What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-04-19 compared with 2022-04-15 · 1637 added, 1628 removed, 1007 unchanged (76% of the section changed)

9A – CONTROLS AND PROCEDURES

of Disclosure Controls and Procedures

management, with the participation of our CEO and CFO, has evaluated the effectiveness of the Company’s disclosure controls and

procedures, as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act, as of December 31, 2021

term “disclosure controls and procedures” as defined in Rules 13a-15(e) and 15d-15(e) means controls and other procedures

of the Company that are designed to ensure that information required to be disclosed by a company in reports, such as this report, that

it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC

rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information

required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated

to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely

decisions regarding required disclosure.

Management recognizes that any controls and procedures, no matter how well designed and operated,

can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the

cost-benefit relationship of possible controls and procedures.

ITEM 9A – CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our

CEO and CFO, has evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e)

and 15d-15(e) of the Exchange Act, as of December 31, 2022.

The term “disclosure controls and procedures”

as defined in Rules 13a-15(e) and 15d-15(e) means controls and other procedures of the Company that are designed to ensure that information

required to be disclosed by a company in reports, such as this report, that it files or submits under the Exchange Act is recorded, processed,

summarized and reported within the time periods specified in the SEC rules and forms.

Disclosure controls and procedures include, without

limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it

files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive

and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Management recognizes that

any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives,

and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of December 31, 2022,

due to a material weakness in our internal control over financial reporting.

Specifically, we currently lack sufficient accounting personnel

with the appropriate level of knowledge, experience and training in U.S.

We have weakness of controls over i) loans to third

ii) identify the related party transaction;

iii) assessment for impairment and iv) lack sufficient accounting personnel with

the appropriate level of knowledge, experience and training in U.S.

GAAP and SEC reporting requirements.

Report on Internal Controls Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting.

Our internal control over

financial reporting is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation

of our consolidated financial statements in accordance with U.S.

Our accounting policies and internal controls over financial reporting,

established and maintained by management, are under the general oversight of the Board’s audit committee.

internal control over financial reporting includes those policies and procedures that:

pertain to the maintenance

of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

provide reasonable assurance

that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.

GAAP, and that

receipts and expenditures are being made only in accordance with authorizations of our management and directors;

provide reasonable assurance

regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect

on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,

or that the degree or compliance with the policies or procedures may deteriorate.

assessed our internal control over financial reporting as of December 31, 2021.

standard measures adopted by management in making its evaluation are the measures in the Internal-Control Integrated Framework published

by the Committee of Sponsoring Organizations of the Treadway Commission.

on management’s assessment using the COSO criteria, our CEO and CFO concluded that our internal control over financial reporting

as of December 31, 2021 was ineffective.

We have taken, and are taking, certain actions to remediate the material weakness related

to our lack of U.S.

Management’s Report on Internal Controls

Over Financial Reporting

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide

reasonable assurances regarding the reliability of financial reporting and the preparation of our consolidated financial statements in

accordance with U.S.

Our accounting policies and internal controls over financial reporting, established and maintained by management,

are under the general oversight of the Board’s audit committee.

Our internal control over financial reporting

includes those policies and procedures that:

pertain to the maintenance of records that, in reasonable detail, accurately

and fairly reflect the transactions and dispositions of our assets;

provide reasonable assurance that transactions are recorded as necessary

to permit preparation of financial statements in accordance with U.S.

GAAP, and that receipts and expenditures are being made only

in accordance with authorizations of our management and directors;

provide reasonable assurance regarding prevention or timely detection

of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future

periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance

with the policies or procedures may deteriorate.

Management assessed our internal control over

financial reporting as of December 31, 2022.

The standard measures adopted by management in

making its evaluation are the measures in the Internal-Control Integrated Framework published by the Committee of Sponsoring Organizations

of the Treadway Commission.

Based on management’s assessment, our CEO

and CFO concluded that our internal control over financial reporting as of December 31, 2022 was ineffective.

We have taken, and

will take, certain actions to remediate the material weakness related to our lack of U.S.

GAAP and SEC reporting experience.

We engaged a consultant with U.S.

GAAP knowledge and experience to supplement

our current internal accounting personnel and assist us in the preparation of our financial statements to ensure that our financial statements

are prepared in accordance with U.S.

Company continues to make efforts to implementing our existing and newly adopted procedures to improve our disclosure controls and internal

controls over financing reporting.

to Internal Control over Financial Reporting

than discussed above, there has been no change to our internal control over financial reporting that occurred during the period covered

by this annual report on Form 10-K that has materially affected, or is reasonably likely to materially affect, our internal control over

financial reporting.

9B – OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

and Executive Officers

following table sets forth as of April 12, 2022, the names, positions and ages of our current executive officers and directors.

Our directors

serve until the next annual meeting of shareholders or until their successors are elected and qualified.

Our officers are elected by

the Board and their terms of office are, except to the extent governed by an employment contract, at the discretion of the Board.

of Current Director

a consultant with U.S.

GAAP knowledge and experience to supplement our current internal accounting personnel and assist us in the preparation

of our financial statements to ensure that our financial statements are prepared in accordance with U.S.

We will engage an internal control consultant to improve our internal

control procedures on loans to third parties, related party transactions management and assessment for impairment.

We are also planning

to arrange additional training of internal control for our employees and management on disclosure controls and procedures.

The Company continues to make efforts to implementing

our existing and newly adopted procedures to improve our disclosure controls and internal controls over financing reporting.

Changes to Internal Control over Financial

Other than discussed above, there has been no

change to our internal control over financial reporting that occurred during the period covered by this annual report on Form 10-K that

has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B – OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTIONS.

Not applicable.

ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

The following table sets forth as of April 12,

2023, the names, positions and ages of our current executive officers and directors.

Our directors serve until the next annual meeting

of shareholders or until their successors are elected and qualified.

Our officers are elected by the Board and their terms of office are,

except to the extent governed by an employment contract, at the discretion of the Board.

Name of Current Director

and/or Executive Officer

12 unchanged sentences

On September 2, 2016, Mr.

Yongke Xue resigned from his position as the CEO of the Company and Chairman of the Board of the Directors of the Company.

Xue was appointed CEO on December 24, 2014, and resigned as CEO of the Company on September 2, 2016.

Yongke Xue resigned from his position as

the CEO of the Company and Chairman of the Board of the Directors of the Company.

Yongke Xue was appointed CEO on December 24,

2014, and resigned as CEO of the Company on September 2, 2016.

On January 5, 2018, Mr.

Xue was reappointed as the Company’s CEO, effective on January 31, 2018.

Yongke Xue was reappointed as the Company’s

CEO, effective on January 31, 2018.

On March 4, 2020.

Yongke Xue resigned from his

position as the CEO of the Company.

On June 23, 2021, Yongke Xue resigned as a director and the Chairman of the Board.

was appointed as President of the Company on June 23, 2021.

Shanchun Huang was appointed

as CEO on March 4, 2020 and a member of the Board of Directors of the Company on March 4, 2020.

Ming Yi was appointed as

CFO on November 30, 2020.

Yang Liu was appointed as the COO of the

Company on November 16, 2020.

Member of the audit committee

and compensation committee.

Fuyou Li was appointed

a member of the Board of Directors of the Company on May 8, 2015 and as the Chairman of the Board on June 23, 2021.

Johnson Lau was appointed

a member of the Board of Directors of the Company on December 23, 2014.

Mingjie Zhao was appointed

a member of the Board of Directors of the Company on July 15, 2020.

Ying Li was appointed as a member of

the Board on June 23, 2021.

Xue, President

Yongke Xue served as a member of the Board from February 26, 2008 to June 23, 2021 and as the Chairman of the Board from January 31,

2018 to June 23, 2021 and from February 26, 2008 to September 2, 2016.

Xue served as our Chief Executive Officer from January 31,

2018 to March 4, 2020.

Xue also served in that position from February 26, 2008 to February 18, 2013, and from December 24, 2014 to

September 2, 2016.

Yongke Xue served as the director of SkyPeople Juice Group Co., Ltd.

December 2005 to February 2020.

Xue graduated from Xi’an Jiaotong University with an MBA in 2000.

Xue graduated with a

Bachelor’s degree in Metal Material& Heat Treatment from National University of Defense Technology in July 1989.

Huang, Chief Executive officer and Director of the Board

Shanchun Huang has served as the Chief Executive Officer of the Company and a member of the Board since March 4, 2020.

He served as the

president of Wealth Index (Beijing) Fund Management Co., Ltd., which provides private equity fund management service, from March 2011

Yongke Xue resigned from his position as the CEO of the Company.

23, 2021, Yongke Xue resigned as a director and the Chairman of the Board.

Yongke Xue was appointed as President of the Company on

June 23, 2021.

Shanchun Huang was appointed as CEO on March 4, 2020 and a member of

the Board of Directors of the Company on March 4, 2020.

Ming Yi was appointed as CFO on November 30, 2020.

Yang Liu was appointed as the COO of the Company on November 16, 2020.

Member of the audit committee and compensation committee.

Fuyou Li was appointed a member of the Board of Directors of the Company

on May 8, 2015 and as the Chairman of the Board on June 23, 2021.

Johnson Lau was appointed a member of the Board of Directors of the

Company on December 23, 2014.

Mingjie Zhao was appointed a member of the Board of Directors of the

Company on July 15, 2020.

Ying Li was appointed as a member of the Board on June 23, 2021.

Yongke Xue, President

Yongke Xue served as a member of the Board

from February 26, 2008 to June 23, 2021 and as the Chairman of the Board from January 31, 2018 to June 23, 2021 and from February 26,

2008 to September 2, 2016.

Xue served as our Chief Executive Officer from January 31, 2018 to March 4, 2020.

Xue also served

in that position from February 26, 2008 to February 18, 2013, and from December 24, 2014 to September 2, 2016.

Yongke Xue served

as the director of SkyPeople Juice Group Co., Ltd.

from December 2005 to February 2020.

Xue graduated from Xi’an

Jiaotong University with an MBA in 2000.

Xue graduated with a Bachelor’s degree in Metal Material& Heat Treatment from

National University of Defense Technology in July 1989.

Shanchun Huang, Chief Executive officer and Director of the Board

Shanchun Huang has served as the Chief Executive

Officer of the Company and a member of the Board since March 4, 2020.

Since April 2021, Mr.

Huang has served as the Chairman of the Board

of Directors of Mars Acquisition Corp., a Cayman Islands exempted company incorporated as a blank check company.

Huang served as

the president of Wealth Index (Beijing) Fund Management Co., Ltd., which provides private equity fund management service, from March

2011 to March 2020, and as the president of Wealth Index (Beijing) International Investment Consulting Co., Ltd., which provides investment

5 unchanged sentences

Huang’s significant experience in investment and management will be an asset to the Company and the Board.

Yi, Chief Financial Officer

November 30, 2020, the Board of the Directors appointed Mr.

Ming Yi, Chief Financial Officer

On November 30, 2020, the Board of the Directors

appointed Mr.

Ming Yi as the Chief Financial Officer (“CFO”) of the Company.

Yi has served as an independent director of Hudson Capital Inc.

Yi has served as an independent director

of Hudson Capital Inc.

HUSN) since March 31, 2020.

Yi was the Chief Financial

Officer of SSLJ.com Limited from July 2018 to July 2019.

Yi was the Chief Financial Officer of SSLJ.com Limited from July

2018 to July 2019.

From June 2011 to August 2018, Mr.

Yi was the Chief Financial Officer and a

board member of Wave Sync Corp.

(formerly known as China Bio-Energy Corp).

From September 2009 to April 2011, he served as a senior manager

at Qi He Certified Public Accountants Co.

Yi was the Chief Financial Officer and a board member of Wave Sync Corp.

known as China Bio-Energy Corp).

From September 2009 to April 2011, he served as a senior manager at Qi He Certified Public Accountants

Form July 2007 to August 2010, Mr.

Yi was a senior auditor at Ernst & Young.

received his Bachelor of Science degree in Accounting from School of Business Administrations of Liaoning University in 2004 and his

Master of Science degree in Accounting and Finance from Victory University, Australia in 2006.

Yi is a Certified Public Accountant

in Australia.

Liu, Chief Operating Officer

November 16, 2020, the Company appointed Mr.

Yi received his Bachelor of Science degree

in Accounting from School of Business Administrations of Liaoning University in 2004 and his Master of Science degree in Accounting and

Finance from Victory University, Australia in 2006.

Yi is a Certified Public Accountant in Australia.

Yang Liu, Chief Operating Officer

On November 16, 2020, the Company appointed Mr.

Yang (Sean) Liu as the Chief Operating Officer (“COO”) of the Company.

Liu served as Chairman and Chief Executive Officer of Color Star Technology Co.

Since April 2021, Mr.

Liu has served as an independent

director of Mars Acquisition Corp., a Cayman Islands exempted company incorporated as a blank check company.

Liu served as Chairman

and Chief Executive Officer of Color Star Technology Co.

CSCW) from March 2019 to July 2020.

Liu served as President of MagniFinTech from May 2017 to March 2019 and served as Chief Executive Officer of Wave Sync Corporation from

July 2017 to August 2018.

Liu served as President

of MagniFinTech from May 2017 to March 2019 and served as Chief Executive Officer of Wave Sync Corporation from July 2017 to August 2018.

Liu served as the Murex Regional Manager at UBS from November 2015 to May 2017.

From June 2008 to November

Liu served as a Senior Consultant, Client Coordinator and Single-point of Contact at Murex North America.

Liu holds a Bachelor

of Science degree in Electric Engineering from Tsinghua University in China and two Master’s degrees in Financial Mathematics and

Electrical Engineering from New Mexico State University.

Li , Director and Chairman of the Board

Fuyou Li has served as a member of the Board and a member of the audit and compensation committees of the Board since May 8, 2015.

Li was appointed as the Chairman of the Board on June 23, 2021.

Li graduated from Xi’an Jiaotong University with a doctor’s

degree in economics.

He has taught international finance as a professor at Xi’an Jiaotong University since 2000.

The Board believes

his qualifications, professional background and expertise in international finance are important to the Company and the Board.

From June 2008 to November 2015, Mr.

Liu served as

a Senior Consultant, Client Coordinator and Single-point of Contact at Murex North America.

Liu holds a Bachelor of Science degree

in Electric Engineering from Tsinghua University in China and two Master’s degrees in Financial Mathematics and Electrical Engineering

from New Mexico State University.

Fuyou Li , Director and Chairman of the Board

Fuyou Li has served as a member of the Board

and a member of the audit and compensation committees of the Board since May 8, 2015.

Li was appointed as the Chairman of the Board

on June 23, 2021.

Li graduated from Xi’an Jiaotong University with a doctor’s degree in economics.

He has taught international

finance as a professor at Xi’an Jiaotong University since 2000.

The Board believes his qualifications, professional background

and expertise in international finance are important to the Company and the Board.

Johnson Lau , Director

14 unchanged sentences

and CFO for over fifteen years.

Lau was the chief financial officer and was subsequently an executive director of Haike Chemical Group

Limited, a company listed on the London Stock Exchange (LSE code:

Lau was the chief financial officer and was subsequently an executive director of Haike Chemical

Group Limited, a company listed on the London Stock Exchange (LSE code:

HAIK), from December 2006 to March 2009.

Lau subsequently resigned

as chief financial officer and was redesignated as a non-executive director of Haike Chemical Group Limited in March 2009 and retired

as a non-executive director in January 2010.

Lau subsequently

resigned as chief financial officer and was redesignated as a non-executive director of Haike Chemical Group Limited in March 2009 and

retired as a non-executive director in January 2010.

From April 2009, Mr.

Lau was employed by Auto China International Limited, a company listed

on the NASDAQ Capital Market and subsequently quoted on the OTC Markets (OTC:

Lau was employed by Auto China International Limited, a company

listed on the NASDAQ Capital Market and subsequently quoted on the OTC Markets (OTC:

AUTCF) as chief financial officer.

He was redesignated as

the director of finance in July 2009 and subsequently departed in June 2013.

He was redesignated

as the director of finance in July 2009 and subsequently departed in June 2013.

From June 2010 to January 2013, Mr.

13 unchanged sentences

209.HK) from October 2017 to April 2019.

Lau holds a bachelor degree in commerce

Lau holds a bachelor’s degree in commerce

from Monash University, Australia.

32 unchanged sentences

The Board believes that Ms.

Li’s extensive business and operational knowledge

of the Company qualifies her as a member of the Board.

Li’s extensive business and operational

knowledge of the Company qualifies her as a member of the Board.

All of our directors and officers reside outside

of the United States, except for Mr.

Yang Liu, Mingjie Zhao and Ying Li.

Yongke Xu, Mr.

Ming Yi and Fuyou Li reside in China, Mr.

Shanchuan Huang resides in the U.K.

Johnson Lau resides in Hong Kong.

Board Diversity Matrix

11 unchanged sentences

copies of all Section 16(a) forms they file.

Based solely on its review of copies of such forms

received by the Company, or on written representations from certain reporting persons, the Company believes that, all Section 16(a) filing

requirements applicable to its officers, directors and greater than ten percent shareholders were complied with during the fiscal year

ended December 31, 2021, except for the following:

Ming Yi, the CFO of the Company, did not file a Form 4 for the grant of stock award

for 20,000 shares on July 12, 2021;

Shanchun Huang, the CEO of the Company, did not file a Form 4 for the grant of stock award for

500,000 shares on July 12, 2021;

Yongke Xue, president of the Company, did not file Form 4 for the grant of stock award for 300,000

shares on July 12, 2021.

Based solely on its review of copies of such

forms received by the Company, or on written representations from certain reporting persons, the Company believes that, all Section 16(a)

filing requirements applicable to its officers, directors and greater than ten percent shareholders were complied with during the fiscal

year ended December 31, 2022, except for the following:

Ming Yi, the CFO of the Company, did not file a Form 4 for the grant of stock

award for 100,000 shares on July 12, 2022 until August 2, 2022;

Shanchun Huang, the CEO of the Company, did not file a Form 4 for

the grant of stock award for 800,000 shares on July 12, 2022 until July 20, 2022;

Yongke Xue, president of the Company, did not

file Form 4 for the grant of stock award for 800,000 shares on July 12, 2022.

Code of Ethics

5 unchanged sentences

Committees of the Company’s Board of Directors

The Board held 20 regularly

scheduled and special meetings during fiscal year 2021.

All of the directors attended (in person or by telephone) all of the Board meetings

and any committees of the Board on which they served during the fiscal year.

Directors are expected to use their best efforts to be present

at the shareholders annual meeting.

All of our directors attended the December 18, 2021 shareholders annual meeting by tele-conference

or in person.

The Board held 10 regularly scheduled and special

meetings during fiscal year 2022.

All of the directors attended (in person or by telephone) all of the Board meetings and any committees

of the Board on which they served during the fiscal year.

Directors are expected to use their best efforts to be present at the shareholders

annual meeting.

All of our directors attended the December 16, 2022 shareholders annual meeting by tele-conference or in person.

Audit Committee

6 unchanged sentences

auditing matters to serve on the audit committee.

The audit committee held 4 meetings during fiscal year 2021, and

all audit committee members attended each of those meetings.

The audit committee held 5 meetings during fiscal year 2022, and all audit committee

members attended each of those meetings.

Our Board has determined that Mr.

Lau is an “audit committee financial

expert,” as defined under the applicable SEC rules.

Lau is an “audit committee financial expert,”

as defined under the applicable SEC rules.

The audit committee has a written charter, which is available on the Company’s

19 unchanged sentences

has any interlocking relationship existed during the last fiscal year.

The compensation committee held 2 meetings

during fiscal year 2021.

The compensation committee held 3 meetings during fiscal year

The compensation committee has a written charter, which is available on the Company’s website at http://www.ftft.com/.

17 unchanged sentences

The full Board currently serves this function.

Our directors believe that it is not necessary to have such committees, at this time, because

the functions of such committees can be adequately performed by the Board.

The Board will assess all candidates, whether submitted by

management or shareholders, and make recommendations for election or appointment.

Our directors believe that it is not necessary to have such committees, at this time,

because the functions of such committees can be adequately performed by the Board.

The Board will assess all candidates, whether submitted

by management or shareholders, and make recommendations for election or appointment.

There have been no material changes to the procedures

17 unchanged sentences

management, the nomination of directors.

Our independent directors collectively provide additional strength and balance to our Board leadership

Our independent directors collectively provide additional strength and balance to our Board

leadership structure.

Compensation Committee Interlocks and Insider Participation

11 unchanged sentences

The key objectives of our executive compensation programs are to:

attract, motivate and retain executives who drive our success and industry leadership;

attract, motivate and retain executives who drive our success and industry

and provide executive officers, with a salary and/or stock award on the market value of that role, and

8 unchanged sentences

and restricted stock units (“RSUs”) to its employees of up to 3,000,000 shares of Common Stock.

The 2019 Equity Plan has a

total of 3,000,000 shares of Common Stock.

The Company grant the 3,000,000 shares under 2019 Equity Plan to nine officers, employees and

director of the Company on December 28, 2020.

As of December 31, 2021, no shares of stock available for award under the 2019 Equity Plan.

The 2019 Equity Plan has

a total of 3,000,000 shares of Common Stock.

The Company grant the 3,000,000 shares under 2019 Equity Plan to nine officers, employees

and director of the Company on December 28, 2020.

As of December 31, 2021, no shares of stock available for award under the 2019 Equity

The Board of Directors of the Company approved

10 unchanged sentences

of the Company.

On July 12, 2022, the Company granted 3,047,000 shares under the 2020 Equity Plan, to six officers and employees of the

Company and its subsidiaries, including:

800,000 shares to Shanchun Huang, Chief Executive Officer of the Company, 800,000 shares to

Yongke Xue, President of the Company, and 100,000 shares to Ming Yi, Chief Financial Officer of the Company.

As of December 31,

2022, no shares of stock available for award under the 2020 Equity Plan.

