What changed in this filing

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Item 1. Business

2023-04-19 compared with 2022-04-15 · 1328 added, 792 removed, 467 unchanged (82% of the section changed)

1 unchanged sentence

Future FinTech is a holding company incorporated

under the laws of the State of Florida.

under the laws of the State of Florida and it is not a Chinese operating company.

As a holding company with no material operations of

our own, we conduct a substantial majority of our operations through our subsidiaries and contractual arrangements with a variable interest

entity (VIE) – Cloud Chain E-Commerce (Tianjin) Co., Ltd.

(“E-Commerce Tianjin”), based in China and this structure

involves unique risks to investors.

The Company historically engaged in the production and sale of fruit juice concentrates (including

fruit purees and fruit juices), fruit beverages (including fruit juice beverages and fruit cider beverages) in People’s Republic

of China (“PRC” or “China”).

Due to drastically increased production costs and tightened environmental laws in

China, the Company had transformed its business from fruit juice manufacturing and distribution to a real-name blockchain based e-commerce

platform, supply chain financing services and trading business and financial technology business.

The main business of the Company includes

an online shopping platform, Chain Cloud Mall (“CCM”), which is based on blockchain technology;

supply chain financing services

and trading, financial technology service business and the application and development of blockchain-based technology in financial technology

The Company has also expanded into financial services and cryptocurrency market data and information service businesses.

On May 11, 2021, the Company established Future Supply

Chain (Chengdu) Co., Ltd.

Due to drastically increased production costs and tightened environmental laws in China, the Company had transformed its business

from fruit juice manufacturing and distribution to a real-name blockchain based e-commerce platform, supply chain financing services and

trading business and financial services and technology business.

The business operations of the Company include blockchain based online

shopping platform, Chain Cloud Mall (“CCM”), supply chain financing services and trading, asset management and money transfer

service .The Company is also developing cryptocurrency mining and cryptocurrency market data services.

There are legal and operational risks associated

with being based in and having majority of our operations in Hong Kong and China.

Recently, the PRC government initiated a series of

regulatory actions and statements to regulate business operations in China with little advance notice, including cracking down on illegal

activities in the securities market, enhancing supervision over China-based companies listed overseas using variable interest entity

structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement.

On July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office of the State Council jointly

issued an announcement to crack down on illegal activities in the securities market and promote the high-quality development of the capital

market, which, among other things, requires the relevant governmental authorities to strengthen cross-border oversight of law-enforcement

and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish and improve the system

of extraterritorial application of the PRC securities laws.

On December 28, 2021, Cybersecurity Review Measures was published by Cyberspace

Administration of China or the CAC, National Development and Reform Commission, Ministry of Industry and Information Technology, Ministry

of Public Security, Ministry of State Security, Ministry of Finance, Ministry of Commerce, People’s Bank of China, State Administration

of Radio and Television, China Securities Regulatory Commission, State Secrecy Administration and State Cryptography Administration,

effective on February 15, 2022, which provides that, Critical Information Infrastructure Operators (“CIIOs”) that purchase

internet products and services and Online Platform Operators engaging in data processing activities that affect or may affect national

security shall be subject to the cybersecurity review by the Cybersecurity Review Office.

On November 14, 2021, CAC published the Administration

Measures for Cyber Data Security (Draft for Public Comments), or the “Cyber Data Security Measure (Draft)”, which requires

cyberspace operators with personal information of more than 1 million users who want to list abroad to file a cybersecurity review with

the Office of Cybersecurity Review.

On April 2, 2022, the CSRC released the Provisions on Strengthening Confidentiality and Archives

Administration of Overseas Securities Offering and Listing by Domestic Companies (Draft for Comments), which provide that a domestic

company that seeks to offer and list its securities in a overseas market shall strictly abide by applicable PRC laws and regulations,

enhance legal awareness of keeping state secrets and strengthening archives administration, institute a sound confidentiality and archives

administration system, and take necessary measures to fulfill confidentiality and archives administration obligations.

On July 7, 2022,

CAC promulgated the Measures for the Security Assessment of Data Cross-border Transfer, effective on September 1, 2022, which requires

the data processors to apply for data cross-border security assessment coordinated by the CAC under the following circumstances:

any data processor transfers important data to overseas;

(ii) any critical information infrastructure operator or data processor who

processes personal information of over 1 million people provides personal information to overseas;

(iii) any data processor who provides

personal information to overseas and has already provided personal information of more than 100,000 people or sensitive personal information

of more than 10,000 people to overseas since January 1 st of the previous year;

and (iv) other circumstances under which

the data cross-border transfer security assessment is required as prescribed by the CAC.

On February 17, 2023, the CSRC released the

Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Enterprises (the “New Overseas Listing Rules”)

with five interpretive guidelines, which took effect on March 31, 2023.

The New Overseas Listing Rules require Chinese domestic enterprises

to complete filings with relevant governmental authorities and report related information under certain circumstances.

The required filing

scope is not limited to the initial public offering, but also includes subsequent overseas securities offering, single or multiple acquisition(s),

share swap, transfer of shares or other means to seek an overseas direct or indirect listing and a secondary listing or dual major listing

of issuers already listed overseas.

According to the Notice on Arrangements for Overseas Securities Offering and Listing by Domestic

Enterprises, published by the CSRC on February 17, 2023, a company that (i) has already completed overseas listing or (ii) has already

obtained the approval for the offering or listing from overseas securities regulators or exchanges but has not completed such offering

or listing before effective date of the new rules and also completes the offering or listing before September 30, 2023 will be considered

as an existing listed company and is not required to make any filing until it conducts a new offering in the future.

Furthermore, upon

the occurrence of any of the material events specified below after an issuer has completed its offering and listed its securities on

an overseas stock exchange, the issuer shall submit a report thereof to the CSRC within 3 working days after the occurrence and public

disclosure of the event:

(i) change of control;

(ii) investigations or sanctions imposed by overseas securities regulatory agencies or

other competent authorities;

(iii) change of listing status or transfer of listing segment;

or (iv) voluntary or mandatory delisting.

On February 24, 2023, the CSRC revised the Provisions on Strengthening the Management of Confidentiality and Archives Related to the

Overseas Issuance of Securities and Overseas Listing by Domestic Companies which were issued in 2009 (the “Archives Rules”).

The revised Archives Rules took effect on March 31, 2023.

The revised Archives Rules expands their application to cover indirect overseas

offering and listing, stipulating that a domestic company which plans to publicly disclose any documents and materials containing state

secrets or working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file

with the secrecy administrative department at the same level.

As of the date of this report, these new laws and guidelines have not impacted

the Company’s ability to conduct its business, accept foreign investments, or list and trade on a U.S.

or other foreign exchange;

however, there are uncertainties in the interpretation and enforcement of these new laws and guidelines, which could materially and adversely

impact our business and financial outlook and may impact our ability to accept foreign investments or continue to list on a U.S.

foreign exchange.

Any change in foreign investment regulations, and other policies in China or related enforcement actions by China government

could result in a material change in our operations and the value of our securities and could significantly limit or completely hinder

our ability to offer our securities to investors or cause the value of our securities to significantly decline or be worthless.

The Company’s

auditor, Onestop Assurance PAC is headquartered in the Singapore and the Public Company Accounting Oversight Board (United States) (the

“PCAOB”) currently has access to inspect the working papers of our auditor and our auditor is not subject to the determinations

announced by the PCAOB on December 16, 2021.

On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete

access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate

its previous determinations to the contrary.

However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s

access in the future, the PCAOB Board will consider the need to issue a new determination.

On December 29, 2022, a legislation entitled

“Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”), was signed into law by President

The Consolidated Appropriations Act contained, among other things, an identical provision to Accelerating Holding Foreign Companies

Accountable Act, which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA

Act from three years to two.

The Holding Foreign Companies Accountable Act and related regulations currently does not affect the

Company as the Company’s auditor is subject to PCAOB’s inspection and investigation.

As a holding company, we may rely on dividends

and other distributions on equity paid by our subsidiaries for our cash and financing requirements.

If any of our subsidiaries or our

WFOE incurs debt on its own behalf in the future, the instruments governing such debt may restrict their ability to pay dividends to

However, neither any of our subsidiaries or the VIE has made any dividends, other distributions or cash transfers to our holding

company or any U.S.

investors as of the date of this report.

In the future, cash proceeds raised from overseas financing activities may

be transferred by us to our PRC subsidiaries via capital contribution or shareholder loans, as the case may be.

As a holding company,

we may rely principally on dividends and other distributions on equity paid by our subsidiaries for our cash and financing requirements

As of the date of this report, we do not have cash management policies and procedures in place that dictate how funds are

transferred through our organization.

Rather, the funds can be transferred in accordance with the applicable PRC laws and regulations.

“ Dividend Distribution and Cash Transfer Between the Holding Company, Subsidiary and VIE” and “Selected Condensed

Consolidated Financial Schedule of the Company and Its Subsidiaries and VIE.

As of the date of this report, no dividends or

distributions have been made between the holding company, its subsidiaries, and consolidated VIE, or to investors including U.S.

The holding company, its subsidiaries, and the VIE do not have any plan to distribute dividend or settle amounts owed under the VIE Agreements

in the foreseeable future.

To the extent cash and/or assets in the business are in the PRC and/or Hong Kong or our PRC and/or Hong Kong

entities, the VIE, and the WFOE (as defined below), such funds and/or assets may not be available to fund operations or for other use

outside of the PRC and/or Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability of us or

our subsidiaries by the PRC government to transfer cash and/or assets.

See “ Dividend Distribution and Cash Transfer

Between the Holding Company, Subsidiary and VIE.” and “Risk Factor - We could be restricted from paying dividends to shareholders

due to PRC laws and other contractual requirements.

To the extent cash and/or assets in the business are in the PRC and/or Hong Kong

or our PRC and/or Hong Kong entities, the VIE, and the WFOE, such funds and/or assets may not be available to fund operations or for

other use outside of the PRC and/or Hong Kong due to interventions in or the imposition of restrictions and limitations on the ability

of us or our subsidiaries by the PRC government to transfer cash and/or assets.”

In the opinion of our

PRC counsel Fengdong Law Firm, the VIE and certain subsidiaries of the Company are incorporated and operating in mainland China and they

have received all required permissions from Chinese authorities to operate their current business in China, including Business licenses,

Bank Account Open Permits and Value Added Telecom Business License.

Our subsidiaries outside of mainland China also have obtained permissions

or approvals to operate their business in the countries where they operate their business.

As of the date of this report, in the opinion

of our PRC counsel Fengdong Law Firm, we, our subsidiaries and the VIE in China are not subject to permission requirements from the China

Securities Regulatory Commission (“CSRC”), Cyberspace Administration of China (“CAC”) or any other entity that

is required to approve of the VIE’s operations and have not received or were denied such permissions by any PRC authorities.

Nevertheless,

the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued

the “Opinions on Severely Cracking Down on Illegal Securities Activities According to Law,” or the Opinions, which were made

available to the public on July 6, 2021.

The Opinions emphasized the need to strengthen the administration over illegal securities activities,

and the need to strengthen the supervision over overseas listings by Chinese companies.

On February 17, 2023, the CSRC released the New

Overseas Listing Rules with five interpretive guidelines, which took effect on March 31, 2023.

The New Overseas Listing Rules require

Chinese domestic enterprises to complete filings with relevant governmental authorities and report related information for overseas offerings

and listings.

Given the current PRC regulatory environment, it is uncertain whether we will be able to obtain permission from the PRC

government to offer our securities to foreign investors, and even when such permission is obtained, whether it will be denied or rescinded.

If we or any of our subsidiaries or the VIE do not receive or maintain such permissions or approvals, inadvertently conclude that such

permissions or approvals are not required, or applicable laws, regulations, or interpretations change and we or our subsidiaries are

required to obtain such permissions or approvals, it could significantly limit or completely hinder our ability to offer or continue

to offer our securities to investors and cause the value of our securities to significantly decline or become worthless.

If applicable

laws, regulations, or interpretations change and the VIE is required to obtain such permissions or approvals in the future, we may face

substantial uncertainties as to whether we can obtain such permissions or approvals in a timely manner, or at all.

Failure to take timely

and appropriate measures to adapt to any of these or similar regulatory compliance challenges could materially and adversely affect our

current corporate structure and business operations.

In addition, these VIE agreements have not been truly tested in the courts in China

and Chinese regulatory authorities could disallow the VIE structure, which would likely result in a material change in our operations

and/or value of our securities, including that it could cause the value of our securities to significantly decline or become worthless.

The VIE structure is used to provide investors with exposure to foreign investment in China-based companies where Chinese law prohibits

or restricts direct foreign investment in certain types of operating companies, and that investors may never hold equity interests in

See “ Risk Factor - If the PRC government deems that the contractual arrangements in relation to the consolidated variable

interest entity do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations

or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish

our interests in those operations.”

On May 11, 2021, the Company established Future

Supply Chain (Chengdu) Co., Ltd.

Its business is coal and aluminum ingots supply chain financing services and trading.

On May 12, 2021, the Company established Future Big

Data (Chengdu) Co., Ltd.

On May 12, 2021, the Company established Future

Big Data (Chengdu) Co., Ltd.

in Chengdu, China.

Its business includes big data technology and industrial internet data services.

On June 8, 2021, the Company established Tianjin Future

Private Equity Fund Management Partnership (Limited Partnership) in Tianjin, China.

On June 8, 2021, the Company established Tianjin

Future Private Equity Fund Management Partnership (Limited Partnership) in Tianjin, China.

Its main business is external equity investment.

On June 24, 2021, the Company established FTFT Capital

Investments L.L.C.

in Dubai, United Arab Emirates.

In December 2021, FTFT Capital Investments, LLC (“FTFT Dubai”), a subsidiary

of the Company, officially launched FTFTX, a cryptocurrency market data platform that provides investors with real-time cryptocurrency

market data and trading information from a large number of cryptocurrency exchanges.

The market data is available for Bitcoin, ETH, EOS,

Litecoin, TRON and other cryptocurrencies at https://www.ftftx.com and via the FTFTX App on iOS and Android devices.

The FTFTX app is

free to download on Google Play and the Apple Store.

June 14, 2021, the Company established Future FinTech

June 14, 2021, the Company established Future

FinTech Labs Inc.

in New York to serve as its global R&D and technical support center.

On July 2, 2021, the Company established Future Fintech

Digital Number One US, LP.

On June 24, 2021, the Company established FTFT

Capital Investments L.L.C.

in Dubai, United Arab Emirates.

In December 2021, FTFT Capital Investments, LLC (“FTFT Dubai”),

a subsidiary of the Company, officially launched FTFTX, a cryptocurrency market data platform that provides investors with real-time

cryptocurrency market data and trading information from a large number of cryptocurrency exchanges.

The market data is available for

Bitcoin, ETH, EOS, Litecoin, TRON and other cryptocurrencies at https://www.ftftx.com and via the FTFTX App on iOS and Android devices.

The FTFTX app is free to download on Google Play and the Apple Store.

On July 2, 2021, the Company established Future

Fintech Digital Number One US, LP.

which is an investment fund.

On July 6, 2021, the Company established Future Fintech

Digital Capital Management, LLC., which provides investment advisory services and investment fund management.

On July 6, 2021, the Company established Future Fintech

Digital Number One GP, LLC., which is an off-shore investment fund.

On August 2, 2021, the Company incorporated FTFT UK Limited in

United Kingdom as serve as its operating base to develop fintech business in Europe.

On August 6, 2021, the Company completed acquisition

of 90% of the issued and outstanding shares of Nice Talent Asset Management Limited (“NTAM”), a Hong Kong-based asset management

company, from Joy Rich Enterprises Limited (“Joy Rich”).

NTAM is licensed under the Securities and Futures Commission of

Hong Kong (“SFC”) to carry out regulated activities in Type 4:

Advising on Securities and Type 9:

On July 6, 2021, the Company established Future

Fintech Digital Capital Management, LLC., which provides investment advisory services and investment fund management.

On July 6, 2021, the Company established Future

Fintech Digital Number One GP, LLC., which is an off-shore investment fund.

On August 2, 2021, the Company incorporated FTFT

UK Limited in United Kingdom as serve as its operating base to develop fintech business in Europe.

On August 6, 2021, the Company completed

acquisition of 90% of the issued and outstanding shares of Nice Talent Asset Management Limited (“NTAM”), a Hong

Kong-based asset management company, from Joy Rich Enterprises Limited (“Joy Rich”).

NTAM is licensed under the

Securities and Futures Commission of Hong Kong (“SFC”) to carry out regulated activities in Type 4:

Securities and Type 9:

Asset Management.

2 unchanged sentences

Its business is investment fund management.

On September 1, 2021, FTFT UK Limited, a company

organized under the laws of United Kingdom and a wholly owned subsidiary of the Company (“FTFT UK”) entered into a Share

Purchase Agreement with Rahim Shah, a resident of United Kingdom (“Seller”) to acquire 100% of the issued and outstanding

shares (the “Sale Shares”) of Khyber Money Exchange Ltd., which is a money transfer company with a platform for transferring

money through one of its agent locations or via its online portal, mobile platform or over the phone.

