What changed in this filing

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Item 1A. Risk Factors

2023-04-19 compared with 2022-04-15 · 674 added, 491 removed, 627 unchanged (65% of the section changed)

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such as the COVID-19 pandemic may negatively affect our operations and financial results.

In recent years, there have been outbreaks of epidemics in various

countries, including China.

Recently, there was an outbreak of a novel strain of coronavirus (COVID-19), which has been spread rapidly

to many parts of the world, including China, Hong Kong and the U.S.

In March 2020, the World Health Organization declared COVID-19 a pandemic.

The COVID-19 pandemic has resulted in, among other things, quarantines, travel restrictions, and the temporary closure of office buildings

and facilities in China, Hong Kong and in the U.S.

In recent years, there have been outbreaks of

epidemics in various countries, including China.

Recently, there was an outbreak of a novel strain of coronavirus (COVID-19), which has

been spread rapidly to many parts of the world, including China, Hong Kong and the U.S.

In March 2020, the World Health Organization

declared COVID-19 a pandemic.

The COVID-19 pandemic has resulted in, among other things, quarantines, travel restrictions, and the temporary

closure of office buildings and facilities in China, Hong Kong and in the U.S.

A large part of our revenues are generated in

Consequently, our results of operations have been and may continue to be adversely affected, to the extent that COVID-19 harms

the Chinese and global economy.

Any potential 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 COVID-19 and the actions taken by government authorities and other entities to

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

Potential impacts include, but are not limited to,

the following:

China and Hong Kong.

Consequently, our results of operations have been and may continue to be adversely affected, to the extent that

COVID-19 harms the Chinese, Hong Kong and global economy.

Any potential 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 COVID-19 and the actions taken by government

authorities and other entities to contain COVID-19 or treat its impact, almost all of which are beyond our control.

Potential impacts

include, but are not limited to, the following:

temporary closure of offices, travel restrictions or suspension of

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could adversely impact our business and results of operations, including causing our suppliers unable to provide products for a period

of time or materially delay delivery to customers, which may also lead to loss of customers, as well as reputational, competitive and

business harm to us;

of time or materially delay delivery to customers, which may also lead to loss of customers, as well as reputational, competitive

and business harm to us;

The Company’s promotion strategy for our e-commerce platform

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Chinese government put a restriction on large gatherings and these restrictions has made CCM Shopping Mall and NONOGIRL difficult

to recruit new members and the Company has to suspend NONOGIRL platform and change business model of CCM Shopping Mall.

to recruit new members and the Company has to close NONOGIRL platform and change business model of CCM Shopping Mall.

The global stock markets may experience, significant decline from the

COVID-19 outbreak, which could materially adversely affect our stock price.

Because of the uncertainty surrounding the COVID-19 outbreak, the future

impact related to the outbreak and potential resurgence as well as the local and global response cannot be reasonably estimated at this

There have been outbreaks of Omicron variant in Xi’an city, Hong Kong and Shanghai city during the first quarter of 2022 which

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

Because of the uncertainty surrounding the COVID-19

outbreak, the future impact related to the outbreak and potential resurgence as well as the local and global response cannot be reasonably

estimated at this time.

There have been outbreaks of Omicron variant in various cities in China 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 global economy has

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to have an adverse effect on our customers’ spending on our products and services.

The worldwide economy remains volatile and may have entered in global

The adverse effect of a sustained international economic downturn, including sustained periods of decreased spending, high

unemployment levels, declining consumer or business confidence and continued volatility and disruption in the credit and capital markets,

would likely result in reduced demand for our products and services.

To the extent an international economic downturn develops, we could

experience a reduction in sales volume.

If we are unable to reduce our operating costs and expenses proportionately, many of which are

fixed, our results of operations would be adversely affected.

The worldwide economy remains volatile and may

have entered in global recession.

The adverse effect of a sustained international economic downturn, including sustained periods of decreased

spending, high unemployment levels, declining consumer or business confidence and continued volatility and disruption in the credit and

capital markets, would likely result in reduced demand for our products and services.

To the extent an international economic downturn

develops, we could experience a reduction in sales volume.

If we are unable to reduce our operating costs and expenses proportionately,

many of which are fixed, our results of operations would be adversely affected.

The supply chain financing service industry

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at all, our business, financial condition, results of operations and prospects may be materially and adversely affected.

The supply chain financing service industry is increasingly

competitive in China.

If we fail to compete effectively, we may lose our customers and partners, which could materially and adversely

affect our business, financial condition and results of operations.

The supply chain financing service industry

is increasingly competitive in China.

If we fail to compete effectively, we may lose our customers and partners, which could materially

and adversely affect our business, financial condition and results of operations.

The supply chain financing service industry in

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affect our business, financial condition and results of operations.

Our supply chain finance business faces various risk in its operation,

including (i) risk of failure to collect our receivables in time after the delivery of commodities;

(ii) risk of unable to supply the

commodity according to the contract requirements such as issues of quality and/or quantity of goods.

If we fail to control such risk and

strictly implement our new supplier and client evaluation standards as well as the background investigation for our risk control, we might

not receive payment for the goods delivered or lose control of the title of the goods or breach contracts to supply goods according to

its terms, which will materially and adversely affect our business, financial condition and results of operations.

Also, if the market

for commodities fluctuates sharply, our downstream customers might default on their purchase obligation and cause losses to us.

Our supply chain finance

business faces various risk in its operation, including (i) risk of failure to collect our receivables in time after the delivery of

(ii) risk of unable to supply the commodity according to the contract requirements such as issues of quality and/or quantity

If we fail to control such risk and strictly implement our new supplier and client evaluation standards as well as the background

investigation for our risk control, we might not receive payment for the goods delivered or lose control of the title of the goods or

breach contracts to supply goods according to its terms, which will materially and adversely affect our business, financial condition

and results of operations.

Also, if the market for commodities fluctuates sharply, our downstream customers might default on their purchase

obligation and cause losses to us.

The asset management

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reputation, client relationships, operations and prospects.

NTAM provides asset and wealth management service to clients.

Neither the principal nor the return of the asset management products

that NTAM has provided its services on is guaranteed by NTAM.

As such, NTAM generally does not bear any liabilities for any loss to capital

invested in the products.

However, despite related risk warnings and disclaimers, the investors may attempt to hold NTAM responsible for

their losses and terminate their business with us, which could harm our reputation and result in reduced business.

In addition, although

NTAM has implemented transparent disclosure policies, such policies and procedures may not be fully effective.

If NTAM or its customer

service personnel are found to have engaged in misconduct or negligent in providing their services, NTAM may be held responsible when

the investors incur losses, and our reputation, client relationships, business and prospects will be materially and adversely affected.

NTAM provides asset

and wealth management service to clients.

Neither the principal

nor the return of the asset management products that NTAM has provided its services on is guaranteed by NTAM.

As such, NTAM generally

does not bear any liabilities for any loss to capital invested in the products.

However, despite related risk warnings and disclaimers,

the investors may attempt to hold NTAM responsible for their losses and terminate their business with us, which could harm our reputation

and result in reduced business.

In addition, although NTAM has implemented transparent disclosure policies, such policies and procedures

may not be fully effective.

If NTAM or its customer service personnel are found to have engaged in misconduct or negligent in providing

their services, NTAM may be held responsible when the investors incur losses, and our reputation, client relationships, business and

prospects will be materially and adversely affected.

Our operations

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is dependent, to a large extent, on the continued services of NTAM’s senior management, especially Mr.

Siu Kei Chan, the Chief Executive

Officer of NTAM.

Siu Kei Chan, the Chief

Executive Officer of NTAM.

If NTAM loses the services of Mr.

Chan, it needs to promptly hire an experienced professional from the market, otherwise

it may not be able to execute its existing business strategy effectively, or we may have to change our current business direction.

disruptions to our business may take up significant energy and resources of the Company, and materially and adversely affect our future

Chan, it needs to promptly hire an experienced professional from the market,

otherwise it may not be able to execute its existing business strategy effectively, or we may have to change our current business direction.

Such disruptions to our business may take up significant energy and resources of the Company, and materially and adversely affect our

future prospects.

Moreover, NTAM daily

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on our operating results.

As part of our business strategy, we review

acquisition and strategic investment prospects that we believe would complement our current product and service offerings, augment our

market coverage, enhance our technological capabilities or otherwise offer growth opportunities.

From time to time, we review investments

in new business and we expect to make investments in, and to acquire, business, products or technologies in the future.

We are in the

process to complete an acquisition of a money transfer company in UK, which is expected to close during the first half of this year.

In the event of any future acquisitions, we may expend significant cash, incur substantial debt and/or issue equity securities and dilute

the percentage ownership of current shareholders, all of which could have a material adverse effect on our operating results and the

price of our stock.

We cannot guarantee that we will be able to successfully integrate any business, products, technologies or personnel

that we may acquire in the future, and our failure to do so could have a material adverse effect on our business, operating results and

financial condition.

As part of our business strategy, we review acquisition

and strategic investment prospects that we believe would complement our current product and service offerings, augment our market coverage,

enhance our technological capabilities or otherwise offer growth opportunities.

From time to time, we review investments in new business

and we expect to make investments in, and to acquire, business, products or technologies in the future.

We are in the process to complete

an acquisition of a money transfer company in UK, which is expected to close during the first half of this year.

