What changed in this filing

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Item 7. Management’s Discussion and Analysis

2023-04-19 compared with 2022-04-15 · 647 added, 437 removed, 45 unchanged (96% of the section changed)

7 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

following discussion and analysis of the consolidated financial condition and results of operations should be read in conjunction with

our consolidated financial statements and related notes appearing elsewhere in this report.

This discussion and analysis contains forward-looking

statements that involve risks, uncertainties and assumptions.

Our actual results could differ materially from the results described in

or implied by these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this

Annual Report on Form 10-K, particularly under the heading “Risk Factors.”

FinTech is a holding company incorporated under the laws of the State of Florida.

The Company historically engaged in the production

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

fruit cider beverages) in People’s Republic of China (“PRC” or “China”).

Due to drastically increased production

costs and tightened environmental laws in China, the Company had transformed its business from fruit juice manufacturing and distribution

to a real-name blockchain based e-commerce platform, supply chain financing services and trading business and financial technology business.

The main business of the Company includes an online shopping platform, Chain Cloud Mall (“CCM”), which is based on blockchain

supply chain financing services and trading, financial technology service business and the application and development of

blockchain-based technology in financial technology services.

The Company has also expanded into financial services and cryptocurrency

market data and information service businesses.

August 6, 2021, the Company completed acquisition of 90% of the issued and outstanding shares of Nice Talent Asset Management Limited

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

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

on Securities and Type 9:

ITEM 7 – MANAGEMENT’S DISCUSSION

AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the

consolidated financial condition and results of operations should be read in conjunction with the consolidated financial statements and

related notes appearing elsewhere in this report.

This discussion and analysis contains forward-looking statements that involve risks,

uncertainties and assumptions.

Our actual results could differ materially from the results described in or implied by these forward-looking

statements as a result of various factors, including those discussed below and elsewhere in this Annual Report on Form 10-K, particularly

under the heading “Risk Factors.”

Future FinTech is a holding company incorporated under the laws of

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

As a holding company with no material operations of our own, we conduct

a substantial majority of our operations through our subsidiaries and contractual arrangements with a variable interest entity (VIE) –

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

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

to investors.

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

juices), fruit beverages (including fruit juice beverages and fruit cider beverages) in People’s Republic of China.

Due to drastically

increased production costs and tightened environmental laws in China, the Company had transformed its business from fruit juice manufacturing

and distribution to a real-name blockchain based e-commerce platform, supply chain financing services and trading business and financial

services and technology business.

The business operations of the Company include blockchain based online shopping platform, Chain Cloud

Mall (“CCM”), supply chain financing services and trading, asset management and money transfer service.

The Company is also

developing cryptocurrency mining and cryptocurrency market data services.

On August 6, 2021, the Company completed acquisition

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

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

NTAM is licensed under the Securities and Futures Commission of

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

Advising on Securities and Type 9:

Asset Management.

September 1, 2021, FTFT UK Limited, a company organized under the laws of United Kingdom and a wholly owned subsidiary of the Company

(“FTFT UK”) entered into a Share Purchase Agreement with Rahim Shah, a resident of United Kingdom (“Seller”)

to acquire 100% of the issued and outstanding shares (the “Sale Shares”) of Khyber Money Exchange Ltd., which is a money

In December 2021, FTFT Capital Investments, LLC

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

trading information from a large number of cryptocurrency exchanges.

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

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

The FTFTX app is free to download

on Google Play and the Apple Store.

March 2022, FTFT UK Limited received has received approval to operate as an Electronic Money Directive (“EMD”) Agent and

has been registered as such with the Financial Conduct Authority (FCA), a UK regulator.

This status grants FTFT UK Limited the ability

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

On April 18, 2022, the

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

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

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

respectively.

has no operation before the acquisition.

The Company plans to develop bitcoin and other cryptocurrency mining

and related services in Paraguay.

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

on July 28, 2022.

On September 29, 2022, FTFT UK Limited

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

England and Wales, from Rahim Shah, a resident of United Kingdom for a total of Euros €685,000 (“Purchase Price”),

pursuant to a Share Purchase Agreement (the “Agreement”) dated September 1, 2021.

Khyber Money Exchange Ltd.

transfer company with a platform for transferring money through one of its agent locations or via its online portal, mobile platform

1 unchanged sentence

Khyber Money Exchange Ltd.

is regulated by the UK Financial Conduct Authority (FCA) and the parties are waiting

for the approval by the FCA before formal closing of the transaction.

In December 2021, FTFT Capital Investments, LLC officially launched

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

from a large number of cryptocurrency exchanges.

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

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

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

March 2022, FTFT UK received has received approval to operate as an Electronic Money Directive (“EMD”) Agent and has been

registered as such with the Financial Conduct Authority (FCA), a UK regulator.

This status grants FTFT UK the ability to distribute or

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

are a holding company incorporated in Florida and we are not a Chinese operating company.

As a holding company with no material operations

of our own, we conduct a substantial majority of our operations through our subsidiaries and VIE E-Commerce Tianjin in China and this

structure involves unique risks.

Our shares of common stock are shares of our Florida holding company, and we do not have any equity

ownership of our VIE, instead we control and receive the economic benefits of our VIE’s business operations through certain contractual

arrangements, which are used to replicate foreign investment in Chinese-based companies where Chinese law prohibits direct foreign investment

in value added telecom/e-commerce business.

Chinese regulatory authorities could disallow the VIE structure, which would likely result

in a material change in our operations and/or value of our shares, including that it could cause the value of shares to significantly

are legal and operational risks associated with being based in and having a substantial majority of operations in China and Hong Kong.

These risks could result in a material change in our operations and/or the value of our common stock or could significantly limit or

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

decline or be worthless.

Recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations

in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over

China-based companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of cybersecurity

reviews, and expanding the efforts in anti-monopoly enforcement.

On July 6, 2021, the General Office of the Communist Party of China

Central Committee and the General Office of the State Council jointly issued an announcement to crack down on illegal activities in the

securities market and promote the high-quality development of the capital market, which, among other things, requires the relevant governmental

authorities to strengthen cross-border oversight of law-enforcement and judicial cooperation, to enhance supervision over China-based

companies listed overseas, and to establish and improve the system of extraterritorial application of the PRC securities laws.

the PRC State Internet Information Office issued the Measures of Cybersecurity Review (Revised Draft for Comments, not yet effective),

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 of the date of this report, these new laws and guidelines have not impacted the Company’s

ability to conduct its business, accept foreign investments, or list on a U.S.

or other foreign stock exchange;

however, there are uncertainties

in the interpretation and enforcement of these new laws and guidelines, which could materially and adversely impact our business and

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

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

approval by the FCA before the formal closing of the transaction.

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

Exchange Ltd.

to FTFT Finance UK Limited.

