What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2024-04-16 compared with 2023-04-19 · 686 added, 1166 removed, 629 unchanged (75% of the section changed)

1 unchanged sentence

Future FinTech is a holding company incorporated

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

As a holding company with no material operations of

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

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

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

involves unique risks to investors.

under the laws of the State of Florida.

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

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

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

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

trading business and financial services and technology business.

The business operations of the Company include blockchain based online

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

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

fruit purees and fruit juices), fruit beverages (including fruit juice beverages and fruit cider beverages) in the PRC.

Due to drastically

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

and distribution to financial technology related service businesses.

The main business of the Company includes supply chain financing

services and trading in China, asset management business in Hong Kong and cross-border money transfer service in UK.

The Company also

expanded into brokerage and investment banking business in Hong Kong and cryptocurrency mining farm in the U.S.

The Company had

a contractual arrangements with a VIE E-Commerce Tianjin in China, which has generated minimal revenue and business since 2021 due to

the negative impact caused by COVID-19.

The Company started the process to close it down in November 2023 and completed deregistration

and dissolution of the VIE with local authority on March 7, 2024.

There are legal and operational risks associated

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

Recently, the PRC government initiated a series of

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

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

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

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

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

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

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

of extraterritorial application of the PRC securities laws.

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

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

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

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

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

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

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

On November 14, 2021, CAC published the Administration

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

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

the Office of Cybersecurity Review.

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

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

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

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

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

On July 7, 2022,

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

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

any data processor transfers important data to overseas;

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

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

(iii) any data processor who provides

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

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

and (iv) other circumstances under which

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

On February 17, 2023, the CSRC released the

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

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

The New Overseas Listing Rules require Chinese domestic enterprises

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

The required filing

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

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

of issuers already listed overseas.

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

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

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

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

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

Furthermore, upon

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

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

disclosure of the event:

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

These risks could result in a material change

in our operations and/or the value of our common stock or could significantly limit or completely hinder our ability to offer or continue

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

In the past few years, the

PRC government initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice,

including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas

using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts

in anti-monopoly enforcement.

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

of the State Council jointly issued an announcement to crack down on illegal activities in the securities market and promote the high-quality

development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border

oversight of law-enforcement and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish

and improve the system of extraterritorial application of the PRC securities laws.

On February 15, 2022, Cybersecurity Review Measures

published by Cyberspace Administration of China or the CAC, National Development and Reform Commission, Ministry of Industry and Information

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

China, State Administration of Radio and Television, China Securities Regulatory Commission (“CSRC”), State Secrecy Administration

and State Cryptography Administration became effective, which provides that, Critical Information Infrastructure Operators (“CIIOs”)

that intend to purchase internet products and services and Online Platform Operators engaging in data processing activities that affect

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

On November 14, 2021,

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

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

file a cybersecurity review with the Office of Cybersecurity Review.

On July 7, 2022, CAC promulgated the Measures for the Security Assessment

of Data Cross-border Transfer, effective on September 1, 2022, which requires the data processors to apply for data cross-border security

assessment coordinated by the CAC under the following circumstances:

(i) any data processor transfers important data to overseas;

any critical information infrastructure operator or data processor who processes personal information of over 1 million people provides

personal information to overseas;

(iii) any data processor who provides personal information to overseas and has already provided personal

information of more than 100,000 people or sensitive personal information of more than 10,000 people to overseas since January 1st of

the previous year;

and (iv) other circumstances under which the data cross-border transfer security assessment is required as prescribed

On February 17, 2023, the CSRC released New Overseas Listing Rules with five interpretive guidelines, which took effect on

March 31, 2023.

The New Overseas Listing Rules require Chinese domestic enterprises to complete filings with CSRC and report related information

under certain circumstances, such as:

a) an issuer making an application for initial public offering and listing in an overseas market;

b) an issuer making an overseas securities offering after having been listed on an overseas market;

c) a domestic company seeking an overseas

direct or indirect listing of its assets through single or multiple acquisition(s), share swap, transfer of shares or other means.

to the Notice on Arrangements for Overseas Securities Offering and Listing by Domestic Enterprises, published by the CSRC on February

17, 2023, a company that (i) has already completed overseas listing or (ii) has already obtained the approval for the offering or listing

from overseas securities regulators or exchanges but has not completed such offering or listing before effective date of the new rules

and also completes the offering or listing before September 30, 2023 are considered as an existing listed company and is not required

to make any filing until it conducts a new offering in the future.

Furthermore, upon the occurrence of any of the material events specified

below after an issuer has completed its offering and listed its securities on an overseas stock exchange, the issuer shall submit a report

thereof to the CSRC within 3 business days after the occurrence and public disclosure of the event:

(i) change of control;

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

other competent authorities;

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

(ii) investigations

or sanctions imposed by overseas securities regulatory agencies or other competent authorities;

(iii) change of listing status or transfer

of listing segment;

or (iv) voluntary or mandatory delisting.

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

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

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

The revised Archives Rules expands their application to cover indirect overseas

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

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

with the secrecy administrative department at the same level.

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

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

or other foreign exchange;

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

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

foreign exchange.

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

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

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

The New Overseas Listing Rules stipulate the legal consequences to

the companies for breaches, including failure to fulfill filing obligations or filing documents having false statement or misleading information

or material omissions, which may result in a fine ranging from RMB1 million to RMB10 million, and in cases of severe violations, the relevant

responsible persons may also be barred from entering the securities market.

On February 24, 2023, the CSRC, the Ministry of Finance,

the National Administration of State Secretes Protection and the National Archives Administration released the Provisions on Strengthening

the Confidentiality and Archives Administration Related to the Overseas Securities Offering and Listing by Domestic Companies, or the

Confidentiality and Archives Administration Provisions, which took effect on March 31, 2023.

PRC domestic enterprises seeking to offer

securities and list in overseas markets, either directly or indirectly, shall establish and improve the system of confidentiality and

archives work, and shall complete approval and filing procedures with competent authorities, if such PRC domestic enterprises or their

overseas listing entities provide or publicly disclose documents or materials involving state secrets and work secrets of state organs

to relevant securities companies, securities service institutions, overseas regulatory agencies and other entities and individuals.

further stipulates that (i) providing or publicly disclosing documents and materials which may adversely affect national security or public

interests, and accounting records or photocopies thereof to relevant securities companies, securities service institutions, overseas regulatory

agencies and other entities and individuals shall be subject to corresponding procedures in accordance with relevant laws and regulations;

and (ii) any working papers formed in the territory of the PRC by securities companies and securities service agencies that provide domestic

enterprises with securities services relating to overseas securities issuance and listing shall be stored in the territory of the PRC,

the outbound transfer of which shall be subject to corresponding procedures in accordance with relevant laws and regulations.

date of this report, these new laws and guidelines that became effective have not impacted the Company’s ability to conduct its

business, accept foreign investment or list on a U.S.

or other foreign stock exchange except for the filing requirement under New Overseas

Listing Rules.

The Company is still processing the filings with CSRC for its offerings since the effective of New Overseas Listing Rules

and has not complied the filing requirements yet which would subject the Company to fines and other penalties for violation of New Overseas

Listing Rules.

In addition, new rules and regulations could be adopted and there are uncertainties in the interpretation and enforcement

of existing laws and guidelines, which could materially and adversely impact our business and financial outlook and may impact our ability

to accept foreign investments or continue to list on a U.S.

or other foreign stock exchange.

Any change in foreign investment regulations,

and other policies in China or related enforcement actions by China government could result in a material change in our operations and

the value of our securities and could significantly limit or completely hinder our ability to offer our securities to investors or cause

the value of our securities to significantly decline or be worthless.

In the opinion of our PRC counsel Fengdong Law

Firm, subsidiaries of the Company are incorporated and operating in mainland China have received all required permissions from Chinese

authorities to operate their current business in China, including Business licenses and Bank Account Open Permits, as of the date of this

In the opinion of Fengdong Law Firm, as of the

date of this report, we, our subsidiaries in China are not subject to permission requirements from the CSRC or CAC or any other entity

that is required to approve of their operations and have not received or were denied such permissions by any PRC authorities.

we are required to file with CSRC for any offerings under New Overseas Listing Rules.

The Company is still processing the filings with

CSRC for its offerings since the effective of New Overseas Listing Rules and has not complied the filing requirements yet which would

subject the Company to fines and other penalties for violation of New Overseas Listing Rules.

Given the current PRC regulatory environment,

it is uncertain whether we, our subsidiaries, will be able to obtain permission from the PRC government to offer our securities to foreign

investors, and even when such permission is obtained, whether it will be denied or rescinded.

If we or any of our subsidiaries do not

receive or maintain such permissions or approvals, inadvertently conclude that such permissions or approvals are not required, or applicable

laws, regulations, or interpretations change and we or our subsidiaries are required to obtain such permissions or approvals, it could

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

our securities to significantly decline or become worthless.

Failure to take timely and appropriate measures to adapt to any of these

or similar regulatory compliance challenges could materially and adversely affect our current corporate structure and business operations.

The Company’s

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

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

announced by the PCAOB on December 16, 2021.

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

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

its previous determinations to the contrary.

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

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

On December 29, 2022, a legislation entitled

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

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

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

Act from three years to two.