In the event of any

future acquisitions, we may expend significant cash, incur substantial debt and/or issue equity securities and dilute the percentage

ownership of current shareholders, all of which could have a material adverse effect on our operating results and the price of our stock.

We cannot guarantee that we will be able to successfully integrate any business, products, technologies or personnel that we may acquire

in the future, and our failure to do so could have a material adverse effect on our business, operating results and financial condition.

We may not be able to prevent others from

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adversely affect the development of our blockchain related business.

Regulation of digital assets, cryptocurrencies, crypto mining, blockchain

technologies, and the blockchain platform we are developing is currently undeveloped and likely to rapidly evolve as government agencies

take greater interest in them.

Regulation also varies significantly among international, federal, state and local jurisdictions and is

subject to significant uncertainty.

Various legislative and executive bodies in the United States and in other countries may in the future

adopt laws, regulations, or guidance, or take other actions, which may severely impact the permissibility of tokens generally and the

technology behind them or the means of transaction or in transferring them.

Failure by our subsidiaries to comply with any laws, rules

and regulations, some of which may not exist yet or are subject to interpretation and may be subject to change, could result in a variety

of adverse consequences, including civil penalties and fines.

Regulation of digital assets, cryptocurrencies,

crypto mining, blockchain technologies, and the blockchain platform we are developing is currently undeveloped and likely to rapidly

evolve as government agencies take greater interest in them.

Regulation also varies significantly among international, federal, state

and local jurisdictions and is subject to significant uncertainty.

Various legislative and executive bodies in the United States and

in other countries may in the future adopt laws, regulations, or guidance, or take other actions, which may severely impact the permissibility

of tokens generally and the technology behind them or the means of transaction or in transferring them.

Failure by our subsidiaries to

comply with any laws, rules and regulations, some of which may not exist yet or are subject to interpretation and may be subject to change,

could result in a variety of adverse consequences, including civil penalties and fines.

Intellectual property infringement claims

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continued use of the Internet and the adequacy of the Internet infrastructure.

Our e-commerce business and cryptocurrency market

data platform depend upon the widespread use of the Internet and e-commerce.

Factors which could reduce the widespread use of the internet

for e-commerce include, without limitation, actual or perceived lack of security of information or privacy protection, cyberattacks or

other disruptions or damage to the internet or to users’ computers, whatever the cause, could reduce customer satisfaction with

our platforms and services and harm our business.

Our e-commerce business, money transfer business

and cryptocurrency market data platform depend upon the widespread use of the Internet and e-commerce.

Factors which could reduce the

widespread use of the internet for e-commerce include, without limitation, actual or perceived lack of security of information or privacy

protection, cyberattacks or other disruptions or damage to the internet or to users’ computers, whatever the cause, could reduce

customer satisfaction with our platforms and services and harm our business.

Our business depends on our website, app,

network infrastructure and transaction-processing systems.

Our e-commerce business and cryptocurrency market data platform are

dependent on our IT infrastructure.

Any system interruption that results in the unavailability of our websites, apps or reduced performance

of our transaction and information systems could reduce our ability to conduct our business.

We use internally and externally developed

systems for our websites, apps and our transaction and information processing systems.

We expect to experience system interruptions due

to software failure.

We may also experience temporary capacity constraints due to sharply increased traffic during sales or other promotions.

Capacity constraints can cause system disruptions, slower response times, delayed page presentation, degradation in levels of customer

service and other problems.

We may also experience difficulties with our infrastructure upgrades.

Any future difficulties with our transaction

and information processing systems or difficulties upgrading, expanding or integrating aspects of our systems may cause system disruptions,

slower response times, and degradation in levels of customer service, additional expense, impaired quality and speed of our services or

other problems.

If the location where all of our computer and communications hardware

is located is compromised, our business, prospects, financial condition and results of operations could be harmed.

If we suffer an interruption

or degradation of services at the location for any reason, our business could be harmed.

Our success, and in particular, our ability to

successfully receive and fulfil customers’ requests and provide high-quality customer service, largely depends on the efficient

and uninterrupted operation of our computer and communications systems.

These limitations could have an adverse effect on our business.

Our disaster recovery plan may be inadequate, and we do not carry business interruption insurance to compensate us for the losses that

Despite our implementation of network security measures, our servers are vulnerable to computer viruses, physical or electronic

break-ins and similar disruptions, the occurrence of any of which could lead to interruptions, delays, loss of critical data or the inability

to accept and fulfil customer requests.

Our e-commerce business, money transfer business

and cryptocurrency market data platform are dependent on our IT infrastructure.

Any system interruption that results in the unavailability

of our websites, apps or reduced performance of our transaction and information systems could reduce our ability to conduct our business.

We use internally and externally developed systems for our websites, apps and our transaction and information processing systems.

expect to experience system interruptions due to software failure.

We may also experience temporary capacity constraints due to sharply

increased traffic during events or other promotions.

Capacity constraints can cause system disruptions, slower response times, delayed

page presentation, degradation in levels of customer service and other problems.

We may also experience difficulties with our infrastructure

Any future difficulties with our transaction and information processing systems or difficulties upgrading, expanding or integrating

aspects of our systems may cause system disruptions, slower response times, and degradation in levels of customer service, additional

expense, impaired quality and speed of our services or other problems.

If the location where all of our computer and

communications hardware is located is compromised, our business, prospects, financial condition and results of operations could be harmed.

If we suffer an interruption or degradation of services at the location for any reason, our business could be harmed.

Our success, and

in particular, our ability to successfully receive and fulfil customers’ requests and provide high-quality customer service, largely

depends on the efficient and uninterrupted operation of our computer and communications systems.

These limitations could have an adverse

effect on our business.

Our disaster recovery plan may be inadequate, and we do not carry business interruption insurance to compensate

us for the losses that could occur.

Despite our implementation of network security measures, our servers are vulnerable to computer viruses,

physical or electronic break-ins and similar disruptions, the occurrence of any of which could lead to interruptions, delays, loss of

critical data or the inability to accept and fulfil customer requests.

The occurrence of any of the foregoing risks could harm our business.

We are subject to cyber security

risks and may incur increasing costs in an effort to minimize those risks and to respond to cyber incidents.

Our e-commerce business and cryptocurrency market data platform are

entirely dependent on the secure operation of our website and systems as well as the operation of the internet generally.

involves the storage and transmission of users’ proprietary information, and security breaches could expose us to a risk of loss

or misuse of this information, litigation, and potential liability.

A number of large internet companies have suffered security breaches,

some of which have involved intentional ransomware attacks.

From time to time, we and many other internet businesses also may be subject

to a denial of service attacks wherein attackers attempt to block customers’ access to our website with ransomware.

If we are unable

to avert a denial of service attack for any significant period, we could sustain substantial loss from payment of ransom fee, lost sales

and customer dissatisfaction.

We may not have the resources or technical sophistication to anticipate or prevent rapidly evolving types

of cyberattacks.

We are subject to cyber security risks

and may incur increasing costs in an effort to minimize those risks and to respond to cyber incidents.

Our e-commerce business, money transfer business

and cryptocurrency market data platform are entirely dependent on the secure operation of our website and systems as well as the operation

of the internet generally.

Our business involves the storage and transmission of users’ proprietary information, and security breaches

could expose us to a risk of loss or misuse of this information, litigation, and potential liability.

A number of large internet companies

have suffered security breaches, some of which have involved intentional ransomware attacks.

From time to time, we and many other internet

businesses also may be subject to a denial of service attacks wherein attackers attempt to block customers’ access to our website

with ransomware.

If we are unable to avert a denial of service attack for any significant period, we could sustain substantial loss from

payment of ransom fee, lost sales and customer dissatisfaction.

We may not have the resources or technical sophistication to anticipate

or prevent rapidly evolving types of cyberattacks.

Cyberattacks may target us, our customers, our

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results of operations.

Failure to comply with sanctions laws,

anti-terrorist financing laws, anti-money laundering laws, and similar laws associated with

our activities, and anti-corruption laws could subject us to penalties and other adverse consequences.

We have implemented

policies and procedures designed to allow us to comply with anti-money laundering laws and economic sanctions laws and prevent our money

transfer platform from being used to facilitate business in countries or with persons or entities designated on lists promulgated by

UK government and equivalent international authorities or that are otherwise the target of sanctions.

We may utilize the services of

vendors, such as screening tools, in implementing such policies and procedures.

In the event that we or any of our users engage in any

conduct, intentionally or not, that facilitates money laundering, terrorist financing, or other illicit activity, or that violates anti-money

laundering or sanctions laws, or otherwise constitutes activity that is prohibited by such laws, including through the fault of any vendor,

we may be subject to fines, penalties, lawsuits, and enforcement actions;

additional compliance requirements;

increased regulatory scrutiny

of our business;

restriction of our operations;

or damage to our reputation or brand.

Law enforcement and

regulators continue to scrutinize compliance with these obligations, which may require us to further revise or expand our compliance

program, including the procedures that we use to verify the identity of our customers or monitor our platform for potential illegal activity.