We believe that the future success of the Company

2 unchanged sentences

Designed to Reward

Our executive compensation program is

designed to reward each individually named executive officer’s contribution to the advancement of our overall performance and

execution of our goals, ideas and objectives.

It is designed to reward and encourage exceptional performance at the individual level

in the areas of organization, creativity and responsibility while supporting our core values and ambitions.

This in turn aligns the

interest of our executive officers with the interests of our shareholders, and thus with our interests.

Our executive compensation program is designed

to reward each individually named executive officer’s contribution to the advancement of our overall performance and execution

of our goals, ideas and objectives.

It is designed to reward and encourage exceptional performance at the individual level in the areas

of organization, creativity and responsibility while supporting our core values and ambitions.

This in turn aligns the interest of our

executive officers with the interests of our shareholders, and thus with our interests.

Determining Executive Compensation

14 unchanged sentences

the compensation for our executive officers (other than the compensation of the CEO) to the compensation committee.

The compensation committee

reviews the recommendations made by the CEO and determines the compensation of the CFO and the other executive officers.

The compensation

committee reviews the recommendations made by the CEO and determines the compensation of the CFO and the other executive officers.

Employment Agreements

We did not have an employment agreement with our

We did not have an employment agreement with

Yongke Xue when he served as our CEO.

14 unchanged sentences

Liu receives compensation in the amount of $1 per year.

On May 21, 2019, the Company entered into an Employment

agreement with Ms.

Jing Chen as the CFO for a period of one year.

The Employment agreement with the CFO was renewed on May 21, 2020 for

a period of one year.

Chen would receive a salary of RMB 624,000 (approximately $90,620) per year after tax.

On November 26, 2020,

Chen resigned the position of CFO, effective on November 30, 2020.

Chen was appointed as the Vice President of the Company on

November 30, 2020.

On December 1, 2020, the Company entered into

9 unchanged sentences

compensation paid by the Company to our named executive officers for the years ended December 31, 2022 and 2021.

Incentive Plan

Compensation ($)

Non-Qualified

Compensation ($)

Name and Principal Position

Stock Awards ($)

Option Awards

Non-Equity Incentive Plan Compensation ($)

Non-Qualified Deferred Compensation Earnings ($)

All Other Compensation ($)

Yongke Xue (1)

Shanchun Huang (2)

On March 4, 2020, Mr.

Yongke Xue resigned as the CEO of the Company and on June 23, 2021, Mr.

Yongke Xue resigned as the CEO of

the Company and on June 23, 2021, Mr.

Xue was appointed as the president of the Company.

The compensation committee of the Board granted him a stock award for 300,000 shares of common stock of the Company under 2020 Omnibus Equity Plan on July 12, 2021.

The compensation committee of the Board

granted him a stock award for 300,000 shares of common stock of the Company under 2020 Equity Plan on July 12, 2021 and a stock award

for 800,000 shares of common stock of the Company under 2020 Equity Plan on July 12, 2022.

On March 4, 2020, Mr.

Shanchun Huang was appointed as the CEO of the Company.

The compensation committee of the Board granted him a stock award for 500,000 shares of common stock of the Company under 2020 Omnibus Equity Plan on July 12, 2021.

On May 21, 2019, the Board of the Directors appointed Ms.

Jing Chen as the CFO of the Company.

On November 26, 2020, Ms.

Chen resigned as the CFO of the Company, effective on November 30, 2020.

Chen was appointed as the Vice President of the Company on November 30, 2020.

Shanchun Huang was appointed as the CEO of the

The compensation committee of the Board granted him a stock award for 500,000 shares of common stock of the Company under

2020 Equity Plan on July 12, 2021 and a stock award for 800,000 shares of common stock of the Company under 2020 Equity Plan on July

(3) On November 30, 2020, the Board of the Directors appointed Mr.

Ming Yi as the CFO of the Company.

The compensation committee of the Board granted him a stock award for 20,000 shares of common stock of the Company under 2020 Omnibus Equity Plan on July 12, 2021.

The compensation committee of the Board granted him a stock award for 20,000 shares of common stock

of the Company under 2020 Equity Plan on July 12, 2021 and a stock award for 100,000 shares of common stock of the Company under 2020

Equity Plan on July 12, 2022.

(4) On November 16, 2020, the Board of the Directors appointed Mr.

Yang Liu as the COO of the Company.

The compensation committee of the Board granted him a stock award for 40,000 shares of common stock

of the Company under 2020 Omnibus Equity Plan on July 12, 2021.

(5) On February 28, 2019, the board of directors appointed Mr.

Kai Xu as the COO of the Company.

Xu as the COO of the Company.

Since February 2020, Mr.

Xu has no longer served as the COO of the Company and he continues to serve as deputy general manager in a subsidiary of the Company and the vice president of blockchain division of the Company.

The Compensation Committee of the Board granted Mr.

Kai Xu a stock award for 400,000 shares of common stock of the Company, vested immediately upon the grant, under 2019 Omnibus Equity Plan on December 28, 2020.

Xu has no longer served as the COO of the Company and he continues to serve as

deputy general manager in a subsidiary of the Company and the vice president of blockchain division of the Company.

The compensation

committee of the Board granted him a stock award for 500,000 shares of common stock of the Company under 2020 Equity Plan on July 12,

(6) On February 9, 2018, the board of directors appointed Mr.

Zhi Yan as the Chief Technology Officer (“CTO”) of the Company.

Yan as the Chief Technology Officer (“CTO”) of the Company.

Since February 2020, Mr.

Yan has no longer served as the CTO of the Company and he continues to serve as the general manager of a subsidiary of the Company.

On November 16, 2020, the Board of the Directors appointed Mr.

Yang Liu as the COO of the Company.

The compensation committee of the Board granted him a stock award for 40,000 shares of common stock of the Company under 2020 Omnibus Equity Plan on July 12, 2021.

Yan has no longer served as the CTO

of the Company and he continues to serve as the general manager of a subsidiary of the Company.

The compensation committee of the Board

granted him a stock award for 300,000 shares of common stock of the Company under 2020 Equity Plan on July 12, 2021.

(7) The compensation committee of the Board granted him a stock

award for 547,000 shares of common stock of the Company under 2020 Equity Plan on July 12, 2022.

* The Company effected a 1 for 5 reverse stock split on February 1, 2023.

Outstanding Equity Awards at December 31, 2022

10 unchanged sentences

Mingjie Zhao(5)

Yongke Xue resigned as

a member and Chairman of the Board on June 23, 2021.

Ying Li was appointed as

a director of the Board on June 23, 2021.

Yongke Xue resigned as a member and Chairman of the Board on June 23,

Ying Li was appointed as a director of the Board on June 23, 2021.

On May 8, 2015, the Board appointed Mr.

Fuyou Li as a member of the Board of Directors and a member of both the audit committee and compensation committee.

Before June 30,

Li was entitled for $8,850 per annum as compensation for his service as director of the Company and a member of the audit

committee and compensation committee.

Fuyou Li as a member of the

Board of Directors and a member of both the audit committee and compensation committee.

Before June 30, 2021, Mr.

Li was entitled

for $8,850 per annum as compensation for his service as director of the Company and a member of the audit committee and compensation

On June 23, 2021, the Board appointed Mr.

Fuyou Li as the Chairman of the Board and his annual

compensation increased to $18,000 after June 30, 2021.

On December 23, 2014, the

Board appointed Johnson Lau as a member of the Board of Directors of the Company and he currently serves as the Chairman of Audit

Committee and a member of Compensation Committee of the Board.

Lau is entitled for $25,000 per annum as compensation for his

current services as a director of the Company and chair of the audit committee and a member of compensation committee.

On July 15, 2020, the Board

appointed Mr.

Mingjie Zhao as a member of the Board and Chairman of the Compensation Committee and a member of Audit Committee of

Zhao is entitled for $25,000 per annum as compensation for his current services as a director of the Company and chair

of the compensation committee and a member of audit committee.

Fuyou Li as the Chairman of the Board and his annual compensation increased

to $18,000 after June 30, 2021.

On December 23, 2014, the Board appointed Johnson Lau as a member of

the Board of Directors of the Company and he currently serves as the Chairman of Audit Committee and a member of Compensation Committee

of the Board.

Lau is entitled for $25,000 per annum as compensation for his current services as a director of the Company and

chair of the audit committee and a member of compensation committee.

On July 15, 2020, the Board appointed Mr.

Mingjie Zhao as a member

of the Board and Chairman of the Compensation Committee and a member of Audit Committee of the Board.

Zhao is entitled for $25,000

per annum as compensation for his current services as a director of the Company and chair of the compensation committee and a member

of audit committee.

ITEM 12 – SECURITY OWNERSHIP OF CERTAIN

3 unchanged sentences

beneficial ownership of our capital stock as of April 12, 2022, by:

each shareholder or group of affiliated shareholders who owns more than 5% of our outstanding capital stock;

each shareholder or group of affiliated shareholders who

owns more than 5% of our outstanding capital stock;

each of our named executive officers;

2 unchanged sentences

executive officers as a group.

The following table lists the number of shares

and percentage of shares beneficially owned based on 70,067,147 shares of our Common Stock outstanding as of April 12, 2022.

The following table lists the number of shares and percentage of shares

beneficially owned based on 14,645,653 shares of our Common Stock outstanding as of April 12, 2023.

On February 1, 2023, the Company effected

a 1-for-5 Reverse Stock Split of the Company’s authorized shares and outstanding shares of common stock.

Beneficial ownership is determined in accordance

8 unchanged sentences

or entities named have sole voting and investment power with respect to all shares of our Common Stock shown as beneficially owned by

Unless otherwise indicated in the footnotes, the

principal address of each of the shareholders, named executive officers, and directors below is c/o Future FinTech Group, Inc., Americas

Unless otherwise indicated in the footnotes,

the principal address of each of the shareholders, named executive officers, and directors below is c/o Future FinTech Group, Inc., Americas

Tower, 1177 Avenue of The Americas, Suite 5100, New York, NY 10036.

8 unchanged sentences

All 5% or Greater Shareholders

Consists of (i) 1,467,079 shares owned directly by Golden Dawn International Limited, a British Virgin Islands company, (ii) 183,385 shares owned directly by China Tianren Organic Food Holding.

Each of Golden Dawn International Limited and China Tianren Organic Good Holding are indirect subsidiaries of V.X.

Fortune Capital Limited, a British Virgin Islands company and Yongke Xue is the sole director of V.X.

Fortune Capital Limited and (iii) 800,000 shares owned directly by Yongke Xue.

Zeyao Xue, the son of Yongke Xue, holds all of the issued and outstanding capital stock of Fancylight Limited, which is the indirect owner of those shares held by Golden Dawn International Limited and China Tianren Organic Food Holding.

Consists of (i) 293,416 shares owned directly by Golden Dawn International

Limited, a British Virgin Islands company, (ii) 36,677 shares owned directly by China Tianren Organic Food Holding.

Each of Golden

Dawn International Limited and China Tianren Organic Good Holding are indirect subsidiaries of V.X.

Fortune Capital Limited, a British

Virgin Islands company and Yongke Xue is the sole director of V.X.

Fortune Capital Limited and (iii) 320,000 shares owned directly

by Yongke Xue.

Zeyao Xue, the son of Yongke Xue, holds all of the issued and outstanding

capital stock of Fancylight Limited, which is the indirect owner of those shares held by Golden Dawn International Limited and China Tianren

Organic Food Holding.

Zeyao Xue shares beneficial ownership of 330,093 of his shares with Mr.

The address of Zeyao Xue is No.3, Xijuyuan Xiang, Lianhu District, Xi’an City, Shaanxi Province, China.

ITEM 13 – CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The address of

Zeyao Xue is No.3, Xijuyuan Xiang, Lianhu District, Xi’an City, Shaanxi Province, China.

ITEM 13 – CERTAIN RELATIONSHIPS AND

RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

For details of related party transactions, see

6 unchanged sentences

the rules of the NASDAQ Capital Market.

ITEM 14 – PRINCIPAL ACCOUNTING FEES AND

ITEM 14 – PRINCIPAL ACCOUNTING FEES

The following table shows the fees that we paid

4 unchanged sentences

The amounts set forth opposite “Audit Fees”

above reflect the aggregate fees billed or billable by auditors Onestop Assurance PAC (“Onestop Assurance”) and BF Borgers

CPA PC (“BF Borgers”) for the audit of our annual consolidated financial statements, review of quarterly financial information

and audit services that are normally provided by the principal accountant in connection with regulatory filings or engagements.

BF Borgers provided professional services for

the audit of our fiscal year 2020 financial statements and $211,000 was paid to BF Borgers for audit of our fiscal year 2020 financial

Onestop Assurance provided professional services

for the audit of our fiscal year 2021 financial statements and $250,000 was paid to Onestop Assurance for audit of our fiscal year 2021

financial statements.

above reflect the aggregate fees billed or billable by auditors Onestop Assurance PAC (“Onestop Assurance”) for the audit

of our annual consolidated financial statements, review of quarterly financial information and audit services that are normally provided

by the principal accountant in connection with regulatory filings or engagements.

Onestop Assurance provided professional

services for the audit of our fiscal years 2022 and 2021 financial statements and $280,000 and

$250,000 was paid to Onestop Assurance for audit of our fiscal years 2022 and 2021 financial statements, respectively.

The Board audit committee’s policy is to

3 unchanged sentences

of specified services that may be provided by the independent accountant, up to pre-determined fee levels.

Any proposed services not qualifying

as a pre-approved specified service, and pre-approved services exceeding the pre-determined fee levels, require further specific pre-approval

by the audit committee.

The audit committee has delegated to the Chairman of the audit committee the authority to pre-approve audit and

non-audit services proposed to be performed by the independent accountants.

Any proposed services not

qualifying as a pre-approved specified service, and pre-approved services exceeding the pre-determined fee levels, require further specific

pre-approval by the audit committee.

The audit committee has delegated to the Chairman of the audit committee the authority to pre-approve

audit and non-audit services proposed to be performed by the independent accountants.

Our audit committee was established in April 2008.

services provided by our auditors in fiscal years 2021 were pre-approved by the audit committee.

All the services provided by our auditors in fiscal years 2022 were pre-approved by the audit committee.

Changes in Registrant’s Certified Accountant

9 unchanged sentences

During the Company’s two fiscal years ended

December 31, 2020 and December 31, 2019 and in the subsequent interim period through April 24, 2021, there were (i) no disagreements between

the Company and BF Borgers on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure,

which disagreements, if not resolved to the satisfaction of BF Borgers, would have caused BF Borgers to make reference to the subject

matter of the disagreement in their reports on the financial statements for such years, and (ii) no “reportable events” as

that term is defined in Item 304(a)(1)(v) of Regulation S-K.

December 31, 2020 and December 31, 2019 and in the subsequent interim period through April 24, 2021, there were (i) no disagreements

between the Company and BF Borgers on any matter of accounting principles or practices, financial statement disclosure or auditing scope

or procedure, which disagreements, if not resolved to the satisfaction of BF Borgers, would have caused BF Borgers to make reference

to the subject matter of the disagreement in their reports on the financial statements for such years, and (ii) no “reportable

events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

On April 25, 2021, the Audit Committee of the

3 unchanged sentences

Company’s independent registered public accounting firm for the fiscal year ended December 31, 2021.

During the Company’s two fiscal

years ended December 31, 2020 and December 31, 2019 and through April 24, 2021, neither the Company nor anyone on its behalf consulted

Onestop Assurance regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or

the type of audit opinion that might be rendered on the consolidated financial statements of the Company;

or (ii) any matter that was

either the subject of a disagreement or a reportable event as described above;

and there was neither a written report nor was oral advice

provided to the Company by Onestop Assurance that was an important factor considered by the Company in reaching a decision as to an accounting,

auditing or financial reporting issue.

On April 3, 2020, the Audit Committee of the Company

dismissed and Wang Certified Public Accountant, P.C.

(“Wang CPA”), as the Company’s independent registered public accounting

firm, effective immediately.

On April 3, 2020, the Audit Committee approved

the engagement of BF Borgers as the Company’s independent registered public accounting firm, effective immediately.

The Audit Committee

also approved BF Borgers to act as the Company’s independent registered public accounting firm for the fiscal year ended December

BF Borgers also acted as the Company’s independent registered public accounting firm for the fiscal year ended December

In deciding to engage BF Borgers, the Audit Committee

of Board of Directors reviewed auditor independence and existing commercial relationships with BF Borgers, and concluded that BF Borgers

has no commercial relationship with the Company that would impair its independence.

During the fiscal years ended December 31, 2019, and

December 31, 2018, respectively, and in the subsequent period through April 2, 2020, neither the Company nor anyone acting on its behalf

has consulted with BF Borgers regarding:

(i) the application of accounting principles to a specified transaction, either completed or

proposed, or the type of audit opinion that might be rendered with respect to the Company’s financial statements, and neither a

written report nor oral advice provided to the Company by BF Borgers that was an important factor considered by the Company in reaching

a decision as to any accounting, auditing or financial reporting issue;

or (ii) any matter that was the subject of a “disagreement”

or “reportable event” as those terms are defined in Item 304(a)(1) of Regulation S-K.

The Company reported its changes in auditors in

Current Reports on Form 8-K, filed on April 9, 2020 and April 29, 2021.

During the Company’s two fiscal years ended

December 31, 2020 and December 31, 2019 and through April 24, 2021, neither the Company nor anyone on its behalf consulted Onestop Assurance

regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit

opinion that might be rendered on the consolidated financial statements of the Company;

or (ii) any matter that was either the subject

of a disagreement or a reportable event as described above;

and there was neither a written report nor was oral advice provided to the

Company by Onestop Assurance that was an important factor considered by the Company in reaching a decision as to an accounting, auditing

or financial reporting issue.

The Company reported its change in auditors in

Current Report on Form 8-K, filed on April 29, 2021.

ITEM 15 – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

2 unchanged sentences

Annual Report:

Financial statements listed in

the Index to Financial Statements, filed as part of this Annual Report beginning on page F-1;

Financial statements listed in the Index to Financial Statements, filed

as part of this Annual Report beginning on page F-1;

(b) EXHIBITS:

16 unchanged sentences

Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the Commission on March 23, 2021.

Articles of Amendment to the Second Amended and Restated Articles of Incorporation of the Registrant filed with Department of State of Florida on January 26, 2023.

Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the Commission on January 31, 2023.

Form of Warrant.

36 unchanged sentences

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on November 14, 2019.

Exchange Agreement by and between Future FinTech Group Inc.

and Iliad Research and Trading, L.P., dated January 6, 2020.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on January 10, 2020.

Exchange Agreement by and between Future FinTech Group Inc.

and Iliad Research and Trading, L.P., dated January 15, 2020.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on January 21, 2020.

Consulting Service Agreement by and between Future FinTech Group Inc.

4 unchanged sentences

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on March 10, 2020.

Exchange Agreement by and between Future FinTech Group Inc.

and Iliad Research and Trading, L.P.

dated March 11, 2020.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on March 13, 2020.

Exchange Agreement by and between Future FinTech Group Inc.

and Iliad Research and Trading, L.P.

dated April 17, 2020.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on April 21, 2020.

Employment Agreement, by between Future FinTech Group Inc.

1 unchanged sentence

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on May 22, 2020.

Exchange Agreement by and between Future FinTech Group Inc.

and Iliad Research and Trading, L.P.

dated June 10, 2020.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on June 15, 2020.

Securities Purchase Agreement by and between Future FinTech Group Inc.

6 unchanged sentences

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on July 17, 2020.

Standstill Agreement by and between Future FinTech Group Inc.

and Iliad Research and Trading, L.P.

dated July 28, 2020.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on July 29, 2020.

Debt Repayment Agreement by and between Future FinTech Group Inc.

and Creditors, dated August 4, 2020.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on August 7, 2020.

Securities Purchase Agreement by and between Future FinTech Group Inc.

and Houwu Huang dated September 16, 2020.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on September 21, 2020.

Form of Debt Repayment Agreement by and between Future FinTech Group Inc.

and Creditors, dated October 27, 2020.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on October 30, 2020.

Securities Purchase Agreement by and between Future FinTech Group Inc.

and certain Purchasers, dated November 2, 2020.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on November 5, 2020.

Employment Agreement by and between Future FinTech Group Inc.

4 unchanged sentences

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on December 2, 2020.

Securities Purchase Agreement by and between Future FinTech Group Inc.

and certain Purchasers, dated December 2, 2020.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on December 4, 2020.

Share Exchange Agreement by and among Future FinTech Group Inc., Future FinTech (Hong Kong) Limited, Asiasens Investment Holding Pte.

41 unchanged sentences

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on December 17, 2021.

Letter from Wang Certified Public Accountant, P.C., dated April 8, 2020.

Incorporated by reference to Exhibit 16.1 to our Current Report on Form 8-K filed with the Commission on April 9, 2020.

Form of Unrestricted Stock Award Agreement by and between Future FinTech Group Inc.

and Grantees dated on July 12, 2022.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on July 15, 2022.

Share Transfer Agreement by and between Future FinTech (Hong Kong) Limited and Alpha Financial Limited dated February 27, 2023.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on March 1, 2023.

Letter from B F Borgers CPA PC, dated April 29, 2021.

1 unchanged sentence

Description of Subsidiaries of the Registrant*

Consent of B F Borgers CPA PC*

Consent of Onestop Assurance PAC*

12 unchanged sentences

Furnished herewith

Other Financial Statement Schedules - None.

Pursuant to the requirements of Section 13 or

14 unchanged sentences

Pursuant to the requirement of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacity and on

the dates indicated.

Name and Title

/s/ Shanchun Huang

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacity and

on the dates indicated.