Khyber Money Exchange Ltd.

is regulated by the UK Financial Conduct Authority (FCA) and the parties are waiting for the approval by the FCA before formal closing

of the transaction.

On August 11, 2021, the Company established Future

Private Equity Fund Management (Hainan) Co., Ltd.

Its business is investment fund management.

On November 22, 2021, the Company established

FTFT Digital Number One, Ltd., an investment fund.

On November 22, 2021, the Company established Future Fintech Digital

Number One Offshore, LLC., an investment fund.

On November 22, 2021, the Company established

Future Fintech Digital Number One Offshore, LLC., an investment fund.

On December 15, 2021, the Company established

1 unchanged sentence

Its business is bitcoin and other cryptocurrency mining and related services.

In March 2022, FTFT UK received has received

approval to operate as an Electronic Money Directive (“EMD”) Agent and has been registered as such with the Financial Conduct

Authority (FCA), a UK regulator.

This status grants FTFT UK the ability to distribute or redeem e-money and provide certain financial

services on behalf of an e-money institution (registration number 903050).

In March 2022, FTFT UK Limited received has

received approval to operate as an Electronic Money Directive (“EMD”) Agent and has been registered as such with the

Financial Conduct Authority (FCA), a UK regulator.

This status grants FTFT UK Limited the ability to distribute or redeem e-money

and provide certain financial services on behalf of an e-money institution (registration number 903050).

On April 18, 2022, the

Company and Future Fintech (Hong Kong) Limited, a wholly owned subsidiary of the Company jointly acquired 100% equity interest of

KAZAN S.A., a company incorporated in Republic of Paraguay for $288.

The Company owns 90% and FTFT HK owns 10% of Kazan S.A.,

respectively.

has no operation before the acquisition.

The Company plans to develop bitcoin and other cryptocurrency mining

and related services in Paraguay.

The Company has changed its name from KAZAN S.A to FTFT Paraguay S.A.

on July 28, 2022.

On September 29, 2022, FTFT UK Limited completed its acquisition of

100% of the issued and outstanding shares of Khyber Money Exchange Ltd., a company incorporated in England and Wales, from Rahim Shah,

a resident of United Kingdom for a total of Euros €685,000 (“Purchase Price”), pursuant to a Share Purchase Agreement

(the “Agreement”) dated September 1, 2021.

Khyber Money Exchange Ltd.

is a money transfer company with a platform for transferring

money through one of its agent locations or via its online portal, mobile platform or over the phone.

Khyber Money Exchange Ltd.

is regulated by the UK Financial Conduct Authority (FCA) and the parties received approval by the FCA before the formal closing of the

On October 11, 2022, the Company changed the name of Khyber Money Exchange Ltd.

to FTFT Finance UK Limited.

On February 27, 2023, Future FinTech (Hong Kong)

Limited (“Buyer”), a company incorporated in Hong Kong and a wholly owned subsidiary of Future FinTech Group Inc.

(the “Company”)

entered into a Share Transfer Agreement (the “Agreement”) with Alpha Financial Limited, a company incorporated in Hong Kong

(“Seller”) and sole owner and shareholder of Alpha International Securities (Hong Kong) Limited, a company incorporated

in Hong Kong (“Alpha HK”) and Alpha Information Service (Shenzhen) Co., Ltd., a company incorporated in China (“Alpha

Alpha HK holds Type 1 ‘Securities Trading’, Type 2 ‘Futures Contract Trading’ and Type 4 ‘Securities

Consulting’ financial licenses issued by the Hong Kong Securities and Futures Commission.

Alpha SZ provides technical support services

On January 26, 2023,

the Company filed with the Florida Secretary of State’s office Articles of Amendment (the “Amendment”) to amend its

Second Amended and Restated Articles of Incorporation, as amended (“Articles of Incorporation”).

As a result of the Amendment,

the Company has authorized and approved a 1-for-5 reverse stock split of the Company’s authorized shares of common stock from 300,000,000

shares to 60,000,000 shares, accompanied by a corresponding decrease in the Company’s issued and outstanding shares of common stock

(the “Reverse Stock Split”).

The common stock will continue to be $0.001 par value.

The Company rounds up to the next full

share of the Company’s shares of common stock any fractional shares that result from the Reverse Stock Split and no fractional

shares is issued in connection with the Reverse Stock Split and no cash or other consideration is paid in connection with any fractional

shares that would otherwise have resulted from the Reverse Stock Split.

No changes are being made to the number of preferred shares of

the Company which remain as 10,000,000 preferred shares as authorized but not issued.

The amendment to the Articles of Incorporation

of the Company will take effect at 1:00am Eastern Time on February 1, 2023.

The Reverse Stock Split and Amendment were authorized and

approved by the Board of Directors of the Company without shareholders’ approval, pursuant to 607.10025 of the Florida Business

Corporation Act of the State of Florida.

Currently, Chain Cloud

Mall adopts an “Enterprise Communication as A Service” or eCAAS platform which is a part of 3.15 China Responsible Brand Program

run by the Anti-Counterfeiting Committee of China Foundation of Consumer Protection (the “Anti-Counterfeiting Committee”).

Mall adopts an “Enterprise Communication as A Service” or eCAAS platform which is a part of 3.15 China Responsible Brand

Program run by the Anti-Counterfeiting Committee of China Foundation of Consumer Protection (the “Anti-Counterfeiting Committee”).

Anti-Counterfeiting Committee reviews and accepts the companies to join its 3.15 China Responsible Brand Program.

8 unchanged sentences

on the platform.

The Company started

its trial operation of NONOGIRL, a cross-border e-commerce platform, in March 2020 and formally launched it in July 2020.

cross-border e-commerce platform aimed to build a new s2b2c (supplier to business and consumer) outsourcing sales platform dominated

by social media influencers.

It was aimed at the growing female consumer market, with the ability to broadcast, short video, and all

forms communication through the platform.

It could also create a sales oriented sharing ecosystem with other major social media used

by customers, etc.

The Company’s promotion strategy previously mainly relied on the training of members and distributors

through meetings and conferences.

Due to the outbreak of COVID-19, the Chinese government put a restriction on large

These restrictions made the promotion strategy for our online e-commerce platforms difficult to implement and the

Company has experienced difficulties to subscribe new members for its online e-commerce platforms.

Due to the lack of new

subscribers, in June 2021, the Company suspended its cross-border e-commerce platform (NONOGIRL).

Also, since the second quarter of

2021, the Company has transformed its member-based business model of Chain Cloud Mall to a sale agent based “Enterprise

Communication as A Service” or eCAAS platform and began to provide supply chain financing services and trading of coal for

coal mines and power generation plants as well as aluminum ingots.

The Company currently

has nine direct wholly-owned subsidiaries:

DigiPay FinTech Limited (“DigiPay”), a company incorporated under the laws of the

British Virgin Islands, Future FinTech (Hong Kong) Limited, a company incorporated under the laws of Hong Kong, GlobalKey Shared Mall

Limited, a company incorporated under the laws of Cayman Islands (“GlobalKey Shared Mall”), Tianjin Future Private Equity

Fund Management Partnership, a Limited Partnership under the laws of China, FTFT UK Limited, a company incorporated under the laws of

United Kingdom, Future Fintech Digital Capital Management, LLC, a company incorporated under the laws of Connecticut, Future Fintech Digital

Number One GP, LLC, a company incorporated under the laws of Connecticut, Future FinTech Labs Inc., a company incorporated under the laws

of New York and FTFT SuperComputing Inc.

a company incorporated under the laws of Ohio.

The Company started its trial operation of NONOGIRL,

a cross-border e-commerce platform, in March 2020 and formally launched it in July 2020.

The cross-border e-commerce platform aimed to

build a new s2b2c (supplier to business and consumer) outsourcing sales platform dominated by social media influencers.

at the growing female consumer market, with the ability to broadcast, short video, and all forms communication through the platform.

It could also create a sales oriented sharing ecosystem with other major social media used by customers, etc.

The Company’s promotion

strategy previously mainly relied on the training of members and distributors through meetings and conferences.

Due to the outbreak of

COVID-19, the Chinese government put a restriction on large gatherings.

These restrictions made the promotion strategy for our online

e-commerce platforms difficult to implement and the Company has experienced difficulties to subscribe new members for its online e-commerce

Due to the lack of new subscribers, in June 2021, the Company suspended its cross-border e-commerce platform (NONOGIRL) which

has been closed now.

Also, since the second quarter of 2021, the Company has transformed its member-based business model of Chain Cloud

Mall to a sale agent based “Enterprise Communication as A Service” or eCAAS platform and began to provide supply chain financing

services and trading of coal for coal mines and power generation plants as well as aluminum ingots.

The Company currently has ten directly

controlled subsidiaries:

DigiPay FinTech Limited (“DigiPay”), a company incorporated under the laws of the British

Virgin Islands, Future FinTech (Hong Kong) Limited, a company incorporated under the laws of Hong Kong, GlobalKey Shared Mall

Limited, a company incorporated under the laws of Cayman Islands (“GlobalKey Shared Mall”), Tianjin Future Private

Equity Fund Management Partnership, a Limited Partnership under the laws of China, FTFT UK Limited, a company incorporated under the

laws of United Kingdom, Future Fintech Digital Capital Management, LLC, a company incorporated under the laws of Connecticut, Future

Fintech Digital Number One GP, LLC, a company incorporated under the laws of Connecticut, Future FinTech Labs Inc., a company

incorporated under the laws of New York, FTFT SuperComputing Inc.

a company incorporated under the laws of Ohio and FTFT

Paraguay S.A., a company incorporated under the laws of Paraguay.

SkyPeople Foods Holdings Limited (“SkyPeople

BVI”) was a wholly owned subsidiary of the Company and a company organized under the laws of the British Virgin Islands, which held

100% of the equity interest of HeDeTang Holdings (HK) Ltd.

(“HeDeTang HK”), a company organized under the laws of the Hong

Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”), and HeDeTang HK held 73.42% of the

equity interest of SkyPeople Juice Group Co., Ltd., (“SkyPeople (China)”), a company incorporated under the laws of the PRC.

SkyPeople (China) had eleven subsidiaries in the PRC, which were mainly involved in the production and sales of fruit juice concentrates,

fruit juice beverages and other fruit-related products in the PRC and overseas markets.

On February 27, 2020, SkyPeople BVI (the “Seller”)

completed the transfer of its ownership of HeDeTang HK to New Continent International Co., Ltd.

(the “Buyer”), an unrelated

third party and a company incorporated in the British Virgin Islands for a total price of RMB 0.6 million (approximately $85,714), pursuant

to a Share Transfer Agreement entered into by the Seller and the Buyer on September 18, 2019 and approved at the special shareholders

meeting of the Company on February 26, 2020 (the “Sale Transaction”).

SkyPeople BVI had no operational assets or business

after the transfer and the Company dissolved SkyPeople BVI on July 27, 2020.

Our organizational structure as of the date of

this report is set forth in the diagram:

Our VIE Contractual Arrangements

BVI”) was a wholly owned subsidiary of the Company and a company organized under the laws of the British Virgin Islands, which

held 100% of the equity interest of HeDeTang Holdings (HK) Ltd.

(“HeDeTang HK”), a company organized under the laws of the

Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”), and HeDeTang HK held 73.42%

of the equity interest of SkyPeople Juice Group Co., Ltd., (“SkyPeople (China)”), a company incorporated under the laws of

SkyPeople (China) had eleven subsidiaries in the PRC, which were mainly involved in the production and sales of fruit juice

concentrates, fruit juice beverages and other fruit-related products in the PRC and overseas markets.

On February 27, 2020, SkyPeople

BVI (the “Seller”) completed the transfer of its ownership of HeDeTang HK to New Continent International Co., Ltd.

(the “Buyer”),

an unrelated third party and a company incorporated in the British Virgin Islands for a total price of RMB 0.6 million (approximately

$85,714), pursuant to a Share Transfer Agreement entered into by the Seller and the Buyer on September 18, 2019 and approved at the special

shareholders meeting of the Company on February 26, 2020 (the “Sale Transaction”).

SkyPeople BVI had no operational assets

or business after the transfer and the Company dissolved SkyPeople BVI on July 27, 2020.

Our organizational structure as of December 31,

2022 is set forth in the diagram:

VIE Contractual Arrangements

On July 31, 2019, Cloud

Chain Network and Technology (Tianjin) Co., Limited (“CCM Network” or “CCM Tianjin”, formerly known as Chain Cloud

Mall Network and Technology (Tianjin) Co., Limited), Cloud Chain E-Commerce (Tianjin) Co., Ltd., formerly known as Chain Cloud Mall E-Commerce

(Tianjin) Co., Ltd.

(“E-Commerce Tianjin”), a limited liability company incorporated under the laws of China, and Mr.

Kai Xu, citizens of China and together 100% shareholders of E-Commerce Tianjin, entered into the following agreements, or

collectively, the “Variable Interest Entity Agreements” or “VIE Agreements,” pursuant to which CCM Network has

contractual rights to control and operate the business of E-commerce Tianjin (the “VIE”).

Zeyao Xue is a major shareholder

of the Company and the son of Mr.

Chain Network and Technology (Tianjin) Co., Limited (“CCM Network” or “CCM Tianjin”, formerly known as Chain

Cloud Mall Network and Technology (Tianjin) Co., Limited), Cloud Chain E-Commerce (Tianjin) Co., Ltd., formerly known as Chain Cloud

Mall E-Commerce (Tianjin) Co., Ltd.

(“E-Commerce Tianjin”), a limited liability company incorporated under the laws of China,

Zeyao Xue and Mr.

Kai Xu, citizens of China and together 100% shareholders of E-Commerce Tianjin, entered into the following

agreements, or collectively, the “Variable Interest Entity Agreements” or “VIE Agreements,” pursuant to which

CCM Network has contractual rights to control and operate the business of E-commerce Tianjin (the “VIE”).

a major shareholder of the Company and the son of Mr.

Yongke Xue, the President of the Company.

Kai Xu was the Chief Operating Officer of the Company

then and currently is the Deputy General Manager of FT Commercial Group Ltd., a wholly owned subsidiary of the Company and the vice

president of blockchain division of the Company.

Kai Xu was the Chief Operating Officer

of the Company then and currently is the Deputy General Manager of FT Commercial Group Ltd., a wholly owned subsidiary of the Company

and the vice president of blockchain division of the Company.

The VIE is consolidated for accounting purposes but is not an entity

in which we own equity.

Pursuant to Chinese

8 unchanged sentences

as to how contractual arrangements in the context of a consolidated variable interest entity should be interpreted or enforced under

In addition, these VIE agreements have not been truly tested in the courts in China and Chinese regulatory authorities could

disallow the VIE structure, which would likely result in a material change in our operations and/or value of our securities, including

that it could cause the value of our securities to significantly decline or become worthless.

The VIE structure is used to provide investors

with exposure to foreign investment in China-based companies where Chinese law prohibits or restricts direct foreign investment in certain

types of operating companies, and that investors may never hold equity interests in the VIE.

If the consolidated VIE or its shareholders

fail to perform their respective obligations under the contractual arrangements, we may have to incur substantial costs and expend additional

resources to enforce such arrangements.

The following is a summary

of the currently effective contractual arrangements relating to E-Commerce Tianjin.

Contractual Arrangements with Our Consolidated

Contractual Arrangements with The Consolidated

Affiliated Entity and Its Respective Shareholders

Our contractual arrangements

with our VIE and its shareholders allow us to (i) exercise effective control over our VIE, (ii) receive substantially all of the economic

benefits of our VIE, and (iii) have an exclusive option to purchase all or part of the equity interests in our VIE when and to the extent

permitted by PRC law.

The contractual

arrangements with the VIE and its shareholders allow us to consolidate financial results of the VIE in our financial statements

because we have satisfied conditions for consolidation of the VIE under U.S.

GAAP, pursuant to which E-Commerce Tianjin is

considered a VIE under the Statement of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification

(“ASC”) 810 “Consolidation”, because the equity investments in E-Commerce Tianjin no longer have the

characteristics of a controlling financial interest, and the Company, through CCM Network, is the primary beneficiary of E-Commerce

Tianjin for accounting purposes.

A VIE is an entity that either has a total equity investment that is insufficient to finance its

activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling

financial interest, such as through voting rights, right to receive the expected residual returns of the entity.

interest holder, if any, that has a controlling financial interest in a VIE is deemed to be the primary beneficiary of, and must

consolidate, the VIE.

CCM Network has a controlling financial interest in, receives the economic benefits from, is the primary

beneficiary of and has the power to direct the activities of the VIE to the extent that it has satisfied the conditions for

consolidation of the VIE under U.S.

Pursuant to the contractual arrangements with CCM Network, E-Commerce Tianjin shall pay

service fees equal to all of its net profit after tax to CCM Network.

Such contractual arrangements are designed so that the

E-Commerce Tianjin would operate for the benefit of CCM Network and ultimately, the Company.

As a result of the contractual

arrangements with our VIE, we are regarded as the primary beneficiary of our VIE, and we treat the VIE and its subsidiaries as our consolidated

affiliated entities under U.S.

We have consolidated the financial results of our VIE in our consolidated financial statements in

accordance with U.S.