In addition, any policies and procedures that we implement to comply with sanctions laws may not be effective, including in preventing

customers from using our services for transactions with sanctioned persons or jurisdictions subject to comprehensive sanctions.

the technical limitations in developing controls to prevent, among other things, the ability of customers to publish on our platform

false or deliberately misleading information or to develop sanctions-evasion methods, it is possible that we may inadvertently and without

our knowledge provide services to individuals or entities that have been designated by UK government or other relevant sanctions authorities

are located in a jurisdiction subject to comprehensive sanctions or an embargo by the UK or another country in which we operate or are

licensed to do business, and such services may not be in compliance with applicable economic sanctions regulations.

Sanctions are imposed

to address acute foreign policy and national security threats and may change rapidly and unpredictably in response to world events or

domestic or international political developments.

Additionally, as we expand our services into additional jurisdictions, we may become

subject to additional sanctions requirements imposed by those jurisdictions or face increased risk of processing transactions in violation

of sanctions requirements to which we are currently subject.

We may be unable to update policies, procedures, or controls to timely and

effectively address changes in applicable legal requirements or in our sanctions risk environment.

Consequences for failing

to comply with applicable rules and regulations could include fines, criminal and civil lawsuits, forfeiture of significant assets, or

other enforcement actions.

We could also be required to make changes to our business practices or compliance programs as a result of regulatory

In addition, any perceived or actual breach of compliance by us, our customers, vendors, or our payment or disbursement partners

with respect to applicable laws, rules, and regulations could have a significant impact on our reputation and could cause us to lose existing

customers, prevent us from obtaining new customers, cause other payment or disbursement partners to terminate or not renew their agreements

with us, require us to expend significant funds to remedy problems caused by violations and to avert further violations, adversely affect

our relationship with our partner banks and other commercial counterparties and expose us to legal risk and potential liability, all of

which may adversely affect our business, operating results, and financial condition.

Use of our money

transfer platform for illegal or fraudulent activities could harm our business, reputation, financial condition, and operating results.

Our platform is susceptible

to illegal, improper or fraudulent uses, including money laundering, terrorist financing, sanctions evasion, bank fraud, payments involving

child pornography or human trafficking, and the facilitation of other illegal, improper or fraudulent activity.

The digital financial

services industry is under increasing scrutiny from federal, state, and international regulators in connection with the potential for

such illegal, improper or fraudulent activities.

In addition, our remittance service facilitates payments to jurisdictions which may in

some cases have higher levels of illegal, improper payments.

Our payment system has been utilized for illegal, improper and fraudulent

uses in the past and we cannot guarantee that our policies, procedures and internal controls, or insurance, would adequately protect our

business, maintain our continued ability to operate in the jurisdictions that we serve, or our reputation, especially if such illegal,

improper or fraudulent activities were discovered to have taken place on our platform in the future.

Our fraud loss expenses may increase

if our fraud systems lose effectiveness or if new methods or schemes are developed to defraud us.

Since the methods and schemes utilized

by perpetrators of fraud are constantly evolving or, in some cases, not immediately detectable, we cannot assure you that our policies,

procedures and controls for managing fraud will be effective over time or of our ability to update these measures to address emerging

In addition, if illicit or fraudulent activity levels involving our services were to rise, it could lead to regulatory intervention

and reputational and financial damage to us.

This, in turn, could lead to government enforcement actions and investigations, a suspension

or termination of our operating licenses, a reduction in the use and acceptance of our services, or an increase in our compliance costs,

any of which may harm our business, financial condition, and operating results.

On the other hand, if

the measures we have taken to detect illegal, improper or fraudulent activities are too restrictive and/or inadvertently prevent or delay

proper transactions, this could result in suspension of legitimate customer activity on our payment system, deter new and existing customers

or otherwise diminish our customer experience, any of which could harm our business.

As a public company, we are obligated to

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entities, as well as our investors, face uncertainty about future actions by the Chinese government that could significantly affect our

financial performance and operations, including the enforceability of our VIE contractual arrangements.

financial performance and operations, including the enforceability of the VIE contractual arrangements.

If future laws, administrative

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criticism and negative publicity involving U.S.-listed China-based companies, we may have to expend significant resources to investigate

and resolve the matter which could harm our business operations, this offering and our reputation and could result in a loss of your

investment in our shares, especially if such matter cannot be addressed and resolved favorably.

and resolve the matter which could harm our business operations, any offering and our reputation and could result in a loss of your investment

in our shares, especially if such matter cannot be addressed and resolved favorably.

Recently, U.S.

public companies that have substantially operations

in China have been the subject of intense scrutiny, criticism and negative publicity by investors, financial commentators and regulatory

Much of the scrutiny, criticism and negative publicity has centered around financial and accounting irregularities, a lack of

effective internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in

some cases, allegations of fraud.

As a result of the scrutiny, criticism and negative publicity, the publicly traded stock of many U.S.-listed

China-based companies has decreased in value and, in some cases, has become virtually worthless.

Many of these companies have been subject

to shareholder lawsuits and SEC enforcement actions and have conducted internal and external investigations into the allegations.

Company has received subpoenas from the SEC’s Division of Enforcement requiring us to produce documents and detailed information

relating to, among other things, the Company’s accounting procedures and treatment, management oversight, and the sale of HeDeTang

Holdings (HK) Ltd.

public companies that have substantially

operations in China have been the subject of intense scrutiny, criticism and negative publicity by investors, financial commentators

and regulatory agencies.

Much of the scrutiny, criticism and negative publicity has centered around financial and accounting irregularities,

a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto

and, in some cases, allegations of fraud.

As a result of the scrutiny, criticism and negative publicity, the publicly traded stock of

many U.S.-listed China-based companies has decreased in value and, in some cases, has become virtually worthless.

Many of these companies

have been subject to shareholder lawsuits and SEC enforcement actions and have conducted internal and external investigations into the

The Company has received subpoenas from the SEC’s Division of Enforcement requiring us to produce documents and detailed

information relating to, among other things, the Company’s accounting procedures and treatment, management oversight, and the sale

of HeDeTang Holdings (HK) Ltd.

to New Continent International Co., Ltd.

The Company has provided responsive documents and information and will

continue to cooperate with regulator and produce requested documents and information.

It is not clear what effect this sector-wide scrutiny,

criticism and negative publicity will have on us and our business.

If we become the subject of any unfavorable allegations, whether such

allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend

The Company has provided responsive documents and information

and will continue to cooperate with regulator and produce requested documents and information.

It is not clear what effect this sector-wide

scrutiny, criticism and negative publicity will have on us and our business.

If we become the subject of any unfavorable allegations,

whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations

and/or defend our company.

This situation may be a major distraction to our management.

If such allegations are not proven to be groundless, our business

operations will be severely hindered and your investment in our shares could be rendered worthless.

If such allegations are not proven to be groundless,

our business operations will be severely hindered and your investment in our shares could be rendered worthless.

Uncertainties and quick change in the interpretation

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of common stock.

On February 15, 2022, Cybersecurity Review Measures published by Cyberspace

Administration of China, 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 became

effective, 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.

As confirmed by our PRC counsel, we are currently not subject to cybersecurity review with the Cyberspace

Administration of China (“CAC”) under these new measures, because our VIE E-Commerce Tianjin is not a cyberspace operator

with personal information of more than 1 million users or has activities that affect or may affect national security.

Nevertheless, the

aforementioned draft measures and any related implementation rules to be enacted may subject us to additional compliance requirement in

On February 15, 2022, Cybersecurity Review Measures

published by Cyberspace Administration of China, 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

became effective, 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.

As confirmed by our PRC counsel Fengdong Law Firm, we are currently not subject to cybersecurity review with

the Cyberspace Administration of China (“CAC”) under these new measures, because the VIE E-Commerce Tianjin is not a cyberspace

operator with personal information of more than 1 million users or has activities that affect or may affect national security.

Nevertheless,

the aforementioned draft measures and any related implementation rules to be enacted may subject us to additional compliance requirement

in the future.

We cannot rule out the possibility that

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and the value of our shares of common stock.

On February 17, 2023, the CSRC released New Overseas

Listing Rules with five interpretive guidelines, which will take 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.

Also, 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.

Furthermore, given recent statements by the Chinese

1 unchanged sentence

not required to obtain permission from any of the PRC central or local government and has not received any denial to list on the U.S.

exchange, it is uncertain when and whether we will be required to obtain permission from the PRC government to list and trade on U.S.

exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded, which could significantly

limit or completely hinder our ability to offer or continue to offer our securities to investors and cause the value of our shares to

significantly decline or be worthless.

exchange, it is uncertain when and whether we will be required to obtain permission from the PRC government to list on U.S.

in the future, and even when such permission is obtained, whether it will be denied or rescinded, which could significantly limit or

completely hinder our ability to offer or continue to offer our securities to investors and cause the value of our shares to significantly

decline or be worthless.

There are uncertainties under the PRC Securities

13 unchanged sentences

of the State Council.

As advised by our PRC counsel, Article 177 is only

As advised by our PRC counsel Fengdong Law Firm, Article 177 is only

applicable where the activities of overseas authorities constitute a direct investigation or evidence collection by such authorities

13 unchanged sentences

Furthermore, as Article 177 is

still a recently promulgated provision and, as the date of this prospectus, there have not been implementing rules or regulations regarding

still a recently promulgated provision and, as the date of this report, there have not been implementing rules or regulations regarding

the application of Article 177, it remains unclear as to how it will be interpreted, implemented or applied by the Chinese

52 unchanged sentences

investment in our shares.