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

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

As a holding company, we may rely on dividends

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

If any of our subsidiaries or our

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

auditor, Fortune CPA Inc.

is headquartered in California and the Public Company Accounting Oversight Board (United States) (the “PCAOB”)

currently has access to inspect the working papers of our auditor.

On December 15, 2022, the PCAOB Board determined that the PCAOB was

able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong

Kong and voted to vacate its previous determinations to the contrary.

However, should PRC authorities obstruct or otherwise fail to facilitate

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

On December 29, 2022, a

legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”), was signed

into law by President Biden.

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

Holding Foreign Companies Accountable Act, which reduces the number of consecutive non-inspection years required for triggering the prohibitions

under the HFCA Act from three years to two.

The Holding Foreign Companies Accountable Act and related regulations currently

does not affect the Company as the Company’s auditor is subject to PCAOB’s inspection and investigation.

As a holding company,

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

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

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

8 unchanged sentences

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

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

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

As of the date of this report, no dividends or

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

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

in the foreseeable future.

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

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

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

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

See “ Dividend Distribution and Cash Transfer

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

due to PRC laws and other contractual requirements.

“ Dividend Distribution and Cash Transfer Between the Holding Company and Subsidiaries.”

As of the date of this

report, no dividends or distributions have been made between the holding company, its subsidiaries, and consolidated VIE, or to investors

including U.S.

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

owed under the VIE Agreements in the foreseeable future.

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

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

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

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

In the opinion of our

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

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

Bank Account Open Permits and Value Added Telecom Business License.

Our subsidiaries outside of mainland China also have obtained permissions

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

As of the date of this report, in the opinion

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

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

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

Nevertheless,

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

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

available to the public on July 6, 2021.

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

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

On February 17, 2023, the CSRC released the New

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

The New Overseas Listing Rules require

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

and listings.

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

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

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

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

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

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

If applicable

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

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

Failure to take timely

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

current corporate structure and business operations.

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

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

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

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

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

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

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

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

our interests in those operations.”

On May 11, 2021, the Company established Future

Supply Chain (Chengdu) Co., Ltd.

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

On May 12, 2021, the Company established Future

Big Data (Chengdu) Co., Ltd.

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 main business is external equity investment.

June 14, 2021, the Company established Future

FinTech Labs Inc.

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

On June 24, 2021, the Company established FTFT

Capital Investments L.L.C.

in Dubai, United Arab Emirates.

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

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

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

The market data is available for

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

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

On July 2, 2021, the Company established Future

Fintech Digital Number One US, LP.

which is an investment fund.

On July 6, 2021, the Company established Future

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

On July 6, 2021, the Company established Future

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

On August 2, 2021, the Company incorporated FTFT

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

On August 6, 2021, the Company completed

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

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

NTAM is licensed under the

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

Securities and Type 9:

Asset Management.

On August 11, 2021, the Company established Future

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

Its business is investment fund management.

On November 22, 2021, the Company established

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

On November 22, 2021, the Company established

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

On December 15, 2021, the Company established

FTFT Super Computing Inc.

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

In March 2022, FTFT UK Limited received has

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

Financial Conduct Authority (FCA), a UK regulator.

or our PRC and/or Hong Kong entities, the VIE, and the WFOE (as defined below), such funds and/or assets may not be available to fund

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

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

See “ Dividend Distribution

and Cash Transfer Between the Holding Company and Subsidiary.” and “Risk Factor - We could be restricted from paying dividends

to shareholders due to PRC laws and other contractual requirements.

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

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

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

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

In March 2022, FTFT

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

the Financial Conduct Authority (FCA), a UK regulator.

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

1 unchanged sentence

On April 14, 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.

Company established Future Trading (Chengdu) Co., Ltd.

Its business is bulk commodities supply chain financing services and trading.

On April 18, 2022, the

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

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

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

has no operation before the acquisition.

The Company plans to develop bitcoin and other cryptocurrency mining

and related services in Paraguay.

The Company is developing bitcoin and other cryptocurrency mining and related service

business in Paraguay.

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

on July 28, 2022.

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

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

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

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

On September 29, 2022,

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

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

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

Khyber Money Exchange Ltd.

is a money transfer company with a platform for transferring

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

is a money transfer

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

Khyber Money Exchange Ltd.

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

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

before the formal closing of the transaction.

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

to FTFT Finance UK Limited.

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

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

(the “Company”)

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

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

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

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

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

Alpha SZ provides technical support services

Finance UK Limited.

On February 27, 2023,

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

FinTech Group Inc.

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

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

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

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

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

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

Alpha SZ provides technical support services to Alpha HK.

The share transfer transaction was approved by the Securities

and Futures Commission of Hong Kong (“SFC”) in August 2023 and the acquisition was closed on November 7, 2023.

of the two entities were subsequently changed to ‘FTFT International Securities and Futures Limited’ and ‘FTFT Information

Services (Shenzhen) Co.

Ltd.’, respectively.

On January 26, 2023,

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

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

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,

14 unchanged sentences

Corporation Act of the State of Florida.

Currently, Chain Cloud

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

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

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

After acceptance, these

companies are authorized to use anti-counterfeiting labels on their products which have authenticated signatures of these companies and

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

The companies will sell such products on our eCAAS platform.

The companies can also use sales agents to sell their products

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

Any new sales agent must be recommended

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

on the platform.

The Company started its trial operation of NONOGIRL,

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

The cross-border e-commerce platform aimed to

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

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

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

The Company’s promotion

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

Due to the outbreak of

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

These restrictions made the promotion strategy for our online

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

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

has been closed now.

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

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

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

The Company currently has ten directly

controlled subsidiaries:

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

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

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

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

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

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

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

a company incorporated under the laws of Ohio and FTFT

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

operated a blockchain based online shopping platform, Chain Cloud Mall (“CCM”) Chain Cloud Mall through its VIE and its

business was materially and negatively affected by outbreak of COVID-19 since early 2020 because the Company was unable to implement

its promotion strategy to enroll new members through training of such members and distributors via meetings and conferences which

was not possible during the outbreak of COVID-19.

CCM has generated minimal revenue and business since 2021, despite the Company

transformed the member-based business model of CCM to a sale agent based “Enterprise Communication as A Service” or

eCAAS platform during the second quarter of 2021.

The Company started a process to close it down in November 2023 and completed

deregistration and dissolution of the VIE with local authority on March 7, 2024.

The Company currently has nine directly controlled

subsidiaries:

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

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

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

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

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

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

a company incorporated under the laws of Ohio.

SkyPeople Foods Holdings Limited (“SkyPeople

16 unchanged sentences

2023 is set forth in the diagram:

Contractual Arrangements

VIE Contractual Arrangements

38 unchanged sentences

Affiliated Entity and Its Respective Shareholders

The contractual

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

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

GAAP, pursuant to which E-Commerce Tianjin is

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

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

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

Tianjin for accounting purposes.

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

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

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

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

consolidate, the VIE.

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

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

consolidation of the VIE under U.S.

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

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

The contractual arrangements

with the VIE and its shareholders allow us to consolidate financial results of the VIE in our financial statements because we have satisfied

conditions for consolidation of the VIE under U.S.

GAAP, pursuant to which E-Commerce Tianjin is considered a VIE under the Statement

of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810 “Consolidation”,

because the equity investments in E-Commerce Tianjin no longer have the characteristics of a controlling financial interest, and the

Company, through CCM Network, is the primary beneficiary of E-Commerce Tianjin for accounting purposes.

A VIE is an entity that either

has a total equity investment that is insufficient to finance its activities without additional subordinated financial support, or whose

equity investors lack the characteristics of a controlling financial interest, such as through voting rights, right to receive the expected

residual returns of the entity.

The variable interest holder, if any, that has a controlling financial interest in a VIE is deemed to

be the primary beneficiary of, and must consolidate, the VIE.

CCM Network has a controlling financial interest in, receives the economic

benefits from, is the primary beneficiary of and has the power to direct the activities of the VIE to the extent that it has satisfied

the conditions for consolidation of the VIE under U.S.

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

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

Such contractual arrangements are designed so that the

48 unchanged sentences

Equity Pledge Agreement .

Pursuant to the

Equity Pledge Agreements, Mr.

Pursuant to the Equity

Pledge Agreements, Mr.

Zeyao Xue and Mr.

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

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

contractual arrangements.

If E-Commerce Tianjin, Mr.

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

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

If E-Commerce

Zeyao Xue, or Mr.

Kai Xu breaches their contractual obligations under these

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

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

have the right to dispose of the pledged equity interests.

Zeyao Xue and Mr.

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

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

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

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

on the pledged equity.

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

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

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

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

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

During the term of the equity pledge, CCM Network has

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

The Equity Pledge Agreements will terminate

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

Zeyao Xue and Mr.

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

Kai Xu have completed all their obligations under

the contractual agreements described above.

Spousal Consent Letters.

5 unchanged sentences

in E-Commerce Tianjin held by such shareholder.

We are a holding company incorporated in Florida.

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

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

The VIE is consolidated for accounting purposes but is

not an entity in which we own equity.

The VIE is consolidated

for accounting purposes but is not an entity in which we own equity.

The VIE structure is subject to various risks.