Agreements that Allow us to Receive Economic Benefits from our

arrangements with the VIE, we are regarded as the primary beneficiary of the VIE for accounting purposes, and we treat the VIE and its

subsidiaries as the consolidated affiliated entities under U.S.

We have consolidated the financial results of the VIE in our consolidated

financial statements in accordance with U.S.

Exclusive Technology Consulting and Service

15 unchanged sentences

gross negligence or illegal acts, or becomes bankrupt or winds up.

Agreements that Provide us with Effective Control over our VIE

Exclusive Purchase Option Agreement and Power

24 unchanged sentences

Equity Pledge Agreement .

Pursuant to the Equity

Pledge Agreements, Mr.

Pursuant to the

Equity Pledge Agreements, Mr.

Zeyao Xue and Mr.

Kai Xu pledged all of the Equity Interests to CCM Network to secure the full and complete performance

of the obligations and liabilities on the part of E-Commerce Tianjin and them under this and the above contractual arrangements.

If E-Commerce

Kai Xu pledged all of the Equity Interests to CCM Network to secure the full and

complete performance of the obligations and liabilities on the part of E-Commerce Tianjin and them under this and the above

contractual arrangements.

If E-Commerce Tianjin, Mr.

Zeyao Xue, or Mr.

Kai Xu breaches their contractual obligations under these agreements, then CCM Network, as pledgee, will

have the right to dispose of the pledged equity interests.

Kai Xu breaches their contractual obligations under these

agreements, then CCM Network, as pledgee, will have the right to dispose of the pledged equity interests.

Zeyao Xue and Mr.

Kai Xu agree that, during the term of the Equity Pledge

Agreements, they will not dispose of the pledged equity interests or create or allow any encumbrance on the pledged equity interests,

and they also agree that CCM Network’s rights relating to the equity pledge should not be interfered with or impaired by the legal

actions of the shareholders of E-Commerce Tianjin, their successors or designees.

During the term of the equity pledge, CCM Network has

the right to receive all of the dividends and profits distributed on the pledged equity.

The Equity Pledge Agreements will terminate

on the second anniversary of the date when E-Commerce Tianjin, Mr.

Xu agree that, during the term of the Equity Pledge Agreements, they will not dispose of the pledged equity interests or create or

allow any encumbrance on the pledged equity interests, and they also agree that CCM Network’s rights relating to the equity

pledge should not be interfered with or impaired by the legal actions of the shareholders of E-Commerce Tianjin, their successors or

During the term of the equity pledge, CCM Network has the right to receive all of the dividends and profits distributed

on the pledged equity.

The Equity Pledge Agreements will terminate on the second anniversary of the date when E-Commerce Tianjin,

Zeyao Xue and Mr.

Kai Xu have completed all their obligations under

the contractual agreements described above.

Kai Xu have completed all their obligations under the contractual agreements described above.

Spousal Consent Letters.

7 unchanged sentences

As a holding company with no material operations of our own, we conduct a substantial majority of our operations through our subsidiaries

and contractual arrangements with our VIE (E-Commerce Tianjin) based in China.

and contractual arrangements with the VIE (E-Commerce Tianjin) based in China.

The VIE is consolidated for accounting purposes but is

not an entity in which we own equity.

The VIE structure is subject to various risks.

the contractual arrangements may not be as effective as direct ownership in providing us with control over E-Commerce Tianjin.

to rely on the performance by the VIE shareholders of their respective obligations under the contracts to exercise control over E-Commerce

The VIE shareholders may not act in the best interests of our company or may not perform their obligations under these contracts.

Such risks will exist throughout the period in which we operate related e-commerce platform business through the contractual arrangements.

If any dispute relating to these contracts remains unresolved, we will have to enforce our rights under these contracts through the operations

of PRC law and arbitration, litigation or other legal proceedings which could be a lengthy process and very costly.

Our PRC operating entities

receive a substantial part of our revenue in the RMB.

Under our current corporate structure, to fund any cash and financing requirements

we may have, the Company may rely on dividend payments from its nine direct wholly-owned subsidiaries.

CCM Network will receives payment

from E-Commerce Tianjin when it starts to generate profits, pursuant to the VIE Agreements.

Under existing PRC foreign exchange regulations,

payments of current account items, such as profit distributions and trade and service-related foreign exchange transactions, can be made

in foreign currencies without prior approval from State Administration of Foreign Exchange or the SAFE by complying with certain procedural

requirements.

Therefore, our Chinese subsidiaries are able to pay dividends in foreign currencies to us without prior approval from SAFE,

subject to the condition that the remittance of such dividends outside of the PRC complies with certain procedures under PRC foreign exchange

regulation, such as the overseas investment registrations by our shareholders or the ultimate shareholders of our corporate shareholders

who are PRC residents.

Approval from or registration with appropriate government authorities is, however, required where the RMB is to

be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign

The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions.

For the Company and our subsidiaries in Hong Kong, BVI, UK, Dubai and U.S.

For example, the contractual arrangements may not

be as effective as direct ownership in providing us with control over E-Commerce Tianjin.

We expect to rely on the performance by the

VIE shareholders of their respective obligations under the contracts to exercise control over E-Commerce Tianjin.

The VIE shareholders

may not act in the best interests of our company or may not perform their obligations under these contracts.

Such risks will exist throughout

the period in which we operate related e-commerce platform business through the contractual arrangements.

If any dispute relating to

these contracts remains unresolved, we will have to enforce our rights under these contracts through the operations of PRC law and arbitration,

litigation or other legal proceedings which could be a lengthy process and very costly.

Dividend Distribution and Cash Transfer

Between the Holding Company, Subsidiary and VIE

Our PRC operating entities receive a substantial

part of our revenue in the RMB.

Under our current corporate structure, to fund any cash and financing requirements we may have, the Company

may rely on dividend payments from its ten direct wholly-owned subsidiaries.

CCM Network will receives payment from E-Commerce Tianjin

when it starts to generate profits, pursuant to the VIE Agreements.

Under existing PRC foreign exchange regulations, payments of current

account items, such as profit distributions and trade and service-related foreign exchange transactions, can be made in foreign currencies

without prior approval from State Administration of Foreign Exchange or the SAFE by complying with certain procedural requirements.

our Chinese subsidiaries are able to pay dividends in foreign currencies to us without prior approval from SAFE, subject to the condition

that the remittance of such dividends outside of the PRC complies with certain procedures under PRC foreign exchange regulation, such

as the overseas investment registrations by our shareholders or the ultimate shareholders of our corporate shareholders who are PRC residents.

Approval from or registration with appropriate government authorities is, however, required where the RMB is to be converted into foreign

currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies.

government may also at its discretion restrict access in the future to foreign currencies for current account transactions.

For the Company

and our subsidiaries in Hong Kong, BVI, Japan, Cayman, UK, Dubai and U.S.

(“Non-PRC Entities”), there is no restrictions

3 unchanged sentences

parent company or from the Company to the U.S.

Current PRC regulations permit our PRC subsidiaries

to pay dividends to the Company only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards

and regulations.

In addition, each of our subsidiaries in China is required to set aside at least 10% of its after-tax profits each year,

if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital.

Each such entity in China is also required

to further set aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any,

is determined at the discretion of its board of directors.

Although the statutory reserves can be used, among other ways, to increase

the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are

not distributable as cash dividends except in the event of liquidation.

Under the existing laws of Hong Kong, funds from capital accounts

can be repatriated and remitted overseas without restrictions, and there is no foreign exchange control imposed.

To the extent cash and/or assets in the business

are in the PRC and/or Hong Kong or our PRC and/or Hong Kong entities, the VIE, and the WFOE, such funds and/or assets may not be available

to fund operations or for other use outside of the PRC and/or Hong Kong due to interventions in or the imposition of restrictions and

limitations on the ability of us or our subsidiaries by the PRC government to transfer cash and/or assets.

See “ Risk Factor

- We could be restricted from paying dividends to shareholders due to PRC laws and other contractual requirements.

Factor - We could be restricted from paying dividends to shareholders due to PRC laws and other contractual requirements.

To the extent

cash and/or assets in the business are in the PRC and/or Hong Kong or our PRC and/or Hong Kong entities, the VIE, and the WFOE, such

funds and/or assets may not be available to fund operations or for other use outside of the PRC and/or Hong Kong due to interventions

in or the imposition of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash

and/or assets .” We intend to keep any future earnings to re-invest in and finance the expansion of our business, and we do

not anticipate that any cash dividends will be paid in the foreseeable future.

We currently don’t have any cash management policies

and procedures in place that dictate how funds are transferred through our organization.

Rather, the funds can be transferred in

accordance with the applicable PRC laws and regulations.

Cash dividends, if any, on our shares of common

stock will be paid in U.S.

If we are considered a PRC tax resident enterprise for tax purposes, any dividends we pay to our

overseas shareholders may be regarded as China-sourced income and as a result may be subject to PRC withholding tax at a rate of up to

Pursuant to the Arrangement between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of

Double Taxation and the Prevention of Fiscal Tax Evasion With Respect to Taxes On Income, or the Double Tax Avoidance Arrangement, the

10% withholding tax rate may be lowered to 5%, if the recipient of the relevant dividends qualifies certain necessary requirements, including

without limitation that (a) the Hong Kong project must be the beneficial owner of the relevant dividends;

and (b) the Hong Kong project

must directly hold no less than 25% share ownership in the PRC project during the 12 consecutive months preceding its receipt of the

The 5% withholding tax rate, however, does not automatically apply and in current practice, a Hong Kong project must obtain

a tax resident certificate from the Hong Kong tax authority to apply for the 5% lower PRC withholding tax rate.

As the Hong Kong tax

authority will issue such a tax resident certificate on a case-by-case basis, we cannot assure you that we will be able to obtain the

tax resident certificate from the relevant Hong Kong tax authority and enjoy the preferential withholding tax rate of 5% under the Double

Taxation Arrangement with respect to any dividends paid by our PRC subsidiaries to its immediate holding company, Future FinTech (Hong

Kong) Limited.

As of the date of this report, we have not applied for the tax resident certificate from the relevant Hong Kong tax authority.

Future FinTech (Hong Kong) Limited intends to apply for the tax resident certificate if and when its PRC subsidiaries plan to declare

and pay dividends to Future FinTech (Hong Kong) Limited.

During the fiscal years ended December 31, 2022

and 2021, cash transfers between our Company, our subsidiaries, and the VIE were as follows:

Selected Condensed Consolidated Financial

Schedule of the Company and Its Subsidiaries and VIE

The following tables present selected condensed

consolidated financial data of the Company and its subsidiaries and VIE for the years ended December 31, 2022 and 2021, and balance sheet

data as of December 31, 2022 and 2021, which have been derived from our audited consolidated financial statements for those periods.

The Company records its investments in its subsidiaries under the equity method of accounting.

Such investments are presented in the

selected condensed consolidated balance sheets of the Company as “Investments in VIE” and the profit of the subsidiaries

is presented as “Income for equity method investment” in the selected condensed consolidated statements of income and comprehensive

Future FinTech Group Inc.

As of December 31, 2022

Subsidiaries(4)

subsidiaries(6)

Intercompany receivables

(217,381,730 )

TOTAL CURRENT ASSETS

(217,381,730 )

Investment in subsidiaries

(56,397,711 )

TOTAL NON CURRENT ASSETS

(42,421,627 )

(259,803,357 )

Intercompany payables

(215,549,570 )

TOTAL LIABILITIES

(215,549,570 )

TOTAL STOCKHOLDERS’ EQUITY

(21,566,089 )

(27,563,031 )

(19,844,510 )

(44,253,787 )

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

(259,803,357 )

Future FinTech Group Inc.

For the year ended December 31, 2022

Subsidiaries(4)

subsidiaries(6)

Cost of goods/services

Other material expenses

(16,836,212 )

(17,113,547 )

Net Income (Loss)

(14,039,598 )

(14,316,364 )

Comprehensive Income ( Loss)

(17,496,232 )

(17,341,507 )

Future FinTech Group Inc.

For the year ended December 31, 2022

Subsidiaries(4)

subsidiaries(6)

Net cash provided by (used in) operating activities

(27,533,588 )

(30,869,964 )

Net Cash Used in Investing Activities

(14,128,360 )

(14,191,625 )

Net Cash Provided by Financing Activities

Future FinTech Group Inc.

As of December 31 2021

Subsidiaries(4)

subsidiaries(6)

Intercompany receivables

(184,469,613 )

TOTAL CURRENT ASSETS

(185,048,164 )

Investment in subsidiaries

(45,038,163 )

TOTAL NON CURRENT ASSETS

(29,454,489 )

(214,502,653 )

Intercompany payables

(188,460,459 )

TOTAL LIABILITIES

(189,039,010 )

TOTAL STOCKHOLDERS’ EQUITY

(16,020,815 )

(37,176,621 )

(22,132,561 )

(25,463,643 )

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

(214,502,653 )

Future FinTech Group Inc.

For the year ended December 31 2021

Subsidiaries(4)

subsidiaries(6)

(14,306,227 )

Cost of goods/services

(14,306,227 )

Other material expenses

( 2,827,364 )

(13,077,975 )

(11,401,929 )

(13,208,584 )

Net Income (Loss)

(14,117,924 )

(11,413,830 )

(14,205,925 )

Comprehensive Income ( Loss)

(14,349,766 )

(11,413,830 )

(14,405,773 )

Future FinTech Group Inc.

For the year ended December 31 2021

Subsidiaries(4)

subsidiaries(6)

Net cash provided by (used in) operating activities

Net Cash Used in Investing Activities

Net Cash Provided by Financing Activities

Future FinTech ： all

companies except for VIE.

Cloud Chain Network and Technology (Tianjin) Co., Limited,

the wholly foreign owned entity of the Company that is the primary beneficiary of the VIE.

holding company, i.e.

Future FinTech Group Inc.

Subsidiaries ： all

subsidiaries except for VIE, subsidiaries in PRC, Future FinTech (Hong Kong) Limited and Nice Talent Asset Management Limited in

subsidiaries in China except for VIE.

Hong Kong subsidiaries ： Future

FinTech (Hong Kong) Limited and Nice Talent Asset Management Limited.

VIE ： E-Commerce

Consolidated Total ： all

companies included.

Impact of COVID-19 on our Business

In December 2019, a novel strain of coronavirus was reported and has

spread throughout China and other parts of the world.

On March 11, 2020, the World Health Organization characterized the outbreak as a

In early 2020, Chinese government took emergency measures to combat the spread of the virus, including quarantines,

travel restrictions, and the temporary closure of office buildings and facilities in China.

In response to the evolving dynamics

related to the COVID-19 outbreak, the Company is following the guidelines of local authorities as it prioritizes the health and safety

of its employees, contractors, suppliers and business partners.

Our offices in China were closed and the employees worked from home at

the end of January until late March 2020 and was closed again in January 2022 due to the COVID-19 outbreak.

The quarantines, travel restrictions,

and the temporary closure of office buildings have materially negatively impacted our business.

Our suppliers were negatively affected,

and could continue to be negatively affected in their ability to supply and ship products to our customers in case of any resurgence of

Our customers that have been negatively impacted by the outbreak of COVID-19 may reduce their budgets to purchase products and

services from us, which may materially adversely impact our revenue.

The business operations of the third parties’ stores on our

e-commerce platform have been and continue to be negatively impacted by the outbreak, which in turn adversely affects the business of

our platform as a whole as well as our financial condition and operating results.

The outbreak has had and continues to have disruption

to our supply chain, logistics providers, customers or our marketing activities with the new variants of COVID-19, which could materially

adversely impact our business and results of operations.

Although China has already begun to recover from the outbreak of COVID-19, there

are still outbreak in various cities and provinces due to new variants, including the recent outbreak of Omicron variant in Xi’an

city, Hong Kong and Shanghai city in 2022 which have resulted quarantines, travel restrictions, and temporary closure of office buildings

and facilities in these cities.

The Company’s promotion strategy of CCM Shopping Mall previously mainly relied on the training of

members and distributors through meetings and conferences.

Chinese government still puts a restriction on large gatherings.

These restrictions

made the promotion strategy for our online e-commerce platforms difficult to implement and the Company has experienced difficulties to

subscribe new members for its online e-commerce platforms.

Due to the lack of new subscribers, in June 2021, the Company suspended

its cross-border e-commerce platform NONOGIRL.

Also, since the second quarter of 2021, the Company has transformed its member-based Chain

Cloud Mall to a sale agent based eCAAS platform and began to provide supply chain financing services.

In December 2019, a

novel strain of coronavirus was reported and has spread throughout China and other parts of the world.

On March 11, 2020, the World

Health Organization characterized the outbreak as a “pandemic”.

In early 2020, Chinese government took emergency

measures to combat the spread of the virus, including quarantines, travel restrictions, and the temporary closure of office

buildings and facilities in China.

In response to the evolving dynamics related to the COVID-19 outbreak, the Company followed

the guidelines of local authorities as it prioritizes the health and safety of its employees, contractors, suppliers and business

Our offices in China were closed and the employees worked from home at the end of January 2020 until late March 2020.

quarantines, travel restrictions, and the temporary closure of office buildings have materially negatively impacted our business.

Our suppliers were negatively affected, and could continue to be negatively affected in their ability to supply and ship products to

our customers in case of any resurgence of COVID-19.