Shanchun Huang

April 15, 2022

Chief Executive Officer

Executive Officer

(principal executive officer and Director)

April 15, 2022

Chief Financial Officer

Financial Officer

(Principal Financial and Accounting Officer)

April 15, 2022

Chairman of the Board of Directors and Director

/s/ Mingjie Zhao

Mingjie Zhao, Director

April 15, 2022

/s/ Johnson Lau

Johnson Lau, Director

April 15, 2022

Ying Li, Director

April 15, 2022

of the Board of Directors and Director

Zhao, Director

Lau, Director

TO CONSOLIDATED FINANCIAL STATEMENTS

1 unchanged sentence

Report of Independent Registered Public Accounting Firm (PCAOB ID:

6732 PCAOB ID:

Consolidated Balance Sheets F-4

4 unchanged sentences

Notes to Consolidated Financial Statements F-8

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the shareholders and the board of directors of Future Fintech Group,

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of Future FinTech Group, Inc.

(the “Company”) as of December 31, 2021, the related consolidated statements

of operations and comprehensive income (loss), stockholders’ equity, and cash flows, for the year ended December 31, 2021, and the

related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly,

in all material respects, the financial position of the Company as of December 31, 2021, and the results of its operations and its cash

flows for the year ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Uncertainty

The accompanying financial statements have

been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the financial statements, the

Company has suffered recurring losses from operations and has negative operating cash flow that raise substantial doubt about its

ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 2.

financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below

are matters arising from the current period audit of the financial statements that was communicated or required to be communicated to

the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our

especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our

opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate

opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Legal Proceedings Contingencies

As described in Note 27 to the financial statements,

management disclosed legal proceedings that involved the Company's current subsidiaries, disposed subsidiaries, or the Company's senior

management where liability is not probable or the amount of the liability is not estimable, or both.

If management believes there is at

least a reasonable probability that a liability has been incurred as of the date of the financial statements, and the amount of loss is

reasonably estimable, then an accrual for such amount to resolve or settle these claims will be recorded in the financial statements.

We determined that the legal proceedings contingencies

are a critical audit matter as there was significant judgment made by management when assessing the likelihood of a loss being incurred

and when estimating the loss or range of loss for each claim, which in turn led to significant auditor judgment, subjectivity, and effort

in performing procedures and evaluating management’s assessment of the liabilities and disclosures related to legal proceedings

contingencies.

Our audit of legal proceeding contingencies included,

among others:

reviewing management’s control for assessing legal proceedings;

obtaining and evaluating the letters of audit inquiry with external legal counsel;

reviewing public information regarding the Company’s litigation cases;

evaluating the reasonableness of management’s assessment regarding whether an unfavorable outcome is reasonably possible or probable and reasonably estimable;

evaluating the sufficiency of the Company’s disclosures related to legal proceedings.

Valuation of Goodwill

As described in Note 9 to the financial statements,

goodwill mainly represented an amount of $15.58 million that arose from acquisition of Nice Talent Asset Management Limited.

The Company’s evaluation of goodwill for

impairment involves the comparison of the fair value of the reporting unit to its carrying value.

The Company uses the discounted cash

flow model to estimate fair value, 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.

Our audit procedures related to the forecasts

of future revenue and operating margin and the selection of the weighted average cost of capital used by management to estimate the fair

value contributed by the reporting unit included the following, among others:

Reviewing procedures of management’s impairment assessment;

the reasonableness of the valuation model, methodology, and significant assumptions used by the Company, specifically the weighted average

cost of capital including testing the mathematical accuracy of the Company’s calculation of the weighted average cost of capital;

examining original transaction related documents;

evaluating the sufficiency of the Company’s disclosures to goodwill.

/s/ Onestop Assurance PAC

We have served as the Company’s auditor since 2021.

April 15, 2022

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the shareholders and the board of directors of Future Fintech Group,

Opinion on the Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the shareholders and the board of directors of Future Fintech Group, Inc.

on the Financial Statements

We have audited the accompanying consolidated

2 unchanged sentences

of operations and comprehensive income (loss), stockholders’ equity, and cash flows, for each of the two years in the period ended

December 31, 2020, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial

statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results

of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity with accounting principles

December 31, 2022 and 2021, and the related notes (collectively referred to as the “financial statements”).

In our opinion,

the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021,

and the results of its operations and its cash flows for the year ended December 31, 2022 and 2021, in conformity with accounting principles

generally accepted in the United States of America.

Going Concern Uncertainty

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the financial statements, the Company has

suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue

as a going concern.

Management’s plans in regard to these matters are also described in Note 2.

The financial statements do not

include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Concern Uncertainty

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note

2 to the financial statements, the Company has suffered recurring losses from operations and has negative operating cash flow that raise

substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Emphasis of a Matter

As disclosed in Note 25 to the financial statements,

the Company completed the disposition of its certain subsidiaries during the year ended December 31, 2020.

The disposal gain was reported

in the financial statements.

Critical Audit Matters

The critical audit matters communicated below

are matters arising from the current period audit of the financial statements that was communicated or required to be communicated to

the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our

especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our

opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate

opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of Loan Receivable

As described in Note 4 to the financial statements,

the Company assessed the impairment loss of loan receivables based on the Company’s best estimate of the amount of probable credit

losses in the existing receivable balances.

As disclosed in Note 6 to the financial statements, the Company made a loan of $5.36 million

during the year and the balance was outstanding as of December 31, 2020.

The principal considerations for our determination

that auditing management’s assessment of impairment of loan receivable is a critical audit matter are there was significant judgment

made by management when considering factors in management’s assessment on collectability of the loan receivables as described above,

as well as the likelihood of the occurrence of these factors impacting the collectability.

In turn, such management’s assessment

led to challenging and subjective auditor judgment in performing our audit procedures.

Our audit of valuation of loan receivables includes,

but not limits to, the following procedures:

● understanding of controls relating

to management assessment of accounts receivable allowance;

● reviewing management’s

impairment assessment, including its supporting evidence;

● examining original transaction

related documents;

● confirming balance with the

● searching public information

for the operating and financial conditions of the borrower;

● evaluating the sufficiency

of the Company’s disclosures to loan receivable.

Legal Proceedings Contingencies

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

Emphasis of Matter

The Company has significant transactions with

related parties, which are described in Note 21 to the financial statements.

Transactions involving related party cannot be presumed to

be carried out on an arm’s length basis, as the requisite conditions of competitive, free market dealings may not exist.

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the financial statements that was communicated

or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Proceedings Contingencies

described in Note 29 to the financial statements, management disclosed legal proceedings that involved the Company’s current subsidiaries,

disposed subsidiaries, or the Company’s senior management where liability is not probable or the amount of the liability is not estimable,

If management believes there is at least a reasonable probability that a liability has been incurred as of the date of the financial

statements, and the amount of loss is reasonably estimable, then an accrual for such amount to resolve or settle these claims will be

recorded in the financial statements.

determined that the legal proceedings contingencies are a critical audit matter as there was significant judgment made by management

when assessing the likelihood of a loss being incurred and when estimating the loss or range of loss for each claim, which in turn led

to significant auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s assessment of the

liabilities and disclosures related to legal proceedings contingencies.

audit of legal proceeding contingencies included, among others:

management’s control for assessing legal proceedings;

and evaluating the letters of audit inquiry with external legal counsel;

public information regarding the Company’s litigation cases;

the reasonableness of management’s assessment regarding whether an unfavorable outcome is reasonably possible or probable and

reasonably estimable;

the sufficiency of the Company’s disclosures related to legal proceedings.

As described in Note 9 to the financial statements,

management disclosed legal proceedings that involved the Company’s current subsidiaries, disposed subsidiaries, or the Company’s

senior management where liability is not probable or the amount of the liability is not estimable, or both, if management believes there

is at least a reasonable possibility that the Company has assessed the obligations, or a loss may be incurred when obligations were not

Our principal considerations to determine that

the legal proceedings contingencies is a critical audit matter as there was significant judgment made by management when assessing the

likelihood of a loss being incurred and when estimating the loss or range of loss for each claim, which in turn led to significant auditor

judgment, subjectivity, and effort in performing procedures and evaluating management’s assessment of the liabilities and disclosures

related to legal proceedings contingencies.

Our audit of legal proceeding contingencies included,

among others:

● reviewing management’s

control for assessing legal proceedings;

● obtaining and evaluating the

letters of audit inquiry with external legal counsel;

● reviewing public information

regarding the Company’s litigation cases;

● evaluating the reasonableness

of management’s assessment regarding whether an unfavorable outcome is reasonably possible or probable and reasonably estimable;

● evaluating the sufficiency

of the Company’s disclosures related to legal proceedings.

/s/ B F Borgers CPA PC

goodwill mainly represented an amount of $13.98 million that arose from acquisition of Nice Talent Asset Management Limited and Khyber

Money Exchange Ltd.

Company’s evaluation of goodwill for impairment involves the comparison of the fair value of the reporting unit to its carrying

The Company uses the discounted cash flow model to estimate fair value, 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, 2022.

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.

audit procedures related to the forecasts of future revenue and operating margin and the selection of the weighted average cost of capital

used by management to estimate the fair value contributed by the reporting unit included the following, among others:

procedures of management’s impairment assessment;

the reasonableness of the valuation model, methodology, and significant assumptions used by the Company, specifically the weighted

average cost of capital including testing the mathematical accuracy of the Company’s calculation of the weighted average cost

examining original transaction related documents;

evaluating the sufficiency of the Company’s disclosures to goodwill.

/s/ Onestop Assurance PAC

We have served as the Company’s auditor since 2021.

Lakewood, Colorado

April 19, 2023

FUTURE FINTECH GROUP INC.

CONSOLIDATED BALANCE SHEETS

FINTECH GROUP INC.

BALANCE SHEETS

CURRENT ASSETS

Cash and cash equivalents

Short term Investment

Restricted cash

Short - term investments

Accounts receivable, net

2 unchanged sentences

Other receivables, net

Amount due from related party

Amount due from related parties

Assets related to discontinued operations

1 unchanged sentence

Property, plant and equipment, net

Right of use assets

Right of use assets - operation lease

Intangible assets

2 unchanged sentences

Accounts payable

Notes payable

Accrued expenses and other payables

1 unchanged sentence

Dividend payables

Convertible note payables

Lease liability-current

Lease liability - operation lease

Amounts due to related parties

1 unchanged sentence

Short term loans

Liabilities related to discontinued operations

TOTAL CURRENT LIABILITIES

NON-CURRENT LIABILITIES

Lease liability-non-current

Long term debt

Lease liability - operation lease

Deferred liabilities

2 unchanged sentences

Commitments and contingencies (Note 29)

STOCKHOLDER’S EQUITY

STOCKHOLDERS’ EQUITY

Future FinTech Group, Inc, Stockholders’ equity

4 unchanged sentences

Statutory reserve

Accumulated deficits

Accumulated deficit

( 152,276,434 )

1 unchanged sentence

Accumulated other comprehensive loss

( 3,623,005 )

Total Future FinTech Group, Inc.

1 unchanged sentence

Non-controlling interests

( 1,279,580 )

Total stockholders’ equity

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

* all shares and per share data have been retroactively restated

to reflect reverse stock split effected on February 1, 2023.

The accompanying notes are an integral part of

these condensed consolidated financial statements.

FUTURE FINTECH GROUP INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE

INCOME (LOSS)

these consolidated financial statements.

FINTECH GROUP INC.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Years Ended,

Cost of goods sold

Cost – third party

Cost – related party

Operating Expenses

1 unchanged sentence

Research and development expenses

Stock compensation expense

Stock-based compensation

Selling expenses

Bad debt provision

Provision (Recovery) of doubtful debts

Impairment loss

6 unchanged sentences

Interest expenses

Loss on debt settlement and conversion

( 2,599,303 )

Impairment loss on equity investment

( 12,250,000 )

Other income(expenses), net

Total other income (expenses), net

( 15,229,256 )

Other income, net

Total other income, net

Loss from Continuing Operations before Income Tax

2 unchanged sentences

Income tax provision

Deferred income tax

Loss from Continuing Operations

2 unchanged sentences

Discontinued Operations (Note 27)

Gain on disposal of discontinued operations

Loss on disposal of discontinued operations

( 2,388,900 )

Income (loss) from discontinued operations

Net Income (Loss)

$ ( 14,316,364 )

$ ( 14,205,925 )

Net Loss attributable to non-controlling interests

Net income(loss) from discontinued operations attributable to Future Fintech Group Inc.

Net loss attributable to Future Fintech Group Inc.

$ ( 13,627,545 )

$ ( 13,594,935 )

Other comprehensive income (loss)

Income (loss) from continued operations

Loss from continued operations

$ ( 14,316,210 )

5 unchanged sentences

( 11,941,466 )

Income (loss) from discontinued operations

$ ( 2,388,900 )

Loss from discontinued operations

$ ( 2,388,900 )

Foreign currency translation - discontinued operation

Comprehensive loss - discontinued operation

( 2,464,307 )

Comprehensive (loss) income - discontinued operation

Comprehensive Loss

$ ( 17,341,507 )

Comprehensive Income (Loss)

$ ( 14,405,773 )

2 unchanged sentences

$ ( 16,652,688 )

( 13,794,783 )

Earnings (loss) per share:

Basic earnings (loss) per share from continued operation

Basic earnings (loss) per share from discontinued operation

Basic loss per share from continued operation

Basic loss per share from discontinued operation

Diluted Earnings (loss) per share:

Diluted loss per share

Diluted earnings (loss) per share from discontinued operation

Diluted loss per share from discontinued operation

Weighted average number of shares outstanding

* Reclassification - certain

reclassifications have been made to the financial statements for the year ended December 31, 2020 to conform to the presentation for

the year ended December 31, 2021, with no effect on previously reported net income (loss).

The accompanying notes are an integral part of

these consolidated financial statements.

FUTURE FINTECH GROUP INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

accompanying notes are an integral part of these consolidated financial statements.

FINTECH GROUP INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY

comprehensive

Non-controlling

Balance at December 31, 2020

2 unchanged sentences

$ ( 398,014 )

Issuance of common stocks-conversion of debt

Issuance of common stocks-cash

Net income from continuing operations

( 30,019,941 )

Net income from discontinued operations

Share-based payments-service

Issuance of common stocks-non cash

Share-based payments-omnibus equity plan

Foreign currency translation adjustment

Net loss from continued operation

( 11,206,035 )

( 11,817,025 )

Dividend to shareholders

Share-based payments-service

Statutory reserve

Non-controlling interests on acquisition of subsidiary

Disposition of Discontinued operation

1 unchanged sentence

( 2,464,307 )

Foreign currency translation adjustment

Balance at December 31, 2021

2 unchanged sentences

$ ( 597,862 )

Issuance of common stocks-cash

Issuance of common stocks-non cash

Share-based payments-omnibus equity plan

$ ( 590,761 )

Net loss from continued operation

1 unchanged sentence

( 14,316,210 )

Dividend to shareholders

Share-based payments-service

Statutory reserve

Non-controlling interests on acquisition of subsidiary

Share-based payments-service

Share-based payments-omnibus equity plan

Disposition of Discontinued operation

Foreign currency translation adjustment

( 3,025,143 )

Foreign currency translation adjustment

Balance at December 31, 2022

3 unchanged sentences

$ ( 1,279,580 )

The accompanying notes are an integral part of

these consolidated financial statements.

FUTURE FINTECH GROUP INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

All shares and per share data have been retroactively restated to reflect

reverse stock split effected on February 1, 2023.

accompanying notes are an integral part of these consolidated financial statements.

FINTECH GROUP INC.

STATEMENTS OF CASH FLOWS

For the Year Ended

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)

$ ( 14,316,364 )

Net income from discontinued operation

$ ( 14,205,925 )

Net loss from discontinued operation

( 2,388,900 )

Net loss from continuing operations

2 unchanged sentences

Adjustments to reconcile net income to net cash provided by operating activities

Provision for doubtful debts

Impairment of intangible assets

Impairment of intangible goodwill

Impairment of long term investment

Provision (Recovery) of doubtful debts

Impairment of goodwill

Impairment of intangible

Impairment of short term investment

Share-based payments

Loss on debt settlement and conversion

Interest expenses related to convertible note

Changes in operating assets and liabilities

3 unchanged sentences

( 1,417,128 )

( 1,815,109 )

Advances to suppliers and other current assets

( 1,742,565 )

( 2,905,416 )

Notes payable

Accounts payable

4 unchanged sentences

( 1,187,875 )

Taxes payable

Net cash used in operating activities – continued operations

1 unchanged sentence

( 18,737,540 )

Net Cash Used in Operating Activities – Discontinued Operations

( 5,249,329 )

Net cash provided by operating activities – discontinued operations

CASH FLOWS FROM INVESTING ACTIVITIES

3 unchanged sentences

( 20,078,917 )

( 6,000,000 )

Repayment of loan receivable

Payment for available-for-sale securities

5 unchanged sentences

( 14,191,625 )

( 11,180,987 )

CASH FLOWS FROM FINANCING ACTIVITIES

2 unchanged sentences

Repayment of loans

Proceeds from secured convertible promissory note

Payment of dividends to the non-controlling interest

Repayment of convertible note payables

( 1,163,146 )

Net cash provided by financing activities

Net cash (used in) provided by financing activities

Effect of change in exchange rate

NET INCREASE IN CASH AND CASH EQUIVALENTS

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

Cash and cash equivalents from the discontinued operations, end of period

Cash and cash equivalents, from the continuing operations end of period

( 3,404,385 )

NET (DECREASE ) INCREASE IN CASH AND CASH EQUIVALENTS

( 20,538,347 )

Cash and cash equivalents, beginning of year

Cash and restricted cash at end of year

SUPPLEMENTARY DISCLOSURE OF SIGNIFICANT NON-CASH TRANSACTION

1 unchanged sentence

Deferred liabilities (Note 19)

Debt settlement by issuance of common stock

Issuance of common stocks for conversion of debts

The accompanying notes are an integral part of

these consolidated financial statements.

FUTURE FINTECH GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR YEARS ENDED DECEMBER 31, 2021 AND 2020

SUPPLEMENTAL CASH FLOW INFORMATION:

Income taxes paid

Interest paid

accompanying notes are an integral part of these consolidated financial statements.

FINTECH GROUP INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2022 AND 2021

CORPORATE INFORMATION

Future FinTech Group Inc.

“Company”) is a holding company incorporated under the laws of the State of Florida.

The main business of the Company

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

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.

Prior to 2019, the Company engaged in the production and sales of fruit juice concentrates,

fruit juice beverages and other fruit-related products in the People’s Republic of China (“PRC”, or

“China”), and overseas markets.

Due to the drastically increased production cost and tightened environmental law in

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

platform that integrates blockchain and internet technology, supply chain financing services and trading and financial services.

On July 22, 2020, the Company established Future

Commercial Management (Beijing) Co., Ltd.

Its business includes management and consulting services.

On May 11, 2021, the Company established Future

Supply (Chengdu) Co., Ltd.

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

On May 12, 2021, the Company established Future

Big Data (Chengdu) Co., Ltd.

FinTech Group Inc.

(the “Company”) is a holding company incorporated under the laws of the State of Florida.

The main business

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

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.

Prior to 2019, the Company engaged in the production and sales of fruit juice concentrates, fruit juice beverages

and other fruit-related products in the People’s Republic of China (“PRC”, or “China”), and overseas markets.

Due to the drastically increased production cost and tightened environmental law in China, the Company has transformed its business from

fruit juice manufacturing and distribution to a real-name blockchain e-commerce platform that integrates blockchain and internet technology,

supply chain financing services and trading and financial services.

May 11, 2021, the Company established Future Supply (Chengdu) Co., Ltd.

Its business is coal and aluminum ingots supply chain financing

services and trading.

May 12, 2021, the Company established Future Big Data (Chengdu) Co., Ltd.

in Chengdu, China.

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

On June 8, 2021, the Company established

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

Its business includes big data technology

and industrial internet data services.

June 8, 2021, the Company established Tianjin Future Private Equity Fund Management Partnership (Limited Partnership) in Tianjin, China.

Its main business is external equity investment.

June 14, 2021, the Company established Future

FinTech Labs Inc.

14, 2021, the Company established Future FinTech Labs Inc.

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

On June 24, 2021, the Company established

FTFT Capital Investments L.L.C.

June 24, 2021, the Company established FTFT Capital Investments L.L.C.

in Dubai, United Arab Emirates.

Its business is to provide financial technology and

services, including a cryptocurrency market data platform that provides investors with real-time cryptocurrency market data and

trading information.

On July 2, 2021, the Company established Future

Fintech Digital Number One US, LP.

Its business is to provide financial

technology and services, including a cryptocurrency market data platform that provides investors with real-time cryptocurrency market

data and trading information.

July 2, 2021, the Company established Future Fintech Digital Number One US, LP.

which is an investment fund.

On July 6, 2021, the Company established Future

Fintech Digital Capital Management, LLC, in the State of Connecticut, which provides investment advisory services and investment fund

On July 6, 2021, the Company established Future

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

On August 2, 2021, the Company incorporated FTFT

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

On August 6, 2021, the Company acquired 90 % equity

interest of Nice Talent Asset Management Limited which mainly provides assets and wealth management services.

On August 11, 2021, the Company established Future

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

July 6, 2021, the Company established Future Fintech Digital Capital Management, LLC, in the State of Connecticut, which provides investment

advisory services and investment fund management.

July 6, 2021, the Company established Future Fintech Digital Number One GP, LLC., which is an off-shore investment fund.

August 2, 2021, the Company incorporated FTFT UK Limited in United Kingdom which serve as its operating base to develop fintech

business in Europe.

August 6, 2021, the Company acquired 90 % equity interest of Nice Talent Asset Management Limited which mainly provides assets and wealth

management services.

August 11, 2021, the Company established Future Private Equity Fund Management (Hainan) Co., Ltd.

Its business is investment fund management.

On November 22, 2021, the Company established

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

On November 22, 2021, the Company established

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

On December 15, 2021, the Company established

FTFT Super Computing Inc.

