What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2024-04-16 compared with 2023-04-19 · 409 added, 506 removed, 186 unchanged (83% of the section changed)

9 unchanged sentences

under the heading “Risk Factors.”

Future FinTech is a holding company incorporated under the laws of

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

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

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

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

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

to investors.

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

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

Due to drastically

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

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

services and technology business.

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

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

The Company is also

developing cryptocurrency mining and cryptocurrency market data services.

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 this structure involves unique risks to investors.

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

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

Due to drastically increased

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

distribution to 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 Company had 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.

On August 6, 2021, the Company completed acquisition

1 unchanged sentence

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:

NTAM is licensed under the Securities and Futures Commission of Hong

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

Advising on Securities and Type 9:

Asset Management.

In December 2021, FTFT Capital Investments, LLC

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

trading information from a large number of cryptocurrency exchanges.

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

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

The FTFTX app is free to download

on Google Play and the Apple Store.

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

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

This status grants FTFT UK Limited the ability

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

In March 2022, FTFT UK Limited received has received

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

Authority (FCA), a UK regulator.

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

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

On April 18, 2022, the

8 unchanged sentences

on July 28, 2022.

On September 29, 2022, FTFT UK Limited

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

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

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

Khyber Money Exchange Ltd.

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

or over the phone.

On September 29, 2022, FTFT UK Limited completed

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

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

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

Khyber Money Exchange Ltd.

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

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

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

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.

Exchange Ltd.

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

closing of the transaction.

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

to FTFT Finance UK Limited.

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

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

(the “Company”)

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

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

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

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

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

Alpha SZ provides technical support services

We are a holding company incorporated in Florida

and we are not a Chinese operating company.

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

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

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

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

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

added telecom/e-commerce business.

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

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

or worthless.

See “Risk Factors— If the PRC government deems that the contractual arrangements in relation to the

consolidated variable interest entity do not comply with PRC regulatory restrictions on foreign investment in the relevant industries,

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

be forced to relinquish our interests in those operations.”

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 Commission.

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.

The names of the two entities

were subsequently changed to ‘FTFT International Securities and Futures Limited’ and ‘FTFT Information Services (Shenzhen)

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”).

As a result of the Amendment,

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

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

(the “Reverse Stock Split”).

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

The Company rounds up to the next full

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

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

that would otherwise have resulted from the Reverse Stock Split.

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

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

The amendment to the Articles of Incorporation of the Company

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

The Reverse Stock Split and Amendment were authorized and approved by the

Board of Directors of the Company without shareholders’ approval, pursuant to 607.10025 of the Florida Business Corporation Act

of the State of Florida.

The Company 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.

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 on a U.S.

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.

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

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

foreign stock exchange.

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

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

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

As of the date of this report,

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

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

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

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

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

will be denied or rescinded.

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

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

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

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

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

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

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

affect our current corporate structure and business operations.

Chain Cloud Mall is

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

The CCM shared shopping

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

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

The Company started

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

The cross-border

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

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

through the platform.

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

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

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

These restrictions made the promotion

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

members for its online e-commerce platforms.

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

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

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

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

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

The Company currently has ten directly controlled

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 currently has nine directly controlled

subsidiaries:

1 unchanged sentence

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

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

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

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

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

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

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

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

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

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

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

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

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

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

On February 27, 2020, SkyPeople

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

(the “Buyer”),

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

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

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

SkyPeople BVI had no operational assets

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

CCM Shopping Mall

Due to the lack of new member subscriptions caused

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

based platform to a sale agent based eCAAS platform.

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

Responsible Brand Program.

Anti-Counterfeiting Committee will review and

accept the companies to join its Responsible Brand Program.

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

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

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

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

Any new sales agent must be recommended by existing

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

Coal and Aluminum Ingots Supply Chain Financing

Service and Trading

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

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

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

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

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

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

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

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

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

(the “Buyer”), an unrelated

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

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

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

SkyPeople BVI had no operational assets or business

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

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.

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scale and improves the industrial value.

Through our supply chain service ability and

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

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

process of commodity circulation.

We focus on bulk coal and aluminum ingots and

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

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

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

and other innovative financing methods to obtain sufficient funds.

We sign purchase and sale agreements with suppliers and buyers.

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

of aluminum ingots to us in certain warehouses.

Through our supply chain service ability and customer

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

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

commodity circulation.

We focus on bulk 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 and lower margin for the transaction.

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

The Company’s revenues are substantially

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

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

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.

the customers and suppliers that have good credit and reputation.

Asset Management,

NTAM engages assets management and advisory services.

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

of the clients.

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

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

NTAM offers diversified asset management portfolio for professional

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

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

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.

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

NTAM offers diversified asset management portfolio for professional investors.

Assets of NTAM’s clients are held

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

to manage the clients’ assets.

NTAM mainly engages in following asset management services for its

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When NTAM manages clients’ investment portfolio

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

good credit rating and asset liability ratio.

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

with the same maturity and credit rating.

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

credit rating and asset liability ratio.

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

the same maturity and credit rating.

(3) Precious metals and currencies investment

NTAM also manages clients’ investment portfolio

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

offshore Chinese yuan.

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

Chinese yuan.

Precious metals include gold, platinum and silver.

With research on the fundamentals of market supply and demand

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

options and structured products.