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

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

(the “Company”)

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

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

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

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

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

Alpha SZ provides technical support services

We are a holding company incorporated in Florida

and we are not a Chinese operating company.

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

of our operations through our subsidiaries and the VIE E-Commerce Tianjin in China and this structure involves unique risks.

of common stock are shares of our Florida holding company, and we do not have any equity ownership of the VIE, instead we control and

is the primary beneficiary of the VIE for accounting purposes through certain contractual arrangements, which are used to provide investors

with exposure foreign investment in Chinese-based companies where Chinese law prohibits or restricts direct foreign investment in value

added telecom/e-commerce business.

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

change in our operations and/or value of our securities, including that it could cause the value of our securities to significantly decline

or worthless.

See “Risk Factors— 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.”

There are legal and operational risks associated

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

Recently, the PRC government initiated a series of

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

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

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

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

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

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

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

of extraterritorial application of the PRC securities laws.

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

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

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

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

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

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

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

On November 14, 2021, CAC published the Administration

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

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

the Office of Cybersecurity Review.

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

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

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

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

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

On July 7, 2022,

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

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

any data processor transfers important data to overseas;

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

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

(iii) any data processor who provides

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

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

and (iv) other circumstances under which

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

On February 17, 2023, the CSRC released the

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

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

The New Overseas Listing Rules require Chinese domestic enterprises

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

The required filing

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

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

of issuers already listed overseas.

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

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

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

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

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

Furthermore, upon

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

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

disclosure of the event:

(i) change of control;

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

other competent authorities;

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

or (iv) voluntary or mandatory delisting.

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

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

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

The revised Archives Rules expands their application to cover indirect overseas

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

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

with the secrecy administrative department at the same level.

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

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

or other foreign stock exchange;

Our VIE and certain subsidiaries of the Company are incorporated and operating in mainland China and they have received all required

permissions from Chinese authorities to operate their current business in China, including a Business license, Bank Account Open Permits

and Value Added Telecom Business License.

Cloud Mall is a unique real-name based blockchain e-commerce shopping platform that integrates blockchain, internet technology.

CCM shared shopping mall platform is designed to be a block-chain based shopping mall for merchants and goods, not the exchange of digital

currencies, and it currently only accepts payment from credit cards, Alipay and WeChat.

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

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

dominated by social media influencers.

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

video, and all forms communication through the platform.

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

social media used by customers, etc.

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

distributors through meetings and conferences.

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

large gatherings.

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

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

Due to the lack of new

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

Also, since the second quarter of

2021, the Company has transformed its member-based business model of Chain Cloud Mall to a sale agent based eCAAS platform and began

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

Company currently has nine direct wholly-owned subsidiaries:

DigiPay FinTech Limited (“DigiPay”), a company incorporated

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

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

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

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

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

Future FinTech Labs Inc., a company

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

a company incorporated under the laws of Ohio.

Foods Holdings Limited (“SkyPeople BVI”) was a wholly owned subsidiary of the Company and a company organized under the laws

of the British Virgin Islands, which held 100% of the equity interest of HeDeTang Holdings (HK) Ltd.

(“HeDeTang HK”), a company

organized under the laws of the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”),

and HeDeTang HK held 73.42% of the equity interest of SkyPeople Juice Group Co., Ltd., (“SkyPeople (China)”), a company incorporated

under the laws of the PRC.

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

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

On February 27,

2020, SkyPeople BVI (the “Seller”) completed the transfer of its ownership of HeDeTang HK to New Continent International

(the “Buyer”), an unrelated third party and a company incorporated in the British Virgin Islands for a total price

of RMB 0.6 million (approximately $85,714), pursuant to a Share Transfer Agreement entered into by the Seller and the Buyer on September

18, 2019 and approved at the special shareholders meeting of the Company on February 26, 2020 (the “Sale Transaction”).

BVI had no operational assets or business after the transfer and the Company dissolved SkyPeople BVI on July 27, 2020.

Shopping Mall

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

transformed the CCM shopping mall from a member based platform to a sale agent based eCAAS platform.

The eCAAS platform is entrusted

by the Anti-Counterfeiting Committee to run its Responsible Brand Program.

Anti-Counterfeiting

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

After acceptance, these companies are authorized

to use 315 anti-counterfeiting labels on their products and sell them on our eCAAS platform.

The companies can also use sales agents

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

Any new sales

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

sales agent services on the platform.

and Aluminum Ingots Supply Chain Financing Service and Trading

the second quarter of 2021, we started coal supply chain financing service and trading business.

Since the third quarter of 2021, we

started aluminum ingots supply chain financing service and trading business.

supply chain finance business mainly serves the receivables and payables of industrial customers, obtains the creditor’s rights

or commodity goods rights of large state-owned enterprises through trade execution, provides customers with working capital, accelerates

capital turnover, and then expands the business scale and improves the industrial value.

our supply chain service ability and customer resources, we can tap into low-risk assets, flexibly carry out financial services around

the actual financial needs of certain industries, and reduce the overall risk of the business by using the control of business flow,

goods logistics and capital flow in the process of commodity circulation.

focus on bulk coal and aluminum ingots an take large state-owned or listed companies as the core service targets;

We use our own funds

as the operation basis, actively uses a variety of channels and products for financing, such as banks, commercial factoring companies,

accounts receivable, asset-backed securities, and other innovative financing methods to obtain sufficient funds.

sign purchase and sale agreements with suppliers and buyers.

The suppliers are responsible for the supply and transportation of coal

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

We select the customers

and suppliers that have good credit and reputation.

Management Service .

engages assets management and advisory services.

NTAM’s main revenue is generated from providing professional advices to customers

and management fees for managing the investment of the clients.

NTAM is licensed under the Securities and Futures Commission of

Hong Kong (SFC) for carrying out regulated activities in “Advising on Securities” and “Asset Management”.

offers diversified asset management portfolio for professional investors.

Assets of NTAM’s clients are held in banks, where clients

gave the banks their authorization allowing NTAM to place trading instructions on behalf of the clients in order to manage the clients’

engages in following asset management services for its clients:

manages clients’ investment portfolio in stocks of the companies listed on the international market with strong liquidity.

same time, it selects companies that have unique or differentiated businesses, realizing above average profit growth.

NTAM manages clients’ investment portfolio in bonds that are denominated in major international currencies such as US dollar, euro

and sterling, the issuer of debts shall have good credit rating and asset liability ratio.

Through active management, NTAM focus in bonds

with higher yield to maturity among bonds with the same maturity and credit rating.

metals and currencies investment

also manages clients’ investment portfolio in major international currencies and precious metals, including US dollar, euro, British

pound, Japanese yen, Australian dollar and offshore Chinese yuan.

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

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

foreign stock exchange.