For example, the contractual arrangements may not

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

We expect to rely on the performance by the

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

The VIE shareholders

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

Such risks will exist throughout

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

If any dispute relating to

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

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

For example, the contractual

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

We expect to rely on the

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

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

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

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

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

Since 2021, the VIE

has generated minimal revenue and business for the Company due to negative impact by COVID-19 and the Company started a process to close

it down in November 2023.

On March 7, 2024, the Company completed deregistration and dissolution of the VIE with the approval by CCM Network,

E-Commerce Tianjin, Mr.

Zeyao Xue and Mr.

Dividend Distribution and Cash Transfer

Between the Holding Company, Subsidiary and VIE

Between the Holding Company and Subsidiaries

Our PRC operating entities receive a substantial

2 unchanged sentences

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

CCM Network will receives payment from E-Commerce Tianjin

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

Under existing PRC foreign exchange regulations, payments of current

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

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

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

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

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

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

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

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

For the Company

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

Under existing PRC foreign exchange regulations, payments

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

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

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

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

such as the overseas investment registrations by our shareholders or the ultimate shareholders of our corporate shareholders who are

PRC residents.

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

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

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

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

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

17 unchanged sentences

To the extent cash and/or assets in the business

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

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

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

See “ Risk Factor

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

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

To the extent

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

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

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

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

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

We currently don’t have any cash management policies

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

Rather, the funds can be transferred in

accordance with the applicable PRC laws and regulations.

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

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

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

See “ Risk Factor - We could be restricted

from paying dividends to shareholders due to PRC laws and other contractual requirements.

” and “ Risk Factor - We could

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

To the extent cash and/or assets

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

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

on the ability of us or our subsidiaries by the PRC government to transfer cash and/or assets .” We intend to keep any future

earnings to re-invest in and finance the expansion of our business, and we do not anticipate that any cash dividends will be paid in

the foreseeable future.

We currently don’t have any cash management policies and procedures in place that dictate how funds

are transferred through our organization.

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

Cash dividends, if any, on our shares of common

18 unchanged sentences

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

During the fiscal years ended December 31, 2022

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

Selected Condensed Consolidated Financial

Schedule of the Company and Its Subsidiaries and VIE

The following tables present selected condensed

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

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

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

Such investments are presented in the

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

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

Future FinTech Group Inc.

As of December 31, 2022

Subsidiaries(4)

subsidiaries(6)

Intercompany receivables

(217,381,730 )

TOTAL CURRENT ASSETS

(217,381,730 )

Investment in subsidiaries

(56,397,711 )

TOTAL NON CURRENT ASSETS

(42,421,627 )

(259,803,357 )

Intercompany payables

(215,549,570 )

TOTAL LIABILITIES

(215,549,570 )

TOTAL STOCKHOLDERS’ EQUITY

(21,566,089 )

(27,563,031 )

(19,844,510 )

(44,253,787 )

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

(259,803,357 )

Future FinTech Group Inc.

For the year ended December 31, 2022

Subsidiaries(4)

subsidiaries(6)

Cost of goods/services

Other material expenses

(16,836,212 )

(17,113,547 )

Net Income (Loss)

(14,039,598 )

(14,316,364 )

Comprehensive Income ( Loss)

(17,496,232 )

(17,341,507 )

Future FinTech Group Inc.

For the year ended December 31, 2022

Subsidiaries(4)

subsidiaries(6)

Net cash provided by (used in) operating activities

(27,533,588 )

(30,869,964 )

Net Cash Used in Investing Activities

(14,128,360 )

(14,191,625 )

Net Cash Provided by Financing Activities

Future FinTech Group Inc.

As of December 31 2021

Subsidiaries(4)

subsidiaries(6)

Intercompany receivables

(184,469,613 )

TOTAL CURRENT ASSETS

(185,048,164 )

Investment in subsidiaries

(45,038,163 )

TOTAL NON CURRENT ASSETS

(29,454,489 )

(214,502,653 )

Intercompany payables

(188,460,459 )

TOTAL LIABILITIES

(189,039,010 )

TOTAL STOCKHOLDERS’ EQUITY

(16,020,815 )

(37,176,621 )

(22,132,561 )

(25,463,643 )

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

(214,502,653 )

Future FinTech Group Inc.

For the year ended December 31 2021

Subsidiaries(4)

subsidiaries(6)

(14,306,227 )

Cost of goods/services

(14,306,227 )

Other material expenses

( 2,827,364 )

(13,077,975 )

(11,401,929 )

(13,208,584 )

Net Income (Loss)

(14,117,924 )

(11,413,830 )

(14,205,925 )

Comprehensive Income ( Loss)

(14,349,766 )

(11,413,830 )

(14,405,773 )

Future FinTech Group Inc.

For the year ended December 31 2021

Subsidiaries(4)

subsidiaries(6)

Net cash provided by (used in) operating activities

Net Cash Used in Investing Activities

Net Cash Provided by Financing Activities

Future FinTech ： all

companies except for VIE.

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

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

holding company, i.e.

Future FinTech Group Inc.

Subsidiaries ： all

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

subsidiaries in China except for VIE.

Hong Kong subsidiaries ： Future

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

VIE ： E-Commerce

Consolidated Total ： all

companies included.

Impact of COVID-19 on our Business

In December 2019, a

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

On March 11, 2020, the World

Health Organization characterized the outbreak as a “pandemic”.

In early 2020, Chinese government took emergency

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

buildings and facilities in China.

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

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

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

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

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

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

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

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

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

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

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

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

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

There was outbreak in various cities

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

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

In December 2022, the Chinese

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

2023, which has disrupted our business operations in China.

The Company’s promotion strategy of CCM Shopping Mall previously

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

Chinese government put a restriction on

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

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

Due to the lack of new

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

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

and began to provide supply chain financing services.

The global economy has

also been materially negatively affected by the COVID-19 and there is continued 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.

In December 2019, a novel strain of coronavirus

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

On March 11, 2020, the World Health Organization characterized

the outbreak as a “pandemic”.

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

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

In response to

the evolving dynamics related to the COVID-19 outbreak, the Company was 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 2020 until late March 2020.

The quarantines, travel restrictions, and the temporary closure of

office buildings have materially negatively impacted our business.

The outbreak has had and might continue 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.

There were outbreaks in various cities and provinces in China due to Omicron variant, such

as Xi’an city, Hong Kong, Shanghai, Beijing and other cities in 2022, which have resulted quarantines, travel restrictions, and

temporary closure of office buildings and facilities in these cities.

In December 2022, the Chinese government eased its strict zero

COVID-19 policy which resulted in a surge of new COVID-19 cases during December 2022 and January 2023, which has disrupted our business

operations in China.

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

and distributors through meetings and conferences.

Chinese government put a restriction on large gatherings in 2020 and 2021, which made

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

new members for its online e-commerce platforms.

Since 2021, CCM generated minimal revenue and business for the Company.

started a process to close it down in November 2023 and completed deregistration and dissolution of the VIE with local authority on March

While the potential economic impact brought by

new variants of COVID-19 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.

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.

In the event that we do need to raise capital in the future and there is any outbreak due

to new variants, outbreak-related instability in the securities markets could adversely affect our ability to raise additional capital.

Company Strategy and Principal Products and

Our core business historically has been in the production and sale

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

beverages) in the PRC and internationally.

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

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

Our core business historically was in the production

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

cider beverages) in the PRC and internationally.

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

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

that integrates blockchain and internet technology in fiscal year 2019.

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

for fiscal year 2020.

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

These restrictions

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

new members for its online e-commerce platforms.

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

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

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

Also, the Company acquired

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

NTAM is licensed under the

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

Advising on Securities

Asset Management.

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

78.75% and 21.22% of our revenues, respectively.

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

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

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

a restriction on large gatherings.

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

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

Since 2021, CCM e-commerce platform

has generated minimal revenue and business for the Company.

The Company started a process to close it down in November 2023 and completed

deregistration and dissolution of the VIE with local authority on March 7, 2024.

Currently, the Company mainly generates its revenues

from its supply chain financing/trading and asset management business.

During the fiscal year of 2023, the supply chain financing and

asset management business contributed 59% and 37% of our revenues, respectively.

During the fiscal year of 2022, the supply chain financing

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

On September 29, 2022, FTFT UK Limited completed

8 unchanged sentences

formal closing of the transaction.

In December 2021, FTFT Capital Investments, LLC

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

trading information from a large number of cryptocurrency exchanges.

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

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

The FTFTX app is free to download

on Google Play and the Apple Store.

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

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

a UK regulator.

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

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

In March 2022, FTFT UK Limited received has received

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

Authority (FCA), a UK regulator.

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

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

On February 27, 2023,

8 unchanged sentences

Alpha SZ provides technical support services to Alpha HK.

The share transfer transaction was approved by the Securities

and Futures Commission of Hong Kong (“SFC”) in August 2023 and the acquisition was closed on November 7, 2023.

of the two entities were subsequently changed to ‘FTFT International Securities and Futures Limited’ and ‘FTFT Information

Services (Shenzhen) Co.

Ltd.’, respectively.

The Company is in the

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

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

Chain Cloud Mall (CCM)

The trial operation of CCM started on December

On January 22, 2019, the Company formally launched Chain Cloud Mall, the real-name and membership-based blockchain shared shopping

mall platform that integrates blockchain and internet technology.