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

The Company’s business and operations are

principally conducted by its subsidiaries and its blockchain based e-commerce platform business is conducted through its Variable Interest

Entity (“VIE”) - Cloud Chain E-Commerce (Tianjin) Co., Ltd., formerly known as Chain Cloud Mall E-Commerce (Tianjin) Co.,

November 22, 2021, the Company established FTFT Digital Number One, Ltd., an investment fund.

November 22, 2021, the Company established Future Fintech Digital Number One Offshore, LLC., an investment.

December 15, 2021, the Company established FTFT Super Computing Inc.

Its business is bitcoin and other cryptocurrency mining and related

April 14, 2022, the Company established Future Trading (Chengdu) Co., Ltd.

Its business is coal and aluminum ingots supply chain financing

services and trading.

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 October 1, 2022, FTFT UK Limited, a wholly owned subsidiary of the

Company acquired 100 % equity interest of Khyber Money Exchange Ltd., a company incorporated for $ 0.95 million.

It has a global remittance

The Company has changed its name from Khyber Money Exchange Ltd., to FTFT finance UK Limited on October 11, 2022.

Company’s business and operations are principally conducted by its subsidiaries and its blockchain based e-commerce platform business

is conducted through its Variable Interest Entity (“VIE”) - Cloud Chain E-Commerce (Tianjin) Co., Ltd., formerly known as

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

(“E-Commerce Tianjin”) in the PRC.

On February 1, 2023, the Company has authorized

and approved a 1-for-5 reverse stock split of the Company’s authorized shares of common stock from 300,000,000 shares to 60,000,000

The reverse stock split would be reflected in December 31, 2022 and

December 31, 2021 statements of changes in stockholders’ equity, and in per share data for all periods presented.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of preparation and principle of consolidation

These consolidated financial statements (“financial

statements”) have been prepared in conformity with accounting principles generally accepted in the United States of America, or

The Company’s functional

currency of subsidiaries and VIE in China is the Chinese Renminbi (RMB).

of preparation and principle of consolidation

consolidated financial statements (“financial statements”) have been prepared in conformity with accounting principles generally

accepted in the United States of America, or US GAAP.

The Company’s functional currency of subsidiaries and VIE in

China is the Chinese Renminbi (RMB).

Other subsidiaries outside of China use U.S.

Dollar (USD), Hong

Kong Dollar (HKD), Great Britain Pound (“GBP”) and AED (United Arab Emirates Dirham) as the functional currency;

the accompanying consolidated financial statements have been translated and presented in USD.

According to USGAAP Accounting Standard Codification

(“ASC”) 810-10-15-8, for legal entities other than limited partnerships, the usual condition for a controlling financial interest

is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly,

of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation.

control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by

court decree.

The consolidated financial statements include

the accounts of the Company and its subsidiaries and VIE.

Our contractual arrangements with our VIE and their respective shareholders

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

have an exclusive option to purchase all or part of the equity interests in our VIE when and to the extent permitted by PRC law.

As a result of our direct ownership in our wholly

foreign-owned enterprise (“WFOE”) and the contractual arrangements with our VIE, we are regarded as the primary beneficiary

of our VIE, and we treat it and its subsidiaries as our consolidated affiliated entities under U.S.

Certain amounts of prior years were reclassified

to conform with current year presentation.

Discontinued Operations

On February 27, 2020, SkyPeople Foods Holdings

Limited (the “Seller”) completed the transfer of its ownership of HeDeTang Holdings (HK) Ltd.

(“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.

Company believed that no continued cash flow would be generated by the sold component, in accordance with ASC 205-20, the Company presented

the operating results from Hedetang HK as discontinued operations within the accompanying consolidated financial statements.

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)

On March 18, 2021, Chain Future Digital Tech (Beijing) Co., Ltd.

was dissolved and deregistered with local government.

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

completed the

transfer of its ownership of Zhonglian Hengxin Assets Management Co., Ltd to individual third party.

On July 24, 2020, the Company’s

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

the operation of Chain Cloud Mall Logistics Center (Shaanxi) Co., Ltd.

Skypeople Foods Holding Limited was dissolved on July 27, 2020;

Digital Online Marketing Limited Company was deregistered on July 28, 2020;

On November 12, 2020, Chain Cloud Mall Network and Technology

(Tianjin) Co., Limited and Chain Cloud Mall Logistics Center (Shanxi) Co., Ltd.

entered into agreements to transfer their ownership of

Hedetang Farm Products Trading Markets (Mei country) Co., Ltd.

to third parties.

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

Dollar (USD), Hong Kong Dollar (HKD), Great Britain

Pound (“GBP”), AED (United Arab Emirates Dirham) and Guarani (PYG) as the functional currency;

however, the accompanying consolidated

financial statements have been translated and presented in USD.

According to US GAAP Accounting Standard

Codification (“ASC”) 810-10-15-8, for legal entities other than limited partnerships, the usual condition for a

controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one

reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition

pointing toward consolidation.

The power to control may also exist with a lesser percentage of ownership, for example, by contract,

lease, agreement with other stockholders, or by court decree.

consolidated financial statements include the accounts of the Company and its subsidiaries and the VIE.

Our contractual arrangements

with the VIE and their respective shareholders allow us to (i) exercise effective control over the VIE, (ii) become the primary beneficiary

of the VIE for accounting purposes, and (iii) have an exclusive option to purchase all or part of the equity interests in the VIE when

and to the extent permitted by PRC law.

a result of our direct ownership in our wholly foreign-owned enterprise (“WFOE”) and the contractual arrangements with the

VIE, we are regarded as the primary beneficiary of the VIE for accounting purposes, and we treat it and its subsidiaries as the consolidated

affiliated entities under U.S.

amounts of prior years were reclassified to conform with current year presentation.

March 18, 2021, Chain Future Digital Tech (Beijing) Co., Ltd.

was deregistered.

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

was dissolved and deregistered.

On August 2, 2021, the Company sold Guangchengji

(Guangdong) Industrial Co., Ltd.

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.

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.

Segment Information Reclassification

Historically, the Company operated in five segments:

concentrated apple juice and apple aroma, concentrated kiwifruit juice and kiwifruit puree, concentrated pear juice, fruit juice beverages,

As the Company classified the juice related operation

into discontinued operation in the beginning of year 2019, and in accordance with the Company’s new business strategy, the Company

classified business segment into CCM Shopping Mall Membership, sales of goods, asset management service , coal and aluminum ingots

supply chain financing service and trading and others.

Uses of Estimates in the Preparation of Financial

The Company’s consolidated financial statements

have been prepared in accordance with US GAAP and this requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of 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, but not limited to, 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, 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 and such differences may be material to our consolidated

financial statements.

Going Concern

The Company’s financial statements are prepared

assuming that the Company will continue as a going concern.

Company incurred operating loss of $ 11.82 million and generated negative operating cash flows of $ 18.74 million for year ended December

31, 2021 and may continue to incur operating losses and generate negative operating cash flows as the Company implements its future business

These factors raise substantial doubts about the Company’s

ability to continue as a going concern.

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

discontinued its operations, and on November 4, 2021, it was transferred to Shaanxi

Fu Chen Venture Capital Management Co.

June 27, 2022, Chain Cloud Mall Logistics Center (Shanxi) Co., Ltd.

was dissolved and deregistered.

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

Information Reclassification

Company classified business segment into CCM Shopping Mall Membership, asset management service, coal and aluminum ingots supply chain

financing service and trading, and others.

of Estimates in the Preparation of Financial Statements

Company’s consolidated financial statements have been prepared in accordance with US GAAP and this requires management to make

estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of 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, but not limited to, 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, 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

and such differences may be material to our consolidated financial statements.

Company’s financial statements are prepared assuming that the Company will continue as a going concern.

Company incurred operating loss of $ 14.32 million and generated negative operating cash flows of $ 2.69 million

for year ended December 31, 2022 and may continue to incur operating losses and generate negative operating cash flows as the Company

implements its future business plan.

These factors raise substantial doubts about the Company’s ability to continue as a going concern.

The Company has raised funds through issuance of common stock.

The ability of the Company to continue as a going

concern is dependent upon its ability to successfully execute its new business strategy and eventually attain profitable operations.

accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going

Research and development

Research and development expenses include salaries,

contracted services, as well as the related expenses for our research and product development team, and expenditures relating to our efforts

to develop, design, and enhance our service to our clients.

All the expenses are related to the planning and implementation phases of

development, and costs that are associated with maintenance of the existing websites or software for internal use, apps for users.

Impairment of Long-Lived Assets

In accordance with the 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, or it is reasonably possible that these assets could become impaired as a result of technological or other

industrial changes.

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

to future 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 cost to sell.

Fair Value of Financial Instruments

The Company has adopted FASB ASC 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 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;

The ability of the Company to continue as a going concern is dependent

upon its ability to successfully execute its new business strategy and eventually attain profitable operations.

The financial statements

do not include any adjustments that might result from the outcome of this uncertainty.

and development

Research and development expenses include salaries, contracted services,

as well as the related expenses for our research and product development team, and expenditures relating to our efforts to develop, design,

and enhance our service to our clients.

The Company expenses research and development costs as they are incurred.

of Long-Lived Assets

accordance with the 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, or it is reasonably possible that these assets

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

The determination of recoverability of assets to be held

and used is made by comparing the carrying amount of an asset to future 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 cost to sell.

Value of Financial Instruments

Company has adopted FASB ASC 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 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;

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.

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.

Our cash and cash equivalents and restricted cash

are classified within level 1 of the fair value hierarchy because they are value using quoted market price.

Earnings (Loss) Per Share

Under ASC 260-10, Earnings Per Share , basic

EPS excludes dilution for Common Stock equivalents and is calculated by dividing net income (loss) available to common stockholders by

the weighted-average number of Common Stock outstanding for the period.

Diluted EPS is calculated by using the treasury stock method, assuming conversion of all potentially dilutive securities, such as stock

options and warrants.

Under this method, (i) exercise of options and warrants is assumed at the beginning of the period and shares of

Common Stock are assumed to be issued, (ii) the proceeds from exercise are assumed to be used to purchase Common Stock at the average

market price during the period, and (iii) the incremental shares (the difference between the number of shares assumed issued and the number

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.

cash and cash equivalents and restricted cash and short-term investments are classified within level 1 of the fair value hierarchy

because they are value using quoted market price.

(Loss) Per Share

ASC 260-10, Earnings Per Share , basic EPS excludes dilution for Common Stock equivalents and is calculated by dividing net income

(loss) available to common stockholders by the weighted-average number of Common Stock outstanding for the period.

EPS is calculated by using the treasury stock method, assuming conversion of all potentially dilutive securities, such as stock options

and warrants.

Under this method, (i) exercise of options and warrants is assumed at the beginning of the period and shares of Common

Stock are assumed to be issued, (ii) the proceeds from exercise are assumed to be used to purchase Common Stock at the average market

price during the period, and (iii) the incremental shares (the difference between the number of shares assumed issued and the number

of shares assumed purchased) are included in the denominator of the diluted EPS computation.

The numerators and denominators used in the

computations of basic and diluted EPS are presented in the following table.

For the year ended December 31, 2021:

Loss from continuing operations

$ ( 11,206,035 )

Loss from discontinuing operations

$ ( 2,388,900 )

Loss to common stockholders from continuing operations

$ ( 11,206,035 )

Loss available to common stockholders from discontinuing operations

$ ( 2,388,900 )

The numerators and denominators used in

the computations of basic and diluted EPS are presented in the following table.

the year ended December 31, 2022:

Loss from continued operations attributable to Future Fintech Group, Inc.

Loss from discontinued operations attributable to Future Fintech Group, Inc.

Loss to common stockholders from continued operations

Loss available to common stockholders from discontinued operations

Dilutive EPS:

Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding.

Diluted net loss per share equals basic net loss per share because the effect of securities convertible into common shares is anti-dilutive from continuing operations

$ ( 11,206,035 )

Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding from discontinuing operations

$ ( 2,388,900 )

For the year ended December 31, 2020:

Loss from continuing operations

$ ( 30,275,812 )

Income from discontinuing operations

$ 119,206,123

Loss available to common stockholders from continuing operations

$ ( 30,275,812 )

Income available to common stockholders from discontinuing operations

$ 119,206,123

Diluted net loss per share equals basic net loss per share because the effect of securities convertible into common shares is anti-dilutive from continued operations attributable to Future Fintech Group, Inc.

Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding from discontinued operations

the year ended December 31, 2021:

Loss from continued operations attributable to Future Fintech Group, Inc.

Loss from discontinued operations attributable to Future Fintech Group, Inc.

Loss to common stockholders from continuing operations

Loss available to common stockholders from discontinued operations

Dilutive EPS:

Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding.

Diluted net loss per share equals basic net loss per share because the effect of securities convertible into common shares is anti-dilutive from continuing operations

$ ( 30,275,812 )

Diluted Earnings per share is calculated by taking net income, divided by the diluted weighted average common shares outstanding from discontinuing operations.

$ 119,206,123

Cash and Cash Equivalents

Cash and cash equivalents included cash on hand

and demand deposits placed with banks or other financial institutions, which are unrestricted as to withdrawal and use and with an original

maturity of three months or less.

Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding from discontinued operations

cash equivalents and restricted cash

and cash equivalents included cash on hand and demand deposits placed with banks or other financial institutions, which are unrestricted

as to withdrawal and use and with an original maturity of three months or less.

Deposits in banks in the PRC are only insured

by the government up to RMB 500,000 , and are consequently exposed to risk of loss.

The Company believes the probability of a bank failure,

causing loss to the Company, is remote.

Receivable and Allowances

Accounts receivable are recognized and carried

at the original invoice amounts less an allowance for any uncollectible amount.

We have a policy of reserving for uncollectible accounts

based on our best estimate of the amount of probable credit losses in our existing accounts receivable.

by the government up to RMB 500,000 , in the HK are only insured by the government up to HKD500,000, in the United Kingdom are only insured

by the government up to GBP 18,000 , in the United States of America are only insured by the Federal Deposit Insurance Corporation up to

USD250,000, and are consequently exposed to risk of loss.

The Company believes

the probability of a bank failure, causing loss to the Company, is remote.

that is restricted as to withdrawal for use or pledged as security is reported separately on the face of the consolidated balance sheets,

and is not included in the total cash and cash equivalents in the consolidated statements of cash flows.

and Allowances

receivable are recognized and carried at the original invoice amounts less an allowance for any uncollectible amount.

We have a policy

of reserving for uncollectible accounts based on our best estimate of the amount of probable credit losses in our existing accounts receivable.

We perform ongoing credit evaluations of our customers and maintain an allowance for potential bad debts if required.

Other receivables, and loan receivables are recognized

and carried at the initial amount when occurred less an allowance for any uncollectible amount.

We have a policy of reserving for uncollectible

accounts based on our best estimate of the amount of probable impairment losses in our existing receivable.

We determine whether an allowance for doubtful

accounts is required by evaluating specific accounts where information indicates the customers may have an inability to meet financial

In these cases, we use assumptions and judgment, based on the best available facts and circumstances, to record a specific

allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected.

These specific allowances

are re-evaluated and adjusted as additional information is received.

The amounts calculated are analyzed to determine the total amount

of the allowance.

receivables, and loan receivables are recognized and carried at the initial amount when occurred less an allowance for any uncollectible

We have a policy of reserving for uncollectible accounts based on our best estimate of the amount of probable impairment losses

in our existing receivable.

determine whether an allowance for doubtful accounts is required by evaluating specific accounts where information indicates the customers

may have an inability to meet financial obligations.

In these cases, we use assumptions and judgment, based on the best available facts

and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected

to be collected.

These specific allowances are re-evaluated and adjusted as additional information is received.

The amounts calculated

are analyzed to determine the total amount of the allowance.

We may also record a general allowance as necessary.

Direct write-offs are taken in the period when

we have exhausted our efforts to collect overdue and unpaid receivable or otherwise evaluate other circumstances that indicate that we

should abandon such efforts.

The Company has assessed its receivable including

credit term and corresponding all its receivables in December 2021.

Upon such credit terms, bad debt expense was $ 1,823 and $ 3.57 million

during the years ended December 31, 2021 and 2020, respectively.

There is no accounts receivable balance overdue for over 90 days as of

December 31, 2021 and December 31, 2020 .

Revenue Recognition

We apply the five steps defined under ASC 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 arrangements

with multiple performance obligations are divided into separate distinct goods or services.

We allocate the transaction price to each

performance obligation based on the relative standalone selling price of the goods or services provided.

Revenue is recognized upon the

transfer of control of promised goods or services to a customer.

Control is generally transferred when the Company has a present

right to payment and title and the significant risks and rewards of ownership of products or services are transferred to its customers.

We do not make any significant judgment in evaluating

when control is transferred.

write-offs are taken in the period when we have exhausted our efforts to collect overdue and unpaid receivable or otherwise evaluate

other circumstances that indicate that we should abandon such efforts.

Company has assessed its receivable including credit term and corresponding all its receivables in December 2022.

Upon such credit terms,

bad debt expense was $ 26,440 and $( 1,823 ) during the years ended December 31, 2022 and 2021, respectively.

There is no accounts receivable

balance overdue for over 90 days as of December 31, 2022 and December 31, 2021.

apply the five steps defined under ASC 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 arrangements with multiple performance obligations are

divided into separate distinct goods or services.

We allocate the transaction price to each performance obligation based on the relative

standalone selling price of the goods or services provided.

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

to a customer.

Control is generally transferred when the Company has a present right to payment and title and the significant risks and

rewards of ownership of products or services are transferred to its customers.

do not make any significant judgment in evaluating when control is transferred.

Revenue is recorded net of value-added tax.

Revenue recognitions are as follows:

Online sales and membership fee:

The Company recognizes the sale of goods 15

days after the products are shipped (after the 15 days return policy).

The revenue from the membership fee is amortized over the

lifetime of the membership, which is one year.

For the merchandise gift package, revenue is recognized when the receipt of the gift

package is confirmed by the members.

Other revenues include revenues earned on net basis from sales of certain products on our

platform and agent authorization fee.

During the second quarter of 2021, the Company has transformed its member based business model to a sale agent based

eCAAS platform for its online shopping mall.

Sales of coals and aluminum ingots

The Company recognize revenue when the receipt

of merchandise is confirmed by the customers, which is the point that the title of the goods is transferred to the customer.

Asset Management Service

recognitions are as follows:

sales and membership fee:

Company recognizes the sale of goods 15 days after the products are shipped (after the 15 days return policy).

The revenue from the membership

fee is amortized over the lifetime of the membership, which is one year.

For the merchandise gift package, revenue is recognized when

the receipt of the gift package is confirmed by the members.

Other revenues include revenues earned on net basis from sales of certain

products on our platform and agent authorization fee.

During the second quarter of 2021, the Company has transformed its member based

business model to a sale agent based eCAAS platform for its online shopping mall.

of coals and aluminum ingots

Company recognize revenue when the receipt of merchandise is confirmed by the customers, which is the point that the title of the goods

is transferred to the customer.

Sales of coals and aluminum ingots agent

For the sale of third-party products where the Company obtains control

of the product before transferring it to the customer, the Company recognizes revenue based on the gross amount billed to customers.

Company considers multiple factors when determining whether it obtains control of third-party products, including evaluating if it can

establish the price of the product, retains inventory risk for tangible products or has the responsibility for ensuring acceptability

of the product.

The company recognize net revenue from sale of coals and aluminum ingots when no control obtained throughout the transactions.

Management Service

Company recognizes service revenue when a service is rendered, the Company issues bills to its customers and recognizes revenue according

to the bills.

Property, Plant and Equipment

Property, plant and equipment are stated at cost

less accumulated depreciation and any impairment losses.

Depreciation is computed using the straight-line method over the useful lives

of the assets.

Plant and Equipment

plant and equipment are stated at cost less accumulated depreciation and any impairment losses.

Depreciation is computed using the straight-line

method over the useful lives of the assets.

Major renewals and betterments are capitalized and depreciated;

maintenance and repairs that do not extend the life of

the respective assets are expensed as incurred.

Upon disposal of assets, the cost and related accumulated depreciation are removed from

the accounts and any gain or loss is included in the consolidated statements of income and comprehensive income.

Depreciation related to property, plant and equipment

used in production is reported in cost of sales, and includes amortized amounts related to capital leases.

We estimated that the residual

value of the Company’s property and equipment ranges from 3 % to 5 %.

Property, plant and equipment are depreciated over their estimated

useful lives as follows:

maintenance and repairs that

do not extend the life of the respective assets are expensed as incurred.

Upon disposal of assets, the cost and related accumulated depreciation

are removed from the accounts and any gain or loss is included in the consolidated statements of operations and comprehensive income.

related to property, plant and equipment used in production is reported in cost of sales, and includes amortized amounts related to capital

We estimated that the residual value of the Company’s property and equipment ranges from 3 % to 5 %.

Property, plant and

equipment are depreciated over their estimated useful lives as follows:

Machinery and equipment

1 unchanged sentence

Motor vehicles

Leasehold Improvement

Intangible Assets

Acquired intangible assets are recognized based

5 unchanged sentences

use if they were pricing the intangible asset.

The useful life of the Company’s intangible assets is ten years , which is determined

by using the time period that an intangible is estimated to contribute directly or indirectly to a Company’s future cash flows.

Foreign Currency and Other Comprehensive Income

The useful life of the Company’s intangible assets is five - ten years , which is

determined by using the time period that an intangible is estimated to contribute directly or indirectly to a Company’s future cash

Currency and Other Comprehensive Income (Loss)

The financial statements of the Company’s

5 unchanged sentences

to USD was 6.96:1 and 6.38:1 at the balance sheet dates of December 31, 2022 and December 31, 2021, respectively.

The average exchange rate

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

The average exchange rates we used to convert RMB to USD were 6.45 and

6.90 for fiscal year 2021 and fiscal year 2020, respectively.

The average exchange

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

The average exchange rates we used to convert RMB to USD were 6.73:1

and 6.45:1 for fiscal year 2022 and fiscal year 2021, respectively.

