is to automate simple tasks, allowing insurance brokers to concentrate on more complex business areas [3]. AI Application and Services - BGM Group utilizes big data mining and AI Agent technology through its platforms, Du Xiao Bao and Bao Wang, to provide comprehensive AI solutions for the insurance industry [5]. - Services include sales and marketing, underwriting assessment, claims processing, and customer service, with capabilities to analyze consumer data and predict insurance needs [5]. Biopharmaceutical Division - The biopharmaceutical division of BGM Group produces oxytetracycline API, crude heparin sodium, and licorice preparations, serving global markets [6]. - AI-assisted decision-making is integrated into production processes to optimize supply chains and improve efficiency [6].

Corporate Structure and Risks - BGM Group Ltd operates as a Cayman Islands holding company with no direct business operations, relying on Gansu Qilianshan Pharmaceutical Co., Ltd. (the VIE) and its subsidiaries for its business activities in China[30]. - The company consolidates the financial results of Gansu QLS and its subsidiaries in accordance with U.S. GAAP, but investors do not own equity in the operating entities in China[31]. - BGM's corporate structure is subject to legal and operational risks, particularly regarding the enforceability of VIE agreements, which have not been tested in PRC courts[32]. - A significant portion of BGM's revenue is generated by the VIE, and any deconsolidation of the VIE could materially affect operations and diminish the value of BGM's ordinary shares[32]. - The company faces uncertainties related to PRC government regulations that could impact its ability to conduct business and accept foreign investments[35]. - The PRC government has significant authority to influence offshore holding companies, which could materially affect business operations and lead to a decline in the value of Ordinary Shares[65]. - The PRC government retains significant control over business operations, which may lead to adverse changes in the company's operations and securities value[116]. - The PRC government may continue to strengthen capital controls, which could limit the ability of the PRC Subsidiary to pay dividends or make distributions, adversely affecting growth and investment opportunities[149]. - If the PRC authorities invalidate these contractual arrangements, BGM's business operations in China would be materially and adversely affected, leading to a substantial decrease in the value of BGM's shares[78]. - The PRC tax authorities may challenge the contractual arrangements, leading to additional tax liabilities that could adversely affect BGM's financial results[89]. Financial Performance - For the year ended September 30, 2024, total revenues amounted to $25,097,951, with service fee revenue from the VIE contributing $698,585[51]. - The net income for the year ended September 30, 2024, was a loss of $1,517,161, compared to a net loss of $8,122,070 for the year ended September 30, 2023[51][53]. - The total operating expenses for the year ended September 30, 2024, were $4,678,526, with cost of revenues at $20,983,196[51]. - The company reported cash and cash equivalents of $9,817,254 as of September 30, 2024[53]. - For the year ended September 30, 2024, net cash provided by operating activities was $544,238, a significant increase compared to $(635,467) for the previous year[54]. - The share of income from subsidiaries, the VIE, and the VIE's subsidiaries for the year ended September 30, 2023, was $80,506, reflecting a recovery from a loss of $(1,602,772) in the prior year[56]. - The company reported net cash used in investing activities of $(4,742,445) for the year ended September 30, 2023, compared to $(3,258,952) in 2022[54]. - The company anticipates an increase in investments in subsidiaries, projecting a rise to $11,141,678 by September 30, 2024[56]. Regulatory Environment - Recent legislative changes in the U.S. could lead to the delisting of BGM's ordinary shares if its auditors are not subject to PCAOB inspections for two consecutive years[39]. - The PCAOB reported on December 16, 2021, that it is unable to fully inspect PCAOB-registered public accounting firms in China and Hong Kong, which may affect companies using non-inspected audit firms[65]. - The Holding Foreign Companies Accountable Act (HFCA Act) mandates that if the SEC identifies a company with audit reports from non-inspected firms for two consecutive years, trading of its shares will be prohibited[97]. - The recent Protocol signed by the CSRC, MOF, and PCAOB aims to facilitate PCAOB inspections, but future obstruction by PRC authorities could lead to new determinations[105]. - The revised Measures for Cybersecurity Review require online platform operators with over one million users to apply for a cybersecurity review before listing abroad, effective February 15, 2022[65]. - The PRC government has indicated an intent to increase oversight over overseas offerings and foreign investments in China-based companies, which could materially affect the company's ability to offer securities[129]. - The Measures for Cybersecurity Review require data processors with over one million users to undergo cybersecurity reviews before listing on foreign exchanges, adding compliance complexities[130]. - The company has not faced any investigations or sanctions related to the PRC Data Security Law as of the date of the report, indicating current compliance[127]. Market and Competitive Risks - A significant portion of revenue is concentrated among a few large customers, and the loss of any key customer could adversely impact financial results[67]. - The company does not have long-term agreements with key customers, which poses a risk to its revenue stability[193]. - The WFOE and VIE subsidiaries face significant competition in rapidly changing industries, with potential competitors having greater financial resources and expertise[182]. - The pharmaceutical business is exposed to product liability risks, which could lead to substantial damages and disrupt operations[187]. - Limited sources of working capital may hinder the company's ability to expand production capacity and sustain operations[188]. - The company faces scrutiny and negative publicity similar to other U.S.-listed Chinese companies, which could harm its business operations and reputation[175]. Operational Challenges - The company must maintain various permits and licenses to operate, and any failure to do so could materially impact its business operations[207]. - Disruptions in the supply chain due to local protectionism and environmental risks could significantly impact the company's ability to produce and deliver products[197]. - The company faces intense competition for qualified personnel in the PRC, which could adversely affect its ability to improve products and achieve business objectives[192]. - The company may incur increased costs to comply with new regulations, which could delay development and require significant management resources[126]. - The company's operations could be significantly disrupted by natural disasters, health epidemics, and other catastrophic incidents, adversely affecting financial results[211]. Tax and Dividend Considerations - If BGM is considered a PRC tax resident, dividends paid to overseas shareholders may be subject to a withholding tax of up to 10%[45]. - BGM's ability to pay dividends is contingent upon receiving funds from its Hong Kong subsidiary, which relies on the VIE's profits[45]. - Current PRC regulations require WFOE to pay dividends to the Hong Kong subsidiary only from accumulated after-tax profits, with a mandatory reserve of at least 10% of after-tax profits until it reaches 50% of registered capital[43]. - Under PRC regulations, dividends can only be paid out of accumulated after-tax profits, and a minimum of 10% must be set aside for statutory reserves[147]. - The PRC government controls currency conversion, which may affect BGM's ability to remit foreign currency for dividend payments[144]. Economic and External Factors - The COVID-19 pandemic has negatively affected the Chinese and global economy, creating uncertainty for BGM's business operations and financial condition[135]. - Future changes in PRC economic policies could adversely affect BGM's competitive position and demand for its products[137]. - Fluctuations in exchange rates, particularly the RMB against the U.S. dollar, could adversely affect revenues and financial conditions, impacting the value of shares and dividends[164]. - Labor costs in the PRC are expected to continue increasing, which may adversely affect the financial conditions and results of operations unless passed on to customers[167].

CHENGDU, China, Dec. 27, 2024 /PRNewswire/ -- BGM Group Ltd. (Nasdaq: BGM) (the "Company" or "BGM"), a leading global pharmaceutical enterprise, today announced completion of the acquisition of the intelligent platform of AIX Inc. It marks BGM's official entry into the domains of AI intelligent technology and financial/insurance services, opening up new opportunities for the integrated development of healthcare, pharmaceuticals, and insurance on a global scale. Through the acquisition of RONS Technology and ...