On June 1, 2019, CCM v2.0 was launched and on May 1, 2020, CCM v3.0

was launched.

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

process traceable.

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

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

It incentivizes its members to promote the platform and share the

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

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

Chinese government put a restriction on large gatherings.

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

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

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

to a sale agent based eCAAS platform.

Currently, Chain Cloud Mall adopts an “Enterprise

Communication as A Service” or eCAAS platform which is a part of 3.15 China Responsible Brand Program run by the Anti-Counterfeiting

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

Anti-Counterfeiting Committee

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

After acceptance, these companies are authorized

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

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

The companies will

sell such products on our eCAAS platform.

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

can negotiate the commission percentages for the products sold.

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

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

Coal and Aluminum

Ingots Supply Chain Financing Service and Trading

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

payment services, investment banking and brokerage, digital assets mining farm services.

Supply Chain Financing

Service and Trading in China

Since the second quarter

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

Since the third quarter of 2021, we started aluminum ingots

of 2021, we started supply chain financing service and trading business, which currently includes coal, aluminum ingots, sand and steel

supply chain financing service and trading business.

7 unchanged sentences

process of commodity circulation.

We focus on bulk coal and aluminum ingots an

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

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

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

and other innovative financing methods to obtain sufficient funds.

We sign purchase and sale agreements with suppliers and buyers.

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

of aluminum ingots to us in certain warehouses.

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

goods but receive lower margin for the transaction.

We focus on bulk commodity goods such as sand,

steel, coal and aluminum ingots and take large state-owned or listed companies as the core service targets;

We use our own funds as the

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

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

We sign purchase and sale agreements with suppliers

The suppliers are responsible for the supply and transportation of goods to the end users’ designated freight yard

or transfer the title to us in certain warehouses.

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

of the goods but receive lower margin for the transaction.

For the sale of goods where we obtain control of the goods before transferring

it to the customer, we recognize revenue based on the gross revenue amount billed to customers as sales of goods.

We consider multiple

factors when determining whether we obtain control of third-party goods, including evaluating if we can establish the price of the goods,

retain inventory risk for tangible goods or have the responsibility for ensuring acceptability of the goods.

We recognize net revenue

as agent services for the sales of coals, aluminum ingots, sand and steel when no control obtained throughout the transactions.

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

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

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

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

Asset Management,

NTAM was founded in 2018 and it engages asset

management and advisory services.

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

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

NTAM offers diversified asset management portfolio

for professional investors.

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

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

Brokerage and Investment Banking Services in Hong Kong .

The Company acquired 90% of the issued and outstanding

shares of Nice Talent Asset Management Limited (“NTAM”), a Hong Kong-based asset management company in August 2021.

was founded in 2018 and it engages asset management and advisory services.

NTAM is licensed under the Securities and Futures Commission

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

NTAM offers diversified asset management portfolio for professional investors.

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

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

clients’ assets.

NTAM mainly engages in following asset management services for its

8 unchanged sentences

good credit rating and asset liability ratio.

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

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

with the same maturity and credit rating.

14 unchanged sentences

bank to provide exclusive private solutions for our clients.

NTAM’s main revenue is generated from

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

As of March 15, 2023,

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

NTAM’s main revenue is generated from providing

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

As of March 31, 2024, NTAM has approximately

US$346 million assets under its management.

In November 2023, the Company completed the acquisition

of Alpha International Securities (Hong Kong) Ltd.

and changed its names to FTFT International Securities and Futures Limited (“FTFT

International”).

Founded in 2010, FTFT International focuses on three main areas of financial services:

(1) online brokerage services

consisting of Hong Kong equities as well as US equities where its works with its partner, a US brokerage firm, (2) underwriting

and distribution of Hong Kong IPOs, and (3) underwriting U.S.

dollar-denominated bonds issued by Chinese companies in Hong Kong.

FTFT International Securities holds Type 1 “Securities Trading”, Type 2 “Futures Trading” and Type 4 “Securities

Advisory” financial licenses issued by the HK SFC.

FTFT International provides customers with a full range of financial services

in Hong Kong including online brokerage services, IPOs, financial advisory services and US dollar-based Chinese municipal and enterprise

bond issuance services.

FTFT International has over 60,000 customer accounts, and since 2020 it has underwritten 29 IPOs in Hong

In terms of offshore US dollar-based Chinese bond issuance, since 2020 FTFT International has underwritten nine Chinese municipal

and enterprise bonds in Hong Kong.

Money Transfer Business

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

as Khyber Money Exchange Ltd.

FTFT Finance UK Limited (“FTFT Finance”)

formerly known as Khyber Money Exchange Ltd.

was acquired by FTFT UK Limited in September 2022.

It is regulated by UK Financial Conduct Authority

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

FTFT Finance was incorporated in 2009 and is a pioneer in

the UK for money remittance services.

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

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

FTFT Finance is headquartered in the UK

and it has a trade name of FTFT Pay.

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

and become a global name in money remittance services.

FTFT Finance is a financial platform that enables its customers to

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

exchange rate and without any hidden charges.

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

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

The FTFT Pay platform and system support

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

across the Middle East and Southeast Asia.

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

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

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

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

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

its rebate from local banks.

This approach provides

gives us an advantage over our competitors.

In the Year 2022, the total UK Remittance Market

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

It is also estimate that

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

Expats living in the United Kingdom often

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

The UK has a large migrant population of

Indians, Pakistanis and Bangladeshis.

FTFT Finance has been in money remittance business since 2009 and

has over 500,000 customers.

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

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

well as marketing and promotions.

The management of FTFT Finance are currently engaged in talks with

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

It is regulated by UK Financial Conduct

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

FTFT Finance was incorporated in 2009 and is a

pioneer in the UK for money remittance services.

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

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

FTFT Finance is headquartered

in the UK and it has a trade name of FTFT Pay.

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

of the world.

FTFT Finance is a financial platform that enables

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

cost, transparent exchange rate and without any hidden charges.

We believe our customers and their diverse backgrounds that has helped

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

Remittance service is a highly saturated market

in the United Kingdom and there are many companies that offer remittance services.

FTFT Finance has an edge over companies like wise in

many different ways, for example, FTFT Finance offers competitive rates for its services and does not charge customer fees for remittance

to Pakistan as it receives its rebate from local banks.

This approach provides gives us an advantage over our competitors.

According to the Office for National Statistics, the UK economy grew

by 0.1% for the year of 2023, and GDP per capita fell by 0.6% for the year of 2023, and the slow-down of UK economy directly cause the

decline in the amount and frequency of remittance business which also negatively impacted our business.

Also, the exchange rate fluctuation

in 2023 is relatively large, which significantly reduced our income.

Competition and our Competitive Advantages

E-Commerce Market in China

The e-commerce industry in China is intensely

Our competitors include all major e-commerce companies in China, and other internet companies that engage in social e-commerce

We anticipate that the e-commerce industry will

continually evolve and will continue to experience rapid technological change, evolving industry standards, shifting customer requirements,

and frequent innovation.

We must continually innovate to remain competitive.

We have a unique real-name based blockchain e-commerce

shopping platform that integrates blockchain, internet technology and distinguishes itself through its eCAAS platform which is a part

of 3.15 China Responsible Brand Program run by the Anti-Counterfeiting Committee of China Foundation of Consumer Protection.

utilizes technologies that read the authenticated signatures of the companies and Anti- Counterfeiting Committee on the products that

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

We work closely

with Anti-Counterfeiting Committee of the China Foundation of Consumer Protection which is the first and only organization that is approved

by China’s Ministry of Civil Affairs that specializes in anti- counterfeiting in China.

Asset Management Market in Hong Kong

21 unchanged sentences

(4) Maintain close and stable relationship with

NTAM has established a close and stable

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

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

NTAM believes its market reputation and

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

NTAM has established a close and stable business

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

provide customized advisory and asset management services to the customers.

NTAM believes its market reputation and existing customers’

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

Brokerage and Investment Banking Services

The online brokerage market is highly competitive

and rapidly evolving.

Our primary competitors include online brokers and other firms providing brokerage services.

Nevertheless,

we believe that our diverse product offerings, advanced technology infrastructure, efficient trade execution, top quality customer services

and competitive pricing together make us one of the top performers in this market.

Although some of our competitors may have greater

financial resources or a larger customer base than we do, we believe that our proprietary trading platform, comprehensive customer services,

innovative products and services, unparalleled user experience, robust infrastructure and advanced technology, and strong brand recognition

are powerful competitive strengths in the fast-evolving online brokerage market.

Supply Chain Finance Market in China

9 unchanged sentences

At present, our customers are

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

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

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

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

(3) Standardization of financing process and

8 unchanged sentences

Money Transfer Market in UK

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

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

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

Remittance service is a highly saturated market

in the United Kingdom.

There are many companies that offer remittance services as our competitors, such as Ace Money Transfer, Wise (formerly

known as Transfer Wise), Remitly and Remit World.

FTFT Finance has an edge over companies like

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

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

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

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

This approach provides gives us an advantage over our competitors.

Industry and Principal Markets

E-Commerce Market in China

According to emarketer data, the global e-commerce

market is expected to reach US$5.5 trillion in 2022.

China is leading the global e-commerce market, with online sales of nearly $4.61

trillion in 2022, accounting for half of the total global e-commerce market.