Although up to the date of this prospectus, Future FinTech Group Inc.

has not been notified or informed by

the PRC tax authorities that it has been deemed to be a resident enterprise for the purpose of the EIT Law, we cannot assure you that

it will not be deemed to be a resident enterprise in the future.

Although up to the date of this report, Future FinTech Group Inc.

has not been notified or informed by the

PRC tax authorities that it has been deemed to be a resident enterprise for the purpose of the EIT Law, we cannot assure you that it

will not be deemed to be a resident enterprise in the future.

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 are a holding company incorporated in the

4 unchanged sentences

certain reserve funds.

Furthermore, if our subsidiaries and VIE in China incur debt on its own in the future, the instruments governing

Furthermore, if our subsidiaries and the VIE in China incur debt on its own in the future, the instruments governing

the debt may restrict its ability to pay dividends or make other payments.

2 unchanged sentences

to pay dividends if we so decide in the 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, 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.

Governmental control of currency conversion

16 unchanged sentences

The value of the RMB against the U.S.

other currencies may fluctuate and is affected by, among other things, changes in the PRC’s political and economic conditions.

significant revaluation of the RMB may materially and adversely affect our cash flows, revenue and financial condition.

For example, to

the extent that we need to convert U.S.

dollars we receive from an offering of our securities into RMB for our operations, appreciation

of the RMB against the U.S.

dollar would diminish the value of the proceeds of the offering and could harm our business, financial condition

and results of operations.

and other currencies may fluctuate and is affected by, among other things, changes in the PRC’s political and economic conditions.

Any significant revaluation of the RMB may materially and adversely affect our cash flows, revenue and financial condition.

to the extent that we need to convert U.S.

dollars we receive from an offering of our securities into RMB for our operations in China,

appreciation of the RMB against the U.S.

dollar would diminish the value of the proceeds of the offering and could harm our business,

financial condition and results of operations.

Conversely, if we decide to convert our RMB into U.S.

dollars for business purposes and the U.S.

dollar appreciates

against the RMB, the U.S.

dollars for business purposes and

dollar appreciates against the RMB, the U.S.

dollar equivalent of the RMB we convert would be reduced.

In addition, the depreciation of significant U.S.

dollar denominated assets could result in a charge to our income statement and a reduction in the value of these assets.

In addition, the depreciation

of significant U.S.

dollar denominated assets could result in a charge to our income statement and a reduction in the value of these

PRC regulations relating to offshore investment

activities by PRC residents may limit our PRC subsidiary’s ability to increase its registered capital or distribute profits to us

or otherwise expose us or our PRC resident beneficial owners to liability and penalties under PRC law.

The State Administration of Foreign Exchange or

SAFE promulgated the Circular on Relevant Issues Relating to Domestic Resident’s Investment and Financing and Roundtrip Investment

through Special Purpose Vehicles, or SAFE Circular 37, in July 2014 that requires PRC residents or entities to register with SAFE or its

local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas investment

activities by PRC residents may limit our PRC subsidiary’s ability to increase its registered capital or distribute profits to

us or otherwise expose us or our PRC resident beneficial owners to liability and penalties under PRC law.

The State Administration of Foreign Exchange

or SAFE promulgated the Circular on Relevant Issues Relating to Domestic Resident’s Investment and Financing and Roundtrip Investment

through Special Purpose Vehicles, or SAFE Circular 37, in July 2014 that requires PRC residents or entities to register with SAFE or

its local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas investment

or financing.

In addition, such PRC residents or entities must update their SAFE registrations when the offshore special purpose vehicle

undergoes material events relating to any change of basic information (including change of such PRC citizens or residents, name, and operation

term), increases or decreases in investment amount, transfers or exchanges of shares, or mergers or divisions.

SAFE Circular 37 is issued

to replace the Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents Engaging in Financing and Roundtrip

Investments via Overseas Special Purpose Vehicles, or SAFE Circular 75.

SAFE promulgated the Notice on Further Simplifying and Improving

the Administration of the Foreign Exchange Concerning Direct Investment in February 2015, which took effect on June 1, 2015.

has amended SAFE Circular 37 requiring PRC residents or entities to register with qualified banks rather than SAFE or its local branch

in connection with their establishment or control of an offshore entity established for the purpose of overseas investment or financing.

If our shareholders who are PRC residents or entities

do not complete their registration as required, our PRC subsidiaries may be prohibited from distributing its profits and proceeds from

any reduction in capital, share transfer or liquidation to us, and we may be restricted in our ability to contribute additional capital

to our PRC subsidiaries.

undergoes material events relating to any change of basic information (including change of such PRC citizens or residents, name, and

operation term), increases or decreases in investment amount, transfers or exchanges of shares, or mergers or divisions.

SAFE Circular

37 is issued to replace the Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents Engaging in Financing

and Roundtrip Investments via Overseas Special Purpose Vehicles, or SAFE Circular 75.

SAFE promulgated the Notice on Further Simplifying

and Improving the Administration of the Foreign Exchange Concerning Direct Investment in February 2015, which took effect on June 1,

This notice has amended SAFE Circular 37 requiring PRC residents or entities to register with qualified banks rather than SAFE

or its local branch in connection with their establishment or control of an offshore entity established for the purpose of overseas investment

or financing.

If our shareholders who are PRC residents or

entities do not complete their registration as required, our PRC subsidiaries may be prohibited from distributing its profits and proceeds

from any reduction in capital, share transfer or liquidation to us, and we may be restricted in our ability to contribute additional

capital to our PRC subsidiaries.

The failure or inability of the relevant shareholders

12 unchanged sentences

Company, replacing earlier rules promulgated in March 2007.

Pursuant to these rules, PRC citizens and non-PRC citizens who reside in China

for a continuous period of not less than one year who participate in any stock incentive plan of an overseas publicly listed company,

Pursuant to these rules, PRC citizens and non-PRC citizens who reside in

China for a continuous period of not less than one year who participate in any stock incentive plan of an overseas publicly listed company,

subject to a few exceptions, are required to register with SAFE through a domestic qualified agent, which could be the PRC subsidiary

9 unchanged sentences

executive officers and employees under PRC law.

our principal assets are located outside of the United States, it may be difficult for investors to use U.S.

securities laws to enforce

their rights against us, our officers and directors in the United States or to enforce judgments of United States courts against us or

them in the PRC.

of our present officers and directors reside outside of the United States.

In addition, most of our subsidiaries and assets are located

Because our principal assets are located

outside of the United States, it may be difficult for investors to use U.S.

securities laws to enforce their rights against us, our officers

and directors in the United States or to enforce judgments of United States courts against us or them in the PRC.

Most of our present officers and directors reside

outside of the United States.

Therefore, it may be difficult for investors in the United States to enforce their legal rights based on

the civil liability provisions of the U.S.

securities laws against us in the courts of either the United States or the PRC and, even

if civil judgments are obtained in courts of the United States, to enforce such judgments in the PRC courts.

Further, it is unclear if

extradition treaties now in effect between the United States and the PRC would permit effective enforcement against us or our officers

and directors of criminal penalties under the U.S.

In addition, most of our subsidiaries and assets are located outside of the United States.

Therefore, it

may be difficult for investors in the United States to enforce their legal rights based on the civil liability provisions of the U.S.

securities laws against us in the courts of either the United States or the Hong Kong/PRC and, even if civil judgments are obtained in

courts of the United States, to enforce such judgments in the PRC or Hong Kong courts.

Further, it is unclear if extradition treaties

now in effect between the United States, Hong Kong and the PRC would permit effective enforcement against us or our officers and directors

of criminal penalties under the U.S.

Federal securities laws or otherwise.

Holding Foreign Companies Accountable Act, or the HFCA Act, and the related regulations are evolving quickly.

Further implementations

and interpretations of or amendments to the HFCA Act or the related regulations, or a PCOAB’s determination of its lack of sufficient

access to inspect our auditor, might pose regulatory risks to and impose restrictions on us because of our operations in mainland China.

A potential consequence is that our shares of common stock may be delisted by the exchange.

The delisting of our common stock, or the

threat of our common stock being delisted, may materially and adversely affect the value of your investment.

Additionally, the inability

of the PCAOB to conduct full inspections of our auditor deprives our investors of the benefits of such inspections.

Holding Foreign Companies Accountable Act, or the HFCA Act, was enacted on December 18, 2020.

In accordance with the HFCA Act, trading

in securities of any registrant on a national securities exchange or in the over-the-counter trading market in the United States

may be prohibited if the PCAOB determines that it cannot inspect or fully investigate the registrant’s auditor for three consecutive

years beginning in 2021, and, as a result, an exchange may determine to delist the securities of such registrant.

On June 22, 2021, the

Senate passed the Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would amend the HFCA Act and require

the SEC to prohibit an issuer’s securities from trading on any U.S.

stock exchanges if its auditor is not subject to PCAOB inspections

for two consecutive years instead of three, thus reducing the time period before our securities may be prohibited from trading or delisted

if our auditor is unable to meet the PCAOB inspection requirement.

November 5, 2021, the SEC adopted the PCAOB rule to implement HFCA Act, which provides a framework for the PCAOB to determine whether

it is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position

taken by one or more authorities in that jurisdiction.