In the opinion of our PRC counsel Fengdong Law Firm, the VIE and certain subsidiaries of the Company are incorporated

and operating in mainland China and they have received all required permissions from Chinese authorities to operate their current business

in China, including a Business license, Bank Account Open Permits and Value Added Telecom Business License.

As of the date of this report,

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

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

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

However, given the current PRC regulatory environment, it is uncertain whether we, our subsidiaries or the VIE, will be able to obtain

permission from the PRC government to offer our securities to foreign investors, and even when such permission is obtained, whether it

will be denied or rescinded.

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

conclude that such permissions or approvals are not required, or applicable laws, regulations, or interpretations change and we or our

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

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

If applicable laws, regulations, or interpretations change and the VIE is required to obtain permissions or approvals in the future,

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

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

affect our current corporate structure and business operations.

Chain Cloud Mall is

a unique real-name based blockchain e-commerce shopping platform that integrates blockchain, internet technology.

The CCM shared shopping

mall platform is designed to be a block-chain based shopping mall for merchants and goods, not the exchange of digital currencies, and

it currently only accepts payment from credit cards, Alipay and WeChat.

The Company started

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

The cross-border

e-commerce platform aimed to build a new s2b2c (supplier to business and consumer) outsourcing sales platform dominated by social media

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

through the platform.

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

Company’s promotion strategy previously mainly relied on the training of members and distributors through meetings and conferences.

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

These restrictions made the promotion

strategy for our online e-commerce platforms difficult to be implemented and the Company has experienced difficulties to subscribe new

members for its online e-commerce platforms.

Due to the lack of new subscribers, in June 2021, the Company suspended its cross-border

e-commerce platform (NONOGIRL) which has been closed now.

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

business model of Chain Cloud Mall to a sale agent based eCAAS platform and began to provide supply chain financing services and trading

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

The Company currently has ten directly controlled

subsidiaries:

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

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

under the laws of Cayman Islands (“GlobalKey Shared Mall”), Tianjin Future Private Equity Fund Management Partnership, a

Limited Partnership under the laws of China, FTFT UK Limited, a company incorporated under the laws of United Kingdom, Future Fintech

Digital Capital Management, LLC, a company incorporated under the laws of Connecticut, Future Fintech Digital Number One GP, LLC, a company

incorporated under the laws of Connecticut, Future FinTech Labs Inc., a company incorporated under the laws of New York, FTFT SuperComputing

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

SkyPeople Foods Holdings Limited (“SkyPeople

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

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

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

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

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

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

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

On February 27, 2020, SkyPeople

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

(the “Buyer”),

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

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

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

SkyPeople BVI had no operational assets

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

CCM Shopping Mall

Due to the lack of new member subscriptions caused

by restrictions on our promotion strategy for the control of spread of COVID-19, we have transformed the CCM shopping mall from a member

based platform to a sale agent based eCAAS platform.

The eCAAS platform is entrusted by the Anti-Counterfeiting Committee to run its

Responsible Brand Program.

Anti-Counterfeiting Committee will review and

accept the companies to join its Responsible Brand Program.

After acceptance, these companies are authorized to use 315 anti-counterfeiting

labels on their products and sell them on our eCAAS platform.

The companies can also use sales agents to sell their products on our eCAAS

platform and parties can negotiate the commission percentages for the products sold.

Any new sales agent must be recommended by existing

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

Coal and Aluminum Ingots Supply Chain Financing

Service and Trading

Since the second quarter

of 2021, we started coal supply chain financing service and trading business.

Since the third quarter of 2021, we started aluminum ingots

supply chain financing service and trading business.

Our supply chain finance business mainly serves

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

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

scale and improves the industrial value.

Through our supply chain service ability and

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

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

process of commodity circulation.

We focus on bulk coal and aluminum ingots and

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

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

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

and other innovative financing methods to obtain sufficient funds.

We sign purchase and sale agreements with suppliers and buyers.

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

of aluminum ingots to us in certain warehouses.

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

goods and lower margin for the transaction.

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

The Company’s revenues are substantially

reported on a net basis as the supply chain service is primarily responsible for providing the underlying supply chain service and the

Company does not control the service provided by the supply chain supplier to the customer.

Asset Management

NTAM engages assets management and advisory services.

NTAM’s main revenue is generated from providing professional advices to customers and management fees for managing the investment

of the clients.

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

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

NTAM offers diversified asset management portfolio for professional

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

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

NTAM mainly engages in following asset management services for its

(1) Equity Investment

NTAM manages clients’ investment portfolio

in stocks of the companies listed on the international market with strong liquidity.

At the same time, it selects companies that have

unique or differentiated businesses, realizing above average profit growth.

(2) Debt investment

When NTAM manages clients’ investment portfolio

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

good credit rating and asset liability ratio.

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

with the same maturity and credit rating.

(3) Precious metals and currencies investment

NTAM also manages clients’ investment portfolio

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

offshore Chinese yuan.

Precious metals include gold, platinum and silver.

With research on

the fundamentals of market supply and demand to predict the trend of commodity prices, NTAM endeavors to improve the rate of return for

clients through dual currency investment, options and structured products.

(4) Derivative

also manages clients’ investment portfolio in financial derivatives in different asset classes, such as options and structured

Asset Management Services (EAM)

business takes customer demand as the service purpose, cooperates with several private banks which provide asset custody services, and

innovatively introduces the function of investment bank to provide exclusive private solutions for our clients.

main revenue is generated from providing professional advices to clients and management fees for managing the investment of the clients.

of March 15, 2022, NTAM has approximately US$260 million assets under its management.

Developments Related to the COVID-19 Outbreak

In December 2019, a novel

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

On March 11, 2020, the World Health Organization

characterized the outbreak as a “pandemic”.

In early 2020, Chinese government took emergency measures to combat the spread

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

response to the evolving dynamics related to the COVID-19 outbreak, the Company is following the guidelines of local authorities as it

prioritizes the health and safety of its employees, contractors, suppliers and business partners.

Our offices in China were closed and

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

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

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

customers in case of any resurgence of COVID-19.

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

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

The business operations of

the third parties’ stores on our e-commerce platform have been and continue to be negatively impacted by the outbreak, which in

turn adversely affects the business of our platform as a whole as well as our financial condition and operating results.

has had and continues to have disruption to our supply chain, logistics providers, customers or our marketing activities with the new

variants of COVID-19, which could materially adversely impact our business and results of operations.

Although China has already begun

to recover from the outbreak of COVID-19, there are still outbreak in various cities and provinces due to new variants, including

the recent outbreak of Omicron variant in Xi’an city, Hong Kong and Shanghai city in 2022, which have resulted quarantines, travel

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

The Company’s promotion strategy of CCM

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

Although China has

already begun to recover from the outbreak of COVID-19, there are still outbreak in various cities and provinces due to new variants

including the recent outbreak of Omicron variant in Xi’an city, Hong Kong and Shanghai city during the first quarter of 2022 which

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

Chinese government

still puts a restriction on large gatherings.