The United States, which ranks second in the world, is expected

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

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

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

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

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

Asset Management Market in Hong Kong

According to a report by Research Office Information

Services Division Legislative Council Secretariat on April 30, 2021, asset management is an important pillar for Hong Kong as an international

financial center.

While Hong Kong serves as the gateway for overseas investors to invest in the mainland China, it also serves as the

gateway for the mainland investors to invest in overseas markets at the same time.

This has contributed to the rapid development of the

asset management industry in Hong Kong.

According to the latest available information, asset management accounted for 1.0% of Hong Kong’s

Gross Domestic Product in 2017.

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

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

Over the same period,

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

The thriving development of the sector is also

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

According to the Census and Statistics Department of Hong Kong,

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

According to a survey

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

the industry, licensed corporations (e.g.

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

was followed by registered institutions (i.e.

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

Supply Chain Finance Market in China

Supply chain finance has become an important

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

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

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

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

The market participants in supply chain finance

business in China are diversified, among which supply chain management service companies, internet financial platforms and business sections

of commercial banks have a total market share of nearly 60%, according to the 2021 China Supply Chain Finance Market Forecast and Investment

Strategy Planning Analyst Report by Qianzhan Industry Research Institute.

Since 2021, the performance of bulk commodities

has been particularly strong.

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

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

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

Commodity supply chain is an important part of

modern economic system.

The development of China’s bulk commodity supply chain is conducive to the optimal allocation of bulk commodity

resources and further enhance China’s competitiveness and voice in the global bulk commodity market.

In recent years, thanks to good economic development

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

The scale of supply chain financial

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

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

With the recovery of the

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

The rapid development

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

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

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

By 2027, the market size of China’s supply

chain finance industry will reach RMB 42.9 trillion.

(According to the Overview Survey and Development Strategy

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

The Chinese government has regarded the

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

The Guideline

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

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

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

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

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

Money Transfer Market in UK

In the Year 2022, the total UK Remittance Market

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

It is also estimate that

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

Expats living in the United Kingdom often send

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

The UK has a large migrant population of Indians,

Pakistanis and Bangladeshis.

Marketing and Sales

Due to the lack of new

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

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

The eCAAS platform is entrusted by the

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

its 3.15 China Responsible Brand Program.

Anti-Counterfeiting

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

After acceptance, these companies are

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

The companies can also use sales

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

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

to provide sales agent services on the platform.

We market our supply chain financing services

to large state-owned or controlled enterprises and public company, with a focus on energy and metal industries.

Our supply chain finance

business has established a high-quality team that fully understands our strategy and market situation and is sensitive to market changes

to find target customers and expand our business.

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

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

to large state-owned or controlled enterprises and public company, with a focus on energy, construction and metal industries.

chain finance business has established a high-quality team that fully understands our strategy and market situation and is sensitive

to market changes to find target customers and expand our business.

Based on standardized operation, our team has established a good

reputation in the cooperation with existing customers, and to reach out to their respective upstream and downstream business partners

to expand our business scope.

NTAM has multidimensional flexible layout for

18 unchanged sentences

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

FTFT Finance has been in money remittance business since 2009 and

has over 500,000 customers.

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

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

transactions as well as marketing and promotions.

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

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

FTFT International Securities and Futures Ltd.

(“FTFT Securities”), founded in 2010, is a HKSFC approved and licensed corporation (Central Number:

ATR(516)) and holds type

1 , type 2 and type 4 activities licenses.

FTFT Securities is also a Hong Kong stock exchange participant and strictly follows the securities

and futures regulations to provide customers with safe and reliable securities trading services.

FTFT Securities is committed to build a financial

services platform that is in line with the customers’ business philosophy, and to provide customers with safe, efficient, convenient

investment experience.

Along with NTAM, it relies FTFT’s diversified business system, to provide customers with asset management,

wealth management, securities brokerage and investment banking services, with a full range and one-stop financial services and solutions.

At present, the main business of the FTFT Securities

Hong Kong stock brokerage business, equity capital market business (ECM) and debt capital market business (DCM).

In the future, the

company will combine its own business advantages with the group, deeply cultivate overseas market, and provide more comprehensive and

cutting-edge financial services for global customers.

According to the Office for National Statistics,

the UK economy grew by 0.1% for the year of 2023, and GDP per capita fell by 0.6% for the year of 2023, and the slow-down of UK economy

directly cause the decline in the amount and frequency of remittance business which also negatively impacted our business.

Also, the exchange

rate fluctuation in 2023 is relatively large, which significantly reduced our income.

Government Regulations

10 unchanged sentences

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

Regulations Relating to E-Commerce

On March 15, 2021, the SAMR promulgated

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

Under the Measures

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

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

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

and accept supervision from all sectors of the society.

Online transaction platform operators should require business operators that

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

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

such information at least once every six months.

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

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

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

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

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

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

In March 2016, the State Administration of Taxation,

or the SAT, the Ministry of Finance, or the MOF, and the General Administration of Customs jointly issued the Circular on Tax Policy

for Cross-Border E-Commerce Retail Imports, which took effect in April 2016.

Pursuant to this circular, goods imported through the cross-border

e-commerce retail are subject to tariff, import value-added tax, and consumption tax based on the types of goods.

Individuals purchasing

any goods imported through cross-border e-commerce retail are taxpayers, and e-commerce companies, companies operating e-commerce transaction

platforms or logistic companies are required to withhold the taxes.

On August 31, 2018, the Standing Committee

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

The E-Commerce

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

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

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

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

The e-commerce

platform operators shall also prepare a contingency plan for cybersecurity events and take technological measures and other measures

to prevent online illegal and criminal activities.

The E-Commerce Law also expressly requires platform operators to take necessary

actions to ensure fair dealing on their platforms to safeguard the legitimate rights and interests of consumers, including to

prepare platform service agreements and transaction information record-keeping and transaction rules, to prominently display such

documents on the platform’s website, and to keep such information for no fewer than three years following the completion of a

To legally handle intellectual property infringement disputes, upon receipt of the notice specifying preliminary

evidence for alleged infringement, the platform operators are required to take necessary measures in a timely manner, such as

deleting, blocking and disconnecting the hyperlinks, terminating transactions and services, and forwarding notices to merchants on

its platform.

If an e-commerce platform operator fails to take necessary measures when it knows or should have known that a merchant

on the platform infringes any third-party intellectual property rights, products or services provided by a merchant on its platform

do not meet the requirements regarding personal or property safety, or any merchant otherwise impairs the lawful rights and

interests of consumers, the e-commerce platform operator will be held jointly liable with the merchants on its platform.

Moreover, the E-Commerce Law imposes a requirement

on operators of e-commerce platforms to assist in tax collection with respect to income generated by sellers from transactions conducted

on e-commerce platforms, including among others, submitting to the tax authority information on the identities of sellers on e-commerce

platforms and other information relating to tax payment.

Failure to comply with the requirement may result in operators of e-commerce

platform being subject to fines and, in severe circumstances, suspension of business operations of e-commerce platforms.

If the merchants

on our platform were deemed to be selling our products on consignment basis, the PRC tax authorities may require our members to make

tax registration and request our assistance in these efforts, pursuant to the new E-Commerce Law, and the merchants may be subject to

more stringent tax compliance requirements.

See “Risk Factors— Failure to comply with the relatively new E-Commerce Law

may have a material adverse impact on our business, financial conditions and results of operations .” According to the EIT Law,

the VAT Law and other applicable regulations, sellers that conduct transactions on e-commerce platforms are generally subject to enterprise

income tax at a rate of 25%, and value-added tax at a rate of 13% or 9% for services or products sold on the e-commerce platforms.

sellers that are deemed as small taxpayers under PRC law are subject to reduced value-added tax at a rate of 3%.

Trial Administrative Measures of Overseas Securities

Offering and Listing by Domestic Enterprises

On February 17, 2023, the CSRC released the Trial

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

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

The New Overseas Listing Rules require Chinese domestic enterprises

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

The required filing

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

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

of issuers already listed overseas.

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

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

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

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

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

Furthermore, upon the occurrence

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

exchange, the issuer shall submit a report thereof to the CSRC within 3 working days after the occurrence and public disclosure of the

Trial Administrative Measures of Overseas

Securities Offering and Listing by Domestic Enterprises

On February 17, 2023, the CSRC released New Overseas

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

The New Overseas Listing Rules require Chinese

domestic enterprises to complete filings with CSRC and report related information under certain circumstances, such as:

making an application for initial public offering and listing in an overseas market;

b) an issuer making an overseas securities offering

after having been listed on an overseas market;

c) a domestic company seeking an overseas direct or indirect listing of its assets through

single or multiple acquisition(s), share swap, transfer of shares or other means.

According to the Notice on Arrangements for Overseas

Securities Offering and Listing by Domestic Enterprises, published by the CSRC on February 17, 2023, a company that (i) has already completed

overseas listing or (ii) has already obtained the approval for the offering or listing from overseas securities regulators or exchanges

but has not completed such offering or listing before effective date of the new rules and also completes the offering or listing before

September 30, 2023 are considered as an existing listed company and is not required to make any filing until it conducts a new offering

in the future.

