Hunter Maritime Acquisition (HUNTF) 20-F 2018 FY Annual report (foreign)

Exhibit 99.2

PRO FORMA CONDENSED COMBINED BALANCE SHEET (UNAUDITED)

as of December 31, 2018

in USD	NCF Wealth Holdings Limited			Hunter Maritime Acquisition Corp.			Pro Forma Adjustment			Pro Forma Adjustment			Pro Forma Adjustment			Pro Forma Adjustment			Pro Forma Adjustment			Pro Forma Balance Sheet
	A			B			C			D			E			F			G
ASSETS
NON-CURRENT ASSETS		14,854,924			-			-			-			-			-			-			14,854,924
Deferred tax assets		5,874,935			-			-			-			-			-			-			5,874,935
Equipment and software, net		1,960,673			-			-			-			-			-			-			1,960,673
Long-term equity investment		6,345,216			-			-			-			-			-			-			6,345,216
Long-term other receivable		570,539			-			-			-			-			-			-			570,539
Goodwill		-			-			-			-			-			-			-			-
Other non-current assets		103,561			-			-			-			-			-			-			103,561
CURRENT ASSETS		194,111,513			22,218,241			600,000			-			-			-			-			216,929,754
Cash		4,750,734			140,517			600,000			22,074,404			-			-			-			27,565,655
Cash and Investments held in the Trust Account		-			22,074,404			-			(22,074,404	)		-			-			-			-
Restricted cash		13,959,012			-			-			-			-			-			-			13,959,012
Accounts receivable		18,463,450			-			-			-			-			-			-			18,463,450
Accounts receivable – related parties		221,394			-			-			-			-			-			-			221,394
Advances to suppliers		8,802,673			-			-			-			-			-			-			8,802,673
Other receivables		1,531,282			-			-			-			-			-			-			1,531,282
Advances to Suppliers & Other receivables - related parties		3,353,455			-			-			-			-			-			-			3,353,455
Loan receivable – related parties		139,033,485			-			-			-			-			-			-			139,033,485
Prepaid expenses and other current assets		-			3,320			-			-			-			-			-			3,320
Other current assets		3,996,028			-			-			-			-			-			-			3,996,028
TOTAL ASSETS		208,966,437			22,218,241			600,000			-			-			-			-			231,784,678
EQUITY and LIABILITIES
EQUITY		132,104,400			5,000,001			(5,162	)		10,930,113			-			(2,044,000	)		(4,250,000	)		141,735,352
Series B preferred shares		294			-			-			-			(294	)		-			-			-
Series C-1 preferred shares		247			-			-			-			(247	)		-			-			-
Ordinary shares		10,916			489			-			10,930,113			541			-			-			10,942,059
Shares in employee benefit trust		(4,077,600	)		-			-			-			-			-			-			(4,077,600	)
Additional paid-in capital		139,879,319			7,331,343			-			-			-			-			-			147,210,662
Statutory reserve		721,818			-			-			-			-			-			-			721,818
Accumulated deficit		(3,992,000	)		(2,331,831	)		(5,162	)		-			-			(2,044,000	)		(4,250,000	)		(12,622,993	)
Accumulated other comprehensive income		(715,921	)		-			-			-			-			-			-			(715,921	)
Non-controlling interest		277,327			-			-			-			-			-			-			277,327
NON-CURRENT LIABILITIES		4,077,000			-			-			-			-			-			-			4,077,000
Long-term loan - related parties		4,077,000			-			-			-			-			-			-			4,077,000
Other long-term liabilities		-			-			-			-			-			-			-			-
CURRENT LIABILITIES		72,785,037			17,218,240			605,162			(10,930,113	)		-			2,044,000			4,250,000			85,972,326
Common stock subject to possible redemption		-			10,930,113			-			(10,930,113	)		-			-			-			-
Accounts payable		-			37,749			-			-			-			-			-			37,749
Accrued expenses		-			139,793			5,162			-			-			-			-			144,955
Deferred underwriting fees		-			5,310,585			-			-			-			-			-			5,310,585
Unsecured promissory notes		-			800,000			600,000			-			-			-			-			1,400,000
Bank borrowings		13,536,894			-			-			-			-			-			-			13,536,894
Accrued marketing and channel fees		12,203,906			-			-			-			-			-			-			12,203,906
Accrued marketing and channel fees – related parties		442,787			-			-			-			-			-			-			442,787
Accruals and other liabilities		6,444,042			-			-			-			-			2,044,000			4,250,000			12,738,042
Accruals and other liabilities - related parties		24,606,596			-			-			-			-			-			-			24,606,596
Taxes payable		15,100,313			-			-			-			-			-			-			15,100,313
Amount due to related parties		450,499			-			-			-			-			-			-			450,499
TOTAL EQUITY and LIABILITIES		208,966,437			22,218,241			600,000			-			-			-			-			231,784,678

NOTES TO THE PRO FORMA CONDENSED COMBINED BALANCE SHEET

as of December 31, 2018

Pro Forma Adjustments to the Unaudited Condensed Combined Balance Sheet

A Derived from the unaudited consolidated balance sheet of NCF as of September 30, 2018.

B Derived from the audited consolidated balance sheet of HMAC as of December 31, 2018.