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

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

lack of new subscribers, in June 2021, the Company suspended its cross-border e-commerce platform NONOGIRL.

Also, since the second quarter

of 2021, the Company has transformed its member-based Chain Cloud Mall to a sale agent based eCAAS platform and began to provide supply

With research on the fundamentals of market supply and demand

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

options and structured products.

(4) Derivative Investment

NTAM also manages clients’ investment portfolio

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

(5) External Asset Management Services (EAM)

This business takes customer demand as the service

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

bank to provide exclusive private solutions for our clients.

NTAM’s main revenue is generated from providing

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

As of March 15, 2023, NTAM has approximately

US$300 million assets under its management.

Money Transfer Business

FTFT Finance UK Limited (“FTFT Finance”)

formerly known as Khyber Money Exchange Ltd.

was acquired by FTFT UK in September 2022.

It is regulated by UK Financial Conduct Authority

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

FTFT Finance was incorporated in 2009 and is a pioneer in

the UK for money remittance services.

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

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

FTFT Finance is headquartered in the UK

and it has a trade name of FTFT Pay.

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

and become a global name in money remittance services.

FTFT Finance is a financial platform that enables

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

cost, transparent exchange rate and without any hidden charges.

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

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

The FTFT Pay platform and system

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

countries across the Middle East and Southeast Asia.

Remittance service is a highly saturated market

in the United Kingdom.

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

(formerly known as Transfer Wise), Remitly and Remit World as its main competitors.

FTFT Finance has an edge over companies like wise

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

its rebate from local banks is Free of Cost.

approach provides gives us an advantage over our competitors.

In the Year 2022, the total UK Remittance

Market was estimated to be valued at $49.55 billion with a growth rate of 6.0% according to a report of Remittance Brave Global

Headwinds of World Bank in November 2022.

It is also estimate that by the year 2027 the UK’s remittance market will be $66.5 billion according

to the UK remittance statistics from Finder.com.

Expats living in the United Kingdom often send

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

The UK has a large migrant population of Indians,

Pakistanis and Bangladeshis.

FTFT Finance has been in money remittance business

since 2009 and has over 500,000 customers.

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

out to new customers.

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

transactions as well as marketing and promotions.

The management of FTFT Finance are currently engaged

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

Money Exchange brand.

Recent Developments Related to the COVID-19

In December 2019, a

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

On March 11, 2020, the World Health

Organization characterized the outbreak as a “pandemic”.

In early 2020, Chinese government took emergency measures to

combat the spread of the virus, including quarantines, travel restrictions, and the temporary closure of office buildings and facilities

In response to the evolving dynamics related to the COVID-19 outbreak, the Company followed the guidelines of local authorities

as it prioritizes the health and safety of its employees, contractors, suppliers and business partners.

Our offices in China were closed

and the employees worked from home at the end of January 2020 until late March 2020.

The quarantines, travel restrictions, and the temporary

closure of office buildings have materially negatively impacted our business.

Our suppliers were negatively affected, and could continue

to be negatively affected in their ability to supply and ship products to our customers in case of any resurgence of COVID-19.

Our customers

that have been negatively impacted by the outbreak of COVID-19 may reduce their budgets to purchase products and services from us, which

may materially adversely impact our revenue.

The business operations of the third parties’ stores on our e-commerce platform have

been and continue to be negatively impacted by the outbreak, which in turn adversely affects the business of our platform as a whole

as well as our financial condition and operating results.

The outbreak has had and continues to have disruption to our supply chain,

logistics providers, customers or our marketing activities with the new variants of COVID-19, which could materially adversely impact

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

There was outbreak in various cities and provinces due to Omicron variant in Xi’an city, Hong Kong, Shanghai and Beijing in 2022,

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

In December 2022,

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

January 2023, which has disrupted our business operations in China.

The Company’s promotion strategy of CCM Shopping Mall previously

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

Chinese government put a restriction on large

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

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

Due to the lack of new subscribers, in June

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

Also, since the second quarter of

2021, the Company has transformed its member-based Chain Cloud Mall to a sale agent based eCAAS platform and began to provide supply

chain financing services.

global economy has also been materially negatively affected by the COVID-19 and there is continued severe uncertainty about the duration

and intensity of its impacts.

The global economy has

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

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

the potential economic impact brought by, and the duration of COVID-19 and its new variants may be difficult to assess or predict, a

widespread pandemic could result in significant disruption of global financial markets, reducing our ability to access capital, which

could negatively affect our liquidity.

In addition, a recession or market correction resulting from the spread of COVID-19 and its new

variants could materially negatively affect our business and the value of our common stock.

as we do not have access to a revolving credit facility, there can be no assurance that we would be able to secure commercial debt financing

in the future in the event that we require additional capital.

We currently believe that our financial resources will be adequate to

see us through the outbreak.

However, in the event that we do need to raise capital in the future, outbreak-related instability in the

securities markets could adversely affect our ability to raise additional capital.

Consequently,

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

Any potential further impact to our

results will depend on, to a large extent, future developments and new information that may emerge regarding the duration and

severity of the COVID-19, new variants of COVID-19, the efficacy and distribution of COVID-19 vaccines and the actions taken by

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

September 18, 2019, SkyPeople Foods Holdings Limited, entered into a Share Transfer Agreement (the “Agreement”) with New

Continent International Co., Ltd., (the “Buyer”) a company incorporated in the British Virgin Islands.

Pursuant to the terms

of the Agreement, the Buyer purchased 100% ownership of HeDeTang HK from SkyPeople Foods Holdings Limited, which value is primarily derived

from HeDeTang HK’s wholly-owned subsidiary HeDeJiaChuan Holdings Co., Ltd.

and 73.41% owned subsidiary SkyPeople Juice Group Co.,

Ltd., for a total price of RMB 600,000 (approximately $85,714) (the “Sale Transaction”).

The Sale Transaction was closed

on February 27, 2020.

In accordance with ASC Topic 205, Presentation of Financial Statement Discontinued Operations (“ASC

Topic 205”), the Company presented the operation results of HeDeTang HK and its subsidiaries as a discontinued operation, as the

Company believed that no continued cash flow would be generated by the discontinued component and that the Company would have no significant

continuing involvement in the operations of the discontinued component.

The total assets of HeDeTang HK were $106.85 million as of February

27, 2020 and the total liabilities of HeDeTang HK were $231.21 million as of February 27, 2020, resulting in a gain on disposal of $123.69

There was no income or loss from HeDeTang HK from January 1, 2020 to the close of Sale Transaction.