Furthermore, upon the occurrence of any of the material events specified below after an issuer has completed its offering

and listed its securities on an overseas stock exchange, the issuer shall submit a report thereof to the CSRC within 3 business days

after the occurrence and public disclosure of the event:

(i) change of control;

(ii) investigations or sanctions imposed by overseas securities regulatory agencies or other competent authorities;

(ii) investigations or sanctions imposed by overseas

securities regulatory agencies or other competent authorities;

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

or (iv) voluntary or mandatory delisting.

Value-Added Telecommunication Business Operating Licenses

The PRC Telecommunications Regulations, or the

Telecom Regulations, which were issued by the State Council in 2000 and were most recently amended in February 2016 are the primary governing

law on telecommunication services.

The Telecom Regulations set out the general framework for the provision of telecommunication services

by PRC entities.

Under the Telecom Regulations, telecommunications service providers are required to procure operating licenses prior

to their commencement of operations.

The Telecom Regulations draw a distinction between “basic telecommunications services”

and “value-added telecommunications services.” A “Catalog of Telecommunications Business” was issued as an attachment

to the Telecom Regulations to categorize telecommunications services as basic or value-added.

In December 2015, MIIT released the Catalog

of Telecommunication Business (2015 Revision), or the 2015 Telecom Catalog, implemented in March 2016.

Under the 2015 Telecom Catalog,

both the online data processing and transaction processing business (i.e., operating e-commerce business) and information service business,

continue to be categorized as value-added telecommunication services.

In March 2009, MIIT issued the Administrative

Measures for Telecommunications Business Operating Permit, or the Telecom Permit Measures, which was implemented in 2009 and most recently

amended in 2017.

Pursuant to the Telecom Permit Measures, the operation scope of the value-added telecommunication business operating

license, or VATS license, shall detail the permitted activities of the enterprise to which it is granted.

An approved telecommunication

services operator shall conduct its business in accordance with the specifications recorded on its VATS License.

The VATS Licenses can

be further categorized based on the specific business operations permitted to be carried out under such licenses, including among others,

the VATS Licenses for internet information services, or the ICP License, and the VATS License for electronic data interchange business,

or the EDI License.

In addition, a VATS License holder is required to obtain approval from the original permit-issuing authority prior

to any change to its shareholders, business scope or other information recorded on such license.

In February 2015, the State Council

issued the Decisions on Cancelling and Adjusting a Batch of Administrative Approval Items, which, among other things, replaced the pre-registration

approval requirement for telecommunications businesses with a post-registration approval requirement.

In September 2000, the State Council promulgated

the Administrative Measures on Internet Information Services, or the Internet Measures, most recently amended in January 2011.

the Internet Measures, “internet information services” refer to the provision of information through the internet to online

users, and are divided into “commercial internet information services” and “non-commercial internet information services”.

Commercial internet information services operators shall obtain an ICP License, from the relevant government authorities within China.

E-commerce (Tianjin), the VIE, holds our VATS License for our Value-Added Telecommunication businesses.

Regulations Relating to Internet Information Security and Privacy Protection

Internet information in China is regulated from a

national security standpoint.

The National People’s Congress, or the NPC, enacted the Decisions on Preserving Internet Security

in December 2000 and amended in August 2009, which subject violators to potential criminal punishment in China for any attempt to:

gain improper entry into a computer or system of strategic importance;

(ii) disseminate politically disruptive information;

state secrets;

(iv) spread false commercial information;

or (v) infringe intellectual property rights.

The Ministry of Public Security

of the PRC, or the MPS, promulgated the Administrative Measures for the Computer Information Network and Internet Security Protection

in December 1998 and amended in January 2011, which prohibits use of the internet in ways which, among other things, result in a leak

of state secrets or a spread of socially destabilizing content.

If an internet information service provider violates these measures, the

MPS and its local branches may issue a warning, confiscate the illegal gains, impose fines, and, in severe cases, advise competent authority

to revoke its operating license or shut down its websites.

Under the Several Provisions on Regulating the Market

Order of Internet Information Services, issued by the MIIT in December 2011 and implemented in March 2012, an internet information service

provider may not collect any user personal information or provide any such information to third parties without the consent of the user.

An internet information service provider must expressly inform the users of the method, content and purpose of the collection and processing

of such user personal information and may only collect such information necessary for the provision of its services.

An internet information

service provider is also required to properly maintain the user’s personal information, and in case of any leak or likely leak of

the user’s personal information, the internet information service provider must take immediate remedial measures and, in severe

circumstances, immediately report to the telecommunications authority.

Moreover, pursuant to the Ninth Amendment to the Criminal Law issued

by Standing Committee of the National People’s Congress (the “SCNPC”) in August 2015 and implemented in November 2015,

any internet service provider that fails to fulfill the obligations related to internet information security administration as required

by applicable laws and refuses to rectify such failure upon orders, shall be subject to criminal penalty for the result of (i) any dissemination

of illegal information in large scale;

(ii) any severe effect due to the leakage of the client’s information;

(iii) any serious

loss of criminal evidence;

or (iv) other severe situation.

Any individual or entity that (i) sells or provides personal information to

others in a way violating the applicable law, or (ii) steals or illegally obtains any personal information, shall be subject to criminal

penalty in severe situation.

In addition, the Interpretations of the Supreme People’s Court and the Supreme People’s Procuratorate

of the PRC on Several Issues Concerning the Application of Law in Handling Criminal Cases of Infringing Personal Information, issued in

May 2017 and implemented in June 2017, clarified certain standards for the conviction and sentencing of the criminals in relation to personal

information infringement.

In November 2016, the SCNPC promulgated the Cyber

Security Law of the PRC, or the Cyber Security Law, which became effective on June 1, 2017.

The Cyber Security Law requires that a network

operator, which includes, among other things, internet information services providers, take technical measures and other necessary measures

in accordance with applicable laws and regulations and the compulsory requirements of the national and industrial standards to safeguard

the safe and stable operation of its networks.

We are subject to such requirements as we are operating websites and mobile applications

and providing certain internet services mainly through our mobile applications.

The Cyber Security Law further requires internet information

service providers to formulate contingency plans for network security incidents, report to the competent departments immediately upon

the occurrence of any incident endangering cyber security and take corresponding remedial measures.

Internet information service providers are also required to maintain the

integrity, confidentiality and availability of network data.

The Cyber Security Law reaffirms the basic principles and requirements specified

in other existing laws and regulations on personal data protection, such as the requirements on the collection, use, processing, storage

and disclosure of personal data, and internet information service providers being required to take technical and other necessary measures

to ensure the security of the personal information they have collected and prevent the personal information from being divulged, damaged

Any violation of the Cyber Security Law may subject the internet information service provider to warnings, fines, confiscation

of illegal gains, revocation of licenses, cancellation of filings, shutdown of websites or criminal liabilities.

Furthermore, MIIT’s Rules on Protection

of Personal Information of Telecommunications and Internet Users promulgated in July 2013, effective September 2013, contain detailed

requirements on the use and collection of personal information as well as security measures required to be taken by telecommunications

business operators and internet information service providers.

voluntary or mandatory delisting.

The New Overseas Listing Rules stipulate the legal consequences to the companies for breaches,

including failure to fulfill filing obligations or filing documents having false statement or misleading information or material omissions,

which may result in a fine ranging from RMB1 million to RMB10 million, and in cases of severe violations, the relevant responsible persons

may also be barred from entering the securities market.

Regulations Relating to Pledged Assets and Rights in PRC

28 unchanged sentences

authority does not conduct substantive examination of the registered contents.

Regulations Relating to Intellectual Property in the PRC

The Trademark Law of the PRC was promulgated

in August 2013, which took effect in May 2014 (the “Trademark Law”), and was revised in 2019, and its implementation rules

protect registered trademarks.

The Trademark Office of National Intellectual Property Administration, PRC, formerly the PRC Trademark

Office of the State Administration of Market Regulation, is responsible for the registration and administration of trademarks throughout

The Trademark Law has adopted a “first-to-file” principle with respect to trademark registration.

Registered trademarks

are granted a valid term of ten years, which can be renewed each time for another ten years commencing from the day after the expiry

date of the last period of validity if the required renewal formalities have been completed.

Pursuant to the PRC Trademark Law, counterfeit

or unauthorized production of the label of another person’s registered trademark, or sale of any label that is counterfeited or

produced without authorization will be deemed as an infringement to the exclusive right to use a registered trademark.

The infringing

party will be ordered to stop the infringement immediately, a fine may be imposed, and the counterfeit goods will be confiscated.

infringing party may also be held liable for the right holder’s damages, which will be equal to the gains obtained by the infringing

party or the losses suffered by the right holder as a result of the infringement, including reasonable expenses incurred by the right

holder for stopping the infringement.

Regulations Relating

to Asset Management in Hong Kong.

to Asset Management and Securities Services in Hong Kong.