Our customers that have been negatively impacted by the outbreak of COVID-19

may reduce their budgets to purchase products and services from us, which may materially adversely impact our revenue.

operations of the third parties’ stores on our e-commerce platform have been and continue to be negatively impacted by the

outbreak, which in turn adversely affects the business of our platform as a whole as well as our financial condition and operating

The outbreak has had and continues to have disruption to our supply chain, logistics providers, customers or our marketing

activities with the new variants of COVID-19, which could materially adversely impact our business and results of operations,

especially to our supply chain financing and trading business during the first quarter of 2022.

There was outbreak in various cities

and provinces due to Omicron variant in Xi’an city, Hong Kong, Shanghai and Beijing in 2022, which have resulted quarantines,

travel restrictions, and temporary closure of office buildings and facilities in these cities.

In December 2022, the Chinese

government eased its strict zero COVID-19 policy which resulted in a surge of new COVID-19 cases during December 2022 and January

2023, which has disrupted our business operations in China.

The Company’s promotion strategy of CCM Shopping Mall previously

mainly relied on the training of members and distributors through meetings and conferences.

Chinese government put a restriction on

large gatherings in 2020 and 2021, which made the promotion strategy for our online e-commerce platforms difficult to implement and

the Company experienced difficulties to subscribe new members for its online e-commerce platforms.

Due to the lack of new

subscribers, in June 2021, the Company suspended its cross-border e-commerce platform NONOGIRL which has been closed now.

since the second quarter of 2021, the Company has transformed its member-based Chain Cloud Mall to a sale agent based eCAAS platform

and began to provide supply chain financing services.

The global economy has

also been materially negatively affected by the COVID-19 and there is continued severe uncertainty about the duration and intensity of

also been materially negatively affected by the COVID-19 and there is continued uncertainty about the duration and intensity of its impacts.

The Chinese and global growth forecast is extremely uncertain, which would seriously affect our business.

12 unchanged sentences

markets could adversely affect our ability to raise additional capital.

Consequently, our results of operations have

been materially and adversely affected by COVID-19 pandemic.

Any potential further impact to our results will depend on, to a large extent,

future developments and new information that may emerge regarding the duration and severity of the COVID-19, new variants of COVID-19,

the efficacy and distribution of COVID-19 vaccines and the actions taken by government authorities and other entities to contain the

COVID-19 or treat its impact, almost all of which are beyond our control.

Company Strategy and Principal Products

Our core business historically has been in the

production and sale of fruit juice concentrates (including fruit purees and fruit juices), fruit beverages (including fruit juice beverages

and fruit cider beverages) in the PRC and internationally.

Due to drastically increased production cost and tightened environmental laws

in China, the Company has transformed its main business from fruit juice manufacturing and distribution to a real-name blockchain e-commerce

platform that integrates blockchain and internet technology in fiscal year 2019.

The e-commerce platform contributed 93.7% to the total

revenue for fiscal year 2020.

Consequently, our results

of operations have been materially and adversely affected by COVID-19 pandemic.

Any potential further impact to our results will depend

on, to a large extent, future developments and new information that may emerge regarding the duration and severity of the COVID-19, new

variants of COVID-19, the efficacy and distribution of COVID-19 vaccines and the actions taken by government authorities and other entities

to contain the COVID-19 or treat its impact, almost all of which are beyond our control.

Company Strategy and Principal Products and

Our core business historically has been in the production and sale

of fruit juice concentrates (including fruit purees and fruit juices), fruit beverages (including fruit juice beverages and fruit cider

beverages) in the PRC and internationally.

Due to drastically increased production cost and tightened environmental laws in China, the

Company has transformed its main business from fruit juice manufacturing and distribution to a real-name blockchain e-commerce platform

that integrates blockchain and internet technology in fiscal year 2019.

The e-commerce platform contributed 93.7% to the total revenue

for fiscal year 2020.

Due to the outbreak of COVID-19, the Chinese government put a restriction on large gatherings.

restrictions made the promotion strategy for our online e-commerce platforms difficult to implement and the Company has experienced difficulties

to subscribe new members for its online e-commerce platforms.

Due to the lack of new subscribers, since the second quarter of 2021, the

Company has transformed its member-based business model of Chain Cloud Mall to a sale agent based eCAAS platform and began to provide

supply chain financing services and trading of coal for coal mines and power generation plants as well as aluminum ingots.

Also, the Company

acquired 90% of the issued and outstanding shares of NTAM, a Hong Kong-based asset management company in August 2021.

NTAM is licensed

under the Securities and Futures Commission of Hong Kong (“SFC”) to carry out regulated activities in Type 4:

Securities and Type 9:

These restrictions

made the promotion strategy for our online e-commerce platforms difficult to implement and the Company experienced difficulties to subscribe

new members for its online e-commerce platforms.

Due to the lack of new subscribers, since the second quarter of 2021, the Company has

transformed its member-based business model of Chain Cloud Mall to a sale agent based eCAAS platform and began to provide supply chain

financing services and trading of coal for coal mines and power generation plants as well as aluminum ingots.

Also, the Company acquired

90% of the issued and outstanding shares of NTAM, a Hong Kong-based asset management company in August 2021.

NTAM is licensed under the

Securities and Futures Commission of Hong Kong (“SFC”) to carry out regulated activities in Type 4:

Advising on Securities

Asset Management.

During the fiscal year of 2021, the supply chain financing and wealth management business of

NTAM contributed 78.75% and 21.22% of our revenues, respectively.

On September 1, 2021, FTFT UK entered into

a Share Purchase Agreement with Rahim Shah, a resident of United Kingdom (“Seller”) to acquire 100% of the issued and outstanding

shares (the “Sale Shares”) of Khyber Money Exchange Ltd., which is a money transfer company with a platform for transferring

money through one of its agent locations or via its online portal, mobile platform or over the phone.

During the fiscal year of 2021, the supply chain financing and wealth management business of NTAM contributed

78.75% and 21.22% of our revenues, respectively.

During the fiscal year of 2022, the supply chain financing and wealth management business

of NTAM contributed 42.33% and 57.08% of our revenues, respectively.

On September 29, 2022, FTFT UK Limited completed

its acquisition of 100% of the issued and outstanding shares of Khyber Money Exchange Ltd., a company incorporated in England and Wales,

from Rahim Shah, a resident of United Kingdom for a total of Euros €685,000 (“Purchase Price”), pursuant to a Share

Purchase Agreement (the “Agreement”) dated September 1, 2021.

Khyber Money Exchange Ltd.

is regulated by the UK Financial Conduct Authority (FCA) and the parties are waiting for the approval by the FCA before formal closing

of the transaction.

In December 2021, FTFT Capital Investments, LLC officially launched

FTFTX, a cryptocurrency market data platform that provides investors with real-time cryptocurrency market data and trading information

from a large number of cryptocurrency exchanges.

The market data is available for Bitcoin, ETH, EOS, Litecoin, TRON and other cryptocurrencies

at https://www.ftftx.com and via the FTFTX App on iOS and Android devices.

The FTFTX app is free to download on Google Play and the Apple

In March 2022, FTFT UK FTFT UK received has received

approval to operate as an Electronic Money Directive (“EMD”) Agent and has been registered as such with the Financial Conduct

Authority (FCA), a UK regulator.

This status grants FTFT UK the ability to distribute or redeem e-money and provide certain financial

services on behalf of an e-money institution (registration number 903050).

is a money transfer company with

a platform for transferring money through one of its agent locations or via its online portal, mobile platform or over the phone.

Money Exchange Ltd.

is regulated by the UK Financial Conduct Authority (FCA) and the parties received approval by the FCA before the

formal closing of the transaction.

In December 2021, FTFT Capital Investments, LLC

officially launched FTFTX, a cryptocurrency market data platform that provides investors with real-time cryptocurrency market data and

trading information from a large number of cryptocurrency exchanges.

The market data is available for Bitcoin, ETH, EOS, Litecoin, TRON

and other cryptocurrencies at https://www.ftftx.com and via the FTFTX App on iOS and Android devices.

The FTFTX app is free to download

on Google Play and the Apple Store.

In March 2022, FTFT UK Limited received has received approval to operate

as an Electronic Money Directive (“EMD”) Agent and has been registered as such with the Financial Conduct Authority (FCA),

a UK regulator.

This status grants FTFT UK Limited the ability to distribute or redeem e-money and provide certain financial services

on behalf of an e-money institution (registration number 903050).

On February 27, 2023,

Future FinTech (Hong Kong) Limited (“Buyer”), a company incorporated in Hong Kong and a wholly owned subsidiary of Future

FinTech Group Inc.

(the “Company”) entered into a Share Transfer Agreement (the “Agreement”) with Alpha Financial

Limited, a company incorporated in Hong Kong (“Seller”) and sole owner and shareholder of Alpha International Securities

(Hong Kong) Limited, a company incorporated in Hong Kong (“Alpha HK”) and Alpha Information Service (Shenzhen) Co., Ltd.,

a company incorporated in China (“Alpha SZ”).

Alpha HK holds Type 1 ‘Securities Trading’, Type 2 ‘Futures

Contract Trading’ and Type 4 ‘Securities Consulting’ financial licenses issued by the Hong Kong Securities and Futures

Alpha SZ provides technical support services to Alpha HK.

The Company is in the

process of transition and developing its financial technology related business, including asset management, supply chain financial

services, digital banking and payment services, blockchain based e-commerce, and cryptocurrency market data services.

process of transition and developing its financial technology related business, including asset management, supply chain financial services,

digital banking, financial services and payment services, blockchain based e-commerce, and cryptocurrency market data services.

Chain Cloud Mall (CCM)

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was launched.

The blockchain technology enables CCM to record every event or transaction on a distributed ledger and makes the whole process

It also enables the CCM to record and provide CCM points to its members upon a successful new member and/or product referral,

which can be used as credit when making purchases on CCM.

It incentivizes its members to promote the platform and share the products with

their social contacts, which in turn increases the sales through CCM.

Due to the outbreak of COVID-19, the Chinese

government put a restriction on large gatherings.

These restrictions made the promotion strategy for our online e-commerce platforms difficult

to implement and the Company has experienced difficulties to subscribe new members for its online e-commerce platforms.

Due to the lack

of new subscribers, since the second quarter of 2021, the Company has transformed its member-based business model of CCM to a sale agent

based eCAAS platform.

The blockchain technology enables CCM to record every event or transaction on a distributed ledger and makes the whole

process traceable.

It also enables the CCM to record and provide CCM points to its members upon a successful new member and/or product

referral, which can be used as credit when making purchases on CCM.

It incentivizes its members to promote the platform and share the

products with their social contacts, which in turn increases the sales through CCM.

Due to the outbreak of COVID-19 in early 2020, the

Chinese government put a restriction on large gatherings.

These restrictions made the promotion strategy for our online e-commerce platforms

difficult to implement and the Company has experienced difficulties to subscribe new members for its online e-commerce platforms.

to the lack of new subscribers, since the second quarter of 2021, the Company has transformed its member-based business model of CCM

to a sale agent based eCAAS platform.

Currently, Chain Cloud Mall adopts an “Enterprise

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reviews and accepts the companies to join its 3.15 China Responsible Brand Program.

After acceptance, these companies are authorized to

use anti-counterfeiting labels on their products which have authenticated signatures of these companies and Anti-Counterfeiting Committee

After acceptance, these companies are authorized

to use anti-counterfeiting labels on their products which have authenticated signatures of these companies and Anti-Counterfeiting Committee

recorded on the blockchain quality and safety traceability system controlled by the Anti-Counterfeiting Committee.

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can negotiate the commission percentages for the products sold.

Any new sales agent must be recommended by existing agents and pay a one-time

fee to the eCAAS platform to be admitted as the authorized agent to provide sales agent services on the platform.

Any new sales agent must be recommended by existing agents and pay a

one-time fee to the eCAAS platform to be admitted as the authorized agent to provide sales agent services on the platform.

Coal and Aluminum

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Our supply chain finance business mainly serves

the receivables and payables of industrial customers, obtains the creditor’s rights or commodity goods rights of large state-owned enterprises

through trade execution, provides customers with working capital, accelerates capital turnover, and then expands the business scale and

improves the industrial value.

Through our supply chain service ability and customer

resources, we can tap into low-risk assets, flexibly carry out financial services around the actual financial needs of certain industries,

and reduce the overall risk of the business by using the control of business flow, goods logistics and capital flow in the process of

commodity circulation.

We focus on bulk coal and aluminum ingots an take

large state-owned or listed companies as the core service targets;

We use our own funds as the operation basis, actively uses a variety

of channels and products for financing, such as banks, commercial factoring companies, accounts receivable, asset-backed securities, and

other innovative financing methods to obtain sufficient funds.

We sign purchase and

sale agreements with suppliers and buyers.

The suppliers are responsible for the supply and transportation of coal to the end users’

designated freight yard or transfer the title of aluminum ingots to us in certain warehouses.

We select the customers and suppliers that

have good credit and reputation.

Asset Management Service .

NTAM was founded in 2018 and it engages asset management and advisory

NTAM is licensed under the Securities and Futures Commission of Hong Kong (SFC) for carrying out regulated activities in “Advising

on Securities” and “Asset Management”.

NTAM offers diversified asset management portfolio for professional investors.

Assets of NTAM’s clients are held in banks, where clients gave the banks their authorization allowing NTAM to place trading instructions

on behalf of the clients in order to manage the clients’ assets.

the receivables and payables of industrial customers, obtains the creditor’s rights or commodity goods rights of large state-owned

enterprises through trade execution, provides customers with working capital, accelerates capital turnover, and then expands the business

scale and improves the industrial value.

Through our supply chain service ability and

customer resources, we can tap into low-risk assets, flexibly carry out financial services around the actual financial needs of certain

industries, and reduce the overall risk of the business by using the control of business flow, goods logistics and capital flow in the

process of commodity circulation.

We focus on bulk coal and aluminum ingots an

take large state-owned or listed companies as the core service targets;

We use our own funds as the operation basis, actively uses a

variety of channels and products for financing, such as banks, commercial factoring companies, accounts receivable, asset-backed securities,

and other innovative financing methods to obtain sufficient funds.

We sign purchase and sale agreements with suppliers and buyers.

suppliers are responsible for the supply and transportation of coal to the end users’ designated freight yard or transfer the title

of aluminum ingots to us in certain warehouses.

We also provide trading service as we don’t take control over the ownership of the

goods but receive lower margin for the transaction.

We select the customers and suppliers that have good credit and reputation.

The Company’s revenues are substantially reported on a net basis

as the supply chain service is primarily responsible for providing the underlying supply chain service and the Company does not control

the service provided by the supply chain supplier to the customer.

Asset Management

NTAM was founded in 2018 and it engages asset

management and advisory services.

NTAM is licensed under the Securities and Futures Commission of Hong Kong (SFC) for carrying out regulated

activities in “Advising on Securities” and “Asset Management”.

NTAM offers diversified asset management portfolio

for professional investors.

Assets of NTAM’s clients are held in banks, where clients gave the banks their authorization allowing

NTAM to place trading instructions on behalf of the clients in order to manage the clients’ assets.

NTAM mainly engages in following asset management services for its

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(2) Debt investment

When NTAM manages clients’ investment portfolio in bonds that

are denominated in major international currencies such as US dollar, euro and sterling, the issuer of debts shall have good credit rating

and asset liability ratio.

Through active management, NTAM focus in bonds with higher yield to maturity among bonds with the same maturity

and credit rating.

When NTAM manages clients’ investment portfolio

in bonds that are denominated in major international currencies such as US dollar, euro and sterling, the issuer of debts shall have

good credit rating and asset liability ratio.

Through active management, NTAM focus in bonds with higher yield to maturity among bonds

with the same maturity and credit rating.

(3) Precious metals and currencies investment

NTAM also manages clients’ investment portfolio in major international

currencies and precious metals, including US dollar, euro, British pound, Japanese yen, Australian dollar and offshore Chinese yuan.

metals include gold, platinum and silver.

With research on the fundamentals of market supply and demand to predict the trend of commodity

prices, NTAM endeavors to improve the rate of return for clients through dual currency investment, options and structured products.

NTAM also manages clients’ investment portfolio

in major international currencies and precious metals, including US dollar, euro, British pound, Japanese yen, Australian dollar and

offshore Chinese yuan.

Precious metals include gold, platinum and silver.

With research on the fundamentals of market supply and demand

to predict the trend of commodity prices, NTAM endeavors to improve the rate of return for clients through dual currency investment,

options and structured products.

(4) Derivative Investment

NTAM also manages clients’ investment portfolio in financial

derivatives in different asset classes, such as options and structured products.

NTAM also manages clients’ investment portfolio

in financial derivatives in different asset classes, such as options and structured products.

(5) External Asset Management Services (EAM)

This business takes customer demand as the service purpose, cooperates

with several private banks which provide asset custody services, and innovatively introduces the function of investment bank to provide

exclusive private solutions for our clients.

NTAM’s main revenue is generated from providing professional

advices to clients and management fees for managing the investment of the clients.

As of March 15, 2022, NTAM has approximately US$260

million assets under its management.