December 2, 2021, SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the HFCA Act.

rules apply to registrants the SEC identifies as having filed an annual report with an audit report issued by a registered public accounting

firm that is located in a foreign jurisdiction and that the PCAOB is unable to inspect or investigate (the “Commission-Identified

A Commission-Identified Issuer will be required to comply with the submission and disclosure requirements in the annual

report for each year in which it was identified.

If a registrant is identified as a Commission-Identified Issuer based on its annual

report for the fiscal year ended December 31, 2021, the registrant will be required to comply with the submission or disclosure requirements

in its annual report filing covering the fiscal year ended December 31, 2022.

December 16, 2021, the PCAOB issued its determinations (the “Determination”) that they are unable to inspect or investigate

completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong.

The Determination includes

lists of public accounting firms headquartered in mainland China and Hong Kong that the PCAOB is unable to inspect or investigate completely.

enactment of the HFCA Act and any additional actions, proceedings, or new rules resulting from these efforts to increase U.S.

access to audit information could cause investors uncertainty for affected issuers and the market price of our shares of common stock

could be adversely affected, and we could be delisted if we and our auditor are unable to meet the PCAOB inspection requirement.

lack of access to PCAOB inspections prevents the PCAOB from fully evaluating audits and quality control procedures of the auditors based

in China and Hong Kong.

As a result, investors may be deprived of the benefits of such PCAOB inspections.

The inability of the PCAOB

to conduct inspections of auditors in China and Hong Kong makes it more difficult to evaluate the effectiveness of these accounting firm’s

audit procedures or quality control procedures as compared to auditors outside of China that are subject to the PCAOB inspections.

auditor, Onestop Assurance PAC, an independent registered public accounting firm that is headquartered in Singapore, as an auditor of

companies that are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States

pursuant to which the PCAOB conducts inspections to assess its compliance with the applicable professional standards.

Our auditor is

currently subject to PCAOB inspections and is not included in the PCAOB Determinations.

Although we believe that the Holding Foreign

Companies Accountable Act and the related regulations do not currently affect us, we cannot assure you that there will not be any further

implementations and interpretations of or amendments to the Holding Foreign Companies Accountable Act or the related regulations, which

might pose regulatory risks to and impose restrictions on us because of our operations in China and Hong Kong.

It may also be difficult for you or overseas

regulators to conduct investigations or collect evidence within China.

For example, in China, there are significant legal and other obstacles

to obtaining information needed for shareholder investigations or litigation outside China or otherwise with respect to foreign entities.

Although the authorities in China may establish a regulatory cooperation mechanism with its counterparts of another country or region

to monitor and oversee cross-border securities activities, such regulatory cooperation with the securities regulatory authorities in

the Unities States may not be efficient in the absence of practical cooperation mechanism.

Furthermore, according to Article 177 of the

PRC Securities Law, or “Article 177,” which became effective in March 2020, no overseas securities regulator is allowed to

directly conduct investigation or evidence collection activities within the territory of the PRC.

Article 177 further provides that Chinese

entities and individuals are not allowed to provide documents or materials related to securities business activities to foreign agencies

without prior consent from the securities regulatory authority of the PRC State Council and the competent departments of the PRC State

While detailed interpretation of or implementing rules under Article 177 have yet to be promulgated, the inability for an overseas

securities regulator to directly conduct investigation or evidence collection activities within China may further increase difficulties

faced by you in protecting your interests.

The Holding Foreign Companies Accountable

Act, or the HFCA Act, and the related regulations are evolving quickly.

Further implementations and interpretations of or amendments

to the HFCA Act or the related regulations, or a PCOAB’s determination of its lack of sufficient access to inspect our auditor,

might pose regulatory risks to and impose restrictions on us because of our operations in mainland China and Hong Kong.

A potential consequence

is that our shares may be delisted by the exchange on which they are listed.

If our securities are unable to be listed on another securities

exchange, such a delisting would substantially impair your ability to sell or purchase our securities when you wish to do so, and the

risk and uncertainty associated with a potential delisting would have a negative impact on the market price of our shares.

Relating to Our Corporate Structure

the PRC government deems that the contractual arrangements in relation to our 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.

ownership of internet-based businesses, including value-added telecommunications services, is subject to restrictions under current PRC

laws and regulations.

To comply with PRC laws and regulations, we conduct our e-commerce operations in China through a series of contractual

arrangements entered into among WFOE, our VIE and the shareholders of our VIE.

As a result of these contractual arrangements, we exert

control over our VIE and consolidate its operating results in our financial statements under U.S.

For a detailed description of

these contractual arrangements, see “ Our VIE Contractual Arrangements.”

the opinion of our PRC counsel, our current ownership structure, the ownership structure of our PRC subsidiary and our consolidated VIE,

and the contractual arrangements among WFOE, our VIE and the shareholders of our VIE are common practices for the companies listed on

stock exchanges in the U.S.

engaging in the businesses restricted in China and these contractual arrangements are valid and binding in

accordance with their terms and applicable PRC laws and regulations currently in effect.

However, our Chinese counsel has also advised

us that there are substantial uncertainties regarding the interpretation and application of current or future PRC laws and regulations

and there can be no assurance that the PRC government will ultimately take a view that is consistent with the opinion of our PRC counsel.

In the event PRC regulations change or are interpreted differently in the future, our shares may decline in value if we are unable to

assert our contractual control rights over the assets of our PRC VIE.

the PRC government finds that our contractual arrangements do not comply with its restrictions on foreign investment in the e-commerce

business, the relevant PRC regulatory authorities, including the China Securities Regulatory Commission may require us to discontinue

or place restrictions or onerous conditions on our operations and it may also impose fines, confiscate the income from the

The imposition of any of these penalties would result in a material and adverse effect on our ability to conduct our e-commerce

In addition, it is unclear what impact the PRC government actions would have on us and on our ability to consolidate the financial

results of our VIE in our consolidated financial statements, if the PRC government authorities were to find our VIE structure and contractual

arrangements to be in violation of PRC laws and regulations.

If the imposition of any of these government actions causes us to lose our

right to direct the activities of our VIE or our right to receive substantially all of the economic benefits and residual returns from

our VIE and we are not able to restructure our ownership structure and operations in a satisfactory manner, we would no longer be able

to consolidate the financial results of our VIE in our consolidated financial statements.

Either of these results, or any other significant

penalties that might be imposed on us in this event, would have a material adverse effect on our financial condition and results of operations.

failure by our consolidated VIE or their shareholders to perform their obligations under our contractual arrangements with them would

have a material adverse effect on our business.

our 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.

We may also have to rely on legal remedies under

PRC laws, including seeking specific performance or injunctive relief, and claiming damages, which we cannot assure you will be effective

under PRC laws.

For example, if the shareholders of our VIE were to refuse to transfer their equity interest in the VIE to us or our

designee if we exercise the purchase option pursuant to these contractual arrangements, or if they were otherwise to act in bad faith

toward us, then we may have to take legal action to compel them to perform their contractual obligations.

the agreements under our contractual arrangements are governed by PRC laws.

Accordingly, these contracts would be interpreted in accordance

with PRC laws and any disputes would be resolved in accordance with PRC legal procedures.

The legal system in the PRC is not as well

established as in some other jurisdictions, such as in the United States.

As a result, uncertainties in the PRC legal system could limit

our ability to enforce these contractual arrangements.

is that our shares of common stock may be delisted by the exchange.

The delisting of our common stock, or the threat of our common stock

being delisted, may materially and adversely affect the value of your investment.

Additionally, the inability of the PCAOB to conduct

full inspections of our auditor deprives our investors of the benefits of such inspections.

The Holding Foreign Companies Accountable Act,

or the HFCA Act, was enacted on December 18, 2020.

In accordance with the HFCA Act, trading in securities of any registrant on a national

securities exchange or in the over-the-counter trading market in the United States may be prohibited if the PCAOB determines that it

cannot inspect or fully investigate the registrant’s auditor for three consecutive years beginning in 2021, and, as a result, an

exchange may determine to delist the securities of such registrant.

On June 22, 2021, the U.S.

Senate passed the Accelerating Holding

Foreign Companies Accountable Act, which, would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from

trading on any U.S.

stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus

reducing the time period before our securities may be prohibited from trading or delisted if our auditor is unable to meet the PCAOB

inspection requirement.

On December 29, 2022, a legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated

Appropriations Act”), was signed into law by President Biden.

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.

On November 5, 2021, the SEC adopted the PCAOB

rule to implement HFCA Act, which provides a framework for the PCAOB to determine whether it is unable to inspect or investigate completely

registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.

On December 2, 2021, SEC adopted amendments to

finalize rules implementing the submission and disclosure requirements in the HFCA Act.

The rules apply to registrants the SEC identifies

as having filed an annual report with an audit report issued by a registered public accounting firm that is located in a foreign jurisdiction

and that the PCAOB is unable to inspect or investigate (the “Commission-Identified Issuers”).

A Commission-Identified Issuer

will be required to comply with the submission and disclosure requirements in the annual report for each year in which it was identified.

If a registrant is identified as a Commission-Identified Issuer based on its annual report for the fiscal year ended December 31, 2021,

the registrant will be required to comply with the submission or disclosure requirements in its annual report filing covering the fiscal

year ended December 31, 2022.

On December 16, 2021, the PCAOB issued its determinations

(the “Determination”) that they are unable to inspect or investigate completely PCAOB-registered public accounting firms

headquartered in mainland China and in Hong Kong.