Financing transactions occurring subsequent to the respective balance sheet dates but prior to the consummation of the Merger, including:

C To reflect the loans from CMB to HMAC as per January 29, 2019 and February 25, 2019 for an amount of $200,000 and $400,000 respectively and the related notes issued as unsecured promissory notes.

Pro forma adjustments relating to the consummation of the Merger, including:

D To reflect the release of cash from investments held in the Trust Account. The assumption is made that there are no redemptions upon completion of the Initial Business Combination ("IBC").

E To reflect the conversion of preferred shares to ordinary shares upon the occurrence of a succesful Initial Business Combination ("IBC"), i.e. Initial Public Offering ("IPO") of NCF.

F To reflect the payment of $2,044,000 made by HMAC, including legal fees and other professional fees related to the merger.

G To reflect the payment of $1,250,000 made by NCF, including legal fees and other professional fees related to the merger. In addition $3,000,000 of financial advisory fees of NCF to the financial advisor EarlyBirdCapital.

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS (UNAUDITED)

For the year ended December 31, 2018

in USD	NCF Wealth Holdings Limited			Hunter Maritime Acquisition Corp.			Pro Forma Adjustment			Pro Forma Adjustment			Pro Forma Adjustment			Pro Forma Income Statement
	A			B			C			D			E
Net revenue		260,584,708			-			-			-			-			260,584,708
Transaction and service fee		232,275,488			-			-			-			-			232,275,488
Transaction and service fee - related parties		5,287,115			-			-			-			-			5,287,115
Commission fee		9,211,023			-			-			-			-			9,211,023
Commission fee - related parties		1,226,550			-			-			-			-			1,226,550
Other revenue		12,466,568			-			-			-			-			12,466,568
Other revenue - related parties		117,964			-			-			-			-			117,964
Sales and marketing expenses		(165,055,283	)		-			-			-			-			(165,055,283	)
Product development expenses		(17,894,492	)		-			-			-			-			(17,894,492	)
Loan facilitation and servicing expenses		(3,937,858	)		-			-			-			-			(3,937,858	)
General and administrative expenses		(13,802,873	)		(949,114	)		-			(2,044,000	)		(4,250,000	)		(21,045,987	)
Result from operating activities		59,894,202			(949,114	)		-			(2,044,000	)		(4,250,000	)		52,651,088
Interest and other income		7,765,052			1,482,889			-			-			-			9,247,941
Interest and other expenses		(65,987	)		(2,084,127	)		(5,162	)		-			-			(2,155,276	)
Foreign currency transaction (loss) gain		(1,065,074	)		-			-			-			-			(1,065,074	)
Loss in equity method investment		(215,380	)		-			-			-			-			(215,380	)
Gain on sale of equity interest in a subsidiary		172,531			-			-			-			-			172,531
Loss on sale of equity interest in a subsidiary		(72,995	)		-			-			-			-			(72,995	)
Income from available-for-sale financial assets		302,316			-			-			-			-			302,316
Other miscellaneous income (expenses)		58,647			-			-			-			-			58,647
Profit/(loss) before tax		66,773,312			(1,550,352	)		(5,162	)		(2,044,000	)		(4,250,000	)		58,923,798
Income tax benefit/(expense)		(15,376,947	)		-			-			-			-			(15,376,947	)
Net profit/(loss)		51,396,365			(1,550,352	)		(5,162	)		(2,044,000	)		(4,250,000	)		43,546,851
Other comprehensive income/(loss)
Foreign currency translation adjustment		(2,802,408	)		-			-			-			-			(2,802,408	)
Total comprehensive income/(loss)		48,593,957			(1,550,352	)		(5,162	)		(2,044,000	)		(4,250,000	)		40,744,443
Net (loss)/profit
- Attributable to equity shareholders of the Company		51,468,035			(1,550,352	)		(5,162	)		(2,044,000	)		(4,250,000	)		43,618,521
- Attributable to non-controlling interests		(71,670	)		-			-			-			-			(71,670	)
Total comprehensive (loss)/income
- Attributable to equity shareholders of the Company		48,519,061			(1,550,352	)		(5,162	)		(2,044,000	)		(4,250,000	)		40,669,547
- Attributable to non-controlling interests		74,896			-			-			-			-			74,896
Weighted average shares outstanding, basic					3,793,275												205,967,025
Net (loss)/income per common share, basic					(0.41	)											0.21

NOTES TO THE PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the year ended December 31, 2018

Pro Forma Adjustments to the Unaudited Condensed Statement of Operations

A LTM unaudited consolidated income statement of NCF for the 12 months ended September 30, 2018.

B Derived from the audited consolidated income statement of HMAC for the year ended December 31, 2018.

C Represents interest payments on the loans from CMB to HMAC as per November 6, 2018, December 19, 2018, January 29, 2019 and February 25, 2019 for an amount of $500,000, $300,000, $200,000 and $400,000 respectively and the related notes issued. Interest rate is set at 3 months USD Libor + 0.60%.

D To reflect the payment of $2,044,000 made by HMAC, including legal fees and other professional fees related to the merger.

E To reflect the payment of $1,250,000 made by NCF, including legal fees and other professional fees related to the merger. In addition $3,000,000 of financial advisory fees of NCF to the financial advisor EarlyBirdCapital.