This business takes customer demand as the service

purpose, cooperates with several private banks which provide asset custody services, and innovatively introduces the function of investment

bank to provide exclusive private solutions for our clients.

NTAM’s main revenue is generated from

providing professional advices to clients and management fees for managing the investment of the clients.

As of March 15, 2023,

NTAM has approximately US$300 million assets under its management.

Money Transfer Business

FTFT Finance UK Limited (“FTFT Finance”) formerly known

as Khyber Money Exchange Ltd.

was acquired by FTFT UK Limited in September 2022.

It is regulated by UK Financial Conduct Authority

(“FCA”) for its cross-border money transfer systems and service.

FTFT Finance was incorporated in 2009 and is a pioneer in

the UK for money remittance services.

FTFT Finance provides money transfer services through its platform to transfer money around the

world via one of its agent locations or its online portal, mobile platform, or over the phone.

FTFT Finance is headquartered in the UK

and it has a trade name of FTFT Pay.

FTFT Finance’s plan is to develop products and services across different regions of the world

and become a global name in money remittance services.

FTFT Finance is a financial platform that enables its customers to

send their hard-earned money to their country of origin, or any other country of their liking, with ease and at a reasonable cost, transparent

exchange rate and without any hidden charges.

We believe that it is our understanding of our customers and their diverse backgrounds

that has helped FTFT Finance to become a credible and trustworthy money remittance business.

The FTFT Pay platform and system support

direct connections to over 130 countries and their local banks, targeting customers with transfer destinations based in prominent countries

across the Middle East and Southeast Asia.

Remittance service is a highly saturated market in the United Kingdom.

There are many companies that offer remittance services however FTFT Finance only sees Ace Money Transfer, Wise (formerly known as Transfer

Wise), Remitly and Remit World as its main competitors.

FTFT Finance has an edge over companies like wise in many different

ways, for example, FTFT Finance offers competitive rates for its services and does not charge customer fees for remittance to Pakistan as it receives

its rebate from local banks.

This approach provides

gives us an advantage over our competitors.

In the Year 2022, the total UK Remittance Market

was estimated to be valued at $49.55 billion with a growth rate of 6.0% according to a report of Remittance Brave Global Headwinds of World Bank in November

It is also estimate that

by the year 2027 the UK’s remittance market will be $66.5 billion according to the UK remittance statistics from Finder.com.

Expats living in the United Kingdom often

send money to their relatives either to support them, or for emergency uses or weddings.

The UK has a large migrant population of

Indians, Pakistanis and Bangladeshis.

FTFT Finance has been in money remittance business since 2009 and

has over 500,000 customers.

FTFT Finance advertises through Instagram, Twitter, Facebook and LinkedIn in order to reach out to new customers.

FTFT Finance implemented email marketing, in which they email customers daily to keep them updated on their account, transactions as

well as marketing and promotions.

The management of FTFT Finance are currently engaged in talks with

different PR companies to kick start a new campaign under FTFT Finance brand name as all previous campaigns were under Khyber Money Exchange

Competition and our Competitive Advantages

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Asset Management Market in Hong Kong

We believe NTAM has the following competitive advantages in the asset

management market in Hong Kong:

(1) Provide customers with comprehensive and professional financial

NTAM currently holds Type 4 (Securities Advisory) and Type 9 (Asset

Management) regulated activity licenses issued by the Hong Kong Securities and Futures Commission.

It can provide a series of professional

financial services for customers, including providing financial advisory services, and various capital entrusted investment management

services for the investment in the companies and instruments listed or unlisted on the stock exchanges in Hong Kong, mainland China and

We believe NTAM has the following competitive

advantages in the asset management market in Hong Kong:

(1) Provide customers with comprehensive and

professional financial services

NTAM currently holds Type 4 (Securities Advisory)

and Type 9 (Asset Management) regulated activity licenses issued by the Hong Kong Securities and Futures Commission.

It can provide a

series of professional financial services for customers, including providing financial advisory services, and various capital entrusted

investment management services for the investment in the companies and instruments listed or unlisted on the stock exchanges in Hong

Kong, mainland China and worldwide.

(2) Simple and efficient management structure

Compared with the multi-level structure with multiple

approval procedures by other large firms, NTAM adopts a more concise and efficient direct reporting system.

Each business team can directly

report the business to the board of directors of NTAM, which provides fast and efficient services for the company’s customers, quickly

responds to the changes of market conditions, timely seizes market investment opportunities and responds to adverse factors.

Compared with the multi-level structure with

multiple approval procedures by other large firms, NTAM adopts a more concise and efficient direct reporting system.

Each business team

can directly report the business to the board of directors of NTAM, which provides fast and efficient services for the company’s

customers, quickly responds to the changes of market conditions, timely seizes market investment opportunities and responds to adverse

(3) An experienced and diligent management team

The senior managers in NTAM have many years of experience in private

banks and accounting firms and some of them have been in the asset management industry for more than 10 years.

The management team has

a comprehensive vision and efficient execution ability, and can bring more incremental business to the company with their professional

advantages and personal resources.

(4) Maintain close and stable relationship with customers

NTAM has established a close and stable business relationship with

its existing customers and understood their long-term business objectives, strategies and preferences, so that it can provide customized

advisory and asset management services to the customers.

NTAM believes its market reputation and existing customers’ confidence

in the company can promote customers to introduce and bring new customers.

The senior managers in NTAM have many years of

experience in private banks and accounting firms and some of them have been in the asset management industry for more than 10 years.

The management team has a comprehensive vision and efficient execution ability, and can bring more incremental business to the company

with their professional advantages and personal resources.

(4) Maintain close and stable relationship with

NTAM has established a close and stable

business relationship with its existing customers and understood their long-term business objectives, strategies and preferences, so

that it can provide customized advisory and asset management services to the customers.

NTAM believes its market reputation and

existing customers’ confidence in the company can promote customers to introduce and bring new customers.

Supply Chain Finance Market in China

We believe our supply chain finance business has the following competitive

strengths and set us apart from our competitors:

We believe our supply chain finance business

has the following competitive strengths and set us apart from our competitors:

(1) Independent risk control management system

At the beginning of its establishment, we established

a complete and independent risk control management system for our supply chain fiancé business, and have strictly implemented the

unified and comprehensive risk control management for customer access, contract signing, business execution, and capital allocation.

a complete and independent risk control management system for our supply chain fiancé business, and have strictly implemented

the unified and comprehensive risk control management for customer access, contract signing, business execution, and capital allocation.

(2) High-quality customer groups

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mainly in the coal and metal industries, power generation and heating industries, which includes subsidiary of China Datang Corporation,

one of the five large-scale power generation enterprises in China and Shanxi Lu’an Environmental Protection Energy Development Co., Ltd.

(a public company listed on Shanghai Stock Exchange).

(3) Standardization of financing process and system

one of the five large-scale power generation enterprises in China.

(3) Standardization of financing process and

To improve operational efficiency and decision-making

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is to have access to sufficient funds in order to expand its business and increase number of clients.

Our supply chain business will take

the advantage as a subsidiary of the public company of Future FinTech as well as its other financial technology business development to

obtain enough funds for its further development and provide comprehensive financial services to its clients.

Our supply chain business will

take the advantage as a subsidiary of the public company of Future FinTech as well as its other financial technology business development

to obtain enough funds for its further development and provide comprehensive financial services to its clients.

Money Transfer Market in UK

Remittance service is a highly saturated market in the United Kingdom.

There are many companies that offer remittance services however FTFT Finance only sees Ace Money Transfer, Wise (formerly known as Transfer

Wise), Remitly and Remit World as its main competitors.

FTFT Finance has an edge over companies like

wise in many different ways, for example, FTFT Finance offers competitive rates for its services and it does not charge customer

fees for remittance to Pakistan as it receives its rebate from local banks.

This approach provides gives us an advantage over our competitors.

Industry and Principal Markets

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to have a total e-commerce market of about US$890 billion in 2022.

In addition, China’s digital consumers reached 792.5 million, accounting

for 33.3% of the global total, ranking first in the world.

In terms of retail, 52.1% of China’s retail transactions come from e-commerce,

and China will become the first country in history where online retail sales exceed offline retail sales.

In addition, China’s digital consumers reached 842 million,

accounting for 38% of the global total, ranking first in the world.

In terms of retail, 56.3% of China’s retail transactions

come from e-commerce, and China is the first country in history where online retail sales exceed offline retail sales.

Asset Management Market in Hong Kong

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Gross Domestic Product in 2017.

As at end-2020, there were 1,914 companies licensed by or registered with the Securities and Futures Commission

(“SFC”) to carry out asset management business, representing an increase of 78% over 2014.

Over the same period, the number

of individuals licensed for asset management also grew from 7,729 to 13,074.

The thriving development of the sector is also reflected

in the rising trend in the revenue received by the industry.

According to the Census and Statistics Department of Hong Kong, the business

receipts index for the industry increased to 135 in 2020, representing an increase of 45% over 2014.

According to a survey by SFC, Hong

Kong’s asset management business amounted to HK$17.9 trillion (approximately US$2.29 trillion) as at end-2019.

Within the industry,

licensed corporations (e.g.

As at end-2020, there were 1,914 companies licensed by or registered with the Securities and Futures

Commission (“SFC”) to carry out asset management business, representing an increase of 78% over 2014.

Over the same period,

the number of individuals licensed for asset management also grew from 7,729 to 13,074.

The thriving development of the sector is also

reflected in the rising trend in the revenue received by the industry.

According to the Census and Statistics Department of Hong Kong,

the business receipts index for the industry increased to 135 in 2020, representing an increase of 45% over 2014.

According to a survey

by SFC, Hong Kong’s asset management business amounted to HK$17.9 trillion (approximately US$2.29 trillion) as at end-2019.

the industry, licensed corporations (e.g.

fund houses) were the major market players, accounting for 87% of the total business.

This was followed by

registered institutions (i.e.

was followed by registered institutions (i.e.

banks engaging in asset management business) (7%) and insurance companies (6%).

Supply Chain Finance Market in China

chain finance has become an important financing channel for small and medium-sized enterprises in China.

Although China started late in

supply chain finance, thanks to the favorable regulatory environment and good economic development, the scale of China’s supply

chain financial market is expected reach RMB 29 trillion (approximately

US$4.46 trillion) in 2022 according to the Overview Survey and Development Strategy Research Consulting Report for China Supply Chain

Finance Industry 2021-2025 by Zhongyan Puhua Industry Research Institute.

Supply chain finance has become an important

financing channel for small and medium-sized enterprises in China.

Although China started late in supply chain finance, thanks to the

favorable regulatory environment and good economic development, the scale of China’s supply chain financial market reached RMB 32.2 trillion (approximately US$4.6 trillion) in 2022 according to the Overview Survey and Development Strategy Research Consulting

Report for China Supply Chain Finance Industry 2021-2027 by Zhongyan Puhua Industry Research Institute.

The market participants in supply chain finance

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Strategy Planning Analyst Report by Qianzhan Industry Research Institute.

Since 2021, the performance of bulk commodities has been particularly

Affected by COVID-19 pandemic and related supply chain disruption, economic recovery, monetary easing and the carbon emission

control goal, the prices of bulk commodities have been rising, among which the price of coal has reached a new high in 2021.

In this context,

the active trading situation and market demand provide a good business environment for commodity supply chain enterprises.

Since 2021, the performance of bulk commodities

has been particularly strong.

Affected by COVID-19 pandemic and related supply chain disruption, economic recovery, monetary easing and

the carbon emission control goal, the prices of bulk commodities have been rising, among which the price of coal has reached a new high

In this context, the active trading situation and market demand provide a good business environment for commodity supply chain

Commodity supply chain is an important part of

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and favorable policy support, China’s supply chain financial market has developed rapidly.

The scale of supply chain financial market

in China has increased from RMB 16.7 trillion in 2016 to RMB 28.6 trillion in 2021, with an average annual compound growth rate of 10.5%.

The market scale in 2022 is expected to be the same as that in 2021, according to the Overview Survey and Development Strategy Research

Consulting Report for China Supply Chain Finance Industry 2021-2025 by Zhongyan Puhua Industry Research Institute.

The Chinese government has regarded the development

of supply chain finance as an effective way to promote the real economy and supply chain industry.

The Guideline Opinions of Promoting

Supply Chain Finance to Serve the Real Economy issued by China Banking and Insurance Regulatory Commission in 2019 and the Opinions on

Management of the Development of Supply Chain Finance to Support the Stable Business Cycle and Optimized Upgrade for Supply Chain Industry

jointly issued by the People’s Bank of China, the Ministry of Industry and Information Technology (“MIIT”), the Ministry

of Commerce, China Banking and Insurance Regulatory Commission and four other regulatory departments in 2020 are designed to encourage

and promote the development of supply chain industry.

The scale of supply chain financial

market in China has increased from RMB 16.7 trillion in 2016 to RMB 28.6 trillion in 2021, with an average annual compound growth rate

The market scale in 2023 is expected to be the same as that in 2022, which was approximately RMB32.2 trillion.

With the recovery of the

economy after negative impact caused by COVID-19 in 2022, the supply chain finance industry will continue to expand.

The rapid development

of the downstream demands help the growth of the supply chain finance industry.

It is estimated that the compound annual growth rate (CAGR)

of the market size of China’s supply chain finance industry will be 7% from 2022 to 2027.

By 2027, the market size of China’s supply

chain finance industry will reach RMB 42.9 trillion.

(According to the Overview Survey and Development Strategy

Research Consulting Report for China Supply Chain Finance Industry 2021-2027 by Zhongyan Puhua Industry Research Institute.)

The Chinese government has regarded the

development of supply chain finance as an effective way to promote the real economy and supply chain industry.

The Guideline

Opinions of Promoting Supply Chain Finance to Serve the Real Economy issued by China Banking and Insurance Regulatory Commission in

2019 and the Opinions on Management of the Development of Supply Chain Finance to Support the Stable Business Cycle and Optimized

Upgrade for Supply Chain Industry jointly issued by the People’s Bank of China, the Ministry of Industry and Information

Technology (“MIIT”), the Ministry of Commerce, China Banking and Insurance Regulatory Commission and four other

regulatory departments in 2020 are designed to encourage and promote the development of supply chain industry.

Money Transfer Market in UK

In the Year 2022, the total UK Remittance Market

was estimated to be valued at $49.55 billion with a growth rate of 6.0% according to a report of Remittance Brave Global Headwinds of World Bank in November

It is also estimate that

by the year 2027 the UK’s remittance market will be $66.5 billion according to the UK remittance statistics from Finder.com.

Expats living in the United Kingdom often send

money to their relatives either to support them, or for emergency uses or weddings.

The UK has a large migrant population of Indians,

Pakistanis and Bangladeshis.

Marketing and Sales

Due to the lack of new

member subscriptions caused by restrictions on our promotion strategy for the control of spread of COVID-19, we have transformed the CCM

shopping mall to an “Enterprise Communication as A Service” or eCAAS platform.

The eCAAS platform is entrusted by the Anti-Counterfeiting

Committee of the China Foundation of Consumer Protection (the “Anti-Counterfeiting Committee”) to run its 3.15 China Responsible

Brand Program.

Anti-Counterfeiting Committee

will review and accept the companies to join its 3.15 China Responsible Brand Program.

After acceptance, these companies are authorized

to use anti-counterfeiting labels on their products and sell them on our eCAAS platform.

The companies can also use sales agents to sell

their products on our eCAAS platform and parties can negotiate the commission percentages for the products sold.

Any new sales agent must

be recommended by existing agents and pay a one-time fee to the eCAAS platform to be admitted as the authorized agent to provide sales

agent services on the platform.

member subscriptions caused by restrictions on our promotion strategy for the control of spread of COVID-19, we have transformed the

CCM shopping mall to an “Enterprise Communication as A Service” or eCAAS platform.

The eCAAS platform is entrusted by the

Anti-Counterfeiting Committee of the China Foundation of Consumer Protection (the “Anti-Counterfeiting Committee”) to run

its 3.15 China Responsible Brand Program.

Anti-Counterfeiting

Committee will review and accept the companies to join its 3.15 China Responsible Brand Program.

After acceptance, these companies are

authorized to use anti-counterfeiting labels on their products and sell them on our eCAAS platform.

The companies can also use sales

agents to sell their products on our eCAAS platform and parties can negotiate the commission percentages for the products sold.

sales agent must be recommended by existing agents and pay a one-time fee to the eCAAS platform to be admitted as the authorized agent

to provide sales agent services on the platform.

We market our supply chain financing services

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to find target customers and expand our business.

Based on standardized operation, our team has established a good reputation in the cooperation

with existing customers, and to reach out to their respective upstream and downstream business partners to expand our business scope.

Based on standardized operation, our team has established a good reputation in the

cooperation with existing customers, and to reach out to their respective upstream and downstream business partners to expand our business

NTAM has multidimensional flexible layout for

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timely, and ensure the steady operation of the company while developing rapidly.

FTFT Finance has been in money remittance business since 2009 and

has over 500,000 customers.

FTFT Finance advertises through Instagram, Twitter, Facebook and LinkedIn in order to reach out to new

FTFT Finance implemented email marketing, in which they email customers daily to keep them updated on their account,

transactions as well as marketing and promotions.