The Determination includes lists of public accounting firms headquartered in mainland

China and Hong Kong that the PCAOB is unable to inspect or investigate completely.

On August 26, 2022, the PCAOB signed a Statement

of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the People’s Republic of China governing

inspections and investigations of audit firms based in China and Hong Kong.

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.

The enactment of the HFCA Act and related regulations

and any additional actions, proceedings, or new rules resulting from these efforts to increase U.S.

regulatory access to audit information

could cause investors uncertainty for affected issuers and the market price of our ordinary shares could be adversely affected, and we

could be delisted if our auditor is unable to meet the PCAOB inspection requirement.

The lack of access to PCAOB inspections prevents

the PCAOB from fully evaluating audits and quality control procedures of the auditors based in China and Hong Kong.

As a result, investors

may be deprived of the benefits of such PCAOB inspections.

The inability of the PCAOB to conduct inspections of auditors in China and

Hong Kong makes it more difficult to evaluate the effectiveness of these accounting firm’s audit procedures or quality control

procedures as compared to auditors outside of China that are subject to the PCAOB inspections.

Our auditor, Onestop Assurance PAC, an independent

registered public accounting firm that is headquartered in Singapore, as an auditor of companies that are traded publicly in the United

States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which the PCAOB conducts inspections

to assess its compliance with the applicable professional standards.

Our auditor is currently subject to PCAOB inspections and is not

included in the PCAOB Determinations.

Although we believe that the Holding Foreign Companies Accountable Act and the related regulations

do not currently affect us, we cannot assure you that there will not be any further implementations and interpretations of or amendments

to the Holding Foreign Companies Accountable Act or the related regulations, which might pose regulatory risks to and impose restrictions

on us because of our operations in China and Hong Kong.

A potential consequence is that our shares may be delisted by the exchange on

which they are listed.

If our securities are unable to be listed on another securities exchange, such a delisting would substantially

impair your ability to sell or purchase our securities when you wish to do so, and the risk and uncertainty associated with a potential

delisting would have a negative impact on the market price of our shares.

Risks Relating to Our Corporate Structure

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.

Foreign ownership of internet-based businesses,

including value-added telecommunications services, is subject to restrictions under current PRC laws and regulations.

To comply with

PRC laws and regulations, we conduct our e-commerce operations in China through a series of contractual arrangements entered into among

WFOE, the VIE and the shareholders of the VIE.

As a result of these contractual arrangements, we exert control over the VIE and consolidate

its operating results in our financial statements under U.S.

For a detailed description of these contractual arrangements, see

“ The VIE Contractual Arrangements.”

In the opinion of our PRC counsel Fengdong Law

Firm, our current ownership structure, the ownership structure of our PRC subsidiary and the consolidated VIE, and the contractual arrangements

among WFOE, the VIE and the shareholders of the VIE are common practices for the companies listed on stock exchanges in the U.S.

in the businesses restricted in China and these contractual arrangements are valid and binding in accordance with their terms and applicable

PRC laws and regulations currently in effect.

However, our PRC counsel Fengdong Law Firm has also advised us that there are substantial

uncertainties regarding the interpretation and application of current or future PRC laws and regulations and there can be no assurance

that the PRC government will ultimately take a view that is consistent with the opinion of our PRC counsel Fengdong Law Firm.

event PRC regulations change or are interpreted differently in the future, our shares may decline in value or become worthless if we

are unable to assert our contractual control rights over the assets of the VIE.

If the PRC government finds that our contractual

arrangements do not comply with its restrictions on foreign investment in the e-commerce business, the relevant PRC regulatory authorities,

including the China Securities Regulatory Commission may require us to discontinue or place restrictions or onerous conditions on

our operations and it may also impose fines, confiscate the income from the WFOE or VIE.

The imposition of any of these penalties

would result in a material and adverse effect on our ability to conduct our e-commerce business.

In addition, it is unclear what impact

the PRC government actions would have on us and on our ability to consolidate the financial results of the VIE in our consolidated financial

statements, if the PRC government authorities were to find the VIE structure and contractual arrangements to be in violation of PRC laws

and regulations.

If the imposition of any of these government actions causes us to lose our right to direct the activities of the VIE

or our right as the primary beneficiary of the VIE for accounting purposes and we are not able to restructure our ownership structure

and operations in a satisfactory manner, we would no longer be able to consolidate the financial results of the VIE in our consolidated

financial statements.

Either of these results, or any other significant penalties that might be imposed on us in this event, would have

a material adverse effect on our financial condition and results of operations.

Any failure by the consolidated VIE or

its shareholders to perform their obligations under our contractual arrangements with them would have an adverse effect on our business.

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.

We may also have to rely on legal remedies under PRC laws, including seeking specific performance

or injunctive relief, and claiming damages, which we cannot assure you will be effective under PRC laws.

For example, if the shareholders

of the VIE were to refuse to transfer their equity interest in the VIE to us or our designee if we exercise the purchase option pursuant

to these contractual arrangements, or if they were otherwise to act in bad faith toward us, then we may have to take legal action to

compel them to perform their contractual obligations.

All the agreements under our contractual arrangements

are governed by PRC laws.

Accordingly, these contracts would be interpreted in accordance with PRC laws and any disputes would be resolved

in accordance with PRC legal procedures.

The legal system in the PRC is not as well established as in some other jurisdictions, such

as in the United States.

As a result, uncertainties in the PRC legal system could limit our ability to enforce these contractual arrangements.

Meanwhile, there are some regulations unfavorable to VIEs.

However, there are

very few precedents and little formal guidance as to how contractual arrangements in the context of a consolidated variable interest

entity should be interpreted or enforced under PRC laws and there remain significant uncertainties regarding the ultimate outcome of

such legal proceedings should legal action become necessary.

Currently, almost all of the Chinese companies listed on overseas stock

exchanges that are in the internet-based business such as e-commerce or online-gaming have adopted a VIE structure.

If the losing parties

fail to carry out the court judgement or arbitration awards within a prescribed time limit, the prevailing parties may only enforce them

in PRC courts, which would require additional expenses and delay.

In the event that we are unable to enforce these contractual arrangements,

or if we suffer significant delay or other obstacles in the process of enforcing these contractual arrangements, we may not be able to

exert effective control over our consolidated variable interest entities, and our ability to conduct our business may be negatively affected.

shareholders of our consolidated VIE may have potential conflicts of interest with us, which may materially and adversely affect our

business and financial condition.

shareholders of our VIE and their interests in our VIE may differ from their interests of our Company as a whole.

These shareholders

may breach, or cause our consolidated variable interest entities to breach, the existing contractual arrangements we have with them and

our consolidated variable interest entity, which would have a material adverse effect on our ability to effectively control our consolidated

variable interest entity and receive economic benefits from it.

For example, the shareholders may be able to cause our agreements with

E-Commerce Tianjin to be performed in a manner adverse to us by, among other things, failing to remit payments due under the contractual

arrangements to us on a timely basis.

We cannot assure you that when conflicts of interest arise, any or all of these shareholders will

act in the best interests of our company or such conflicts will be resolved in our favor.

we do not have any arrangements to address potential conflicts of interest between these shareholders and our company, except that we

could exercise our purchase option under the exclusive option agreements with these shareholders to request them to transfer all of their

equity interests in E-Commerce Tianjin to a PRC entity or individual designated by us, to the extent permitted by PRC laws.

resolve any conflict of interest or dispute between us and the shareholders of our VIE, we would have to rely on legal proceedings, which

could result in the disruption of our business and subject us to substantial uncertainty as to the outcome of any such legal proceedings.

contractual arrangements with our consolidated affiliated entity may not be as effective in providing operational control as direct ownership.

have relied and expect to continue to rely on contractual arrangements with E-Commerce Tianjin and its shareholders to operate our CCM

shopping mall business.

For a description of these contractual arrangements, see “ Our VIE Contractual Arrangements .”

These contractual arrangements may not be as effective in providing us with control over such entity as direct ownership.

If we had direct

ownership of E-Commerce Tianjin, we would be able to exercise our rights as a shareholder to effect changes in the board of directors,

which in turn could effect changes, subject to any applicable fiduciary obligations, at the management level.

However, under the current

contractual arrangements, we rely on the performance by E-Commerce Tianjin and its shareholders of their contractual obligations to exercise

control over our consolidated affiliated entity.

Therefore, our contractual arrangements with our consolidated affiliated entity may

not be as effective in ensuring our control over our CCM shopping mall as direct ownership would be.

Related to Our Common Stock

are authorized to issue blank check preferred stock, which may be issued without shareholder approval and which may adversely affect

the rights of holders of our Common Stock.

are authorized to issue 10,000,000 shares of preferred stock.

The Board is authorized under our articles of incorporation, as amended,

to provide for the issuance of shares of preferred stock by resolution and by filing a certificate of designations under Florida law,

to fix the designation, powers, preferences and rights of the shares of each such series of preferred stock and the qualifications, limitations

or restrictions thereof without any further vote or action by the shareholders.

As of December 31, 2021, there were no shares of preferred

stock issued and outstanding.

Any shares of preferred stock that are issued are likely to have priority over our Common Stock with respect

to dividend or liquidation rights.

In the event of issuance, the preferred stock could be utilized under certain circumstances as a method

of discouraging, delaying or preventing a change in control, which could have the effect of discouraging bids to acquire us and thereby

prevent shareholders from receiving the maximum value for their shares.