The Securities and Futures

19 unchanged sentences

of Hong Kong, include the following:

licenses to those who are appropriately qualified and can demonstrate their fitness and properness

to be licensed under the HKSFO;

maintain online a public register of licensed persons and registered

corporations;

monitor the ongoing compliance of licensing requirements by licensees,

substantial shareholders of licensed corporations, and directors of licensed corporations;

initiate policies on licensing issues.

grant licenses to those

who are appropriately qualified and can demonstrate their fitness and properness to be licensed under the HKSFO;

maintain online a public

monitor the ongoing compliance

of licensing requirements by licensees, substantial shareholders of licensed corporations, and directors of licensed corporations;

initiate policies on licensing

The HKSFC operates a

3 unchanged sentences

155) of Hong Kong) and is:

carrying on a business in a regulated activity (or holding out as carrying

on a regulated activity), or

actively marketing, whether in Hong Kong or from a place outside Hong

Kong, to the public such services it provides, would constitute a regulatory activity if provided in Hong Kong,

carrying on a business

in a regulated activity (or holding out as carrying on a regulated activity), or

actively marketing, whether

in Hong Kong or from a place outside Hong Kong, to the public such services it provides, would constitute a regulatory activity if

provided in Hong Kong,

must be licensed by

34 unchanged sentences

As of the date of this

annual report, our subsidiary NTAM is licensed under the HKSFO to conduct the following regulated activities:

Type of Regulated Activities

Nice Talent Asset Management Limited (“NTAM”) (1)

annual report, our subsidiary NTAM and FTFT Securities are licensed under the HKSFO to conduct the following regulated activities:

of Regulated Activities

Nice Talent Asset Management

Limited (“NTAM”) (1)

Type 4 and Type 9

The following conditions are currently imposed on the HKSFC license

The licensee shall only provide services to professional investors.

The term “professional investor” is as defined in the HKSFO and its subsidiary legislation.

The licensee shall not hold client assets.

The terms “hold”

and “client assets” are as defined under the HKSFO.

FTFT International Securities and Futures Ltd.

(“FTFT Securities”)

Type 1, Type 2 and Type 4

The following conditions

are currently imposed on the HKSFC license of NTAM:

The licensee shall only

provide services to professional investors.

The term “professional investor” is as defined in the HKSFO and its subsidiary

The licensee shall not

hold client assets.

The terms “hold” and “client assets” are as defined under the HKSFO.

Licensed Corporation

8 unchanged sentences

“Guidelines on Competence”;

“the Code of Conduct for Persons Licensed by or Registered with

the Securities and Futures Commission,” or the Code of Conduct;

“the Management, Supervision and Internal Control Guidelines

for Persons Licensed by or Registered with the HKSFC”;

“Corporate Finance Adviser Code of Conduct”;

“Fund Manager Code of Conduct.”

“the Code of Conduct

for Persons Licensed by or Registered with the Securities and Futures Commission,” or the Code of Conduct;

“the Management,

Supervision and Internal Control Guidelines for Persons Licensed by or Registered with the HKSFC”;

“Corporate Finance

Adviser Code of Conduct”;

“Fund Manager Code

Responsible Officers

21 unchanged sentences

key business lines;

operational control and review;

operational control and

risk management;

1 unchanged sentence

information technology;

anti-money laundering and counter-terrorist financing.

anti-money laundering and

counter-terrorist financing.

The management structure

11 unchanged sentences

financial status or solvency;

educational or other qualifications or experience having regard to

the nature of the functions to be performed;

ability to carry on the regulated activity concerned competently, honestly,

reputation, character, reliability, and financial integrity of the

applicant and other relevant persons as appropriate.

educational or other qualifications

or experience having regard to the nature of the functions to be performed;

ability to carry on the

regulated activity concerned competently, honestly, and fairly;

reputation, character,

reliability, and financial integrity of the applicant and other relevant persons as appropriate.

The above fit and proper

5 unchanged sentences

apply to a number of persons including the following:

an individual who applies for license or is licensed under Part V of

a licensed representative who applies for approval or is approved as

a responsible officer under Part V of the HKSFO;

a corporation which applies for license or is licensed under Part V

of the HKSFO;

an authorized financial institution which applies for registration

or is registered under Part V of the HKSFO;

an individual whose name is to be or is entered in the register maintained

by the Hong Kong Monetary Authority under section 20 of the Banking Ordinance (Cap.

an individual who applies

for license or is licensed under Part V of the HKSFO;

a licensed representative

who applies for approval or is approved as a responsible officer under Part V of the HKSFO;

a corporation which applies

for license or is licensed under Part V of the HKSFO;

an authorized financial

institution which applies for registration or is registered under Part V of the HKSFO;

an individual whose name

is to be or is entered in the register maintained by the Hong Kong Monetary Authority under section 20 of the Banking Ordinance (Cap.

155) of Hong Kong;

an individual who applies to be or has been given consent to act as

an executive director of a registered institution under section 71C of the Banking Ordinance (Cap.

an individual who applies

to be or has been given consent to act as an executive director of a registered institution under section 71C of the Banking Ordinance

155 of Hong Kong).

Section 129(2)

of the HKSFO empowers the HKSFC to take into consideration any of the following in considering whether a person is fit and proper:

decisions made by such relevant authorities as stated in section 129(2)(a)

of the HKSFO or any other authority or regulatory organization, whether in Hong Kong or elsewhere, in respect of that person;

in the case of a corporation, any information relating to:

any other corporation within the group of companies;

any substantial shareholder or officer of the corporation or of any

of its group companies;

in the case of a corporation licensed under section 116 or 117 of the

HKSFO or registered under section 119 of the HKSFO or an application for such license or registration:

any information relating to any other person who will be acting for

or on its behalf in relation to the regulated activity;

whether the person has established effective internal control procedures

and risk management systems to ensure its compliance with all applicable regulatory requirements under any of the relevant provisions;

in the case of a corporation licensed under section 116 or section

117 of the HKSFO or an application for the license, any information relating to any person who is or to be employed by, or associated

with, the person for the purposes of the regulated activity;

the state of affairs of any other business which the person carries

on or proposes to carry on.

Section 129(2) of the HKSFO empowers the HKSFC to take

into consideration any of the following in considering whether a person is fit and proper:

decisions made by such

relevant authorities as stated in section 129(2)(a) of the HKSFO or any other authority or regulatory organization, whether in Hong

Kong or elsewhere, in respect of that person;

in the case of a corporation,

any information relating to:

any other corporation within

the group of companies;

any substantial shareholder

or officer of the corporation or of any of its group companies;

in the case of a corporation

licensed under section 116 or 117 of the HKSFO or registered under section 119 of the HKSFO or an application for such license or

registration:

any information relating

to any other person who will be acting for or on its behalf in relation to the regulated activity;

whether the person has

established effective internal control procedures and risk management systems to ensure its compliance with all applicable regulatory

requirements under any of the relevant provisions;

in the case of a corporation

licensed under section 116 or section 117 of the HKSFO or an application for the license, any information relating to any person

who is or to be employed by, or associated with, the person for the purposes of the regulated activity;

the state of affairs of

any other business which the person carries on or proposes to carry on.

The HKSFC is obliged

9 unchanged sentences

of the key continuing obligations of the licensed corporations within the Group under the HKSFO:

maintenance of minimum paid-up share capital and liquid capital,

and submission of financial returns to the HKSFC in accordance with the requirements under the Securities and Futures (Financial

Resources) Rules (as discussed in more detail below);

maintenance of segregated account(s), and custody and handling of client

securities in accordance with the requirements under the Securities and Futures (Client Securities) Rules (Chapter 571H of the Laws

maintenance of minimum paid-up share

capital and liquid capital, and submission of financial returns to the HKSFC in accordance with the requirements under the Securities

and Futures (Financial Resources) Rules (as discussed in more detail below);

maintenance of segregated

account(s), and custody and handling of client securities in accordance with the requirements under the Securities and Futures (Client

Securities) Rules (Chapter 571H of the Laws of Hong Kong);

maintenance of segregated

account(s), and holding and payment of client money in accordance with the requirements under the Securities and Futures (Client

Money) Rules (Chapter 571I of the Laws of Hong Kong);

maintenance of proper records

in accordance with the requirements prescribed under the Securities and Futures (Keeping of Records) Rules (Chapter 571O of the Laws

of Hong Kong);

maintenance of segregated account(s), and holding and payment of client

money in accordance with the requirements under the Securities and Futures (Client Money) Rules (Chapter 571I of the Laws of Hong

maintenance of proper records in accordance with the requirements prescribed

under the Securities and Futures (Keeping of Records) Rules (Chapter 571O of the Laws of Hong Kong);

maintenance of insurance against specific risks for specified amounts

in accordance with the requirements under the Securities and Futures (Insurance) Rules (Chapter 571AI of the Laws of Hong Kong);

payment of annual fees and submission of annual returns to the HKSFC

within one month after each anniversary date of the license;

implementation of appropriate policies and procedures relating to client

acceptance, client due diligence, record keeping, identification, and reporting of suspicious transactions and staff screening, education,

and training in accordance with the requirements under the Guideline on Anti-Money Laundering and Counter-Terrorist Financing issued

by the HKSFC;

maintenance of insurance

against specific risks for specified amounts in accordance with the requirements under the Securities and Futures (Insurance) Rules

(Chapter 571AI of the Laws of Hong Kong);

payment of annual fees

and submission of annual returns to the HKSFC within one month after each anniversary date of the license;

implementation of appropriate

policies and procedures relating to client acceptance, client due diligence, record keeping, identification, and reporting of suspicious

transactions and staff screening, education, and training in accordance with the requirements under the Guideline on Anti-Money Laundering

and Counter-Terrorist Financing issued by the HKSFC;