The exchange rate we used to convert HKD to USD

was 7.80 at the balance sheet dates of December 31, 2021.

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

and expenses.

The average exchange rates we used to convert HKD to USD were 7.77 for fiscal year 2021.

was 7.80:1 and 7.80:1 at the balance sheet dates of December 31, 2022 and December 31, 2021.

The average exchange rate for the period

has been used to translate revenues and expenses.

The average exchange rates we used to convert HKD to USD were 7.83:1 and 7.77:1 for

fiscal year 2022 and fiscal year 2021.

The exchange rate we used to convert GBP to USD

was 0.74 at the balance sheet dates of December 31, 2021.

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

and expenses.

The average exchange rates we used to convert GBP to USD were 0.73 for fiscal year 2021.

was 0.83:1 and 0.74:1 at the balance sheet dates of December 31, 2022 and December 31, 2021.

The average exchange rate for the period

has been used to translate revenues and expenses.

The average exchange rates we used to convert GBP to USD were 0.81:1 and 0.73:1 for

fiscal year 2022 and fiscal year 2021.

The exchange rate we used to convert AED to USD

was 3.67 at the balance sheet dates of December 31, 2021.

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

and expenses.

The average exchange rates we used to convert AED to USD were 3.67 for fiscal year 2021.

Translation adjustments are reported separately

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

We use the asset and liability method of accounting

for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for

the amount of:

(i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting

from matters that have been recognized in an entity’s financial statements or tax returns.

Deferred tax assets and liabilities are

measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to

be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations

in the period that includes the enactment date.

A valuation allowance is provided to reduce the deferred tax assets reported if based

on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets

will not be realized.

ASC Topic 740-10-30 clarifies the accounting for

uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement

attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

Topic 740-10-25 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure,

and transition.

We have no material uncertain tax positions for any of the reporting periods presented.

The Company tests goodwill for impairment for its

reporting units on an annual basis, or when events occur or circumstances indicate the fair value of a reporting unit is below its carrying

If the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded to the extent that implied

fair value of the goodwill within the reporting unit is less than its carrying value.

The Company’s evaluation of goodwill for impairment involves

the comparison of the fair value of the reporting unit to its carrying value.

The Company uses the discounted cash flow model to estimate

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

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.

Based upon the assessment, the Company has concluded that goodwill is $ 15 .6million as of December 31, 2021.

After adoption of ASC 842 and related standards,

which introduced a lessee model that requires entities to recognize assets and liabilities for most leases, but recognize expenses on

their income statements in a manner similar to current accounting, thus operating lease right-of-use assets and liabilities are recognized

at commencement date based on the present value of lease payments over the lease term.

For short-term leases with an initial lease term

of 12 months or less and with purchase options we are reasonably certain will not be exercised.

As a lessee, the Company leases equipment,

land and office building.

Lease expense is recognized on a straight-line basis over the lease term.

Convertible notes

The Company accounts for its convertible notes

at issuance by allocating the proceeds received from a convertible note among freestanding instruments according to ASC 470, Debt, based

upon their relative fair values.

The fair value of debt and common stock is determined based on the closing price of the common stock

on the date of the transaction.

Convertible notes are subsequently carried at amortized cost.

Each convertible note is analyzed for the

existence of a beneficial conversion feature (“BCF”), defined as the fair value of the common stock at the commitment date

for the convertible note, less the effective conversion price.

No BCF was recognized for the convertible notes issued during 2021 and

Share-based compensation

The Company awards share options and other equity-based

instruments to its employees, directors and consultants (collectively “share-based payments”).

Compensation cost related to

such awards is measured based on the fair value of the instrument on the grant date.

The Company recognizes the compensation cost over

the period the employee is required to provide service in exchange for the award, which generally is the vesting period.

The amount of

cost recognized is adjusted to reflect the expected forfeiture prior to vesting.

When no future services are required to be performed

by the employee in exchange for an award of equity instruments, and if such award does not contain a performance or market condition,

the cost of the award is expensed on the grant date.

The Company recognizes compensation cost for an award with only service conditions

that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award, provided that the

cumulative amount of compensation cost recognized at any date at least equals the portion of the grant-date value of such award that is

vested at that date.

Statutory reserves

Pursuant to the laws applicable to the PRC, PRC

entities must make appropriations from after-tax profit to the non-distributable “statutory surplus reserve fund”.

to certain cumulative limits, the “statutory surplus reserve fund” requires annual appropriations of 10 % of after-tax profit

until the aggregated appropriations reach 50 % of the registered capital (as determined under accounting principles generally accepted

in the PRC (“PRC GAAP”) at each year-end).

For foreign invested enterprises and joint ventures in the PRC, annual appropriations

should be made to the “reserve fund”.

For foreign invested enterprises, the annual appropriation for the “reserve fund”

cannot be less than 10 % of after-tax profits until the aggregated appropriations reach 50 % of the registered capital (as determined under

PRC GAAP at each year-end).

Variable interest entities

On July 31, 2019, CCM Tianjin, E-commerce Tianjin,

was 3.67:1 and 3.67:1 at the balance sheet dates of December 31, 2022 and December 31, 2021.

The average exchange rate for the period

has been used to translate revenues and expenses.

The average exchange rates we used to convert AED to USD were 3.67:1 and 3.67:1 for

fiscal year 2022 and fiscal year 2021.

The exchange rate we used to convert PYG to USD was 7,322.90:1 at the

balance sheet dates of December 31, 2022.

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

average exchange rate we used to convert PYG to USD was 6,976.87:1 for fiscal year 2022.

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

Government subsidies

Government subsidies primarily consist of financial subsidies received

from provincial and local governments for operating a business in their jurisdictions and compliance with specific policies promoted by

the local governments.

For certain government subsidies, there are no defined rules and regulations to govern the criteria necessary for

companies to receive such benefits, and the amount of financial subsidy is determined at the discretion of the relevant government authorities.

The government subsidies of operating nature with no further conditions to be met are recorded of operating expenses in “Other income”

in the consolidated statements when received.

The amendments in this update require disclosures

about transactions with a government that have been accounted for by analogizing to a grant or contribution accounting model to increase

transparency about (1) the types of transactions, (2) the accounting for the transactions, and (3) the effect of the transactions on an

entity’s financial statements.

use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under

this method, income tax expense is recognized for the amount of:

(i) taxes payable or refundable for the current year and (ii) deferred

tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements

or tax returns.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years

in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a

change in tax rates is recognized in the results of operations in the period that includes the enactment date.

A valuation allowance

is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is

more likely than not some portion or all of the deferred tax assets will not be realized.

Topic 740-10-30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and

prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position

taken or expected to be taken in a tax return.

ASC Topic 740-10-25 provides guidance on de-recognition, classification, interest and

penalties, accounting in interim periods, disclosure, and transition.

We have no material uncertain tax positions for any of the reporting

periods presented.

Company tests goodwill for impairment for its reporting units on an annual basis, or when events occur or circumstances indicate the

fair value of a reporting unit is below its carrying value.

If the fair value of a reporting unit is less than its carrying value, an

impairment loss is recorded to the extent that implied fair value of the goodwill within the reporting unit is less than its carrying

Company’s evaluation of goodwill for impairment involves the comparison of the fair value of the reporting unit to its

carrying value.

The Company uses the discounted cash flow model to estimate fair value, 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, 2022 and 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.

Based upon the assessment, the Company has concluded that goodwill is $ 13.98 million and $ 15.58 million as of December 31, 2022 and

December 31, 2021.

Short-term investments consist primarily

of investments in fixed deposits with original maturities between three months and one year and certain investments in wealth management

products and other investments that the Company has the intention to redeem within one year.

Fair valued or carried at amortized costs.

As of December 31, 2022 and December 31, 2021, the short-term investments amounted to $ 0.99 million and $ 2.19 million, respectively.

to fluctuations of the quoted shares included in its investment portfolios, the Company recognized an impairment to the investment portfolio

of $ 0.91 million.

adopted ASU No.

2016-02, Leases (Topic 842), or ASC 842, from January 1, 2020.

We determine if an arrangement is a lease or contains

a lease at lease inception.

For operating leases, we recognize a right-of-use (“ROU”) asset and a lease liability based on

the present value of the lease payments over the lease term on the consolidated balance sheets at commencement date.

As most of our leases

do not provide an implicit rate, we estimate our incremental borrowing rate based on the information available at the commencement date

in determining the present value of lease payments.

The incremental borrowing rate is estimated to approximate the interest rate on a

collateralized basis with similar terms and payments, and in economic environments where the leased asset is located.

The ROU assets

also include any lease payments made, net of lease incentives.

Lease expense is recorded on a straight-line basis over the lease term.

Our leases often include options to extend and lease terms include such extended terms when we are reasonably certain to exercise those

Lease terms also include periods covered by options to terminate the leases when we are reasonably certain not to exercise those

Company awards share options and other equity-based instruments to its employees, directors and consultants (collectively “share-based

Compensation cost related to such awards is measured based on the fair value of the instrument on the grant date.

Company recognizes the compensation cost over the period the employee is required to provide service in exchange for the award, which

generally is the vesting period.

The amount of cost recognized is adjusted to reflect the expected forfeiture prior to vesting.

no future services are required to be performed by the employee in exchange for an award of equity instruments, and if such award does

not contain a performance or market condition, the cost of the award is expensed on the grant date.

The Company recognizes compensation

cost for an award with only service conditions that has a graded vesting schedule on a straight-line basis over the requisite service

period for the entire award, provided that the cumulative amount of compensation cost recognized at any date at least equals the portion

of the grant-date value of such award that is vested at that date.

to the laws applicable to the PRC, PRC entities must make appropriations from after-tax profit to the non-distributable “statutory

surplus reserve fund”.

Subject to certain cumulative limits, the “statutory surplus reserve fund” requires annual appropriations

of 10 % of after-tax profit until the aggregated appropriations reach 50 % of the registered capital (as determined under accounting principles

generally accepted in the PRC (“PRC GAAP”) at each year-end).

For foreign invested enterprises and joint ventures in the

PRC, annual appropriations should be made to the “reserve fund”.

For foreign invested enterprises, the annual appropriation

for the “reserve fund” cannot be less than 10 % of after-tax profits until the aggregated appropriations reach 50 % of the

registered capital (as determined under PRC GAAP at each year-end).

interest entities

July 31, 2019, CCM Tianjin, E-commerce Tianjin, and Mr.

Zeyao Xue and Mr.

Kai Xu, citizens of China and shareholders of E-commerce Tianjin, entered into the following agreements, or

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

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

Therefore, pursuant to ASC 810,

E-Commerce Tianjin is included in the Company’s consolidated financial statements since then.

Pursuant to Chinese law and regulations, a foreign

owned enterprise cannot apply for and hold a license for operation of certain e-commerce businesses, the category of business which the

Company is conducting in China.

CCM Tianjin is an indirectly wholly foreign owned enterprise of the Company.

In order to comply with Chinese

law and regulations, CCM Tianjin agreed to provide E-commerce Tianjin an Exclusive Operation and Use Rights Authorization to operate and

use the Chain Cloud Mall System owned by CCM Tianjin.

E-commerce Tianjin was incorporated by Mr.

Kai Xu solely for the purpose of holding the operation license of the Chain Cloud Mall System.

Zeyao Xue is a major shareholder

of the Company and the son of Mr.

Kai Xu, citizens of China and shareholders of E-commerce Tianjin,

entered into the following agreements, or collectively, the “Variable Interest Entity Agreements” or “VIE Agreements,”

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

Therefore, pursuant to ASC 810, E-Commerce Tianjin is included in the Company’s consolidated financial statements since then.

to Chinese law and regulations, a foreign owned enterprise cannot apply for and hold a license for operation of certain e-commerce businesses,

the category of business which the Company is conducting in China.

CCM Tianjin is an indirectly wholly foreign owned enterprise of the

In order to comply with Chinese law and regulations, CCM Tianjin agreed to provide E-commerce Tianjin an Exclusive Operation

and Use Rights Authorization to operate and use the Chain Cloud Mall System owned by CCM Tianjin.

Tianjin was incorporated by Mr.

Zeyao Xue and Mr.

Kai Xu solely for the purpose of holding the operation license of the Chain Cloud Mall

Zeyao Xue is a major shareholder of the Company and the son of Mr.

Yongke Xue, the President of the Company.

Kai Xu was the Chief Operating Officer of the Company

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

of blockchain division of the Company.

The VIE Agreements are as follows:

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

of the Company and the vice president of blockchain division of the Company.

VIE Agreements are as follows:

1) Exclusive Technology Consulting and Service Agreement by and between CCM Tianjin and E-commerce Tianjin.

5 unchanged sentences

E-commerce Tianjin cannot terminate the agreement early unless CCM Tianjin commits fraud, gross negligence or illegal acts, or becomes bankrupt or winds up.

Exclusive Purchase Option Agreement by and among CCM Tianjin, E-commerce Tianjin, Mr.

Purchase Option Agreement by and among CCM Tianjin, E-commerce Tianjin, Mr.

Zeyao Xue and Mr.

Pursuant to the Exclusive Purchase Option Agreement, Mr.

Pursuant to the Exclusive Purchase

Option Agreement, Mr.

Zeyao Xue and Mr.

Kai Xu granted to CCM Tianjin and any party designated by CCM Tianjin the exclusive right to purchase, at any time during the term of this agreement, all or part of the equity interests in E-commerce Tianjin, or the “Equity Interests,” at a purchase price equal to the registered capital paid by Mr.

Kai Xu granted to CCM Tianjin and any party designated by CCM Tianjin the exclusive right

to purchase, at any time during the term of this agreement, all or part of the equity interests in E-commerce Tianjin, or the “Equity

Interests,” at a purchase price equal to the registered capital paid by Mr.

Zeyao Xue and Mr.

Kai Xu for the Equity Interests, or, in the event that applicable law requires an appraisal of the Equity Interests, the lowest price permitted under applicable law.

Kai Xu for the Equity Interests,

or, in the event that applicable law requires an appraisal of the Equity Interests, the lowest price permitted under applicable law.

Pursuant to powers of attorney executed by Mr.

Zeyao Xue and Mr.

Kai Xu, they irrevocably authorized any person appointed by CCM Tianjin to exercise all shareholder rights, including but not limited to voting on their behalf on all matters requiring approval of E-commerce Tianjin’s shareholder, disposing of all or part of the shareholder’s equity interest in E-commerce Tianjin, and electing, appointing or removing directors and executive officers.

The person designated by CCM Tianjin is entitled to dispose of dividends and profits on the equity interest without reliance on any oral or written instructions of Mr.

Kai Xu, they irrevocably authorized any person appointed by CCM

Tianjin to exercise all shareholder rights, including but not limited to voting on their behalf on all matters requiring approval

of E-commerce Tianjin’s shareholder, disposing of all or part of the shareholder’s equity interest in E-commerce Tianjin,

and electing, appointing or removing directors and executive officers.

The person designated by CCM Tianjin is entitled to dispose

of dividends and profits on the equity interest without reliance on any oral or written instructions of Mr.

Zeyao Xue and Mr.

1 unchanged sentence

Zeyao Xue and Mr.

Kai Xu remain the shareholders of E-commerce Tianjin.

Kai Xu remain the shareholders of E-commerce

Zeyao Xue and Mr.

Kai Xu have waived all the rights which have been authorized to CCM Tianjin’s designated person under the powers of attorney.

Equity Pledge Agreements by and among CCM Tianjin, E-commerce Tianjin, Mr.

Kai Xu have waived all the rights which have been authorized to CCM Tianjin’s designated person

under the powers of attorney.

Pledge Agreements by and among CCM Tianjin, E-commerce Tianjin, Mr.

Zeyao Xue and Mr.

Pursuant to the Equity Pledge Agreements, Mr.

Pursuant to the Equity Pledge Agreements,

Zeyao Xue and Mr.

Kai Xu pledged all of the Equity Interests to CCM Tianjin to secure the full and complete performance of the obligations and liabilities on the part of E-commerce Tianjin and them under this and the above contractual arrangements.

If E-commerce Tianjin, Mr.

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

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

If E-commerce

Zeyao Xue, or Mr.

Kai Xu breaches their contractual obligations under these agreements, then CCM Tianjin, as pledgee, will have the right to dispose of the pledged equity interests.

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

will have the right to dispose of the pledged equity interests.

Zeyao Xue and Mr.

Kai Xu agree that, during the term of the Equity Pledge Agreements, they will not dispose of the pledged equity interests or create or allow any encumbrance on the pledged equity interests, and they also agree that CCM Tianjin’s rights relating to the equity pledge should not be interfered with or impaired by the legal actions of the shareholders of E-commerce Tianjin, their successors or designees.

During the term of the equity pledge, CCM Tianjin has the right to receive all of the dividends and profits distributed on the pledged equity.

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

Kai Xu agree that, during the term of the Equity

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

interests, and they also agree that CCM Tianjin’s rights relating to the equity pledge should not be interfered with or impaired

by the legal actions of the shareholders of E-commerce Tianjin, their successors or designees.

During the term of the equity pledge,

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

The Equity Pledge Agreements

will terminate on the second anniversary of the date when E-commerce Tianjin, Mr.

Zeyao Xue and Mr.

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

Exclusive Operation and Use Rights Authorization letter which authorizes Chain Cloud Mall E-commerce (Tianjin) Co., Ltd, to exclusively operate and use the Chain Cloud Mall System and the authorization period is the same as the term of the Exclusive Technology Consulting and Service Agreement entered into by and between Chain Cloud Mall Network and Technology (Tianjin) Co., Ltd.

and Cloud Chain Mall E-commerce (Tianjin) Co., Ltd.

Kai Xu have completed all their

obligations under the contractual agreements described above.

Operation and Use Rights Authorization letter which authorizes Chain Cloud Mall E-commerce (Tianjin) Co., Ltd, to exclusively operate

and use the Chain Cloud Mall System and the authorization period is the same as the term of the Exclusive Technology Consulting and

Service Agreement entered into by and between Chain Cloud Mall Network and Technology (Tianjin) Co., Ltd.

and Cloud Chain Mall E-commerce

(Tianjin) Co., Ltd.

dated July 31, 2019.

6 unchanged sentences

The spouse of such shareholder agreed not to assert any rights over the equity interest in E-Commerce Tianjin held by such shareholder.

New Accounting Pronouncements

In June 2016, the FASB issued ASU No.

Accounting Pronouncements

June 2016, the FASB issued ASU No.

2016-13 (“ASU 2016-13”) “Financial Instruments - Credit Losses” (“ASC

Measurement of Credit Losses

on Financial Instruments” which requires the measurement and recognition of expected credit losses for financial assets held at

amortized cost.

ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of

forward-looking information to calculate credit loss estimates.

It also eliminates the concept of other-than-temporary impairment and

requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than

as a reduction in the amortized cost basis of the securities.

These changes will result in earlier recognition of credit losses.

2019, the FASB issued ASU 2019-10 “Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815),

and Leases (Topic 842)” (“ASC 2019-10”), which defers the effective date of ASU 2016-13 to fiscal years beginning after

December 15, 2022, including interim periods within those fiscal years, for public entities which meet the definition of a smaller reporting

Measurement of Credit Losses on Financial Instruments” which requires the measurement and recognition of expected

credit losses for financial assets held at amortized cost.

ASU 2016-13 replaces the existing incurred loss impairment model with an expected

loss model which requires the use of forward-looking information to calculate credit loss estimates.

It also eliminates the concept of

other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance

for credit losses rather than as a reduction in the amortized cost basis of the securities.

These changes will result in earlier recognition

of credit losses.

In November 2019, the FASB issued ASU 2019-10 “Financial Instruments – Credit Losses (Topic 326), Derivatives

and Hedging (Topic 815), and Leases (Topic 842)” (“ASC 2019-10”), which defers the effective date of ASU 2016-13 to

fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, for public entities which meet the

definition of a smaller reporting company.

The Company will adopt ASU 2016-13 effective January 1, 2023.

Management is currently evaluating the effect of the adoption of

ASU 2016-13 on the consolidated financial statements.

The effect will largely depend on the composition and credit quality of our investment

portfolio and the economic conditions at the time of adoption.

In November 2021, the FASB issued ASU No.

Management is currently evaluating

the effect of the adoption of ASU 2016-13 on the consolidated financial statements.

The effect will largely depend on the composition

and credit quality of our investment portfolio and the economic conditions at the time of adoption.

November 2021, the FASB issued ASU No.

2021-10, Government Assistance (Topic 832):

Disclosures by Business Entities about Government Assistance.

The amendments in this update require

disclosures about transactions with a government that have been accounted for by analogizing to a grant or contribution accounting model

to increase transparency about (1) the types of transactions, (2) the accounting for the transactions, and (3) the effect of the transactions

on an entity’s financial statements.

The amendments are effective for all entities within their scope, which excludes not-for-profit

entities and employee benefit plans, for financial statements issued for annual periods beginning after December 15, 2021.

Early application

of the amendment is permitted.

The Company will adopt ASU No.

The amendments in this update require disclosures about transactions with a government that have been accounted for by analogizing to

a grant or contribution accounting model to increase transparency about (1) the types of transactions, (2) the accounting for the transactions,

and (3) the effect of the transactions on an entity’s financial statements.

The amendments are effective for all entities within

their scope, which excludes not-for-profit entities and employee benefit plans, for financial statements issued for annual periods beginning

after December 15, 2021.

Early application of the amendment is permitted.

The Company adopted ASU No.

2021-10 effective January 1, 2022.

In August 2020, the FASB issued Accounting Standards

2020-06 (ASU 2020-06) “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, which

simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments

and contracts on an entity’s own equity.

For public business entities that are not smaller reporting companies, ASU 2020-6 effective

fiscal years beginning after December 15, 2021, and interim periods within those fiscal years.