We have no present intention to issue any shares of preferred

stock in order to discourage or delay a change of control or for any other reason.

However, there can be no assurance that preferred

stock will not be issued at some time in the future.

Xue has control over key decision making as a result of his control of a substantial amount of our voting stock.

Zeyao Xue, the son of our president, indirectly and directly beneficially

owns 13,034,114 shares, or approximately 18.6%, of our outstanding common stock as of April 12, 2022.

Zeyao Xue’s beneficial

ownership of 18.6% of Future FinTech’s issued and outstanding common stock will likely give him the ability to control the outcome

of matters submitted to shareholders for approval, including but not limited to the election of directors and any merger, consolidation,

or sale of all or substantially all of the Company’s assets.

This concentrated control could delay, defer, or prevent a change of

control, merger, consolidation, or sale of all or substantially all of the Company’s assets that other shareholders support, or

conversely this concentrated control could result in the consummation of such a transaction that other shareholders do not support.

concentrated control could also discourage a potential investor from acquiring the common stock of the Company due to the limited voting

power of such shares.

However, there are very few precedents and little formal guidance as to how

contractual arrangements in the context of a consolidated variable interest entity should be interpreted or enforced under PRC laws and

there remain significant uncertainties regarding the ultimate outcome of such legal proceedings should legal action become necessary.

Currently, almost all of the Chinese companies listed on overseas stock exchanges that are in the internet-based business such as e-commerce

or online-gaming have adopted a VIE structure.

If the losing parties fail to carry out the court judgement or arbitration awards within

a prescribed time limit, the prevailing parties may only enforce them in PRC courts, which would require additional expenses and delay.

In the event that we are unable to enforce these contractual arrangements, or if we suffer significant delay or other obstacles in the

process of enforcing these contractual arrangements, we may not be able to exert effective control over the consolidated variable interest

entities, and our ability to conduct our business may be negatively affected.

The shareholders of the consolidated VIE

may have potential conflicts of interest with us, which may adversely affect our business and financial condition.

The shareholders of the VIE and their interests

in the VIE may differ from their interests of our Company as a whole.

These shareholders may breach, or cause the consolidated variable

interest entities to breach, the existing contractual arrangements we have with them and the consolidated variable interest entity, which

would have a material adverse effect on our ability to act as the primary beneficiary of the VIE for accounting purposes.

the shareholders may be able to cause our agreements with E-Commerce Tianjin to be performed in a manner adverse to us by, among other

things, failing to remit payments due under the contractual arrangements to us on a timely basis.

We cannot assure you that when conflicts

of interest arise, any or all of these shareholders will act in the best interests of our company or such conflicts will be resolved

in our favor.

Currently, we do not have any arrangements to

address potential conflicts of interest between these shareholders and our company, except that we could exercise our purchase option

under the exclusive option agreements with these shareholders to request them to transfer all of their equity interests in E-Commerce

Tianjin to a PRC entity or individual designated by us, to the extent permitted by PRC laws.

If we cannot resolve any conflict of interest

or dispute between us and the shareholders of the VIE, we would have to rely on legal proceedings, which could result in the disruption

of our business and subject us to substantial uncertainty as to the outcome of any such legal proceedings.

Our contractual arrangements with the consolidated

affiliated entity may not be as effective in providing operational control as direct ownership.

We have relied and expect to continue to rely

on contractual arrangements with E-Commerce Tianjin and its shareholders to operate our CCM shopping mall business.

For a description

of these contractual arrangements, see “ The VIE Contractual Arrangements .” These contractual arrangements may not

be as effective in providing us with control over such entity as direct ownership.

If we had direct ownership of E-Commerce Tianjin,

we would be able to exercise our rights as a shareholder to effect changes in the board of directors, which in turn could effect changes,

subject to any applicable fiduciary obligations, at the management level.

However, under the current contractual arrangements, we rely

on the performance by E-Commerce Tianjin and its shareholders of their contractual obligations to exercise control over the consolidated

affiliated entity.

Therefore, our contractual arrangements with the consolidated affiliated entity may not be as effective in ensuring

our control over our CCM shopping mall as direct ownership would be.

Risks Related to Our Common Stock

We are authorized to issue blank check

preferred stock, which may be issued without shareholder approval and which may adversely affect the rights of holders of our Common

We are authorized to issue 10,000,000 shares

of preferred stock.

The Board is authorized under our articles of incorporation, as amended, to provide for the issuance of shares of

preferred stock by resolution and by filing a certificate of designations under Florida law, to fix the designation, powers, preferences

and rights of the shares of each such series of preferred stock and the qualifications, limitations or restrictions thereof without any

further vote or action by the shareholders.

As of December 31, 2022, there were no shares of preferred stock issued and outstanding.

Any shares of preferred stock that are issued are likely to have priority over our Common Stock with respect to dividend or liquidation

In the event of issuance, the preferred stock could be utilized under certain circumstances as a method of discouraging, delaying

or preventing a change in control, which could have the effect of discouraging bids to acquire us and thereby prevent shareholders from

receiving the maximum value for their shares.

We have no present intention to issue any shares of preferred stock in order to discourage

or delay a change of control or for any other reason.

However, there can be no assurance that preferred stock will not be issued at some

time in the future.

Zeyao Xue has control over key decision

making as a result of his control of a substantial amount of our voting stock.

Zeyao Xue, the son of our president, indirectly

and directly beneficially owns 2,602,525 shares, or approximately 17.8%, of our outstanding common stock as of April 12,

Zeyao Xue’s beneficial ownership of 17.8% of Future FinTech’s issued and outstanding common stock will

likely give him the ability to control the outcome of matters submitted to shareholders for approval, including but not limited to the

election of directors and any merger, consolidation, or sale of all or substantially all of the Company’s assets.

This concentrated

control could delay, defer, or prevent a change of control, merger, consolidation, or sale of all or substantially all of the Company’s

assets that other shareholders support, or conversely this concentrated control could result in the consummation of such a transaction

that other shareholders do not support.

This concentrated control could also discourage a potential investor from acquiring the common

stock of the Company due to the limited voting power of such shares.

As a shareholder, even a controlling shareholder, Mr.

Zeyao Xue is entitled to vote his shares, and shares over

which he has voting control, in his own interests, which may not always be in the interests of our shareholders generally.

Anti-takeover

provisions in our charter documents and under Florida law could discourage, delay or prevent a change in control of our Company and may

affect the trading price of our Common Stock.

a Florida corporation, we are subject to certain provisions of the Florida Business Corporation

Act that have anti-takeover effects and may inhibit a non-negotiated merger or other business combination.

Our Articles of

Incorporation and Bylaws also contain other provisions which could have anti-takeover effects.

These provisions include, without limitation,

the authority of our Board of Directors to issue additional shares of preferred stock and to fix the relative rights and preferences

of the preferred stock without the need for any shareholder vote or approval, as discussed above, and advance notice procedures to be

complied with by our shareholders in order to make shareholder proposals or nominate directors, such as:

authorize the issuance

of “blank check” preferred stock that could be issued by the Board to thwart a takeover attempt;

require that directors

only be removed from office upon a majority shareholder vote;

provide that vacancies

on the board of directors, including newly created directorships, may be filled only by a majority vote of directors then in office;

limit who may call special

meetings of shareholders;

more information regarding these and other provisions, see the exhibit titled “ Description of Our Securities — Anti-Takeover

Effects of Certain Provisions of Florida Law.”

recent years, our Common Stock has been in danger of being delisted from the NASDAQ Stock Market (“NASDAQ”).

February 28, 2019, the Company received a letter from NASDAQ notifying the Company that, because the closing bid price for the Company’s

common stock listed on NASDAQ was below $1.00 for 30 consecutive trading days, the Company no longer met the minimum bid price requirement

for continued listing on NASDAQ under NASDAQ Marketplace Rule 5550(a)(2).

On May 7, 2019, the Company received a written notification

from the NASDAQ Stock Market Listing Qualifications Staff indicating that the Company has regained compliance with the $1.00 minimum

entitled to vote his shares, and shares over which he has voting control, in his own interests, which may not always be in the interests

of our shareholders generally.

Anti-takeover provisions in our charter

documents and under Florida law could discourage, delay or prevent a change in control of our Company and may affect the trading price

of our Common Stock.

As a Florida corporation, we are subject to certain

provisions of the Florida Business Corporation Act that have anti-takeover effects and may inhibit a non-negotiated merger or other

business combination.

Our Articles of Incorporation and Bylaws also contain other provisions which could have anti-takeover effects.

These provisions include, without limitation, the authority of our Board of Directors to issue additional shares of preferred stock and

to fix the relative rights and preferences of the preferred stock without the need for any shareholder vote or approval, as discussed

above, and advance notice procedures to be complied with by our shareholders in order to make shareholder proposals or nominate directors,

authorize the issuance of “blank check” preferred stock

that could be issued by the Board to thwart a takeover attempt;

require that directors only be removed from office upon a majority

shareholder vote;

provide that vacancies on the board of directors, including newly created

directorships, may be filled only by a majority vote of directors then in office;

limit who may call special meetings of shareholders;

For more information regarding these and other

provisions, see the exhibit titled “ Description of Our Securities — Anti-Takeover Effects of Certain Provisions of Florida

In recent years, our Common Stock has been

in danger of being delisted from the NASDAQ Stock Market (“NASDAQ”).