March 11, 2020, the Company’s Board of Directors passed a resolution to sell the operation of Globalkey Supply Chain Limited and

Zhonglian Hengxin Assets Management Co., Ltd (“Zhonglian Hengxin”) and close the operation of Digital Online Marketing Limited, SkyPeople Foods Holdings Limited and Chain Future Digital Tech (Beijing) Co., Ltd.

on the disposal plan and in accordance with ASC 205-20, the Company presented the operating results from these operations as a discontinued

On May 7, 2020, Future Business Management Co.,

completed the transfer of its ownership of Zhonglian Hengxin to an individual third party.

On July 24, 2020, the Company’s

Board of Directors passed a resolution to sale the operation of Hedetang Farm Products Trading Markets (Mei County) Co., Ltd.

the operation of Chain Cloud Mall Logistics Center (Shaanxi) Co., Ltd, a subsidiary located in the national kiwifruit Industrial Park

of Baoji City (“CCM Logistics”).

On July 27, 2020, Skypeople Foods Holdings Limited was dissolved;

On July 28, 2020, Digital

Online Marketing Limited was dissolved;

While the potential

economic impact brought by, and the duration of COVID-19 and its new variants may be difficult to assess or predict, a widespread pandemic

could result in significant disruption of global financial markets, reducing our ability to access capital, which could negatively affect

our liquidity.

In addition, a recession or market correction resulting from the spread of COVID-19 and its new variants could materially

negatively affect our business and the value of our common stock.

Further, as we do not

have access to a revolving credit facility, there can be no assurance that we would be able to secure commercial debt financing in the

future in the event that we require additional capital.

We currently believe that our financial resources will be adequate to see us

through the outbreak.

However, in the event that we do need to raise capital in the future, outbreak-related instability in the securities

markets could adversely affect our ability to raise additional capital.

Consequently, our results of operations have

been materially and adversely affected by COVID-19 pandemic.

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

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

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

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

Discontinued Operations

On September 18, 2019, SkyPeople Foods Holdings

Limited, entered into a Share Transfer Agreement (the “Agreement”) with New Continent International Co., Ltd., (the “Buyer”)

a company incorporated in the British Virgin Islands.

Pursuant to the terms of the Agreement, the Buyer purchased 100% ownership of HeDeTang

HK from SkyPeople Foods Holdings Limited, which value is primarily derived from HeDeTang HK’s wholly-owned subsidiary HeDeJiaChuan

Holdings Co., Ltd.

and 73.41% owned subsidiary SkyPeople Juice Group Co., Ltd., for a total price of RMB 600,000 (approximately $85,714)

(the “Sale Transaction”).

The Sale Transaction was closed on February 27, 2020.

In accordance with ASC Topic 205, Presentation

of Financial Statement Discontinued Operations (“ASC Topic 205”), the Company presented the operation results of HeDeTang

HK and its subsidiaries as a discontinued operation, as the Company believed that no continued cash flow would be generated by the discontinued

component and that the Company would have no significant continuing involvement in the operations of the discontinued component.

total assets of HeDeTang HK were $106.85 million as of February 27, 2020 and the total liabilities of HeDeTang HK were $231.21 million

as of February 27, 2020, resulting in a gain on disposal of $123.69 million.

There was no income or loss from HeDeTang HK from January

1, 2020 to the close of Sale Transaction.

On March 11, 2020, the Company’s Board

of Directors passed a resolution to sell the operation of Globalkey Supply Chain Limited and Zhonglian Hengxin Assets Management Co.,

Ltd (“Zhonglian Hengxin”) and close the operation of Digital Online Marketing Limited, SkyPeople Foods Holdings Limited and

Chain Future Digital Tech (Beijing) Co., Ltd.

Based on the disposal plan and in accordance with ASC 205-20, the Company presented the

operating results from these operations as a discontinued operation.

On May 7, 2020, Future Business Management Co., Ltd.

completed the

transfer of its ownership of Zhonglian Hengxin to an individual third party.

On July 24, 2020, the Company’s Board of Directors

passed a resolution to sale the operation of Hedetang Farm Products Trading Markets (Mei County) Co., Ltd.

and close the operation of

Chain Cloud Mall Logistics Center (Shaanxi) Co., Ltd, which was dissolved and deregistered in June 2022.

On July 27, 2020, Skypeople Foods

Holdings Limited was dissolved;

On July 28, 2020, Digital Online Marketing Limited was dissolved;

On November 12, 2020, CCM Tianjin, a wholly owned

7 unchanged sentences

that it owns to Liyuan Ying for RMB1,000 (approximately $147).

April 9, 2021, FT Commercial Management (Beijing) Co., Ltd.

On April 9, 2021, FT Commercial Management (Beijing)

was dissolved and deregistered.

August 2, 2021, the Company sold Guangchengji (Guangdong) Industrial Co., Ltd.

On August 2, 2021, the Company sold Guangchengji

(Guangdong) Industrial Co., Ltd.

to an unrelated third party.

On September 2, 2021, Future Supply Chain Co., Ltd.

discontinued its

operations, and on November 4, 2021, it completed the transfer of its ownership to Shaanxi Fu Chen Venture Capital Management Co.

Information Reclassification

Company’s businesses mainly are CCM Shopping Mall, Coal and Aluminum Ingots Supply Chain Financing Service and Trading and Asset

Management Services.

Company’s consolidated financial statements have been prepared in accordance with U.S.

GAAP and this requires management to make

estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure at contingent assets and liabilities

at the date of the consolidated financial statements and reported amounts of revenue and expenses during the reporting period.

The significant

areas requiring the use of management estimates include the allowance for doubtful accounts receivable, estimated useful life and residual

value of property, plant and equipment, impairment of long-lived assets, provision for staff benefit, valuation of change in fair value

of warrant liability, recognition and measurement of deferred income taxes and valuation allowance for deferred tax assets.

these estimates are based on management’s knowledge of current events and actions management may undertake in the future, actual

results may ultimately differ from those estimates.

Value of Financial Instruments

January 1, 2009, the Company adopted FASB Accounting Standard Codification Topic on Fair Value Measurements and Disclosures (“ASC

820”), which defines fair value, establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value

measurements.

ASC 820 does not require any new fair value measurements, but provides guidance on how to measure fair value by providing

a fair value hierarchy used to classify the source of the information.

In February 2008, FASB deferred the effective date of ASC 820

by one year for certain non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value

in the financial statements on a recurring basis (at least annually).

The Company adopted the provisions of ASC 820, except as it applies

to those non-financial assets and non-financial liabilities for which the effective date has been delayed by one year.

820 establishes a three-level valuation hierarchy of valuation techniques based on observable and unobservable input, which may be used

to measure fair value and include the following:

1 - Quoted prices in active markets for identical assets or liabilities.

2 - Input other than Level 1 that is observable, either directly or indirectly, such as quoted prices for similar assets or liabilities;

On September 2, 2021, Future Supply Chain Co.,

discontinued its operations, and on November 4, 2021, it completed the transfer of its ownership to Shaanxi Fu Chen Venture Capital

Management Co.