The management of FTFT Finance are currently engaged in talks with different PR

companies to kick start a new campaign under FTFT Finance brand name as all previous campaigns were under Khyber Money Exchange

Government Regulations

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State Cryptography Administration, effective on February 15, 2022, which provides that, Critical Information Infrastructure Operators

(“CIIOs”) that intend to purchase internet products and services and Data Processing Operators (“DPOs”) engaging

in data processing activities that affect or may affect national security shall be subject to the cybersecurity review by the Cybersecurity

Review Office.

On November 14, 2021, CAC published the Administration Measures for Cyber Data Security (Draft for Public Comments), or

the “Cyber Data Security Measure (Draft)”, which requires cyberspace operators with personal information of more than 1 million

users who want to list abroad to file a cybersecurity review with the Office of Cybersecurity Review.

Our e-commerce platform currently

is not a cyberspace operator with personal information of more than 1 million users or has activities that affect or may affect national

(“CIIOs”) that purchase internet products and services and Online Platform Operators engaging in data processing activities

that affect or may affect national security shall be subject to the cybersecurity review by the Cybersecurity Review Office.

14, 2021, CAC published the Administration Measures for Cyber Data Security (Draft for Public Comments), or the “Cyber Data Security

Measure (Draft)”, which requires cyberspace operators with personal information of more than 1 million users who want to list abroad

to file a cybersecurity review with the Office of Cybersecurity Review.

Regulations Relating to E-Commerce

In January 2014, State Administration for Market

Regulation or SAMR (formerly known as State of Administration of Industry and Commerce) adopted the Administrative Measures for Online

Trading, or the Online Trading Measures, which took effect in March 2014.

Under the Online Trading Measures, e-commerce platform operators

are required to examine, register and archive the identity information of the merchants applying for access to their platforms as sellers,

and verify and update such information regularly.

The Online Trading Measures also provide that e-commerce platform operators must make

publicly available (i) the link to or the information contained in the business licenses of the merchants, in the case of business entities,

or (ii) a label confirming the verified identity of the merchants, in the case of individuals.

A consumer is entitled to return the commodities

within seven days after receipt of the commodities without giving a reason, except for the following commodities:

customized commodities,

fresh and perishable commodities, audio-visual products downloaded online or unpackaged by consumers and computer software and other

digital commodities, and newspapers and journals that have been delivered.

E-commerce platform operators must, within seven days upon

receipt of the returned commodities, provide full refunds to consumers.

In addition, operators are prohibited from setting forth provisions

in contracts or other terms that are not fair or reasonable to consumers such as those excluding or restraining consumers’ rights,

relieving or exempting operators’ responsibilities, and increasing the consumers’ responsibilities, or conducting transactions

in a forcible manner taking advantage of contractual terms or technical means.

On March 15, 2021, the SAMR promulgated

the Measures for the Supervision and Administration of Online Transactions, which took effect on May 1, 2021.

Under the Measures

for the Supervision and Administration of Online Transactions, online transaction operators engaging in business activities should follow

the principles of voluntariness, equality, fairness, and good faith, comply with laws, regulations, rules, business ethics, public order,

and good morals, participate in market competition fairly, earnestly perform statutory obligations, actively assume subject responsibilities,

and accept supervision from all sectors of the society.

Online transaction platform operators should require business operators that

are applying to sell goods or provide services on their platforms to provide authentic information such as information relating to identity,

address, contact, and administrative license, verify and register such information, create registration files, and verify and update

such information at least once every six months.

In addition, online transaction platform operators should establish an inspection and

monitoring system relating to information of business operators on their platforms and relating to goods and services such business operators

Where an online transaction platform operator identifies any information relating to goods and services on its platforms that

is in violation of laws, regulations or rules on market supervision and administration, damages national or public interests, or is detrimental

to public order or good morals, it must take necessary measures to remove such information in accordance with the law, maintain relevant

records, and report the same to the administration for market regulation.

In March 2016, the State Administration of Taxation,

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platforms or logistic companies are required to withhold the taxes.

On August 31, 2018, the Standing Committee of

the National People’s Congress promulgated the E-Commerce Law, which became effective on January 1, 2019.

The E-Commerce Law sets

forth a series of requirements on e-commerce platform operators.

According to the E-Commerce Law, e-commerce platform operators shall

verify and register platform merchants, and cooperate with the market regulatory administrative department and tax administrative department

to conduct industry and commerce registrations and tax registrations for merchants.

The e-commerce platform operators shall also prepare

a contingency plan for cybersecurity events and take technological measures and other measures to prevent online illegal and criminal

The E-Commerce Law also expressly requires platform operators to take necessary actions to ensure fair dealing on their platforms

to safeguard the legitimate rights and interests of consumers, including to prepare platform service agreements and transaction information

record-keeping and transaction rules, to prominently display such documents on the platform’s website, and to keep such information

for no fewer than three years following the completion of a transaction.

To legally handle intellectual property infringement disputes,

upon receipt of the notice specifying preliminary evidence for alleged infringement, the platform operators are required to take necessary

measures in a timely manner, such as deleting, blocking and disconnecting the hyperlinks, terminating transactions and services, and

forwarding notices to merchants on its platform.

If an e-commerce platform operator fails to take necessary measures when it knows or

should have known that a merchant on the platform infringes any third-party intellectual property rights, products or services provided

by a merchant on its platform do not meet the requirements regarding personal or property safety, or any merchant otherwise impairs the

lawful rights and interests of consumers, the e-commerce platform operator will be held jointly liable with the merchants on its platform.

On August 31, 2018, the Standing Committee

of the National People’s Congress promulgated the E-Commerce Law, which became effective on January 1, 2019.

The E-Commerce

Law sets forth a series of requirements on e-commerce platform operators.

According to the E-Commerce Law, e-commerce platform

operators shall verify and register platform merchants, and cooperate with the market regulatory administrative department and tax

administrative department to conduct industry and commerce registrations and tax registrations for merchants.

The e-commerce

platform operators shall also prepare a contingency plan for cybersecurity events and take technological measures and other measures

to prevent online illegal and criminal activities.

The E-Commerce Law also expressly requires platform operators to take necessary

actions to ensure fair dealing on their platforms to safeguard the legitimate rights and interests of consumers, including to

prepare platform service agreements and transaction information record-keeping and transaction rules, to prominently display such

documents on the platform’s website, and to keep such information for no fewer than three years following the completion of a

To legally handle intellectual property infringement disputes, upon receipt of the notice specifying preliminary

evidence for alleged infringement, the platform operators are required to take necessary measures in a timely manner, such as

deleting, blocking and disconnecting the hyperlinks, terminating transactions and services, and forwarding notices to merchants on

its platform.

If an e-commerce platform operator fails to take necessary measures when it knows or should have known that a merchant

on the platform infringes any third-party intellectual property rights, products or services provided by a merchant on its platform

do not meet the requirements regarding personal or property safety, or any merchant otherwise impairs the lawful rights and

interests of consumers, the e-commerce platform operator will be held jointly liable with the merchants on its platform.

Moreover, the E-Commerce Law imposes a requirement

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sellers that are deemed as small taxpayers under PRC law are subject to reduced value-added tax at a rate of 3%.

Trial Administrative Measures of Overseas Securities

Offering and Listing by Domestic Enterprises

On February 17, 2023, the CSRC released the Trial

Administrative Measures of Overseas Securities Offering and Listing by Domestic Enterprises (the “New Overseas Listing Rules”)

with five interpretive guidelines, which took effect on March 31, 2023.

The New Overseas Listing Rules require Chinese domestic enterprises

to complete filings with relevant governmental authorities and report related information under certain circumstances.

The required filing

scope is not limited to the initial public offering, but also includes subsequent overseas securities offering, single or multiple acquisition(s),

share swap, transfer of shares or other means to seek an overseas direct or indirect listing and a secondary listing or dual major listing

of issuers already listed overseas.

According to the Notice on Arrangements for Overseas Securities Offering and Listing by Domestic Enterprises,

published by the CSRC on February 17, 2023, a company that (i) has already completed overseas listing or (ii) has already obtained the

approval for the offering or listing from overseas securities regulators or exchanges but has not completed such offering or listing before

effective date of the new rules and also completes the offering or listing before September 30, 2023 will be considered as an existing

listed company and is not required to make any filing until it conducts a new offering in the future.

Furthermore, upon the occurrence

of any of the material events specified below after an issuer has completed its offering and listed its securities on an overseas stock

exchange, the issuer shall submit a report thereof to the CSRC within 3 working days after the occurrence and public disclosure of the

(i) change of control;

(ii) investigations or sanctions imposed by overseas securities regulatory agencies or other competent authorities;

(iii) change of listing status or transfer of listing segment;

or (iv) voluntary or mandatory delisting.

Value-Added Telecommunication Business Operating Licenses

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Commercial internet information services operators shall obtain an ICP License, from the relevant government authorities within China.

E-commerce (Tianjin), our VIE, holds our VATS License for our Value-Added Telecommunication businesses.

Regulations Relating to Internet Information Security and Privacy

Internet information in China is regulated from

a national security standpoint.

E-commerce (Tianjin), the VIE, holds our VATS License for our Value-Added Telecommunication businesses.

Regulations Relating to Internet Information Security and Privacy Protection

Internet information in China is regulated from a

national security standpoint.

The National People’s Congress, or the NPC, enacted the Decisions on Preserving Internet Security

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of state secrets or a spread of socially destabilizing content.

If an internet information service provider violates these measures,

the MPS and its local branches may issue a warning, confiscate the illegal gains, impose fines, and, in severe cases, advise competent

authority to revoke its operating license or shut down its websites.

Under the Several Provisions on Regulating the

Market Order of Internet Information Services, issued by the MIIT in December 2011 and implemented in March 2012, an internet information

service provider may not collect any user personal information or provide any such information to third parties without the consent of

An internet information service provider must expressly inform the users of the method, content and purpose of the collection

and processing of such user personal information and may only collect such information necessary for the provision of its services.

internet information service provider is also required to properly maintain the user’s personal information, and in case of any

leak or likely leak of the user’s personal information, the internet information service provider must take immediate remedial

measures and, in severe circumstances, immediately report to the telecommunications authority.

Moreover, pursuant to the Ninth Amendment

to the Criminal Law issued by Standing Committee of the National People’s Congress (the “SCNPC”) in August 2015 and

implemented in November 2015, any internet service provider that fails to fulfill the obligations related to internet information security

administration as required by applicable laws and refuses to rectify such failure upon orders, shall be subject to criminal penalty for

the result of (i) any dissemination of illegal information in large scale;

(ii) any severe effect due to the leakage of the client’s

(iii) any serious loss of criminal evidence;

If an internet information service provider violates these measures, the

MPS and its local branches may issue a warning, confiscate the illegal gains, impose fines, and, in severe cases, advise competent authority

to revoke its operating license or shut down its websites.

Under the Several Provisions on Regulating the Market

Order of Internet Information Services, issued by the MIIT in December 2011 and implemented in March 2012, an internet information service

provider may not collect any user personal information or provide any such information to third parties without the consent of the user.

An internet information service provider must expressly inform the users of the method, content and purpose of the collection and processing

of such user personal information and may only collect such information necessary for the provision of its services.

An internet information

service provider is also required to properly maintain the user’s personal information, and in case of any leak or likely leak of

the user’s personal information, the internet information service provider must take immediate remedial measures and, in severe

circumstances, immediately report to the telecommunications authority.

Moreover, pursuant to the Ninth Amendment to the Criminal Law issued

by Standing Committee of the National People’s Congress (the “SCNPC”) in August 2015 and implemented in November 2015,

any internet service provider that fails to fulfill the obligations related to internet information security administration as required

by applicable laws and refuses to rectify such failure upon orders, shall be subject to criminal penalty for the result of (i) any dissemination

of illegal information in large scale;

(ii) any severe effect due to the leakage of the client’s information;

(iii) any serious

loss of criminal evidence;

or (iv) other severe situation.

Any individual or entity that (i) sells or

provides personal information to others in a way violating the applicable law, or (ii) steals or illegally obtains any personal information,

shall be subject to criminal penalty in severe situation.

In addition, the Interpretations of the Supreme People’s Court and the

Supreme People’s Procuratorate of the PRC on Several Issues Concerning the Application of Law in Handling Criminal Cases of Infringing

Personal Information, issued in May 2017 and implemented in June 2017, clarified certain standards for the conviction and sentencing

of the criminals in relation to personal information infringement.

Any individual or entity that (i) sells or provides personal information to

others in a way violating the applicable law, or (ii) steals or illegally obtains any personal information, shall be subject to criminal

penalty in severe situation.

In addition, the Interpretations of the Supreme People’s Court and the Supreme People’s Procuratorate

of the PRC on Several Issues Concerning the Application of Law in Handling Criminal Cases of Infringing Personal Information, issued in

May 2017 and implemented in June 2017, clarified certain standards for the conviction and sentencing of the criminals in relation to personal

information infringement.

In November 2016, the SCNPC promulgated the Cyber

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the occurrence of any incident endangering cyber security and take corresponding remedial measures.

Internet information service providers are also

required to maintain the integrity, confidentiality and availability of network data.

The Cyber Security Law reaffirms the basic principles

and requirements specified in other existing laws and regulations on personal data protection, such as the requirements on the collection,

use, processing, storage and disclosure of personal data, and internet information service providers being required to take technical

and other necessary measures to ensure the security of the personal information they have collected and prevent the personal information

from being divulged, damaged or lost.

Any violation of the Cyber Security Law may subject the internet information service provider to

warnings, fines, confiscation of illegal gains, revocation of licenses, cancellation of filings, shutdown of websites or criminal liabilities.

Internet information service providers are also required to maintain the

integrity, confidentiality and availability of network data.

The Cyber Security Law reaffirms the basic principles and requirements specified

in other existing laws and regulations on personal data protection, such as the requirements on the collection, use, processing, storage

and disclosure of personal data, and internet information service providers being required to take technical and other necessary measures

to ensure the security of the personal information they have collected and prevent the personal information from being divulged, damaged

Any violation of the Cyber Security Law may subject the internet information service provider to warnings, fines, confiscation

of illegal gains, revocation of licenses, cancellation of filings, shutdown of websites or criminal liabilities.

Furthermore, MIIT’s Rules on Protection

2 unchanged sentences

business operators and internet information service providers.

Regulations Relating to Asset Management

in Hong Kong.

The Securities and Futures Ordinance (Cap.

571) of Hong Kong, or the HKSFO, including its subsidiary legislation, is the principal legislation regulating the securities and futures

industry in Hong Kong, including the regulation of securities and futures markets and leveraged foreign exchange trading, the offering

of investments to the public in Hong Kong, and intermediaries and their conduct of regulated activities.

In particular, Part V of the

HKSFO and the relevant guidelines and codes issued by the HKSFC deal with licensing and registration matter.

The HKSFO is administered by the HKSFC, which

is the statutory regulatory body that governs the securities and futures markets and non-bank retail leveraged foreign exchange

market in Hong Kong.

The HKSFC is an independent statutory body

which administers the HKSFO and is responsible for regulating the securities and the futures industry in Hong Kong, including Brokers,

investment advisers, fund managers, and intermediaries carrying out the regulated activities as listed in “—Licensing Regime

Under the HKSFO—Types of Regulated Activities” below.

The HKSFC works to strengthen and protect the integrity and soundness

of Hong Kong’s securities and futures markets for the benefit of investors and the industry.

Licensing Regime Under the HKSFO

The functions of the HKSFC, as a gatekeeper

of standards for individuals and corporations seeking approval to enter into the securities and futures markets of Hong Kong, include

the following:

● grant licenses to those who

are appropriately qualified and can demonstrate their fitness and properness to be licensed under the HKSFO;

● maintain online a public register

of licensed persons and registered corporations;

● monitor the ongoing compliance

of licensing requirements by licensees, substantial shareholders of licensed corporations, and directors of licensed corporations;

● initiate policies on licensing

Regulations Relating to Pledged Assets and Rights in PRC

On January 1, 2021, the Civil Code of China took

effective which replaced the Guarantee Law, Contract Law, Property Law and General Provisions of Civil Law.

The credit control measures

used in supply chain finance business mostly are subject to the relevant provisions of the Civil Code.

Article 681 of the Civil Code

stipulates that a guarantee contract is a contract to ensure the realization of creditor’s rights.

The guarantor and the creditor

may agree when the debtor fails to pay its due debts or the event agreed by the parties occur, the guarantor shall pay the debts or bear

responsibility.

Article 696 of the Civil Code stipulates that if the creditor transfers all or part of the creditor’s rights without

notifying the guarantor, the transfer shall have no effect on the guarantor.

The guarantor and the creditor may agree to prohibit the

transfer of creditor’s rights.

Also, if the collateral lien is not registered, it cannot be used against a bona fide third party.

A bona fide third party means a buyer who has paid a reasonable price and obtained the property in normal business activities.

chain finance business, the bulk goods are usually used as collaterals for the financing and the pledge must be registered in order to

be used against the claim from a bona fide buyer.

Certain accounts receivable may be pledged pursuant to the Civil Code.

of the Civil Code stipulates that the debtor or a third party that has the disposal rights to the assets may pledge such assets, including

bills of exchange, promissory notes and cheques, bonds and certificates of deposit, warehouse receipt and bill of lading, etc.