Obligation for substantial shareholders

1 unchanged sentence

to a corporation, be regarded as a substantial shareholder of the corporation if he, either alone or with any of his associates—

has an interest in shares in the corporation—

the aggregate number of which shares is equal to more than 10% of the

total number of issued shares of the corporation;

which entitles the person, either alone or with any of his associates

and either directly or indirectly, to exercise or control the exercise of more than 10% of the voting power at general meetings of

the corporation;

holds shares in any other corporation which entitles him, either alone

or with any of his associates and either directly or indirectly, to exercise or control the exercise of 35% or more of the voting

power at general meetings of the other corporation, or of a further corporation, which is itself entitled, either alone or with any

of its associates and either directly or indirectly, to exercise or control the exercise of more than 10% of the voting power at

general meetings of the corporation.

has an interest in shares

in the corporation—

the aggregate number of

which shares is equal to more than 10% of the total number of issued shares of the corporation;

which entitles the person,

either alone or with any of his associates and either directly or indirectly, to exercise or control the exercise of more than 10%

of the voting power at general meetings of the corporation;

holds shares in any other

corporation which entitles him, either alone or with any of his associates and either directly or indirectly, to exercise or control

the exercise of 35% or more of the voting power at general meetings of the other corporation, or of a further corporation, which

is itself entitled, either alone or with any of its associates and either directly or indirectly, to exercise or control the exercise

of more than 10% of the voting power at general meetings of the corporation.

A person shall be regarded

15 unchanged sentences

Supervision by the HKSFC

HKSFC supervises licensed

corporations and intermediaries operating in the market.

HKSFC conducts on-site inspections and off-site monitoring

to ascertain and supervise intermediaries’ business conduct and compliance with relevant regulatory requirements and to assess

and monitor the financial soundness of intermediaries.

HKSFC supervises licensed corporations

and intermediaries operating in the market.

HKSFC conducts on-site inspections and off-site monitoring to ascertain

and supervise intermediaries’ business conduct and compliance with relevant regulatory requirements and to assess and monitor the

financial soundness of intermediaries.

Disciplinary Power of the HKSFC

5 unchanged sentences

revocation or suspension of a license or a registration;

revocation or suspension of part of a license or registration in relation

to any of the regulated activities for which a regulated person is licensed or registered;

revocation or suspension of part of a license or registration in relation to any of the regulated activities for which a regulated person is licensed or registered;

revocation or suspension of the approval granted to a responsible officer;

public or private reprimand on a regulated person;

prohibition of a regulated person from applying to be licensed or registered

or to be approved as a responsible officer;

prohibition of a regulated person from applying to be given consent

to act or continue to act as an executive officer of a registered institution;

prohibition of a regulated person from re-entry to be licensed

or registered;

pecuniary penalty of not exceeding the amount of HK$10 million

or three times the amount of the profit gained or loss avoided as a result of the misconduct.

Regulations Relating

to Money Transfer in UK.

prohibition of a regulated person from applying to be licensed or registered or to be approved as a responsible officer;

prohibition of a regulated person from applying to be given consent to act or continue to act as an executive officer of a registered institution;

prohibition of a regulated person from re-entry to be licensed or registered;

pecuniary penalty of not exceeding the amount of HK$10 million or three times the amount of the profit gained or loss avoided as a result of the misconduct.

Relating to Money Transfer in UK.

The Financial Conduct Authority (FCA) - The FCA

4 unchanged sentences

in the Payment Services Regulations 2017 (PSR 2017) and the Electronic Money Regulations 2011 (EMR).

Her Majesty’s Revenue and Customs (HMRC) - HMRC

is responsible for supervising money transfer business that are not authorized by the FCA but are required to register with HMRC for anti-money

laundering purposes.

HMRC sets out the regulatory requirements for money transfer business in the Money Laundering Regulations 2017 (MLR

Her Majesty’s Revenue and Customs (HMRC)

- HMRC is responsible for supervising money transfer business that are not authorized by the FCA but are required to register with HMRC

for anti-money laundering purposes.

HMRC sets out the regulatory requirements for money transfer business in the Money Laundering Regulations

2017 (MLR 2017).

While the FCA and HMRC are the main regulators

3 unchanged sentences

regulations from the Financial Conduct Authority or HM Revenue & Customs.

Hong Kong Regulations Relating to Securities

and Futures Brokerage Providers FTFT Securities is a licensed corporation of the Securities and Futures Commission of Hong Kong

(“SFC”) holding Type 1 (“Dealing in Securities”), Type 2 (“Dealing in Futures Contracts”), Type

4 (“Advising on Securities”) licenses.

The Securities and Futures Ordinance (“SFO”), including its

subsidiary legislation, is the principal legislation regulating the securities and futures industry in Hong Kong.

In particular,

Part V of the SFO deals with licensing and registration matters.

The SFO is administered by SFC which is an independent statutory

body in Hong Kong set up to regulate the securities and futures markets and the non-bank leveraged foreign exchange market in Hong

In addition, the Companies (Winding Up and Miscellaneous

Provisions) Ordinance including its subsidiary legislation provides that SFC is responsible for authorizing the registration of prospectuses

for offerings of shares and debentures in Hong Kong and/or granting exemptions from strict compliance with the provisions in the Hong

Kong Companies (Winding Up and Miscellaneous Provisions) Ordinance.

The SFO provides that SFC is also responsible for authorizing certain

securities (including the relevant offering documents) that are not shares or debentures.

The Hong Kong securities and futures industry

(with respect to listed instruments) is also governed by the rules and regulations introduced and administered by the Hong Kong Stock

Exchange and the Hong Kong Futures Exchange (jointly as “HKEX”).

Intellectual Property Regulations in China

The MIIT promulgated the Measures on Administration

14 unchanged sentences

Where registration is sought for

a trademark that is identical or similar to another trademark which has already been registered or given preliminary examination and

approval for use in the same or similar category of commodities or services, such application for registration of this trademark may

a trademark that is identical or similar to another trademark which has already been registered or given preliminary examination and approval

for use in the same or similar category of commodities or services, such application for registration of this trademark may be rejected.

Trademark registrations are effective for a renewable ten-year period, unless otherwise revoked.

16 unchanged sentences

owners shall have in software developed by them, regardless of whether it has been published.

In accordance with the Measures for the Registration

of Computer Software Copyright promulgated by the National Copyright Administration on April 6, 1992 and last amended on February 20,

2002, software copyrights, exclusive licensing contracts for software copyrights and software copyright transfer contracts shall be registered,

and the National Copyright Administration shall be the competent authority for the administration of software copyright registration

and designates the Copyright Protection Center of China as a software registration authority.

The Copyright Protection Center of China

shall grant a registration certification to a computer software copyright applicant who complies with regulations.

Under the Copyright

Law, the term of protection for copyrighted software is 50 years.

Intellectual Property

accordance with the Measures for the Registration of Computer Software Copyright promulgated by the National Copyright Administration

on April 6, 1992 and last amended on February 20, 2002, software copyrights, exclusive licensing contracts for software copyrights and

software copyright transfer contracts shall be registered, and the National Copyright Administration shall be the competent authority

for the administration of software copyright registration and designates the Copyright Protection Center of China as a software registration

The Copyright Protection Center of China shall grant a registration certification to a computer software copyright applicant

who complies with regulations.

Under the Copyright Law, the term of protection for copyrighted software is 50 years.

The Company currently

2 unchanged sentences

globalkey.vip, globalkey.shop, globalkey.store, digipay.net.cn, digipay.ltd, globalkey.net.cn, globalkey.cc, globalkey.top, ftft.top,

ftftex.com, ftft.com, ftftbank.com, mftftpay.com, inuteam.com,ftftx.com,ftftcapital.com,ftftorbit.com,ftftdigitalcapital.com.

Domain names are owned by the subsidiaries of the Company.

ftftex.com, ftft.com, ftftbank.com, mftftpay.com, inuteam.com,ftftx.com,ftftcapital.com,ftftorbit.com,ftftdigitalcapital.com, alpahkint.com.

All these Domain names are owned by the subsidiaries of the Company.

The Company owns copyrights

30 unchanged sentences

We also recognize the importance of keeping our employees

In response to the COVID-19 pandemic, we implemented changes that we determined were in the best interest of our employees and

have followed local government orders to prevent the spread of COVID-19.

As of December 31, 2022, we had 80 full-time

employees and 25 part-time employees, among which 49 are located in the PRC, 19 are located in Hong Kong, 12 are located in the

United States, 10 are located in United Kingdom and 9 are located in Dubai and 6 are located in Paraguay.

None of our employees are

covered by a collective bargaining agreement as of the date of this Report.

We consider our relationships with our employees to be

In response to the COVID-19 pandemic, we implemented changes that we determined were in the best interest of our employees and have

followed local government orders to prevent the spread of COVID-19.

As of December 31, 2023, we had 66 full-time employees

and 3 part-time employees, among which 25 are located in the PRC, 32 are located in Hong Kong, 2 are located in the United States, 7 are

located in United Kingdom and 2 are located in Dubai and 1 is located in Paraguay.

None of our employees are covered by a collective bargaining

agreement as of the date of this Report.

We consider our relationships with our employees to be good.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business