On June 27, 2022, Chain Cloud Mall Logistics Center (Shaanxi) Co.,

Limited was dissolved and deregistered.

Segment Information Reclassification

The Company’s businesses mainly are CCM

Shopping Mall, Coal and Aluminum Ingots Supply Chain Financing Service and Trading and Asset Management Services.

Use of Estimates

The Company’s consolidated financial statements

have been prepared in accordance with U.S.

GAAP and this requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure at contingent assets and liabilities at the date of the consolidated financial statements

and reported amounts of revenue and expenses during the reporting period.

The significant areas requiring the use of management estimates

include the allowance for doubtful accounts receivable, estimated useful life and residual value of property, plant and equipment, impairment

of long-lived assets, provision for staff benefit, valuation of change in fair value of warrant liability, recognition and measurement

of deferred income taxes and valuation allowance for deferred tax assets.

Although these estimates are based on management’s knowledge

of current events and actions management may undertake in the future, actual results may ultimately differ from those estimates.

Fair Value of Financial Instruments

On January 1, 2009, the Company adopted FASB

Accounting Standard Codification Topic on Fair Value Measurements and Disclosures (“ASC 820”), which defines fair value,

establishes a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements.

ASC 820 does not require

any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify

the source of the information.

In February 2008, FASB deferred the effective date of ASC 820 by one year for certain non-financial assets

and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring

basis (at least annually).

The Company adopted the provisions of ASC 820, except as it applies to those non-financial assets and non-financial

liabilities for which the effective date has been delayed by one year.

ASC 820 establishes a three-level valuation hierarchy

of valuation techniques based on observable and unobservable input, which may be used to measure fair value and include the following:

Level 1 - Quoted prices in active markets for

identical assets or liabilities.

Level 2 - Input other than Level 1 that is observable,

either directly or indirectly, such as quoted prices for similar assets or liabilities;

quoted prices in markets that are not active;

or other input that is observable or can be corroborated by observable market data for

substantially the full term of the assets or liabilities.

3 - Unobservable input that is supported by little or no market activity and that is significant to the fair value of the assets or liabilities.

Classification within the hierarchy is determined based on the lowest level of input that is significant to the fair value measurement.

Company adopted ASC 606, Revenue from Contracts with Customers, from January 1, 2018.

The adoption had no impact on the Company’s

retained earnings as of January 1, 2018 as well as the Company’s financial statements for the year ended December 31, 2019.

achieve that core principle, we apply the five steps defined under Topic 606:

(i) identify the contract(s) with a customer, (ii) identify

the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance

obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation.

We assess its revenue

arrangements against specific criteria in order to determine if it is acting as principal or agent.

Revenue is recognized upon the transfer

of control of promised goods or services to a customer.

or other input that is observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - Unobservable input that is supported

by little or no market activity and that is significant to the fair value of the assets or liabilities.

Classification within the hierarchy

is determined based on the lowest level of input that is significant to the fair value measurement.

Revenue Recognition

The Company adopted ASC 606, Revenue from Contracts

with Customers, from January 1, 2018.

The adoption had no impact on the Company’s retained earnings as of January 1, 2018 as well

as the Company’s financial statements for the year ended December 31, 2019.

To achieve that core principle, we apply the five steps

defined under Topic 606:

(i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii)

determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize

revenue when (or as) the entity satisfies a performance obligation.

We assess its revenue arrangements against specific criteria in order

to determine if it is acting as principal or agent.

Revenue is recognized upon the transfer of control of promised goods or services

to a customer.

Historically, the Company has not had any returned products.

Accordingly, no

provision has been made for returnable goods.

The Company is not required to rebate or credit a portion of the original fee if it subsequently

reduces the price of its products.

Currency and Other Comprehensive Income

financial statements of the Company’s foreign subsidiaries are measured using the local currency as the functional currency;

the reporting currency of the Company is the United States dollar (“USD”).

Assets and liabilities of the Company’s

foreign subsidiaries have been translated into USD using the exchange rate at the balance sheet date, while equity accounts are translated

using historical exchange rate.

The average exchange rate for the period has been used to translate revenues and expenses.

adjustments are reported separately and accumulated in a separate component of equity (cumulative translation adjustment).

comprehensive income for the years ended December 31, 2021 and 2020 represented foreign currency translation adjustments and were included

in the consolidated statements of comprehensive income.

is no guarantee the RMB amounts could have been, or could be, converted into USD at rates used in translation.

taxes are provided on an asset and liability approach for financial accounting and reporting of income taxes.

Any tax paid by subsidiaries

during the year is recorded.

Current tax is based on the profit or loss from ordinary activities adjusted for items that are non-assessable

or disallowable for income tax purpose and is calculated using tax rates that have been enacted at the balance sheet date.

Deferred income

tax liabilities or assets are recorded to reflect the tax consequences in future years of differences between the tax basis of assets

and liabilities and the financial reporting amounts at each period end.

A valuation allowance is recognized if it is more likely than

not that some portion, or all, of a deferred tax asset will not be realized.

740 provides guidance for recognizing and measuring uncertain tax positions, and it prescribes a threshold condition that a tax position

must meet for any of the benefits of the uncertain tax position to be recognized in the financial statements.

ASC 740 also provides accounting

guidance on derecognizing, classification and disclosure of these uncertain tax positions.

of Long-Lived Assets

accordance with the FASB ASC 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets , long-lived assets, such

as property, plant and equipment and purchased intangibles subject to amortization are reviewed for impairment whenever events or changes

in circumstances indicate that the carrying value of an asset may not be recoverable.

It is reasonably possible that these assets could

become impaired as a result of technological or other industrial changes.

Determination of recoverability of assets to be held and used

is by comparing the carrying amount of an asset to future net undiscounted cash flows to be generated by the assets.

such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of

the assets exceeds the fair value of the assets.

Assets to be disposed of are reported at the lower of the carrying amount or fair value

less costs to sell.

Accordingly, no provision has been made for returnable goods.

The Company is not required to rebate or credit a portion of the original fee if it subsequently reduces the price of its products.

Foreign Currency and Other Comprehensive Income

The financial statements of the Company’s

foreign subsidiaries are measured using the local currency as the functional currency;

however, the reporting currency of the Company

is the United States dollar (“USD”).

Assets and liabilities of the Company’s foreign subsidiaries have been translated

into USD using the exchange rate at the balance sheet date, while equity accounts are translated using historical exchange rate.

average exchange rate for the period has been used to translate revenues and expenses.

Translation adjustments are reported separately

and accumulated in a separate component of equity (cumulative translation adjustment).

Other comprehensive income for the years ended

December 31, 2022 and 2021 represented foreign currency translation adjustments and were included in the consolidated statements of comprehensive

There is no guarantee the RMB amounts could have

been, or could be, converted into USD at rates used in translation.