On Implementation of Unified Registration of Tangible Assets and Rights Guarantees by the State Council became effective on January 1,

The types of tangible assets and right guarantees covered by the unified registration include production equipment, raw materials,

semi-finished products and products, accounts receivable, deposit certificate, warehouse receipt and bill of lading, finance lease and

factoring, etc.

The tangible assets and rights guarantee covered by the unified registration shall be registered by the parties through

the unified registration and publicity system of tangible assets financing under the credit investigation center of the People’s

Bank of China, and parties shall be responsible for the authenticity, integrity and legitimacy of the registered contents.

The registration

authority does not conduct substantive examination of the registered contents.

Regulations Relating to Intellectual Property in the PRC

The Trademark Law of the PRC was promulgated

in August 2013, which took effect in May 2014 (the “Trademark Law”), and was revised in 2019, and its implementation rules

protect registered trademarks.

The Trademark Office of National Intellectual Property Administration, PRC, formerly the PRC Trademark

Office of the State Administration of Market Regulation, is responsible for the registration and administration of trademarks throughout

The Trademark Law has adopted a “first-to-file” principle with respect to trademark registration.

Registered trademarks

are granted a valid term of ten years, which can be renewed each time for another ten years commencing from the day after the expiry

date of the last period of validity if the required renewal formalities have been completed.

Pursuant to the PRC Trademark Law, counterfeit

or unauthorized production of the label of another person’s registered trademark, or sale of any label that is counterfeited or

produced without authorization will be deemed as an infringement to the exclusive right to use a registered trademark.

The infringing

party will be ordered to stop the infringement immediately, a fine may be imposed, and the counterfeit goods will be confiscated.

infringing party may also be held liable for the right holder’s damages, which will be equal to the gains obtained by the infringing

party or the losses suffered by the right holder as a result of the infringement, including reasonable expenses incurred by the right

holder for stopping the infringement.

Regulations Relating

to Asset Management in Hong Kong.

The Securities and Futures

Ordinance (Cap.

571) of Hong Kong, or the HKSFO, including its subsidiary legislation, is the principal legislation regulating the securities

and futures industry in Hong Kong, including the regulation of securities and futures markets and leveraged foreign exchange trading,

the offering of investments to the public in Hong Kong, and intermediaries and their conduct of regulated activities.

In particular,

Part V of the HKSFO and the relevant guidelines and codes issued by the HKSFC deal with licensing and registration matter.

The HKSFO is administered

by the HKSFC, which is the statutory regulatory body that governs the securities and futures markets and non-bank retail leveraged

foreign exchange market in Hong Kong.

The HKSFC is an independent

statutory body which administers the HKSFO and is responsible for regulating the securities and the futures industry in Hong Kong, including

Brokers, investment advisers, fund managers, and intermediaries carrying out the regulated activities as listed in “—Licensing

Regime Under the HKSFO—Types of Regulated Activities” below.

The HKSFC works to strengthen and protect the integrity and

soundness of Hong Kong’s securities and futures markets for the benefit of investors and the industry.

Licensing Regime

Under the HKSFO

The functions of the

HKSFC, as a gatekeeper of standards for individuals and corporations seeking approval to enter into the securities and futures markets

of Hong Kong, include the following:

licenses to those who are appropriately qualified and can demonstrate their fitness and properness

to be licensed under the HKSFO;

maintain online a public register of licensed persons and registered

corporations;

monitor the ongoing compliance of licensing requirements by licensees,

substantial shareholders of licensed corporations, and directors of licensed corporations;

initiate policies on licensing issues.

The HKSFC operates a

3 unchanged sentences

155) of Hong Kong) and is:

● carrying on a business in a

regulated activity (or holding out as carrying on a regulated activity), or

● actively marketing, whether

in Hong Kong or from a place outside Hong Kong, to the public such services it provides, would constitute a regulatory activity if provided

in Hong Kong,

must be licensed by the HKSFC to carry out

that regulatory activity, unless one of the exemptions under the HKSFO applies.

In addition to the licensing requirements

on corporations, any individual who:

(i) performs any regulated function in relation to a regulated activity carried on as a business,

or (ii) holds himself out as performing such regulated activity, must be licensed separately under the HKSFO as a Licensed Representative

accredited to his principal.

carrying on a business in a regulated activity (or holding out as carrying

on a regulated activity), or

actively marketing, whether in Hong Kong or from a place outside Hong

Kong, to the public such services it provides, would constitute a regulatory activity if provided in Hong Kong,

must be licensed by

the HKSFC to carry out that regulatory activity, unless one of the exemptions under the HKSFO applies.

In addition to the licensing

requirements on corporations, any individual who:

(i) performs any regulated function in relation to a regulated activity carried

on as a business, or (ii) holds himself out as performing such regulated activity, must be licensed separately under the HKSFO as

a Licensed Representative accredited to his principal.

Types of Regulated Activities Under

The HKSFO provides a licensing regime under

which a person needs a license to carry on different types of regulated activities as specified in Schedule 5 of the HKSFO.

The different

types of regulated activities are set out as follows:

The HKSFO provides a

licensing regime under which a person needs a license to carry on different types of regulated activities as specified in Schedule 5

of the HKSFO.

The different types of regulated activities are set out as follows:

dealing in securities;

2 unchanged sentences

exchange trading;

advising on securities;

advising on futures

advising on corporate

futures contracts;

corporate finance;

providing automated

4 unchanged sentences

rating services;

Dealing in OTC

derivative products or advising on OTC derivative products;

OTC derivative products or advising on OTC derivative products;

Providing client

clearing services for OTC derivative transactions.

Type 12 regulated activity came into operation on September 1, 2016 pursuant to the Securities and Futures (Amendment) Ordinance

2014 (Commencement) Notice 2016 (L.N.

27 of 2016), in so far as it relates to paragraph (c) of the new definition of “excluded

services” in Part 2 of Schedule 5 to the HKSFO.

The licensing requirement with respect to Type 12 regulated activity is, as of the

date of this annual report, not yet in operation and the effective date will be appointed by the Hong Kong Secretary for Financial Services

and the Treasury by notice published in the Gazette.

of the date of this annual report, our subsidiary NTAM is licensed under the HKSFO to conduct the following regulated activities:

The Type 12 regulated

activity came into operation on September 1, 2016 pursuant to the Securities and Futures (Amendment) Ordinance 2014 (Commencement)

Notice 2016 (L.N.

27 of 2016), in so far as it relates to paragraph (c) of the new definition of “excluded services”

in Part 2 of Schedule 5 to the HKSFO.

The licensing requirement with respect to Type 12 regulated activity is, as of the date of this

annual report, not yet in operation and the effective date will be appointed by the Hong Kong Secretary for Financial Services and the

Treasury by notice published in the Gazette.

As of the date of this

annual report, our subsidiary NTAM is licensed under the HKSFO to conduct the following regulated activities:

Type of Regulated Activities

1 unchanged sentence

Type 4 and Type 9

(1) The following conditions are

currently imposed on the HKSFC license of NTAM:

● The licensee shall only provide

services to professional investors.

The following conditions are currently imposed on the HKSFC license

The licensee shall only provide services to professional investors.

The term “professional investor” is as defined in the HKSFO and its subsidiary legislation.

● The licensee shall not hold

client assets.

The terms “hold” and “client assets” are as defined under the HKSFO.

The licensee shall not hold client assets.

The terms “hold”

and “client assets” are as defined under the HKSFO.

Licensed Corporation

2 unchanged sentences

of Hong Kong.

The licensed corporation has to satisfy the HKSFC that it has proper business structure, good internal control systems and

qualified personnel to ensure the proper management of risks that it will encounter in carrying on the proposed regulated activities as

detailed in its business plan submitted to the HKSFC.

Detailed guidelines to meet the requirements and expectations of the HKSFC are contained

in the following publications of the HKSFC:

The licensed corporation has to satisfy the HKSFC that it has proper business structure, good internal control systems

and qualified personnel to ensure the proper management of risks that it will encounter in carrying on the proposed regulated activities

as detailed in its business plan submitted to the HKSFC.

Detailed guidelines to meet the requirements and expectations of the HKSFC are

contained in the following publications of the HKSFC:

“Guidelines on Competence”;

● “the Code of Conduct

for Persons Licensed by or Registered with the Securities and Futures Commission,” or the Code of Conduct;

● “the Management, Supervision

and Internal Control Guidelines for Persons Licensed by or Registered with the HKSFC”;

● “Corporate Finance Adviser

Code of Conduct”;

● “Fund Manager Code of

“the Code of Conduct for Persons Licensed by or Registered with

the Securities and Futures Commission,” or the Code of Conduct;

“the Management, Supervision and Internal Control Guidelines

for Persons Licensed by or Registered with the HKSFC”;

“Corporate Finance Adviser Code of Conduct”;

“Fund Manager Code of Conduct.”

Responsible Officers

6 unchanged sentences

of a licensed corporation, it should have at least one responsible officer available at all times to supervise the business.

Qualification and Experience Required for

Being a Responsible Officer

Qualification and Experience Required

for Being a Responsible Officer

A person who intends

7 unchanged sentences

is required to designate certain individuals as MICs and provide to the HKSFC information about its MICs and their reporting lines.

are individuals appointed by a licensed corporation to be principally responsible, either alone or with others, for managing each of the

following eight core functions of the licensed corporation:

(a) overall management oversight;

(b) key business lines;

(d) risk management;

(e) finance and accounting;

(f) information technology;

(g) compliance;

(h) anti-money laundering and counter-terrorist

are individuals appointed by a licensed corporation to be principally responsible, either alone or with others, for managing each of

the following eight core functions of the licensed corporation:

overall management oversight;

key business lines;

operational control and review;

risk management;

finance and accounting;

information technology;

anti-money laundering and counter-terrorist financing.

The management structure

of a licensed corporation (including its appointment of MICs) should be approved by the board of the licensed corporation.

The board should

ensure that each of the licensed corporation’s MICs has acknowledged his or her appointment as MIC and the particular core function(s)

for which he or she is principally responsible.

should ensure that each of the licensed corporation’s MICs has acknowledged his or her appointment as MIC and the particular core

function(s) for which he or she is principally responsible.

Fit and Proper Requirement

Persons who apply for licenses under the HKSFO

must satisfy and continue to satisfy after the grant of such licenses by the HKSFC that they are fit and proper persons to be so licensed.

Persons who apply for

licenses under the HKSFO must satisfy and continue to satisfy after the grant of such licenses by the HKSFC that they are fit and proper

persons to be so licensed.

Generally, a fit and proper person means one who is financially sound, competent, honest, reputable, and reliable.

Section 129(1) of the HKSFO sets out

a number of matters that the HKSFC shall have regard to in assessing the fitness and properness of a person, an individual, corporation,

or institution, which includes:

Section 129(1)

of the HKSFO sets out a number of matters that the HKSFC shall have regard to in assessing the fitness and properness of a person, an

individual, corporation, or institution, which includes:

financial status or solvency;

● educational or other qualifications

or experience having regard to the nature of the functions to be performed;

● ability to carry on the regulated

activity concerned competently, honestly, and fairly;

● reputation, character, reliability,

and financial integrity of the applicant and other relevant persons as appropriate.

The above fit and proper criteria serve as

the fundamental basis when the HKSFC considers each license or registration application.

Detailed guidelines are contained in “the

Fit and Proper Guidelines,” “the Licensing Information Booklet,” and “the Guidelines on Competence” published

by the HKSFC.

educational or other qualifications or experience having regard to

the nature of the functions to be performed;

ability to carry on the regulated activity concerned competently, honestly,

reputation, character, reliability, and financial integrity of the

applicant and other relevant persons as appropriate.

The above fit and proper

criteria serve as the fundamental basis when the HKSFC considers each license or registration application.

Detailed guidelines are contained

in “the Fit and Proper Guidelines,” “the Licensing Information Booklet,” and “the Guidelines on Competence”

published by the HKSFC.

The Fit and Proper Guidelines

apply to a number of persons including the following:

● an individual who applies for

license or is licensed under Part V of the HKSFO;

● a licensed representative who

applies for approval or is approved as a responsible officer under Part V of the HKSFO;

● a corporation which applies

for license or is licensed under Part V of the HKSFO;

● an authorized financial institution

which applies for registration or is registered under Part V of the HKSFO;

● an individual whose name is

to be or is entered in the register maintained by the Hong Kong Monetary Authority under section 20 of the Banking Ordinance (Cap.

an individual who applies for license or is licensed under Part V of

a licensed representative who applies for approval or is approved as

a responsible officer under Part V of the HKSFO;

a corporation which applies for license or is licensed under Part V

of the HKSFO;

an authorized financial institution which applies for registration

or is registered under Part V of the HKSFO;

an individual whose name is to be or is entered in the register maintained

by the Hong Kong Monetary Authority under section 20 of the Banking Ordinance (Cap.

155) of Hong Kong;

● an individual who applies to

be or has been given consent to act as an executive director of a registered institution under section 71C of the Banking Ordinance (Cap.

an individual who applies to be or has been given consent to act as

an executive director of a registered institution under section 71C of the Banking Ordinance (Cap.

155 of Hong Kong).

Section 129(2) of

the HKSFO empowers the HKSFC to take into consideration any of the following in considering whether a person is fit and proper:

● decisions made by such relevant

authorities as stated in section 129(2)(a) of the HKSFO or any other authority or regulatory organization, whether in Hong Kong or elsewhere,

in respect of that person;

● in the case of a corporation,

any information relating to:

○ any other corporation within

the group of companies;

○ any substantial shareholder

or officer of the corporation or of any of its group companies;

● in the case of a corporation

licensed under section 116 or 117 of the HKSFO or registered under section 119 of the HKSFO or an application for such license or registration:

○ any information relating to

any other person who will be acting for or on its behalf in relation to the regulated activity;

○ whether the person has established

effective internal control procedures and risk management systems to ensure its compliance with all applicable regulatory requirements

under any of the relevant provisions;

● in the case of a corporation

licensed under section 116 or section 117 of the HKSFO or an application for the license, any information relating to any person who

is or to be employed by, or associated with, the person for the purposes of the regulated activity;

● the state of affairs of any

other business which the person carries on or proposes to carry on.

Section 129(2)

of the HKSFO empowers the HKSFC to take into consideration any of the following in considering whether a person is fit and proper:

decisions made by such relevant authorities as stated in section 129(2)(a)

of the HKSFO or any other authority or regulatory organization, whether in Hong Kong or elsewhere, in respect of that person;

in the case of a corporation, any information relating to:

any other corporation within the group of companies;

any substantial shareholder or officer of the corporation or of any

of its group companies;

in the case of a corporation licensed under section 116 or 117 of the

HKSFO or registered under section 119 of the HKSFO or an application for such license or registration:

any information relating to any other person who will be acting for

or on its behalf in relation to the regulated activity;

whether the person has established effective internal control procedures

and risk management systems to ensure its compliance with all applicable regulatory requirements under any of the relevant provisions;

in the case of a corporation licensed under section 116 or section

117 of the HKSFO or an application for the license, any information relating to any person who is or to be employed by, or associated

with, the person for the purposes of the regulated activity;

the state of affairs of any other business which the person carries

on or proposes to carry on.

The HKSFC is obliged

to refuse an application to be licensed if the applicant fails to satisfy the HKSFC that the applicant is a fit and proper person to be

to refuse an application to be licensed if the applicant fails to satisfy the HKSFC that the applicant is a fit and proper person to

The onus is on the applicant to make out a case that the applicant is fit and proper to be licensed for the regulated activity.

Continuing Obligations of Licensed Corporations

Licensed corporations, licensed representatives,

and responsible officers must remain fit and proper as defined under the HKSFO at all times.

They are required to comply with all applicable

provisions of the HKSFO and its subsidiary rules and regulations as well as the codes and guidelines issued by the HKSFC.

Outlined below are some of the key continuing

obligations of the licensed corporations within the Group under the HKSFO:

● maintenance of minimum paid-up share

capital and liquid capital, and submission of financial returns to the HKSFC in accordance with the requirements under the Securities

and Futures (Financial Resources) Rules (as discussed in more detail below);

● maintenance of segregated account(s),

and custody and handling of client securities in accordance with the requirements under the Securities and Futures (Client Securities)

Rules (Chapter 571H of the Laws of Hong Kong);

● maintenance of segregated account(s),

and holding and payment of client money in accordance with the requirements under the Securities and Futures (Client Money) Rules (Chapter

571I of the Laws of Hong Kong);

● maintenance of proper records

in accordance with the requirements prescribed under the Securities and Futures (Keeping of Records) Rules (Chapter 571O of the Laws

Licensed corporations,

licensed representatives, and responsible officers must remain fit and proper as defined under the HKSFO at all times.

They are required

to comply with all applicable provisions of the HKSFO and its subsidiary rules and regulations as well as the codes and guidelines issued

by the HKSFC.