Management does not believe that any other recently

issued, but not yet effective accounting pronouncements, if adopted, would have a material impact on the accompanying consolidated financial

does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material impact

on the accompanying consolidated financial statements.

VARIABLE INTEREST ENTITY

The carrying amount of the VIE’s consolidated

assets and liabilities are as follows:

Current assets

carrying amount of the VIE’s consolidated assets and liabilities are as follows:

Cash and cash equivalents

Other receivables

Other current assets

Total current assets

Intangible assets

Property and equipment, net

9 unchanged sentences

Total liabilities

The summarized operating results of the VIE’s

are as follows:

summarized operating results of the VIE’s are as follows:

$ ( 276,766 )

ACCOUNTS RECEIVABLE

Accounts receivable, net consist of the following:

receivable, net consist of the following:

Coal and Aluminum Ingots Supply Chain Financing/Trading

1 unchanged sentence

Total accounts receivable, net

The following table sets forth our concentration

of accounts receivable, net of specific allowances for doubtful accounts.

following table sets forth our concentration of accounts receivable, net of specific allowances for doubtful accounts.

Total accounts receivable, net

OTHER RECEIVABLES

of December 31, 2022, the balance of other receivables was $ 2.65 million.

October 1, 2022, FTFT UK Limited, a wholly owned subsidiary of the Company acquired 100 % equity interest of Khyber Money Exchange Ltd.,

a company incorporated for £ 786,887 .

Buyer deposited £ 400,000 for cash balance expected to be left in the bank account

of Khyber upon the closing (subject to refund to the Buyer upon the actual amount $ 0.24 million in Khyber’s account at closing)

to Buyer’s solicitors to be held by Buyer’s solicitors in their client account upon the final closing of the acquisition.

As of January 9, 2023, the Company has received refund $ 0.24 million.

of April 22, 2022, FTFT Super Computing Inc.

entered into a “Electricity Sales and Purchase Agreement” with a third party.

FTFT Super Computing Inc.

provided an initial amount of Adequate Assurance to Seller in the form of a cash deposit in the amount of $ 1.00

million and receivables from resale of electricity $ 0.24 million.

addition, other receivables included total $ 1.17 million deposit paid and prepayments.

As of December 31, 2021, the balance of other

11 unchanged sentences

to be held by Buyer’s solicitors in their client account upon the final closing of the acquisition.

In addition, other receivables included total

$ 0.63 million deposit paid and prepayments.

In addition, other receivables included total $ 0.63 million deposit

paid and prepayments.

LOAN RECEIVABLES

As of December 31, 2021, the balance of loan receivables was $ 6 million,

which was from a third party.

On July 30, 2021, Future FinTech (Hong Kong) Limited

(“FTFT HK”), a wholly owned subsidiary of the Company, entered into a “Loan Agreement” with a third party.

to the Loan Agreement, FTFT HK loaned up to the amount of US$6 million to the third party at the annual interest rate of 10 % from July

31, 2021 to March 31, 2022.

As of March 31, 2022, FTFT HK has received repayment of US$ 6 million from the third party.

SHORT TERM INVESTMENT

As of December 31, 2021, the balance of short

term investment was $ 2.19 million.

On September 6, 2021, Future Private Equity Fund Management (Hainan) Co., Ltd.

invests $ 2.19 million

of December 31, 2022, the balance of loan receivables was $ 19.16 million, which was from a third party.

September 8, 2021, FUCE Future Supply Chain (Xi’an) Co., Ltd., a wholly owned subsidiary of the Company, entered into a

“Loan Agreement” with a third party.

Pursuant to the Loan Agreement, FUCE Future Supply Chain (Xi’an) Co., Ltd.

loaned an amount of $ 0.22 million (RMB 1.5 million) to the third party at the annual interest rate of 5.25 % from September 8, 2021 to

September 6, 2023.

On March 10, 2022, Future FinTech (Hong Kong)

Limited (“FTFT HK”), a wholly owned subsidiary of the Company, entered into a “Loan Agreement” with a third party.

Pursuant to the Loan Agreement, FTFT HK loaned an amount of $ 5.00 million to the third party at the annual interest rate of 10 % from March

10, 2022 to September 9, 2023.

To strengthen the liquidity, the Company negotiated with the borrower to early settle part of the loan.

As of April 17, 2023, the Company has received repayment $ 5.00 million.

On May 31, 2022, FTFT HK entered into a “Loan

Agreement” with a third party.

Pursuant to the Loan Agreement, FTFT HK loaned an amount of $ 6.36 million to the third party at the

annual interest rate of 10 % from May 31, 2022 to May 30,2023.

To strengthen the liquidity, the Company negotiated with the borrower to

early settle part of the loan.

As of April 17, 2023, the Company has received repayment $ 4.10 million.

December 26, 2022, FTFT HK entered into a “Loan Agreement” with a third party.

Pursuant to the Loan Agreement, FTFT HK

loaned an amount of $ 0.40 million to the third party at the annual interest rate of 10 % from December 26, 2022 to March 26, 2023.

of April 17, 2023, the Company has received repayment $ 0.40 million.

July 14, 2022, Future Private Equity Fund Management (Hainan) Co., Limited entered into a “Loan Agreement” with a third party.

Pursuant to the Loan Agreement, Future Private Equity Fund Management (Hainan) Co., Limited loaned an amount of $ 7.18 million (RMB 50 million)

to the third party at the annual interest rate of 8 % from July 15, 2022 to July 14, 2023, guarantee by Junde Chen.

To strengthen the liquidity,

the Company negotiated with the borrower to early settle part of the loan.

As of April 17, 2023, the Company has received repayment $ 5.20

million (RMB 35 million).

The amount of $ 1.9 million (RMB 15

million) will be repaid within 3 months.

SHORT - TERM INVESTMENTS

of December 31, 2022, the balance of short - term investments was $ 0.99 million.

On September 6, 2021, Future Private Equity Fund

Management (Hainan) Co., Ltd.

invested $ 1.87 million

(RMB 13,000,000 ) to entrust Shanghai Yuli Enterprise Management Consulting Firm to invest in various types of investment portfolios.

term is 12 months.

It will be settled according to the investment returns of 8 %.

According to the market value, the Company’s balance of the short - term investments was $ 0.99 million on December 31, 2022.

Due to fluctuations of the quoted shares included in its investment portfolios, the Company recognized an impairment to the

investment portfolio of $ 0.91 million.

OTHER CURRENT ASSETS

The amount of other current assets consisted of

the followings:

amount of other current assets consisted of the followings:

Prepayments for Coal and Aluminum Ingots Supply Chain Financing/Trading

Prepaid expenses

As of December 31, 2021, the balance of goodwill mainly represented

an amount of $ 15.58 million that arose from acquisition of Nice Talent Asset Management Limited (“Nice Talent”) in 2021.

of December 31, 2022, the balance of goodwill mainly represented an amount of $ 13.98 million that arose from acquisition of Nice Talent

Asset Management Limited (“Nice Talent”) in 2021 and Khyber Money Exchange Ltd., in 2022.

August 6, 2021, the Company through its wholly owned subsidiary Future FinTech (Hong Kong) Limited., completed its acquisition of 90 %

2 unchanged sentences

60 % of the Purchase Price ($ 11.22

million) paid in 2,244,156 shares of common stock of the Company on August 4, 2021.

20 % of the Purchase Price ($ 7.12 million) shall be

paid in shares of common stock of the Company upon the completion of the audited reports for Nice Talent for each of the years ended on

December 31, 2021 and December 31, 2022, respectively.

million) was paid in 2,244,156 pre reverse stock split shares of

common stock of the Company on August 4, 2021.

40 % of the Purchase Price ($7.39 million) in 20 % each installment shall be paid in shares

of common stock of the Company upon the completion of the audited reports for Nice Talent for each of the years ended on December 31,

2022 and 2021, respectively.

October 1, 2022, FTFT UK Limited, a wholly owned subsidiary of the Company acquired 100 % equity interest of Khyber Money Exchange Ltd.,

a company incorporated for £ 786,887 ($ 0.95 million).

The Company recorded $ 2.21 million of impairment loss in fiscal year

2022 related with goodwill mainly arose from acquisition of Nice Talent Asset Management Limited and FTFT Finance UK Limited (formerly

known as Khyber Money Exchange Ltd.).

Goodwill impairment test a s of December 31, 2022 using compare the carrying amount of the reporting

unit (including goodwill) with its fair value.

If the carrying amount exceeds the fair value, compare the implied fair value of the reporting

unit’s goodwill with the carrying amount of goodwill.

If the carrying amount of goodwill exceeds the implied fair value, an impairment

loss should be recognized.

On August 6, 2021 (“Acquisition Date”), the Company through

2 unchanged sentences

of common stock of the Company (the “Company Shares”).

60 % of the Purchase Price ($ 11.22 million) was paid in 2,244,156 shares

of common stock of the Company on August 4, 2021.

40 % of the Purchase Price ($ 7.12 million) shall be paid in shares of common stock of

the Company upon the completion of the audited reports for Nice Talent for each of the years ended on December 31, 2021 and December 31,

60 % of the Purchase Price ($ 11.22 million) was paid in shares of common

stock of the Company on August 4, 2021.

40 % of the Purchase Price ($ 7.12 million) in 20 % each installment shall be paid in shares of common

stock of the Company upon the completion of the audited reports for Nice Talent for each of the years ended on December 31, 2022 and 2021,

respectively.

The transaction was accounted for in accordance

with the provisions of ASC 805-10, Business Combinations.

The Company retained an independent appraisal firm to advise management in the

determination of the fair value of the various assets acquired and liabilities assumed.

The values assigned in these financial statements

represent management’s best estimate of fair values as of the Acquisition Date.

As required by ASC 805-20, Business Combinations—Identifiable

Assets and Liabilities, and Any Noncontrolling Interest, management conducted a review to reassess whether they identified all the assets

acquired and all the liabilities assumed, and followed ASC 805-20’s measurement procedures for recognition of the fair value of

net assets acquired.

The following table summarizes the allocation

of estimated fair values of net assets acquired and liabilities assumed:

transaction was accounted for in accordance with the provisions of ASC 805-10, Business Combinations.

The Company retained an independent

appraisal firm to advise management in the determination of the fair value of the various assets acquired and liabilities assumed.

values assigned in these financial statements represent management’s best estimate of fair values as of the Acquisition Date.

required by ASC 805-20, Business Combinations—Identifiable Assets and Liabilities, and Any - Noncontrolling Interest,

management conducted a review to reassess whether they identified all the assets acquired and all the liabilities assumed, and followed

ASC 805-20’s measurement procedures for recognition of the fair value of net assets acquired.

following table summarizes the allocation of estimated fair values of net assets acquired and liabilities assumed:

Accounts receivable

7 unchanged sentences

Total purchase price for acquisition net of $ 275,624 of cash

The Company has included the operating results

of Nice Talent in its consolidated financial statements since the Acquisition Date.

US$ 1,291,391 in net sales and US$ 114,623 in net gain

of Nice Talent were included in the consolidated financial statements for the years ended December 31, 2021.

The Company’s noncancelable operating leases

consist of leases for office spaces.

The Company is the lessee under the terms of the operating leases.

For the year ended December 31,

2021, the operating lease cost was $ 0.11 million.

The Company’s operating leases have remaining

lease terms of approximately one year or less.

As of December 31, 2021, the weighted average remaining lease term and weighted average

discount rate were 0.58 years and 6 %, respectively.

Maturities of lease liabilities were as follows:

Company has included the operating results of Nice Talent in its consolidated financial statements since the Acquisition Date.

US$ 1,291,391

in net sales and US$ 114,623 in net gain of Nice Talent were included in the consolidated financial statements for the years ended December

Money Exchange Ltd.

October 1, 2022, FTFT UK Limited, a wholly owned subsidiary of the Company acquired 100 % equity interest of Khyber Money Exchange Ltd.,

a company incorporated for £ 786,887 ($ 0.95 million).

The Company has changed its name from Khyber Money Exchange Ltd., to FTFT Finance

UK Limited on October 11, 2022.

following table summarizes the allocation of estimated fair values of net assets acquired and liabilities assumed:

Other receivables

Property, plant and equipment, net

Accrued expenses and other payables

Net identifiable assets acquired

Total purchase price for acquisition net of $ 166,676 of cash

Company has included the operating results of FTFT Finance UK Limited in its consolidated financial statements since the

Acquisition Date.

Nil in net sales and US$ 20,440 in net loss of FTFT Finance UK Limited were included in the consolidated financial statements

for the years ended December 31, 2022.

Had the acquisition been completed from beginning of the current year, the revenue and the

net loss of the Company would have been US$ 24.03 million and US$ 14.32 million.

Company’s noncancelable operating leases consist of leases for office spaces and computer processing center.

The Company is the

lessee under the terms of the operating leases.

For the year ended December 31, 2022, the operating lease cost was $ 1.06 million.

Company’s operating leases have remaining lease terms of approximately one year or less.

As of December 31, 2022, the weighted

average remaining lease term and weighted average discount rate were 4.25 years and 4.75 %, respectively.

of lease liabilities were as follows:

As of December 31, 2022

From January 1, 2022 to July 31, 2022

From January 1, 2023 to December 31, 2023

From January 1, 2024 to December 31, 2024

From January 1, 2025 to December 31, 2025

From January 1, 2026 to December 31, 2026

From January 1, 2027 to March 31, 2027

amounts representing interest

2 unchanged sentences

Long term obligations

PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

Office equipment, fixtures and furniture

Leasehold Improvement

The Company leases office space and equipment

under various short-term operating leases.

As permitted by ASC 842, the Company has elected the practical expedient for short-term leases,

whereby lease assets and lease liabilities are not recognized on the balance sheet.

Short term leases cost was $ 0.39 million for the year

ended December 31, 2022.

PROPERTY, PLANT AND EQUIPMENT, NET

and equipment consist of the following:

equipment, fixtures and furniture

accumulated depreciation and amortization

Construction in progress

Depreciation expense included in general and administration

expenses for the years ended December 31, 2021 and 2020 was $ 57,563 and $ 1,461 respectively.

Depreciation expense included in cost of

sales for the year ended December 31, 2021 and 2020 was $ 0 and $ 0 respectively.

SHORT TERM LOANS

As of December 31, 2021, loan payables were $ 1.02

million, which consisted of the loan payable of $ 1.02 million to Datang Commercial Factoring Co., Ltd.

Fuce Future Supply Chain (Xi’an) Co.,

Ltd signed a factoring business contract with Datang Commercial Factoring Co., Ltd.

and obtained a factoring financing of $ 1.02

million (RMB 6.5 million) was interest free, with an expiration date of April 28, 2022.

expense included in general and administration expenses for the years ended December 31, 2022 and 2021 was $ 185,151 and $ 57,563 respectively.

Depreciation expense included in cost of sales for the year ended December 31, 2022 and 2021 was $ 0 and $ 0 respectively.

INTANGIBLE ASSETS

assets consist of the following:

System and software

accumulated depreciation and amortization

( 1,862,289 )

( 1,903,059 )

expense included in general and administration expenses for the years ended December 31, 2022 and 2021 was $ 63,552 and $ 5,340 , respectively.

Amortization expense included in cost of sales for the years ended December 31, 2022 and 2021 was $ 0 and $ 0 , respectively.

estimated amortization is as follows:

As of December 31,

From January 1, 2023 to December 31, 2023

From January 1, 2024 to December 31, 2024

From January 1, 2025 to December 31, 2025

From January 1, 2026 to December 31, 2026

From January 1, 2027 to December 31, 2027

Note payable consist of the following:

interest rate

FUCE Future Supply Chain (Xi’an) Co., Ltd.

August 10, 2022

August 10, 2023

FUCE Future Supply Chain (Xi’an) Co., Ltd.

August 12, 2022

August 12, 2023

FUCE Future Supply Chain (Xi’an) Co., Ltd.

July 28, 2022

July 28, 2023

FUCE Future Supply Chain (Xi’an) Co., Ltd.

December 19, 2022

December 19, 2023

maturity, the Notes are payable at their principal amount thereon.

There occurring with respect to any of the Company’s indebtedness,

an event of default resulting in accelerated maturity or a failure to pay principal, interest or premium when due, the overdue interest

shall be charged at 0.05 % per day, without the need to notify the

applicant and sign another loan contract.

As of December 31, 2022, there was no such event of default.

LONG TERM DEBT

As of December 31, 2021, loan payables were $ 0.19

million, which consisted of the loan payable of $ 0.19 million to Shaanxi Entai Bio-Technology Co., Ltd.

The loan from Shaanxi Entai Bio-Technology Co.,

Ltd of $ 0.19 million was interest free and has no assets pledged for this loan.

As of December 31, 2022, long term debt were nil .

of December 31, 2021, loan payables were $ 0.19 million, which consisted of the loan payable of $ 0.19 million to Shaanxi Entai Bio-Technology

loan from Shaanxi Entai Bio-Technology Co., Ltd of $ 0.19 million was interest free and has no assets pledged for this loan from August

1, 2019 to August 1, 2024.

On September 5, 2022, the Company pay

off to Shaanxi Entai Bio-Technology Co., Ltd.

ACCOUNT PAYABLES

amount of account payables were consisted of the followings:

Coal and Aluminum Ingots Supply Chain Financing/Trading payment

ACCRUED EXPENSES AND OTHER PAYABLES

The amount of accrued expenses and other payables

were consisted of the followings:

amount of accrued expenses and other payables were consisted of the followings:

Legal fee and other professionals

1 unchanged sentence

CONVERTIBLE NOTES PAYABLE

As of December 31, 2021 and 2020, convertible

debt consisted of the following:

of December 31, 2022 and 2021, convertible debt consisted of the following:

( 1,163,146 )

DEFERRED LIABILITIES

1 unchanged sentence

the remaining 40 % of the Purchase Price of the acquisition of Nice Talent Asset Management Limited (“Nice Talent”).

the Purchase Price (current $ 3.74 million, non-current $ 3.38 million) shall be paid in shares of common stock of the Company upon the

completion of the audited reports for Nice Talent for each of the years ended on December 31, 2021 and December 31, 2022, respectively.

the Purchase Price in 20 % each installment shall be paid in shares of common stock of the Company upon the completion of the audited

reports for Nice Talent for the years ended on December 31, 2022 and 2021.

DIVIDEND PAYABLES

As of December 31, 2021, the balance of dividend

payables was $ 0.06 million.

of December 31, 2022, the balance of dividend payables was nil .

As of December 31, 2021, the balance of dividend payables was $ 0.06

Nice Talent Asset Management Limited declared dividend for HKD 27,500 per ordinary share, in a sum of HKD 4,950,000 ($ 634,773 )

to its shareholders.

90 % ($ 571,296 ) of the dividend were to Future FinTech (Hong Kong) Limited, a wholly owned subsidiary of

the Company, and 5% ($31,738.5) of the dividend was to ASPENWOOD CAPITAL PARTNER LIMITED and 5% ($31,738.5) of the dividend was to CHEUNG

HIU TUNG, respectively.

90 % ($ 571,296 ) of the dividend were to Future FinTech (Hong Kong) Limited, a wholly owned subsidiary of the Company,

and 5% ($31,738.5) of the dividend was to Aspenwood Capital Partner Limited and 5% ($31,738.5) of the dividend was to Cheung Hiu Tung,

respectively.

Dividend were paid on February 7, 2022.

RELATED PARTY TRANSACTION

As of December 31, 2021, the amounts due to the

related parties were consisted of the followings:

of December 31, 2022, the amount due to the related parties was consisted of the followings:

Reits (Beijing) Technology Co., Ltd

Zhi Yan is the legal representative of this company

Acquisition of intangibles upon the full completion of the online platform pursuant to an agreement originally entered between parties before Zhi Yan was the general manager of our subsidiary.

General Manager of a subsidiary of the Company

Accrued expenses, interest free and payment on demand.

Other payables, interest free and payment on demand.

of December 31, 2022, the amount due from the related parties was consisted of the followings:

Deputy General Manager of a subsidiary of the Company

Loan receivables*, interest free and payment on demand.

Chief Financial Officer of the Company

Loan receivables*, interest free and payment on demand.

Vice president of the Company

Loan receivables*, interest free and payment on demand.

Ola Johannes Lind

Chief Executive Officer of the FTFT Capital Investments L.L.C.

Chief Strategy Officer of the Company

Loan receivables*, interest free and payment on demand.

NTAM’s Director

Advance to pay for directors*

Amount is interest free and payment on demand.

2022, the Company had the following transactions with related parties:

A company owned by the minority shareholder of NTAM

Cost of revenue- Asset management service

JKNDC Limited

A company owned by the minority shareholder of NTAM

Cost of revenue- Asset management service

Alpha Yield Limited

A director of the Company is a shareholder of this company

Consultancy fee

Nice Talent Partner Limited

A company owned by the minority shareholder of NTAM

Consultancy fee

A company owned by the minority shareholder of NTAM

Consultancy fee

Ningbo Tielin Supply Chain Management Co., Ltd

General Manager of Fuce

Future Supply Chain (Xi'an) Co., Ltd.

is a shareholder of Ningbo Tielin

Revenue - Sales of Coals

During fiscal year 2022, the Company extended

advances amounting to $ 160,539 to six key management personnel, and a total of $ 171,863 had been either repaid or classified as business

During fiscal year 2022, five key management personnel

advanced a total of $ 132,770 to the Company, and the Company repaid $ 29,830 to them.

of December 31, 2021, the amounts due to the related parties were consisted of the followings:

General Manager of a subsidiary of the Company

Loan payables, interest free and payment on demand.

Vice president of the Company

Accrued expenses, interest free and payment on demand.

Fu Chen Venture Capital Management Co.

Shaanxi Fu Chen Venture Capital Management Co.

(“Shaanxi Fu Chen”)

1 unchanged sentence

Other payables, interest free and payment on demand.

Supply Chain Co., Ltd.

Future Supply Chain Co., Ltd.

Shaanxi Fu Chen holds 100% interest of this company

Other payables, interest free and payment on demand.