Our common stock is currently listed on the Nasdaq

Capital Market.

The NASDAQ Stock Market LLC has requirements that a company must meet in order to remain listed on NASDAQ, for example,

NASDAQ rules require us to maintain a minimum bid price of $1.00 per share of our common stock.

We may be unable to meet NASDAQ

listing requirements, including minimum bid price, minimum levels of stockholders’ equity or market values of our common stock

in which case, our common stock could be delisted.

If our common stock were to be delisted, the liquidity of our common stock would be

materially adversely affected and the market price of our common stock could decrease.

On February 28, 2019, the Company received a

letter from NASDAQ notifying the Company that, because the closing bid price for the Company’s common stock listed on NASDAQ was

below $1.00 for 30 consecutive trading days, the Company no longer met the minimum bid price requirement for continued listing on NASDAQ

under NASDAQ Marketplace Rule 5550(a)(2).

On May 7, 2019, the Company received a written notification from the NASDAQ Stock Market Listing

Qualifications Staff indicating that the Company has regained compliance with the $1.00 minimum closing bid price requirement and that

the matter is now closed.

On April 17, 2019, the Company received a notification

letter from NASDAQ stating the Company was not in compliance with NASDAQ Listing Rule 5250(c)(1), due to its failure to timely file its

Annual Report on Form 10-K for the year ended December 31, 2018 (the “2018 10-K”).

On May 21, 2019, the Company received

a notification letter from NASDAQ stating the Company was not in compliance with NASDAQ Listing Rule 5250(c)(1), due to its failure to

timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2019.

On August 20, 2019, the Company received a notification

letter from the NASDAQ stating the Company was not in compliance with NASDAQ Listing Rule 5250(c)(1), due to its failure to timely file

its Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.

On October 16, 2019, the Company received

a letter from the NASDAQ notifying the Company that it has regained compliance with NASDAQ’s periodic filing requirements for continued

listing on the Nasdaq Capital Market.

The letter noted that as a result of the September 3, 2019 filing of the Form 10-K for

the year ended on December 31, 2018 and the September 30, 2019 filing of the Forms 10-Q for the periods ended March 31,

and June 30, 2019 with the Securities and Exchange Commission, the Company has regained compliance with Listing Rule 5250(c)(1)

and the matter is now closed.

On September 4, 2019, the Company received

written notice from the NASDAQ stating that the Company did not meet the requirement of maintaining a minimum of $2,500,000 in

stockholders’ equity for continued listing on the NASDAQ Capital Market, as set forth in NASDAQ Listing Rule 5550(b)(1), the Company

also does not meet the alternative of market value of listed securities of $35 million under NASDAQ Listing Rule 5550(b)(2)

or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the last three

most recently completed fiscal years under NASDAQ Listing Rule 5550(b)(3), and the Company is no longer in compliance with the NASDAQ

Listing Rules.

On March 18, 2020, the Company received written notice form NASDAQ stating that the Company complies with the Listing

Rule 5550(b)(1).

On November 4, 2019, the Company received a letter

from the Nasdaq notifying the Company that, because the closing bid price for the Company’s common stock listed on Nasdaq

was below $1.00 for 30 consecutive trading days, the Company no longer meets the minimum bid price requirement for continued listing

on Nasdaq under Nasdaq Marketplace Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share.

On April 14, 2020,

the Company received a written notification from the Nasdaq indicating that the Company has regained compliance with the $1.00 minimum

closing bid price requirement and that the matter is now closed.

April 17, 2019, the Company received a notification letter from NASDAQ stating the Company was not in compliance with NASDAQ Listing

Rule 5250(c)(1), due to its failure to timely file its Annual Report on Form 10-K for the year ended December 31, 2018 (the “2018

On May 21, 2019, the Company received a notification letter from NASDAQ stating the Company was not in compliance

with NASDAQ Listing Rule 5250(c)(1), due to its failure to timely file its Quarterly Report on Form 10-Q for the quarter ended March

On August 20, 2019, the Company received a notification letter from the NASDAQ stating the Company was not in compliance with

NASDAQ Listing Rule 5250(c)(1), due to its failure to timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.

16, 2019, the Company received a letter from the NASDAQ notifying the Company that it has regained compliance with NASDAQ’s

periodic filing requirements for continued listing on the Nasdaq Capital Market.

The letter noted that as a result of the September

3, 2019 filing of the Form 10-K for the year ended on December 31, 2018 and the September 30, 2019 filing of the Forms

10-Q for the periods ended March 31, and June 30, 2019 with the Securities and Exchange Commission, the Company has regained

compliance with Listing Rule 5250(c)(1) and the matter is now closed.

4, 2019, the Company received written notice from the NASDAQ stating that the Company did not meet the requirement of maintaining a minimum

of $2,500,000 in stockholders’ equity for continued listing on the NASDAQ Capital Market, as set forth in NASDAQ Listing

Rule 5550(b)(1), the Company also does not meet the alternative of market value of listed securities of $35 million under NASDAQ

Listing Rule 5550(b)(2) or net income from continuing operations of $500,000 in the most recently completed fiscal year or

in two of the last three most recently completed fiscal years under NASDAQ Listing Rule 5550(b)(3), and the Company is no longer in compliance

with the NASDAQ Listing Rules.

On March 18, 2020, the Company received written notice form NASDAQ stating that the Company complies with

the Listing Rule 5550(b)(1).

November 4, 2019, the Company received a letter from the Nasdaq notifying the Company that, because the closing bid price for

the Company’s common stock listed on Nasdaq was below $1.00 for 30 consecutive trading days, the Company no longer meets the minimum

bid price requirement for continued listing on Nasdaq under Nasdaq Marketplace Rule 5550(a)(2), which requires a minimum bid

price of $1.00 per share.

On April 14, 2020, the Company received a written notification from the Nasdaq indicating that the Company

has regained compliance with the $1.00 minimum closing bid price requirement and that the matter is now closed.

March 1, 2022, Future FinTech Group Inc.

(the “Company”) received a letter from the Nasdaq Stock Market (“Nasdaq”)

notifying the Company that, because the closing bid price for the Company’s common stock listed on Nasdaq was below $1.00

for 30 consecutive trading days, the Company no longer meets the minimum bid price requirement for continued listing on Nasdaq under

Nasdaq Marketplace Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share (the “Minimum Bid Price Requirement”).

The notification has no immediate effect on the listing of the Company’s common stock.

In accordance with Nasdaq Marketplace Rule

5810(c)(3)(A), the Company has a period of 180 calendar days from the date of notification, until August 29, 2022 (the “Compliance

Period”), to regain compliance with the Minimum Bid Price Requirement.

If at any time before the expiration of the Compliance

Period the bid price of the Company’s common stock closes at or above $1.00 per share for a minimum of 10 consecutive

business days, Nasdaq will provide written notification that the Company has achieved compliance with the Minimum Bid Price Requirement.

If the Company does not regain compliance by the end of the Compliance Period, the Company may be eligible for an additional 180 calendar

day period to regain compliance.

To qualify, the Company will be required to meet the continued listing requirement for market value

of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement,

and will need to provide written notice of its intention to cure the deficiency during the second compliance period by effecting a reverse

stock split, if necessary.

However, if it appears to Nasdaq that the Company will not be able to cure the deficiency, or if the Company

is otherwise not eligible, Nasdaq will provide notice that the Company’s securities will be subject to delisting.

The Company intends

to continue actively monitoring the bid price for its common stock between now and the expiration of the Compliance Period and will consider

all available options to resolve the deficiency and regain compliance with the Minimum Bid Price Requirement.

1B – UNRESOLVED STAFF COMMENTS

On March 1, 2022, the Company received a letter

from the Nasdaq Stock Market (“Nasdaq”) notifying the Company that, because the closing bid price for the Company’s

common stock listed on Nasdaq was below $1.00 for 30 consecutive trading days, the Company no longer meets the minimum bid price requirement

for continued listing on Nasdaq under Nasdaq Marketplace Rule 5550(a)(2), which requires a minimum bid price of $1.00 per share

(the “Minimum Bid Price Requirement”).

The Company has a period of 180 calendar days from the date of notification,

until August 29, 2022 (the “Compliance Period”), to regain compliance with the Minimum Bid Price Requirement.

August 30, 2022, the Company received a written notification from the NASDAQ Stock Market Listing Qualifications Staff (the “Staff”)

indicating that the Company has been granted an additional 180 calendar day period or until February 27, 2023, to regain compliance with

the $1.00 minimum closing bid price requirement for continued listing on the NASDAQ Capital Market pursuant to NASDAQ Listing Rule.

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’s

shares of common stock began to trade on the NASDAQ Stock Market on the post-Reverse Stock Split basis under the symbol “FTFT”

on February 1, 2023.

On February 15, 2023, the Company received a written notification from the NASDAQ Stock Market Listing Qualifications

Staff indicating that the Company has regained compliance with the $1.00 minimum closing bid price requirement for continued listing

on the NASDAQ Capital Market pursuant to NASDAQ Listing Rule 5550(a)(2) and that the matter is now closed.

ITEM 1B – UNRESOLVED STAFF COMMENTS

Not applicable.

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 1A. Risk Factors