Outlined below are some

of the key continuing obligations of the licensed corporations within the Group under the HKSFO:

maintenance of minimum paid-up share capital and liquid capital,

and submission of financial returns to the HKSFC in accordance with the requirements under the Securities and Futures (Financial

Resources) Rules (as discussed in more detail below);

maintenance of segregated account(s), and custody and handling of client

securities in accordance with the requirements under the Securities and Futures (Client Securities) Rules (Chapter 571H of the Laws

of Hong Kong);

● maintenance of insurance against

specific risks for specified amounts in accordance with the requirements under the Securities and Futures (Insurance) Rules (Chapter

571AI of the Laws of Hong Kong);

● payment of annual fees and

submission of annual returns to the HKSFC within one month after each anniversary date of the license;

● implementation of appropriate

policies and procedures relating to client acceptance, client due diligence, record keeping, identification, and reporting of suspicious

transactions and staff screening, education, and training in accordance with the requirements under the Guideline on Anti-Money Laundering

and Counter-Terrorist Financing issued by the HKSFC;

maintenance of segregated account(s), and holding and payment of client

money in accordance with the requirements under the Securities and Futures (Client Money) Rules (Chapter 571I of the Laws of Hong

maintenance of proper records in accordance with the requirements prescribed

under the Securities and Futures (Keeping of Records) Rules (Chapter 571O of the Laws of Hong Kong);

maintenance of insurance against specific risks for specified amounts

in accordance with the requirements under the Securities and Futures (Insurance) Rules (Chapter 571AI of the Laws of Hong Kong);

payment of annual fees and submission of annual returns to the HKSFC

within one month after each anniversary date of the license;

implementation of appropriate policies and procedures relating to client

acceptance, client due diligence, record keeping, identification, and reporting of suspicious transactions and staff screening, education,

and training in accordance with the requirements under the Guideline on Anti-Money Laundering and Counter-Terrorist Financing issued

by the HKSFC;

Obligation for substantial shareholders

person shall, in relation to a corporation, be regarded as a substantial shareholder of the corporation if he, either alone or with any

of his associates—

(a) has an interest in shares in

A person shall, in relation

to a corporation, be regarded as a substantial shareholder of the corporation if he, either alone or with any of his associates—

has an interest in shares in the corporation—

the aggregate number of which shares is equal to more than 10% of the

total number of issued shares of the corporation;

which entitles the person, either alone or with any of his associates

and either directly or indirectly, to exercise or control the exercise of more than 10% of the voting power at general meetings of

the corporation;

(i) the aggregate number of which

shares is equal to more than 10% of the total number of issued shares of the corporation;

(ii) which entitles the person,

either alone or with any of his associates and either directly or indirectly, to exercise or control the exercise of more than 10% of

the voting power at general meetings of the corporation;

(b) holds shares in any other corporation

which entitles him, either alone or with any of his associates and either directly or indirectly, to exercise or control the exercise

of 35% or more of the voting power at general meetings of the other corporation, or of a further corporation, which is itself entitled,

either alone or with any of its associates and either directly or indirectly, to exercise or control the exercise of more than 10% of

the voting power at general meetings of the corporation.

holds shares in any other corporation which entitles him, either alone

or with any of his associates and either directly or indirectly, to exercise or control the exercise of 35% or more of the voting

power at general meetings of the other corporation, or of a further corporation, which is itself entitled, either alone or with any

of its associates and either directly or indirectly, to exercise or control the exercise of more than 10% of the voting power at

general meetings of the corporation.

A person shall be regarded

2 unchanged sentences

or with any of his associates, to exercise or control the exercise of 35% or more of the voting power at general meetings of the further

corporation which is itself entitled, either alone or with any of its associates, to exercise or control the exercise of 35% or more of

the voting power at general meetings of the first-mentioned corporation.

corporation which is itself entitled, either alone or with any of its associates, to exercise or control the exercise of 35% or more

of the voting power at general meetings of the first-mentioned corporation.

Under section 132 of

5 unchanged sentences

shareholder of the licensed corporation.

An application to the HKSFC regarding the change of the substantial

shareholder of NTAM to Future FinTech (Hong Kong) Limited was approved by the HKSFC on June 17, 2021.

An application to the

HKSFC regarding the change of the substantial shareholder of NTAM to Future FinTech (Hong Kong) Limited was approved by the HKSFC on

June 17, 2021.

Supervision by the HKSFC

HKSFC supervises licensed corporations and

intermediaries operating in the market.

HKSFC conducts on-site inspections and off-site monitoring to ascertain and

supervise intermediaries’ business conduct and compliance with relevant regulatory requirements and to assess and monitor the financial

soundness of intermediaries.

HKSFC supervises licensed

corporations and intermediaries operating in the market.

HKSFC conducts on-site inspections and off-site monitoring

to ascertain and supervise intermediaries’ business conduct and compliance with relevant regulatory requirements and to assess

and monitor the financial soundness of intermediaries.

Disciplinary Power of the HKSFC

4 unchanged sentences

the same type of regulated person (sections 194 and 196 of the HKSFO).

● revocation or suspension of

a license or a registration;

● revocation or suspension of

part of a license or registration in relation to any of the regulated activities for which a regulated person is licensed or registered;

● revocation or suspension of

the approval granted to a responsible officer;

● public or private reprimand

on a regulated person;

● prohibition of a regulated

person from applying to be licensed or registered or to be approved as a responsible officer;

● prohibition of a regulated

person from applying to be given consent to act or continue to act as an executive officer of a registered institution;

● prohibition of a regulated

person from re-entry to be licensed or registered;

● pecuniary penalty of not exceeding

the amount of HK$10 million or three times the amount of the profit gained or loss avoided as a result of the misconduct.

Regulations Relating to Pledged Assets and Rights in PRC

On January 1, 2021, the Civil Code of China took effective which replaced

the Guarantee Law, Contract Law, Property Law and General Provisions of Civil Law.

The credit control measures used in supply chain finance

business mostly are subject to the relevant provisions of the Civil Code.

Article 681 of the Civil Code stipulates that a guarantee contract

is a contract to ensure the realization of creditor's rights.

The guarantor and the creditor may agree when the debtor fails to pay its

due debts or the event agreed by the parties occur, the guarantor shall pay the debts or bear responsibility.

Article 696 of the Civil

Code stipulates that if the creditor transfers all or part of the creditor's rights without notifying the guarantor, the transfer shall

have no effect on the guarantor.

The guarantor and the creditor may agree to prohibit the transfer of creditor's rights.

collateral lien is not registered, it cannot be used against a bona fide third party.

A bona fide third party means a buyer who has paid

a reasonable price and obtained the property in normal business activities.

In supply chain finance business, the bulk goods are usually

used as collaterals for the financing and the pledge must be registered in order to be used against the claim from a bona fide buyer.

Certain accounts receivable may be pledged pursuant to the Civil Code.

Article 440 of the Civil Code stipulates that the debtor or a third

party that has the disposal rights to the assets may pledge such assets, including bills of exchange, promissory notes and cheques, bonds

and certificates of deposit, warehouse receipt and bill of lading, etc.

The Decision On Implementation of Unified Registration of Tangible

Assets and Rights Guarantees by the State Counsel became effective on January 1, 2021.

The types of tangible assets and right guarantees

covered by the unified registration include production equipment, raw materials, semi-finished products and products, accounts receivable,

deposit certificate, warehouse receipt and bill of lading, finance lease and factoring, etc.

The tangible assets and rights guarantee

covered by the unified registration shall be registered by the parties through the unified registration and publicity system of tangible

assets financing under the credit investigation center of the People's Bank of China, and parties shall be responsible for the authenticity,

integrity and legitimacy of the registered contents.

The registration authority does not conduct substantive examination of the registered

Regulations Relating to Intellectual Property in the PRC

The Trademark Law of the PRC was promulgated

in August 2013, which took effect in May 2014 (the “Trademark Law”), and was revised in 2019, and its implementation rules

protect registered trademarks.

The Trademark Office of National Intellectual Property Administration, PRC, formerly the PRC Trademark

Office of the State Administration of Market Regulation, is responsible for the registration and administration of trademarks throughout

The Trademark Law has adopted a “first-to-file” principle with respect to trademark registration.

Registered trademarks

are granted a valid term of ten years, which can be renewed each time for another ten years commencing from the day after the expiry

date of the last period of validity if the required renewal formalities have been completed.

Pursuant to the PRC Trademark Law, counterfeit

or unauthorized production of the label of another person’s registered trademark, or sale of any label that is counterfeited or

produced without authorization will be deemed as an infringement to the exclusive right to use a registered trademark.

The infringing

party will be ordered to stop the infringement immediately, a fine may be imposed, and the counterfeit goods will be confiscated.

infringing party may also be held liable for the right holder’s damages, which will be equal to the gains obtained by the infringing

party or the losses suffered by the right holder as a result of the infringement, including reasonable expenses incurred by the right

holder for stopping the infringement.

revocation or suspension of a license or a registration;

revocation or suspension of part of a license or registration in relation

to any of the regulated activities for which a regulated person is licensed or registered;

revocation or suspension of the approval granted to a responsible officer;

public or private reprimand on a regulated person;

prohibition of a regulated person from applying to be licensed or registered

or to be approved as a responsible officer;

prohibition of a regulated person from applying to be given consent

to act or continue to act as an executive officer of a registered institution;

prohibition of a regulated person from re-entry to be licensed

or registered;

pecuniary penalty of not exceeding the amount of HK$10 million

or three times the amount of the profit gained or loss avoided as a result of the misconduct.

Regulations Relating

to Money Transfer in UK.

The Financial Conduct Authority (FCA) - The FCA

is the main regulator for money transfer business in the UK.

It is responsible for authorizing and supervising money transfer business

that provide payment services, including money transfer services.

The FCA sets out the regulatory requirements for money transfer business

in the Payment Services Regulations 2017 (PSR 2017) and the Electronic Money Regulations 2011 (EMR).

Her Majesty’s Revenue and Customs (HMRC) - HMRC

is responsible for supervising money transfer business that are not authorized by the FCA but are required to register with HMRC for anti-money

laundering purposes.

HMRC sets out the regulatory requirements for money transfer business in the Money Laundering Regulations 2017 (MLR

While the FCA and HMRC are the main regulators

for money transfer business in the UK, there may be other regulators that money transfer business needs to comply with depending on their

specific activities.

For example, if a money transfer business also provides currency exchange services, it may be subject to additional

regulations from the Financial Conduct Authority or HM Revenue & Customs.

The MIIT promulgated the Measures on Administration

7 unchanged sentences

The applicants will become the holder of such domain names upon the completion of the registration procedure.

The PRC Copyright Law, or the Copyright Law,

which took effect on June 1, 1991 and was amended in 2001 and 2010, provides that Chinese citizens, legal persons, or other organizations

shall, whether published or not, own copyright in their copyrightable works, which include, among other things, works of literature,

art, natural science, social science, engineering technology and computer software.

the right of publication, right of authorship and right of reproduction.

The Copyright Law extends copyright protection to Internet activities,

products disseminated over the Internet and software products.

In addition, the Copyright Law provides for a voluntary registration system

administered by the China Copyright Protection Center, or the CPCC.

According to the Copyright Law, an infringer of copyrights shall

be subject to various civil liabilities, which include ceasing infringement activities, apologizing to the copyright owners and compensating

the loss of copyright owner.

Infringers of copyright may also be subject to fines and/or administrative or criminal liabilities in severe

Pursuant to the Computer

Software Copyright Protection Regulations promulgated by the State Council on December 20, 2001 and amended on January 30, 2013, Chinese

citizens, legal persons and other organizations shall enjoy copyright on software they develop, regardless of whether the software is

released publicly.

Software copyright commences from the date on which the development of the software is completed.

The protection period

for software copyright of a legal person or other organizations shall be 50 years, concluding on December 31 of the 50th year after the

software’s initial release.

The software copyright owner may go through the registration formalities with a software registration

authority recognized by the State Council’s copyright administrative department.

The software copyright owner may authorize others

to exercise that copyright, and is entitled to receive remuneration.

The Trademark Law of the PRC promulgated in August

2013 which took effect in May 2014 (the “Trademark Law”), and revised in 2019, and its implementation rules protect registered

The Trademark Office of National Intellectual Property Administration, PRC, formerly the PRC Trademark Office of the State

Administration of Market Regulation is responsible for the registration and administration of trademarks throughout the PRC.

The Trademark

Law has adopted a “first-to-file” principle with respect to trademark registration.

Where registration is sought for

a trademark that is identical or similar to another trademark which has already been registered or given preliminary examination and

approval for use in the same or similar category of commodities or services, such application for registration of this trademark may

Trademark registrations are effective for a renewable ten-year period, unless otherwise revoked.

In accordance with the Copyright Law of the PRC

promulgated by the SCNPC on September 7, 1990, amended on February 26, 2010 and November 11, 2020, Chinese citizens, legal persons or

other entities own the copyright in their works whether published or not, including written works, oral works, music, comedy, arts of

talking and singing, dance and acrobatics, work of art and architecture work, photographic works, cinematographic work and work created

by the method similar to the film production method;

engineering design drawing, product design drawing, map, sketch and other graphic

works and model works, computer software and other works specified by laws and administrative regulations.

The rights a copyright owner

has include but not limited to the following rights of the person and property rights:

the right of publication, right of authorship,

right of modification, right of integrity, right of reproduction, distribution right, rental right, right of network communication, translation

right and right of compilation.

In accordance with the Regulations on the Protection

of Computer Software promulgated by the State Council on December 20, 2001 and last amended on January 30, 2013, Chinese citizens, legal

persons or other entities own the copyright, including the right of publication, right of authorship, right of modification, right of

reproduction, distribution right, rental right, right of network communication, translation right and other rights software copyright

owners shall have in software developed by them, regardless of whether it has been published.

In accordance with the Measures for the Registration

of Computer Software Copyright promulgated by the National Copyright Administration on April 6, 1992 and last amended on February 20,

2002, software copyrights, exclusive licensing contracts for software copyrights and software copyright transfer contracts shall be registered,

and the National Copyright Administration shall be the competent authority for the administration of software copyright registration

and designates the Copyright Protection Center of China as a software registration authority.

The Copyright Protection Center of China

shall grant a registration certification to a computer software copyright applicant who complies with regulations.

Under the Copyright

Law, the term of protection for copyrighted software is 50 years.

Intellectual Property

The Company previously had 10 trademarks in China,

including Hedetang, SkyPeople, Qianmeiduo, VCFruits King, ZhenGuoShu, ZhenMiHouTao, ZhenSangshen, ZhenShiLiu, Quangou, FullMart.

these trademarks are owned by the subsidiaries of HeDeTang HK and were transferred with HeDeTang HK to New Continent International Co.,

on February 27, 2020.

Company currently has 34 registered Internet Domain names, including hedejiachuan.com, intervalue.vip, intervalue.net.cn, intervalue.com.cn,

intervalue.cc, intervalue.ltd, intervalue.top, ftex.ltd, ftex.net.cn, ftex.vip, ftex.top, ftex.cc, dcon.top, dconpay.com, dconio.com,

digipay.ink, digipay.vip, globalkey.vip, globalkey.shop, globalkey.store, digipay.net.cn, digipay.ltd, globalkey.net.cn, globalkey.cc,

globalkey.top, ftft.top, ftftex.com, ftft.com, ftftbank.com, mftftpay.com, inuteam.com,ftftx.com,ftftcapital.com,ftftorbit.com,ftftdigitalcapital.com.

All these Domain names are owned by the subsidiaries of the Company.

The Company currently

has 34 registered Internet Domain names, including hedejiachuan.com, intervalue.vip, intervalue.net.cn, intervalue.com.cn, intervalue.cc,

intervalue.ltd, intervalue.top, ftex.ltd, ftex.net.cn, ftex.vip, ftex.top, ftex.cc, dcon.top, dconpay.com, dconio.com, digipay.ink, digipay.vip,

globalkey.vip, globalkey.shop, globalkey.store, digipay.net.cn, digipay.ltd, globalkey.net.cn, globalkey.cc, globalkey.top, ftft.top,

ftftex.com, ftft.com, ftftbank.com, mftftpay.com, inuteam.com,ftftx.com,ftftcapital.com,ftftorbit.com,ftftdigitalcapital.com.

Domain names are owned by the subsidiaries of the Company.

The Company owns copyrights

10 unchanged sentences

(x) a blockchain real-name authentication and legal responsibility

FTFT UK owns the software for its financial app and FTFT Capital Investments L.L.C.

FTFT UK Limited owns the software for its financial app and FTFT Capital Investments L.L.C.

owns the software for its marketing

19 unchanged sentences

have followed local government orders to prevent the spread of COVID-19.

As of December 31, 2021, we had 71 full-time employees and 17 part-time

employees, among which 31 are located in the PRC, 18 are located in Hong Kong, 10 are located in the United States, 11 are located in

United Kingdom and 18 are located in Dubai.

None of our employees are covered by a collective bargaining agreement as of the date of this

We consider our relationships with our employees to be good.

As of December 31, 2022, we had 80 full-time

employees and 25 part-time employees, among which 49 are located in the PRC, 19 are located in Hong Kong, 12 are located in the

United States, 10 are located in United Kingdom and 9 are located in Dubai and 6 are located in Paraguay.

None of our employees are

covered by a collective bargaining agreement as of the date of this Report.

We consider our relationships with our employees to be

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business