Income taxes are provided on an asset and liability

approach for financial accounting and reporting of income taxes.

Any tax paid by subsidiaries during the year is recorded.

is based on the profit or loss from ordinary activities adjusted for items that are non-assessable or disallowable for income tax purpose

and is calculated using tax rates that have been enacted at the balance sheet date.

Deferred income tax liabilities or assets are recorded

to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and the financial reporting

amounts at each period end.

A valuation allowance is recognized if it is more likely than not that some portion, or all, of a deferred

tax asset will not be realized.

ASC 740 provides guidance for recognizing and

measuring uncertain tax positions, and it prescribes a threshold condition that a tax position must meet for any of the benefits of the

uncertain tax position to be recognized in the financial statements.

ASC 740 also provides accounting guidance on derecognizing, classification

and disclosure of these uncertain tax positions.

Impairment of Long-Lived Assets

In accordance with the FASB ASC 360-10, Accounting

for the Impairment or Disposal of Long-Lived Assets , long-lived assets, such as property, plant and equipment and purchased intangibles

subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an

asset may not be recoverable.

It is reasonably possible that these assets could become impaired as a result of technological or other

industrial changes.

Determination of recoverability of assets to be held and used is by comparing the carrying amount of an asset to

future net undiscounted cash flows to be generated by the assets.

If such assets are considered to be impaired,

the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets.

Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

Recent Accounting Pronouncements

We have reviewed all the recently issued, but

not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.

Summary of Significant Accounting Policies, to our Consolidated Financial Statements for a description of applicable recent

accounting pronouncements.

have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements

will have a material impact on the Company.

of Operation Results of years ended December 31, 2021 and 2020

following table presents our consolidated revenues for our main products and services for the fiscal years 2021 and 2020, respectively,

(in thousands):

Comparison of Operation Results of years ended

December 31, 2022 and 2021

The following table presents our consolidated

revenues for our main products and services for the fiscal years 2022 and 2021, respectively, (in thousands):

CCM Shopping Mall Membership

Coal and Aluminum Ingots Supply Chain Financing/Trading

Sales of goods

Asset management service

increased from $0.37 million in 2020 to $25.05 million in 2021, increase of $24.68 million or 6,688.89%.

The increase in overall revenue

was mainly due to an increase in asset management services and supply chain financing service and trading business.

Shopping Mall Membership fees decreased from $0.34 million for the year ended 2020 to $86 for the year ended 2021, because there was

no new membership enrollment during the year of 2021 and the Company has transformed its business model of CCM Shopping Mall from a member-based

platform to a sales agent based eCAAS platform.

Due to COVID-19 related restriction on large gathering for meetings and conference which

primarily used by us before the pandemic for marketing and business development of new members, we were unable to attract new member

enrollment during the year ended 2021 and have transformed business model for the platform.

and Aluminum Ingots Supply Chain Financing Service and Trading business increased from $0 for year ended 2020 to $19.73 million for the

year ended 2021.

This is a new business we started during the second quarter of 2021 which did not exist in 2020.

of goods decreased from $1,675 for the year ended 2020 to $0 for the year ended 2021 as no sale of goods during the same period of 2021.

management service fee increased from $0 for the year ended 2020 to $5.32 million for the year ended 2021.

This is a new business we

acquired during the third quarter 2021 which did not exist in 2020.

Revenue decreased from $25.05 million in 2021

to $23.88 million in 2022, decrease of $1.17million or 4.67%.

The decrease in overall revenue was mainly due to decrease in revenues generated

from asset management services and supply chain financing service and trading business.

The Company has transformed its business model

of CCM Shopping Mall from a member-based platform to a sales agent based eCAAS platform.

Due to COVID-19 related restriction and slow-down

of economy in China, we were unable to revenue for the sales agent based eCAAS platform during the year ended 2022.

Revenues from coal and aluminum ingots supply chain financing service

and trading business decreased from $19.73 million for year ended 2021 to $10.11 million for the year ended 2022.

The COVID-19 outbreak

in Xi’an and other cities in China where we had our supply chain services and related control measures by local government in 2022

has had negative impact on the coal and aluminum ingot business and we also had more business in sales agent type trading service mode

which we did not take ownership of the goods but receive lower margin for the transactions in the third and fourth quarters of 2022, which

resulted the decrease in revenue in the year 2022 comparing to the same period of 2021.

Asset management service fee increased from $5.32 million for the year

ended 2021 to $13.63 million for the year ended 2022.

We acquire this new business on August 6, 2021 and only consolidated partial of

its revenues for the five months revenues for the year ended December 31, 2021, comparing to full year revenues for 2022.

(in thousands)

CCM Shopping Mall Membership

Coal and Aluminum Ingots Supply Chain Financing/Trading

Sales of goods

Asset management service

Overall gross margin as a percentage of revenue

was 7.19% for the year ended 2021, a decrease of 83.31% compared to 90.5% for the same period of last fiscal year, mainly due to less

revenues from the membership fee which has a much higher margin than that of coals and aluminum ingots financial service and trading and

asset management business.

following table presents consolidated operating expenses and operating expenses as a percentage of revenue for 2021 and 2020, respectively,

(in thousands):

gross margin as a percentage of revenue was 22.59% for the year ended 2022, an increase of 15.4% compared to

7.19% for the same period of last fiscal year, mainly due to more revenues from the asset management service which had a

higher gross margin.

Operating Expenses

The following table presents consolidated operating

expenses and operating expenses as a percentage of revenue for 2022 and 2021, respectively, (in thousands):

General and administrative

7 unchanged sentences

by $6.8 million, or 88.51%, from $7.7million to $14.47 million for the year ended 2022, compared to the same period of last fiscal year.

The increase in general and administrative expenses was mainly due to new business development and new subsidiaries established by the

Company during the year ended 2021 comparing to the same period of 2020.

expenses increased by $0.33 million to $0.37 million in 2021 as compared to $0.04 million in 2020, mainly due to an increase in selling

expenses from our new business.

compensation expense decreased by $0.5 million during the year ended 2021, compared to the same period of last fiscal year as the Compensation

Committee of the Board of Directors (the “Board”) of the Company granted certain shares of common stock of the Company to

certain officers and employees in July 2021 which had less value than the shares we granted to the officers, employees and director of

the Company in 2020.

from Operations

from operations decreased by $1.84 million to $13.21 million for 2021 from $15.05 million for 2020, mainly due to in the increase in revenue.

Noncontrolling

of December 31, 2021, Shaanxi Chunlv Ecological Agriculture Co., Ltd.

(“Shaanxi Chunlv”) holds 20.0% interest in CCM logistics,

The increase in general and administrative expenses was mainly due to increased professional service fees for acquisition projects and

certain training and consulting fees for the acquired and newly established companies during the year ended December 31, 2022.