(Beijing) Technology Co., Ltd

Reits (Beijing) Technology Co., Ltd

Zhi Yan is the legal representative of this company

1 unchanged sentence

The amount is interest free and payment on demand.

Chunlv Ecological Agriculture Co.

Shaanxi Chunlv Ecological Agriculture Co.

Shaanxi Fu Chen holds 80% interest of this company

2 unchanged sentences

Accrued expenses, interest free and payment on demand.

Ola Johannes Lind

Chief Executive Officer of a subsidiary of the Company and Chief Strategy Officer of the Company

2 unchanged sentences

Accrued expenses, interest free and payment on demand.

Fuju Mining Co., Ltd

Shaanxi Fuju Mining Co., Ltd

Shaanxi Fu Chen holds 80% interest of this company

Other payables, interest free and payment on demand.

As of December 31, 2021, the amounts due from

the related parties were consisted of the followings:

of December 31, 2021, the amounts due from the related parties were consisted of the followings:

Shaanxi Fu Chen Venture Capital Management Co.

(“Shaanxi Fu Chen”)

Two outside shareholders of the Company are shareholders of Shaanxi

Loan receivables*, interest free and payment on demand.

A shareholder of a Company’s subsidiary

Two outside shareholders of the Company are shareholders of Shaanxi Fu Chen

Loan receivables*, interest rate 5.25% and payment on demand.

A minority shareholder of a subsidiary of the Company

Advance to pay for the incorporation costs of the establishment of the subsidiary in Dubai*

Amount is interest free and payment on demand.

As of December 31, 2020, the amount due to the

related parties was consisted of the followings:

Then Chairman of the Company

Loan payable, interest free and payment on demand.

Reits (Beijing) Technology Co., Ltd

Zhi Yan is the legal representative of this company

Acquisition of intangibles upon the full completion of the online platform pursuant to an agreement originally entered between parties before Zhi Yan was the general manager of our subsidiary.

Chief Financial Officer of the Company

Accrued expenses, interest free and payment on demand.

General Manager of a subsidiary of the Company

Accrued expenses, interest free and payment on demand.

Vice president of the Company

Accrued expenses, interest free and payment on demand.

Director of the Company

Other payables, interest free and payment on demand.

Director of the Company

Other payables, interest free and payment on demand.

Director of the Company

Other payables, interest free and payment on demand.

InUnion Chain Ltd.

The Company is a 10% shareholder of INU

Shanchun Huang

Chief Executive Officer of the Company

Other payables, interest free and payment on demand.

Shaanxi Fuju Mining Co., Ltd

Shaanxi Fu Chen holds 80% interest of this company

Other payables, interest free and payment on demand.

Shaanxi Chunlv Ecological Agriculture Co.

Shaanxi Fu Chen holds 80% interest of this company

Other payables, interest free and payment on demand.

As of December 31, 2020, the amount due from the

related parties was consisted of the followings:

Deputy General Manager of a subsidiary of the Company

Loan receivables*, interest free and payment on demand.

Son of Yongke Xue and a major shareholder of the Company

Loan receivables*, interest free and payment on demand.

Shaanxi Chunlv Ecological Agriculture Co.

Shaanxi Fu Chen holds 80% interest of this company

Loan receivables*, interest free and payment on demand.

During 2021, the Company had the following transactions

1 unchanged sentence

Shaanxi Fu Chen Venture Capital Management Co.

(“Shaanxi Fu Chen”)

Two outside shareholders of the Company are shareholders of Shaanxi Fu Chen

Interest rate 5.25% and payment on demand.

Shanchun Huang

Chief Executive Officer of the company;

Director of the Board

Interest free and payment on demand.

Chief Technology Officer of the company

Interest free and payment on demand.

Shaanxi Fu Chen repaid loan interest of $ 3,379

During fiscal year 2021, the Company repaid loans

to two key management personnel, which included a loan from the previous year amounting to $442,195 and a loan from the current year amounting

During fiscal year 2021, the Company extended

advances amounting to $391,250 to ten key management personnel, and a total of $675,637 had been either repaid or classified as business

During fiscal year 2021, ten key management personnel

advanced a total of $489,885 to the Company.

* The related party transactions have been approved by the Company’s Audit Committee.

1 unchanged sentence

of America and is subject to United States federal taxation.

No provisions for income taxes have been made, as the Company had no U.S.

taxable income for the years ended December 31, 2021 and 2020.For the years ended December 31, 2021 and 2020, the Company had current

income tax expenses of $ 73,400 and nil , respectively,

The Company evaluates the level of authority for

each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures

the unrecognized benefits associated with the tax positions.

For the years ended December31, 2021, the Company had no unrecognized tax

Due to uncertainties surrounding future utilization, the Company estimates there will not be sufficient future income to realize

the deferred tax assets for certain subsidiaries and a VIE.

The Company has not provided deferred tax assets

from foreign subsidiaries operating losses because currently no business operation and no future income is anticipating.

The amount of unrecognized deferred tax liabilities

for temporary differences related to the dividend from foreign subsidiaries is not determined because such determination is not practical.

The Company has not provided deferred taxes on

undistributed earnings attributable to its PRC and Hong Kong subsidiaries as they are to be permanently reinvested.

The Company had no material adjustments to its

liabilities for unrecognized income tax benefits according to the provisions of ASC Topic 740, Income Taxes .

Since the Company

intends to reinvest its earnings to further expand its businesses in mainland China, its PRC subsidiaries do not intend to declare dividends

to their immediate foreign holding companies in the foreseeable future.

Accordingly, the Company has not recorded any deferred taxes in

relation to US tax on the cumulative amount of undistributed retained earnings since January 1, 2008.

Effective on January 1, 2008, the PRC Enterprise

Income Tax Law, EIT Law, and Implementing Rules imposed a unified enterprise income tax rate of 25% on all domestic-invested

enterprises and foreign-invested enterprises in the PRC, unless they qualify under certain limited exceptions.

The tax rate for

pre-tax profits below RMB 1 million is 2.5%;

the tax rate for pre-tax profits between RMB1 million to RMB 3 million is 10%.

Chain E-Commerce (Tianjin) Co., Ltd, Future Supply (Chengdu) Co., Ltd and Future Big Data (Chengdu) Co., Ltd were all subject to

both enterprise income tax rates of 2.5% and 10%.

Other subsidiaries and VIE were subject to an enterprise income tax rate of 25%.

Unrecognized tax benefit could be carried forward 5 years.

Nice Talent Asset Management Limited is incorporated

in Hong Kong and is subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted

in accordance with relevant Hong Kong tax laws.

The applicable tax rate is 16.5 % in Hong Kong.

Reconciliation of the differences between the statutory

EIT rate applicable to profits of the consolidated entities and the income tax expenses of the Company:

Profit before taxation

The applicable tax rate is 21 % in 2022 and 2021.

No provisions for income

taxes have been made, as the Company had no U.S.

taxable income for the years ended December 31, 2022 and 2021.

For the years ended December

31, 2022 and 2021, the Company had current income tax expenses of $ 456,598 and $ 73,400 , respectively.

Company evaluates the level of authority for each uncertain tax position (including the potential application of interest and

penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions.

ended December 31, 2022, the Company had no unrecognized tax benefits.

Due to uncertainties surrounding future utilization, the

Company estimates there will not be sufficient future income to realize the deferred tax assets for certain subsidiaries and a

amount of unrecognized deferred tax liabilities for temporary differences related to the dividend from foreign subsidiaries is not determined

because such determination is not practical.

Company has not provided deferred taxes on undistributed earnings attributable to its PRC and Hong Kong subsidiaries as they are to be

permanently reinvested.

Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of ASC Topic

740, Income Taxes.

Since the Company intends to reinvest its earnings to further expand its businesses in mainland China, its PRC subsidiaries

do not intend to declare dividends to their immediate foreign holding companies in the foreseeable future.

Accordingly, the Company has

not recorded any deferred taxes in relation to US tax on the cumulative amount of undistributed retained earnings since January 1, 2008.

on January 1, 2008, the PRC Enterprise Income Tax Law, EIT Law, and Implementing Rules imposed a unified enterprise income tax rate

of 25% on all domestic-invested enterprises and foreign-invested enterprises in the PRC, unless they qualify under certain limited

The tax rate for pre-tax profits below RMB 1 million to RMB 3 million is 5%;

the tax rate for pre-tax profits between

RMB1 million to RMB 3 million is 10%.

E-Commerce Tianjin, Future Supply (Chengdu) Co., Ltd.

and Future Big Data (Chengdu) Co., Ltd.

were subject to an enterprise income tax rate of 2.5% and 10% in 2021, the applicable tax rate is 25% in 2022.

Other subsidiaries and VIE were subject to an enterprise income tax

of Future Fin-Tech (Hong Kong) Limited, QR (HK) Limited and Nice Talent Asset Management Limited is incorporated in Hong Kong and is

subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with

relevant Hong Kong tax laws.

The applicable tax rate below HKD2 million is 8.5 %, exceeding HKD2 million is 16.5 % in Hong

UK Limited is incorporated in United Kingdom and is subject to United Kingdom Profits Tax on the taxable income as reported in its statutory

financial statements adjusted in accordance with relevant United Kingdom tax laws.

The applicable tax rate is 19 % in United Kingdom.

Capital Investments L.L.C is incorporated in Dubai, United Arab Emirates.

The applicable tax rate is nil in Dubai, United Arab Emirates.

Fintech Limited is incorporated in British Virgin Island.

The applicable tax rate is nil in British Virgin Island.

FTFT Paraguay S.A.

is incorporated in Republic of Paraguay.

The applicable

tax rate is 10 %.

components of the provision for income taxes are as follows:

Deferred tax - book-tax difference

The provision for income taxes

Reconciliation

of the differences between the statutory EIT rate applicable to profits of the consolidated entities and the income tax expenses of the

Loss before taxation

$ ( 13,799,108 )

1 unchanged sentence

Notional tax on profit before CIT and Hong Kong

Profits Tax calculated at applicable income tax rate of the relevant Group entities concerned

Computed expected tax expense

( 3,449,777 )

Effect of tax losses not recognized

Utilization of tax loss previously not recognized

Others, primarily the difference in tax rates

Deferred tax assets losses not recognized

IMPAIRMENT LOSS

The Company recorded $ 0.78 million of impairment loss

in fiscal year 2021 related with goodwill mainly arose from acquisition of Nice Talent Asset Management Limited.

The Company’s evaluation

of goodwill for impairment involves the comparison of the fair value of the reporting unit to its carrying value.

The Company uses the

discounted cash flow model to estimate fair value, 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.

Based upon the assessment, the Company has

concluded that goodwill is $ 15.6 million as of December 31, 2021.

The Company recorded $ 3.25 million of impairment

loss in the year ended 2022 relating to the short - term investments $ 0.91 million, impairment of goodwill $ 2.21 million and impairment

of intangible assets $ 0.13 million.

The Company has intangible assets for certain

acquired trade names and trademarks which are determined to have indefinite useful lives.

The Company test indefinite-lived intangible

assets for impairment annually the same measurement date as goodwill, the first day of our fiscal fourth quarter, or more frequently if

events or changes in circumstances indicate that it is more likely than not that the asset is impaired.

Based on annual analysis, impairment

of intangible assets $ 0.13 million.

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

invested $ 1.83 million (RMB 13,000,000 ) to entrust Shanghai Yuli Enterprise

Management Consulting Firm to invest in various types of investment portfolios.

The Company may still suffer significant impairment

loss or downward adjustments of our investments in the future, due to the potential worsening global economic conditions and the

recent disruptions to, and volatility in, the continuing low

market price of shares caused the Company to recognize a fair-value loss in 2022.

According to the market value, the Company’s

balance of the short - term investments was $ 0.99 million

on December 31, 2022.

Goodwill represents the excess of the cost over the net tangible and

identified intangible assets of acquired businesses.

The Company evaluate goodwill for impairment annually as of the first day of our

fiscal fourth quarter, or more frequently if events or changes in circumstances indicate the carrying value of goodwill may not be recoverable.

Based on the impairment analysis performed in the fourth quarter.

The Company recorded $ 2.21 million of impairment loss in fiscal year

2022 related with goodwill mainly arose from acquisition of Nice Talent Asset Management Limited and FTFT Finance UK Limited (formerly

known as Khyber Money Exchange Ltd.).

Goodwill impairment test as of December 31, 2022 using compare the carrying amount of the reporting

unit (including goodwill) with its fair value.

If the carrying amount exceeds the fair value, compare the implied fair value of the reporting

unit’s goodwill with the carrying amount of goodwill.

If the carrying amount of goodwill exceeds the implied fair value, an impairment

loss should be recognized.

OTHER INCOME (EXPENSES), NET

The amount of other income (expenses) were consisted

of the followings:

amount of other income (expenses) were consisted of the followings:

Gain on waiver of long term payables

Government subsidies

Other expenses

Total other income (expenses), net

Exchange gains

Other expenses (income)

Total other income, net

SHARE BASED COMPENSATION

On July 12, 2021 (the “Grant Date”),

the Compensation Committee of the Board of Directors (the “Board”) of the Company granted 1,953,000 shares of common stock

of the Company, par value $ 0.001 (the “Shares”), pursuant to the Company’s 2020 Omnibus Equity Plan, to certain officers

and employees of the Company and its subsidiaries (the “Grantees”), including:

500,000 shares to Shanchun Huang, Chief Executive

Officer of the Company;

300,000 shares to Yongke Xue, President of the Company;

20,000 shares to Ming Yi, Chief Financial Officer of the

Company, and 40,000 shares to Yang Liu, Chief Operating Officer of the Company (collectively, the “Grants”).

The Grants vested

immediately on the Grant Date and each of the Grantees also entered into an Unrestricted Stock Award Agreement with the Company on July

As the closing price of the company stock was $ 2.81 on July 12, 2021, the Company recorded an expense of $ 5.49 million in the

third quarter of fiscal year 2021.

As of the date of this report, the Shares have been issued to the Grantees.

Consulting Service Agreement

On January 25, 2020, the Company entered into

a Consulting Service Agreement (the “Agreement”) with Dragon Investment Holding Limited (Malta) (the “Consultant”),

a company incorporated in Malta, pursuant to which Consultant will:

(i) help the Company to locate new merger projects globally, develop

new merger strategy and provide the Company with at least five (5) merger and acquisition targets that have synergy with the Company’s

business and development plans and could clearly contribute to the Company’s strategic goals each year;

(ii) help the Company to

map out new growth strategies in addition to its current business;

(iii) work with the Company to explore new lines of business and associated

growth strategies;

and (iv) conduct market research and evaluating variable projects and providing feasibility studies per Company’s

request from time to time.

On February 1, 2023, the Company has authorized

and approved a 1-for-5 reverse stock split of the Company’s authorized shares of common stock from 300,000,000 shares to 60,000,000

Service Agreement

On January 25, 2020, the Company entered into a Consulting Service

Agreement (the “Agreement”) with Dragon Investment Holding Limited (Malta) (the “Consultant”), a company incorporated

in Malta, pursuant to which Consultant will:

(i) help the Company to locate new merger projects globally, develop new merger strategy

and provide the Company with at least five (5) merger and acquisition targets that have synergy with the Company’s business and

development plans and could clearly contribute to the Company’s strategic goals each year;

(ii) help the Company to map out new

growth strategies in addition to its current business;

(iii) work with the Company to explore new lines of business and associated growth

and (iv) conduct market research and evaluating variable projects and providing feasibility studies per Company’s request

from time to time.

The term of the Agreement is three years.

In consideration of the services to be provided by the Consultant

to the Company, the Company agrees to pay the Consultant a three-year consulting fee totaling $ 3.0 million.

The Company shall issue a

total of 3,750,000 restricted shares of the Company Common Stock (the “Consultant Shares”) at a price of $ 0.794 per share

(the closing price of the Agreement date), as the payment for the above mentioned consultant fee to the Consultant.

On February 23, 2020,

the Company issued the Consultant Shares pursuant to the Agreement, of which 1,500,000 shares were released to the Consultant immediately,

In consideration of the services to be provided by the Consultant to the

Company, the Company agrees to pay the Consultant a three-year consulting fee totaling $ 3.0 million.

The Company shall issue a total of

3,750,000 restricted shares of the Company Common Stock (the “Consultant Shares”) at a price of $ 0.794 per share (the closing

price of the Agreement date), as the payment for the above mentioned consultant fee to the Consultant.

On February 23, 2020, the Company

issued the Consultant Shares pursuant to the Agreement, of which 1,500,000 shares were released to the Consultant immediately, 1,125,000

and 1,125,000 shares, respectively, will be held by the Company and released to the Consultant on January 25, 2021 and January 25, 2022

if this Agreement has not been terminated and there has been no breach of the Agreement by the Consultant at such time.

second and/or third release of the shares mentioned above does not occur, such shares shall be returned to the Company as treasury shares.

The shares contemplated in the Agreement were issued pursuant to the exemption from registration provided by Regulation S promulgated

under the Securities Act of 1933, as amended.

If the second

and/or third release of the shares mentioned above does not occur, such shares shall be returned to the Company as treasury shares.

shares contemplated in the Agreement were issued pursuant to the exemption from registration provided by Regulation S promulgated under

the Securities Act of 1933, as amended.

For the year ended December 31, 2020, the Company recorded stock related compensation of $ 1.19

3 unchanged sentences

price of $ 0.794 on the date of the Agreement, for the 1,125,000 shares which were released to the Consultant on January 25, 2021.

25, 2022, the Company released the final 1,125,000 shares to the Consultant and the Company will recognize stock related compensation

25, 2022, the Company released the final 1,125,000 shares to the Consultant and the Company has recognized stock related compensation

of $ 0.89 million for the 1,125,000 shares.

Statutory reserve

During the years ended December 31, 2021 and 2020,

the Company collectively attributed $ 61,382 and nil of retained earnings for their statutory reserves, respectively.

Restricted net assets

PRC laws and regulations permit payments of dividends by the Company’s

subsidiaries incorporated in the PRC only out of their retained earnings, if any, as determined in accordance with PRC accounting standards

and regulations.

In addition, the Company’s subsidiaries incorporated in the PRC are required to annually appropriate 10 % of their

net income to the statutory reserve prior to payment of any dividends, unless the reserve has reached 50 % of their respective registered

Furthermore, registered share capital and capital reserve accounts are also restricted from distribution.

As a result of the

restrictions described above and elsewhere under PRC laws and regulations, the Company’s subsidiaries incorporated in the PRC are

The share numbers in this Note 25 are pre-reverse stock split effected on February 1, 2023.

the years ended December 31, 2022 and 2021, the Company collectively attributed $ 36,975 and $ 61,382 of retained earnings for their

statutory reserves, respectively.

laws and regulations permit payments of dividends by the Company’s subsidiaries incorporated in the PRC only out of their

retained earnings, if any, as determined in accordance with PRC accounting standards and regulations.

In addition, the

Company’s subsidiaries incorporated in the PRC are required to annually appropriate 10 % of their net income to the statutory

reserve prior to payment of any dividends, unless the reserve has reached 50 % of their respective registered capital.

registered share capital and capital reserve accounts are also restricted from distribution.

As a result of the restrictions

described above and elsewhere under PRC laws and regulations, the Company’s subsidiaries incorporated in the PRC are

restricted in their ability to transfer a portion of their net assets to the Company in the form of dividends.

The restriction amounted

to $ 25,877,090 (RMB 164,989,218 ) as of December 31, 2021.

Except for the above or disclosed elsewhere, there is no other restriction on

the use of proceeds generated by the Company’s subsidiaries to satisfy any obligations of the Company.

The restriction

amounted to $ 31,474,600 (RMB 211,700,556 ) as of December 31, 2022.

Except for the above or disclosed elsewhere, there is no other restriction on the use of proceeds generated by the Company’s

subsidiaries to satisfy any obligations of the Company.

Payments-omnibus

July 12, 2022 (the “Grant Date”), the Compensation Committee of the Board of Directors (the “Board”) of the Company

granted 3,047,000 shares of common stock of the Company, par value $ 0.001 (the “Shares”), pursuant to the Company’s

2020 Omnibus Equity Plan, to certain officers and employees of the Company and its subsidiaries (the “Grantees”), including:

800,000 shares to Shanchun Huang, Chief Executive Officer of the Company;

800,000 shares to Yongke Xue, President of the Company;

shares to Ming Yi, Chief Financial Officer of the Company, 547,000 shares to Peng Lei, general manager of a subsidiary of the Company,

300,000 shares to Pang Dong, general manager of a subsidiary the Company, and 500,000 shares to Kai Xu, Deputy General Manager of a subsidiary

of the Company and vice president of blockchain division of the Company (collectively, the “Grants”).

The Grants vested immediately

on the Grant Date and each of the Grantees also entered into an Unrestricted Stock Award Agreement with the Company on July 12, 2022.

As the closing price of the Company stock was $ 0.42 on July 12, 2022, the Company recorded an expense of $ 1.28 million in the third quarter

of fiscal year 2022.

As of the date of this report, the Shares have been issued to the Grantees.

The share numbers in this Note 25 are

pre-reverse stock split effected on February 1, 2023.

Securities Purchase Agreement

14 unchanged sentences

The net proceeds from offering were $ 7,338,500 ,

$ 7,338,500 , after deducting underwriting discounts and commissions and other estimated offering expenses, and were received on

December 29, 2020.

after deducting underwriting discounts and commissions and other estimated offering expenses, and were received on December 29, 2020.

The Company issued 4,210,530 shares of its Common Stock to the purchaser on December 29, 2020.

During the three

months ended March 31, 2021, the Investors Warrants to purchase an aggregate of 4,210,530 shares of common stock were fully

exercised by the investors.