Selling expenses increased by $0.44 million to

$0.81 million in 2022 as compared to $0.37 million in 2021, the increase in selling expenses was mainly due to increased salary and advertising

Stock compensation expense was $1.28 million during the year ended

December 31, 2022, as the Compensation Committee of the Board of Directors (the “Board”) of the Company granted certain shares

of common stock of the Company to certain officers and employees in July 2022.

Stock compensation expense was decreased 76.68% from $5.49

million in the year ended December 30, 2021 to $1.28 million in same period of 2022, mainly due to our stock price was lower in 2022 than

The Company recorded $0.91 million of impairment

loss in the year ended December 31, 2022 relating to short term investment which mainly due to Future Private Equity Fund Management

(Hainan) Co., Ltd.

invested $1.87 million (RMB13,000,000) to entrust Shanghai Yuli Enterprise Management Consulting Firm to invest in

various types of investment portfolios.

The impairment loss relating to the short term investment is due to that overall economic environment

has worsened in China with Covid-19 outbreak and related lockdown in various cities in China in 2022, Ukraine war, inflation, looming

recession worldwide.

According to the market value, the Company’s balance of the short term investment was $0.91 million on December

Loss from Operations

Loss from operations increased by $1.57 million to $14.77 million for

2022 from $13.21 million for 2021, mainly due to decrease in revenue.

Noncontrolling Interests

Shaanxi Chunlv Ecological Agriculture Co., Ltd.

(“Shaanxi Chunlv”) holds 20.0% interest in Chain Cloud Mall Logistics Center (Shaanxi) Co., Limited, which was dissolved and

deregistered on June 27, 2022.

Nature Worldwide Resources Ltd.

holds 40% interest in DCON DigiPay Limited (“DCON Digipay”).

and diluted loss per share from continuing operations were $0.17 and $0.17 in fiscal 2021, as compared to $0.8 and $0.7 in fiscal 2020,

respectively.

Basic and diluted loss per share attributable to discontinued operations was $0.04 and $0.04 for fiscal year 2021 as compared

to basic and diluted income per share $3.13 and $2.76 for fiscal year 2020 respectively.

and Capital Resources

of December 31, 2021, we had cash and cash equivalents of $50.27 million, an increase of $40.85 million, from $9.43 million as of December

The increase in cash, cash equivalents and restricted cash was mainly due to financing from the issuance of shares of common

Each of Bin Wu and Lixiong Huang holds 25% and 20% interest in FTFT Capital Investments L.L.C., respectively.

Aspenwood Capital Partner

Limited holds 5%, Cheung Hiu Tung holds 2.22% and Choi Tsz Leung holds 2.78% of equity interest of NATM.

Yaohua Dai holds

20% equity interest of Future Fintech Digital Capital.

Loss per Share

Basic and diluted loss per share from continuing

operations were $0.19 and $0.19 in fiscal 2022, as compared to $0.17 and $0.17 in fiscal 2021, respectively.

Basic and diluted loss per

share attributable to discontinued operations was nil and nil for fiscal year 2022 as compared to basic and diluted income per share

$0.04 and $0.04 for fiscal year 2021 respectively.

Liquidity and Capital Resources

As of December 31, 2022, we had cash and cash equivalents of $26.15

million, a decrease of $24.12 million, from $50.27 million as of December 31, 2021.

The decrease in cash, cash equivalents was mainly

due the loss in operations and the Company did not issue shares of common stock to raise money for the year ended December 31, 2022 comparing

to the same period of 2021.

Our working capital has historically been generated

from our operating cash flows, advances from our customers and loans from bank facilities.

Our working capital was positive $65.49 million

as of December 31, 2021, an increase of $56.80 million from positive $8.69 million as of December 31, 2020, mainly due to an increase

in current assets.

Our working capital was $46.42 million as

of December 31, 2022, an increase of $19.07 million from $65.49 million as of December 31, 2021, mainly due to an increase in current

In 2022, net cash used in our operating activities

was $2.69 million compared to net cash used in operating activities of $18.74 million in 2021.

The increase in net cash used

by operating activities was primarily due to an increase in accounts receivable during the year ended December 31, 2021.

2021, net cash used in our investing activities was $11.18 million compared to net cash used in operating activities of $2,944 in 2020

mainly due to payment for loan receivable.

2021, cash provided by financing activities was $69.27 million as compared to cash used in financing activities $16.42 million in 2020.

The increase in cash provided by financing activities was mainly due to financing from the issuance of shares of common stock.

On August 6, 2021, Future FinTech Group Inc., through

its wholly owned subsidiary Future FinTech (Hong Kong) Limited., acquired of 90% of the issued and outstanding shares of Nice Talent Asset

Management Limited (NTAM) from Joy Rich Enterprises Limited for HK$144,000,000, goodwill arises from the acquisition amounting to HK$127,618,555.

As of December 31, 2021, the Company engaged a third party professional to reassess the valuation of NTAM by using discounted cash flow

model to estimate its fair value.

The Company’s evaluation of goodwill for impairment involves the comparison of the fair value

of NTAM to its carrying value.

The fair value of NTAM decreases by 4.56% of its original value, which resulted a write down of goodwill

The Company uses discounted cash flow model to estimate

fair value of NTAM, which requires management to make significant estimates and assumptions related to forecasts of future revenue and

operating margin.

In addition, the discounted cash flow model requires the Company to select an appropriate weighted average cost of capital

based on current market conditions as of December 31, 2021.

A high degree of auditor judgment and an increased extent of effort were required

when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions related to the forecasts.

The main factor that causes the changes in the estimation attributable to uncertainty of the future economic growth when the Omicron variant

circulating globally.

Sheet Arrangements

of December 31, 2021, we did not have any off-balance sheet arrangements.

7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The decrease in net cash used by operating

activities was primarily due to an increase in accounts payable and notes payable during the year ended December 31, 2022.

In 2022, net cash used in our investing activities

was $14.18 million compared to net cash used in operating activities of $11.18 million in 2021 mainly due to payment for loan receivable

and repayment for loan receivable.

In 2022, cash provided by financing activities

was negative $0.25 million as compared to cash used in financing activities positive $69.27 million in 2021.

The decrease in cash provided

by financing activities was mainly due to financing from the issuance of shares of common stock.

Off-Balance Sheet Arrangements

As of December 31, 2022, we did not have any

off-balance sheet arrangements.

ITEM 7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT

Not applicable.

8 – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

information called for by this item is included in the Company’s consolidated financial statements beginning on page F-1 of this

Annual Report on Form 10-K.

9 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 8 – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The information called for by this item is included

in the Company’s consolidated financial statements beginning on page F-1 of this Annual Report on Form 10-K.

ITEM 9 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE

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 7. Management’s Discussion and Analysis