On January 11, 2021, the Company entered into

a securities purchase agreement with certain purchasers identified on the signature page thereto, pursuant to which the Company sold

to the purchasers in a registered direct offering, an aggregate of 3,000,000 share of its common stock, par value $ 0.001 per share at

a purchase price of $ 5.00 per share, for aggregate net proceeds to the Company of $ 13,797,732 , after deducting fees to the placement agent

and other offering expenses payable by the Company.

During the three months ended March 31,

2021, the Investors Warrants to purchase an aggregate of 4,210,530 shares of common stock were fully exercised by the investors.

On January 11, 2021, the Company entered

into a securities purchase agreement with certain purchasers identified on the signature page thereto, pursuant to which the Company

sold to the purchasers in a registered direct offering, an aggregate of 3,000,000 share of its common stock, par value $ 0.001 per share

at a purchase price of $ 5.00 per share, for aggregate net proceeds to the Company of $ 13,797,732 , after deducting fees to the placement

agent and other offering expenses payable by the Company.

On January 13, 2021, the Company issued 3,000,000 shares of common stock pursuant

38 unchanged sentences

million) was paid in 2,244,156 shares of common stock of the Company on August 4, 2021, at a price of $5 per share.

DISCONTINUED OPERATIONS

On September 18, 2019, SkyPeople Foods Holdings

Limited (“SkyPeople Foods”) 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 Holdings (HK) Ltd.

(“HeDeTang HK”) from SkyPeople Foods, 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

The share numbers in this Note 26 are pre-reverse stock split effected

on February 1, 2023.

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 $212.80 million as of February 27, 2020, resulting in a gain on disposal of $101.05

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

On March 18, 2021, Chain Future Digital Tech

(Beijing) Co., Ltd.

was deregistered, resulting in a gain on disposal of $ 0.18 million.

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 Assets Management Co., Ltd to an

individual third party, resulting in a gain on disposal of $ 0 .18million.

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

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

resulting in a gain

on disposal of $ 18.20 million and close the operation of Chain Cloud Mall Logistics Center (Shaanxi) Co., Ltd.

On July 27,2020, Skypeople

Foods Holdings Limited was dissolved;

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

On November 12, 2020, Chain Cloud

Mall Network and Technology (Tianjin) Co., Limited and Chain Cloud Mall Logistics Center (Shanxi) Co., Ltd.

entered into agreements to

transfer their ownership of Hedetang Farm Products Trading Markets (Mei country) Co., Ltd.

to third parties.

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

Co., Ltd was deregistered, resulting in a loss on disposal of $ 22,623 .

On August 2, 2021, Guangchengji (Guangdong) Industrial

Co., Ltd was sold to a third party, resulting in a loss on disposal of $ 3.68 million.

On November 4, 2021, Future Supply Chain Co.,

Ltd was transferred to a third party, resulting in a gain on disposal of $ 1.14 million.

Loss from discontinued operations for fiscal years

2021 and 2020 was as follows:

DISCONTINUED OPERATIONS

March 18, 2021, Chain Future Digital Tech (Beijing) Co., Ltd.

was deregistered.

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

was dissolved and deregistered.

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

to an unrelated third party.

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

discontinued its operations, and on November 4, 2021, it was transferred to Shaanxi

Fu Chen Venture Capital Management Co.

June 27, 2022, Chain Cloud Mall Logistics Center (Shanxi) Co., Ltd.

was dissolved and deregistered.

from discontinued operations for fiscal years 2022 and 2021 was as follows:

COST OF SALES

10 unchanged sentences

Loss from discontinued operation before noncontrolling interest

Gain on disposal of discontinued operations

Loss on disposal of discontinued operations

( 2,388,900 )

Net loss attributable to non-controlling interests

1 unchanged sentence

$ ( 2,388,900 )

The major components of assets and liabilities

related to discontinued operations are summarized below:

Other current assets

Loan receivables

Property, plant and equipment, net

major components of assets and liabilities related to discontinued operations are summarized below:

Amount due from related parties

Total assets related to discontinued operations

Accounts payable

Accrued expenses

Loan payables

Amount due to related parties

Total liabilities related to discontinued operations

SEGMENT REPORTING

In its operation of the business, management,

including our chief operating decision maker, who is our Chief Executive Officer, reviews certain financial information, including segmented

internal profit and loss statements prepared on a basis consistent with GAAP.

The Company operates in four segments starting in fiscal

shared shopping mall membership fee, fruit related products, sales of goods and others.

The operation of fruit related products

is classified as discontinued operation as disclosed in Note 25.

In 2021, the Company principally generates its revenues from coal

and aluminum ingots supply chain financing service and trading business and asset management service.

In compliance with the Company’s business

transformation strategy, membership fees from the shared shopping mall and sales of goods through the shared shopping mall platform started

to generate the main revenues for the Company and became more and more important business sections of the Company from fiscal year 2019,

while its traditional business section of seasonal fruit related products continued to shrink in fiscal year 2019.

However, due the COVID-19

pandemic and restriction on large gatherings in China, which have made the promotion strategy for its online e-commerce platforms difficult

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

Due to lack of

new members, difficulties in retaining old customers and significant decrease of revenue in e-commerce business, the Company began to

provide supply chain financing services during the second quarter of 2021.

Some of our operation might not individually meet

the quantitative thresholds for determining reportable segments and we determine the reportable segments based on the discrete financial

information provided to the chief operating decision maker.

The chief operating decision maker evaluates the results of each segment in

assessing performance and allocating resources among the segments.

Since there is an overlap of services and products between different

subsidiaries of the Company, the Company does not allocate operating expenses and assets based on the product segments.

Therefore, operating

expenses and asset information by segment are not presented.

Segment profit represents the gross profit of each reportable segment.

For fiscal year 2021:

its operation of the business, management, including our chief operating decision maker, who is our Chief Executive Officer, reviews certain

financial information, including segmented internal profit and loss statements prepared on a basis consistent with GAAP.

The Company operates

in four segments starting in fiscal 2021:

“shared shopping

mall membership fee, coal and aluminum ingots supply chain financing service and trading business and asset management service and others”.

the COVID-19 pandemic and restriction on large gatherings in China, which have made the promotion strategy for its online e-commerce

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

Due to lack of new members, difficulties in retaining old customers and significant decrease of revenue in e-commerce business, the Company

began to provide supply chain financing services during the second quarter of 2021 and the Company acquired Nice Talent and started to

provide asset management services since August 2021.

of our operation might not individually meet the quantitative thresholds for determining reportable segments and we determine the reportable

segments based on the discrete financial information provided to the chief operating decision maker.

The chief operating decision maker

evaluates the results of each segment in assessing performance and allocating resources among the segments.

Since there is an overlap

of services and products between different subsidiaries of the Company, the Company does not allocate operating expenses and assets based

on the product segments.

Therefore, operating expenses and asset information by segment are not presented.

Segment profit represents

the gross profit of each reportable segment.

fiscal year 2022:

aluminum ingots

2 unchanged sentences

Inter-segment loss

Revenue from external customers

Revenue-third party

Segment gross profit

For fiscal year 2020:

fiscal year 2021:

aluminum ingots

financing/trading

Reportable segment revenue

2 unchanged sentences

Segment gross profit

Loss from Continuing Operations before Income Tax:

For the Years Ended,

Coals and aluminum ingots supply chain financing/trading

Asset management service

Corporate and Unallocated

Total operating expenses and other expense (income)

Loss from Continuing Operations before Income Tax

( 13,799,108 )

( 11,743,625 )

Segment assets:

Coals and aluminum ingots supply chain financing/trading

Asset management service

Corporate and Unallocated

Assets subject to attribution to business segments largely include

property, plant and equipment, receivable and right of use assets.

All other items are reflected in Corporate and Unallocated.

COMMITMENTS AND CONTINGENCIES

Legal case with FT Global Litigation

In January 2021, FT Global Capital, Inc.

Global”), a former placement agent of the Company filed a lawsuit against the Company in the Superior Court of Fulton County, Georgia.

case with FT Global Litigation

January 2021, FT Global Capital, Inc.

(“FT Global”), a former placement agent of the Company filed a lawsuit against the

Company in the Superior Court of Fulton County, Georgia.

FT Global served the complaint upon the Company in January 2021.

In the complaint, FT Global alleges claims, most of which

attempt to hold the Company liable under legal theories that relate back to an alleged breach of an exclusive placement agent agreement

between FT Global and the Company in July 2020 which had a term of three months.

FT Global claims that the Company failed to compensate

FT Global for securities purchase transactions between December 2020 and April 2021, pursuant to the terms of the expired exclusive placement

agent agreement.

Allegedly, the exclusive placement agent agreement required the Company to pay FT Global for capital received during

the term of the agreement and for the 12-month period following the termination of the agreement involving any investors that FT Global

introduced and/or wall-crossed to the Company.

However, the Company believes the securities purchase transactions at issue did not

involve the one investor which FT Global introduced or wall-crossed to the Company during the term of the agreement.

FT Global claims

approximately $ 7,000,000 in damages and attorneys’ fees.

The Company timely removed the case to the United

States District Court for the Northern District of Georgia (the (“Court”) on February 9, 2021 based on diversity of jurisdiction.

On March 9, 2021, the Company filed a motion to dismiss based on FT Global’s failure to state a claim which is pending before the

On March 23, 2021, FT Global filed its response to the Company’s motion to dismiss.

FT Global argues that the Court

should deny the Company’s motion to dismiss.

However, if the Court is inclined to grant the Company’s motion to dismiss,

FT Global requested that the Court permit it to file an amended complaint.

On April 8, 2021, the parties filed a Joint Preliminary

Report and Discovery Plan.

On April 12, 2021, the Court approved the Joint Preliminary Report and Discovery Plan and issued a Scheduling

Order placing this case on a six-month discovery tract.

On April 30, 2021, the Company served FT Global with its Initial Disclosures.

In the complaint,

FT Global alleges claims, most of which attempt to hold the Company liable under legal theories that relate back to an alleged breach

of an exclusive placement agent agreement between FT Global and the Company in July 2020 which had a term of three months.

claims that the Company failed to compensate FT Global for securities purchase transactions between December 2020 and April 2021, pursuant

to the terms of the expired exclusive placement agent agreement.

Allegedly, the exclusive placement agent agreement required the Company

to pay FT Global for capital received during the term of the agreement and for the 12-month period following the termination of the agreement

involving any investors that FT Global introduced and/or wall-crossed to the Company.

However, the Company believes the securities purchase

transactions at issue did not involve the one investor which FT Global introduced or wall-crossed to the Company during the term of the

FT Global claims approximately $ 7,000,000 in damages and attorneys’ fees.

Company timely removed the case to the United States District Court for the Northern District of Georgia (the (“Court”) on

February 9, 2021 based on diversity of jurisdiction.

On March 9, 2021, the Company filed a motion to dismiss based on FT Global’s

failure to state a claim which is pending before the Court.

On March 23, 2021, FT Global filed its response to the Company’s motion

FT Global argues that the Court should deny the Company’s motion to dismiss.

However, if the Court is inclined to grant

the Company’s motion to dismiss, FT Global requested that the Court permit it to file an amended complaint.

On April 8, 2021, the

parties filed a Joint Preliminary Report and Discovery Plan.

On April 12, 2021, the Court approved the Joint Preliminary Report and Discovery

Plan and issued a Scheduling Order placing this case on a six-month discovery tract.

On April 30, 2021, the Company served FT Global

with its Initial Disclosures.

On May 6, 2021, FT Global served the Company with its Initial Disclosures.

On May 17, 2021, FT Global served the Company with its

First Amended Initial Disclosures.

On November 10, 2021, the Court entered an Order granting the Company’s motion to dismiss

FT Global’s fraud claim and breach of contract claim as to the disclosure of its confidential and proprietary information.

The Court denied the Company’s motion to dismiss FT Global’s i) breach of contract claim for failure to pay FT Global pursuant

to the terms of the exclusive placement agent agreement;

ii) claim for breach of the covenant of good faith and fair dealing;

claim for attorney’s fees, and the court concluded that additional information can be obtained through discovery.

Company timely filed an answer and defenses to FT Global’s complaint on November 24, 2021.

On May 17, 2021, FT Global served

the Company with its First Amended Initial Disclosures.

On November 10, 2021, the Court entered an Order granting the Company’s

motion to dismiss FT Global’s fraud claim and breach of contract claim as to the disclosure of its confidential and proprietary

The Court denied the Company’s motion to dismiss FT Global’s i) breach of contract claim for failure to pay

FT Global pursuant to the terms of the exclusive placement agent agreement;

ii) claim for breach of the covenant of good faith and fair

and iii) claim for attorney’s fees, and the Court concluded that additional information can be obtained through discovery.

The Company timely filed an answer and defenses to FT Global’s complaint on November 24, 2021.

On January 3, 2022, the Company

2 unchanged sentences

the Company propounded requests for admission upon FT Global.

On March 24, 2022, FT Global propounded discovery requests upon the

Company, including requests for production of documents and requests for admission.

The Company will continue to vigorously defend the

action against FT Global.

On March 24, 2022, FT Global propounded discovery requests upon the Company,

including requests for production of documents and requests for admission.

On April 1, 2022, FT Global served its response to the Company’s

requests for production of documents.

On May 13, 2022, FT Global served its responses to the Company’s interrogatories and requests

for admissions.

On May 13, 2022, FT Global produced documents in response to the Company’s requests for production of documents.

On June 3, 2022, the Company produced documents in response to FT Global’s requests for production of documents.

On August 3, 2022,

the Company took the deposition of FT Global.

On August 4, 2022, FT Global took the deposition of the Company.

On August 3, 2022, the

Court granted the parties’ Consent Motion to Extend Discovery Period extending the discovery period from August 5, 2022 to September

14, 2022 and the deadline to file dispositive motions to October 12, 2022.

On October 12, 2022, the Company filed a motion for summary

judgment on all claims asserted by FT Global in this lawsuit.

On November 2, 2022, FT Global filed its opposition to the Company’s

motion for summary judgment.

On November 16, 2022, the Company filed its reply in support of its motion for summary judgement on all

claims asserted by FT Global in this lawsuit.

The Company will continue to vigorously defend the action against FT Global.

RISKS AND UNCERTAINTIES

Impact of 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 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.

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

chain financing services.

The global economy has

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

December 2019, a novel strain of coronavirus was reported and has spread throughout China and other parts of the world.

2020, the World Health Organization characterized the outbreak as a “pandemic”.

In early 2020, Chinese government took

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

buildings and facilities in China.

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

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

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

Although China has already begun to recover from the outbreak of COVID-19, there are still outbreak in various cities and provinces

due to new variants, including the recent outbreak of Omicron variant in Xi’an city, Hong Kong and Shanghai city in 2022 which

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

The Company’s

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

Chinese government still puts a restriction on large gatherings.

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

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

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

Also, since the second

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

supply chain financing services.

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

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.

PRC Regulations

There are substantial uncertainties regarding

the interpretation and application of PRC laws and regulations including, but not limited to, the laws and regulations governing our business

and the enforcement and performance of our arrangements with customers in certain circumstances.

We are considered foreign persons or

foreign funded enterprises under PRC laws and, as a result, we are required to comply with PRC laws and regulations related to foreign

persons and foreign funded enterprises.

These laws and regulations are sometimes vague and may be subject to future changes, and their

official interpretation and enforcement may involve substantial uncertainty.

The effectiveness of newly enacted laws, regulations or amendments

may be delayed, resulting in detrimental reliance.

New laws and regulations that affect existing and proposed future businesses may also

be applied retroactively.

We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our

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.

are substantial uncertainties regarding the interpretation and application of PRC laws and regulations including, but not limited to,

the laws and regulations governing our business and the enforcement and performance of our arrangements with customers in certain circumstances.

We are considered foreign persons or foreign funded enterprises under PRC laws and, as a result, we are required to comply with PRC laws

and regulations related to foreign persons and foreign funded enterprises.

These laws and regulations are sometimes vague and may be

subject to future changes, and their official interpretation and enforcement may involve substantial uncertainty.

The effectiveness of

newly enacted laws, regulations or amendments may be delayed, resulting in detrimental reliance.

New laws and regulations that affect

existing and proposed future businesses may also be applied retroactively.

We cannot predict what effect the interpretation of existing

or new PRC laws or regulations may have on our business.

Customer concentration risk

For the year ended December 31, 2022, two customers accounted for 52.86 %

and 12.29 % of the Company’s total revenues.

For the year ended December 31, 2021, three customers accounted for 59.15 %, 19.74 % and

17.22 % of the Company’s total revenues.

Vendor concentration risk

For the year ended December 31, 2022, two vendors accounted for 18.85 %

and 15.87 % of the Company’s total purchases.

For the year ended December 31, 2021, three vendors accounted for 40.76 %, 23.17 % and

18.55 % of the Company’s total purchases.

SUBSEQUENT EVENTS

On March 9, 2022, in order to make full use of

the company’s idle funds and improve the income of company funds, it lent US$ 5 million to Wintus (China) Ltd.

for a period of 6

months with an annual interest rate of 10 %.

On March 9, 2022, in order to incentivize the

management team of the supply chain business, stock option incentive plan was set up by Fuce Future Supply Chain (Xi’an) Co., Ltd.

Upon meeting the condition for the grant of the first option which is the annual profit before tax of Fuce Future Supply Chain (Xi’an)

(“Fuce Future”, formerly known as Future Digital Tech (Xi’an) Co., Ltd.) reaching RMB 15 million (approximately

$ 2.3 million) during any year before the 5th anniversary of March 9, 2022, Fuce Future will grant its management team an option to purchase

up to 6.25 million shares of Fuce Future at an exercise price per share discussed below.

Fuce Future currently has a total registered

capital of RMB 50 million and is wholly owned by Future FinTech (Hong Kong) Limited (“FTFT HK”), which is a wholly owned subsidiary

of the Company.

Upon meeting the condition for the grant of the second option which is the annual profit before tax of Fuce Future reaching

RMB 30 million (approximately $4.6 million) during any year before the 5th anniversary of March 9, 2022, Fuce Future will grant to its

management team an option to purchase up to 8.04 million shares of Fuce Future at an exercise price per share discussed below.

period of these two options is 5 years from the date of grant.

And the exercise price of these options is the Fuce Future’s original

registered capital price per share for RMB 1 per share plus interest which is original registered capital price per share multiplied by

the annualized 8 % interest according to the exercise time.

On March 9, 2022, Fuce Future rewarded its management

team with cash bonus of RMB 223,400 which is approximately 10% of its profit before tax from 2021 and FTFT HK granted an option to management

team of Fuce Future to purchase 5 million shares of Fuce Future from FTFT HK for RMB 5 million and the option can be exercised in three

On March 9,2022 Future Supply (Chengdu) Co., Ltd

and Future Big Data (Chengdu) Co., Ltd.

rewarded to their respective management teams with cash bonus which is approximately 3 % of their

respective profits before taxes from 2021.

January 26, 2023, Future FinTech Group Inc.

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

of Amendment (the “Amendment”) to amend its Second Amended and Restated Articles of Incorporation, as amended (“Articles

of Incorporation”).

As a result of the Amendment, the Company has authorized and approved a 1-for-5 reverse stock split of

the Company’s authorized shares of common stock from 300,000,000 shares to 60,000,000 shares, accompanied by a corresponding decrease

in the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”).

The common stock will continue

to be $ 0.001 par value.

The Company rounds up to the next full share of the Company’s shares of common stock any fractional shares

that result from the Reverse Stock Split and no fractional shares will be issued in connection with the Reverse Stock Split and no cash

or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock

No changes are being made to the number of preferred shares of the Company which remain as 10,000,000 preferred shares as authorized

but not issued.

The amendment to the Articles of Incorporation of the Company takes effect at 1:00am Eastern Time on February 1, 2023.

February 27, 2023, Future FinTech (Hong Kong) Limited (“Buyer”), a company incorporated in Hong Kong and a wholly owned

subsidiary of Future FinTech Group Inc.

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

“Agreement”) with Alpha Financial Limited, a company incorporated in Hong Kong (“Seller”) and sole owner and

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

Alpha Information Service (Shenzhen) Co., Ltd., a company incorporated in China (“Alpha SZ”).

Pursuant to Agreement, the

Buyer agreed to acquire all issued and outstanding shares of Alpha HK and Alpha SZ (the “Alpha Shares”) from the Seller

in cash for a total of HK$15,659,949 (approximately $2,007,686).

Pursuant to the terms of the Agreement, the parties agreed:

purchase price of all issued and outstanding shares of Alpha HK (the “HK Shares”) shall be HK$ 14,010,421 (approximately

$1,796,208 and the “HK Purchase Price”);

(ii) the purchase price of all issued and outstanding shares of Alpha SZ (the

“SZ Shares”) shall be HK$1,649,528 (approximately $211,478, the “SZ Purchase Price”, together with HK

Purchase Price as the “Total Purchase Price”);

(iii) 50% of the Total Purchase Price shall be paid to the Seller within

5 working days after the formal signing of the Agreement;

(iv) the remaining 50% shall be paid within 5 working days after Buyer

receives the approval notice from Hong Kong Securities and Futures Commission (“HKSFC”) for the transfer of HK Shares

prior to December 31, 2023 (or such later date as the parties may mutually agree in writing);

(v) if the HKSFC fails to give such

approval within 365 days of this Agreement, Seller shall refund the amount paid by the Buyer under this Agreement within 3 working

days after the earlier of receiving the notice of failure or the expiration of 365 days unless Buyer and Seller mutually have agreed

to extend such deadline;

and (vi) if the failure to obtain the approval from HKSFC is attributable to a material breach of the

Agreement by the Buyer or fraud or willful malfeasance on the part of the Buyer, the amount of the Total Purchase Price theretofore

paid will not be refunded.

Ying Li, a director of the Board of Directors and vice president of the Company is a minority shareholder of the parent company of Alpha

International Financial Holdings Limited (“Alpha International”), which is the sole shareholder of the Seller.

served as a director of Alpha International since February 5, 2020, and as a director of Alpha HK since September 9, 2020.

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 9A. Controls and Procedures