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

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

structured products.

(4) Derivative Investment

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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.

As of December 31, 2023, NTAM has

approximately US$346 million assets under its management.

Money Transfer Business

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was acquired by FTFT UK in September 2022.

It is regulated by UK Financial Conduct Authority

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

FTFT Finance was incorporated in 2009 and is a pioneer in

the UK for money remittance services.

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

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

FTFT Finance is headquartered in the UK

and it has a trade name of FTFT Pay.

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

and become a global name in money remittance services.

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

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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.

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.

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

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

FTFT Finance has an edge over companies like wise

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

its rebate from local banks is Free of Cost.

approach provides gives us an advantage over our competitors.

In the Year 2022, the total UK Remittance

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

Headwinds of World Bank in November 2022.

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

to the UK remittance statistics from Finder.com.

Expats living in the United Kingdom often send

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

The UK has a large migrant population of Indians,

Pakistanis and Bangladeshis.

FTFT Finance has been in money remittance business

since 2009 and has over 500,000 customers.

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

out to new customers.

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

transactions as well as marketing and promotions.

The management of FTFT Finance are currently engaged

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

Money Exchange brand.

Recent Developments Related to the COVID-19

In December 2019, a

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

On March 11, 2020, the World Health

Organization characterized the outbreak as a “pandemic”.

In early 2020, Chinese government took emergency measures to

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

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

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

Our offices in China were closed

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

The quarantines, travel restrictions, and the temporary

closure of office buildings have materially negatively impacted our business.

Our suppliers were negatively affected, and could continue

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

Our customers

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

may materially adversely impact our revenue.

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

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

as well as our financial condition and operating results.

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

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

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

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

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

In December 2022,

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

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

The Company’s promotion strategy of CCM Shopping Mall previously

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

Chinese government put a restriction on large

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

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

Due to the lack of new subscribers, in June

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

Also, since the second quarter of

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

chain financing services.

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 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.

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 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 down its operations in November 2023 and completed deregistration and dissolution of the VIE with local authority

on March 7, 2024.

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.

Discontinued Operations

On September 18, 2019, SkyPeople Foods Holdings

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

a company incorporated in the British Virgin Islands.

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

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

Holdings Co., Ltd.

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

(the “Sale Transaction”).

The Sale Transaction was closed on February 27, 2020.

In accordance with ASC Topic 205, Presentation

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

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

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

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

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

There was no income or loss from HeDeTang HK from January

1, 2020 to the close of Sale Transaction.

On March 11, 2020, the Company’s Board

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

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

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

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

operating results from these operations as a discontinued operation.

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

completed the

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

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

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

and close the operation of

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

On July 27, 2020, Skypeople Foods

Holdings Limited was dissolved;

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

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

subsidiary of the Company entered into an Equity Transfer Agreement with Xi’an Yishengkang Information Technology, Ltd.

Yishengkang”), an unrelated third party, pursuant to which CCM Tianjin agreed to sell 90% of total issued and outstanding capital

stock of in Hedetang Farm Products Trading Markets (Mei county) Co., Ltd.

that it owns to Xi’an Yishengkang for RMB9,000 (approximately

On the same date, CCM Logistics entered into another Equity Transfer Agreement with an individual and unrelated third party,

Liyuan Ying, pursuant to which CCM Tianjin agreed to sell 10% of total issued and outstanding capital stock of in Hedetang Farm Products

Trading Markets (Mei county) Co., Ltd.

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

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

was dissolved and deregistered.

On August 2, 2021, the Company sold Guangchengji

(Guangdong) Industrial Co., Ltd.

to an unrelated third party.

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

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

Management Co.

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

Limited was dissolved and deregistered.

On June 27, 2022, Chain Cloud Mall Logistics Center

(Shaanxi) Co., Limited was dissolved and deregistered.

On June 16, 2023, QR (HK) Limited was dissolved

and deregistered.

On December 5, 2023, FTFT PARAGUAY S.A.

was dissolved.

On March 7, 2024, E-Commerce Tianjin was dissolved

and deregistered.

Segment Information Reclassification

The Company’s businesses mainly are CCM

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

The Company’s businesses mainly are Supply

Chain Financing and Trading Services and Asset Management Services.

Use of Estimates

11 unchanged sentences

Fair Value of Financial Instruments

On January 1, 2009, the Company adopted FASB

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

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

ASC 820 does not require

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

the source of the information.

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

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

basis (at least annually).

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

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

On January 1, 2009, the Company adopted FASB Accounting

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

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

ASC 820 does not require any new

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

of the information.

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

liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually).

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

the effective date has been delayed by one year.

ASC 820 establishes a three-level valuation hierarchy

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to determine if it is acting as principal or agent.

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

to a customer.

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

Historically, the Company has not had any returned products.

8 unchanged sentences

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

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

Translation adjustments are reported separately

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

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

Translation adjustments are reported separately and accumulated

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

Other comprehensive income for the years ended

24 unchanged sentences

industrial changes.

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

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

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

net undiscounted cash flows to be generated by the assets.

If such assets are considered to be impaired,

8 unchanged sentences

December 31, 2023 and 2022

The following table presents our consolidated

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

CCM Shopping Mall Membership

Coal and Aluminum Ingots Supply Chain Financing/Trading

The following table presents our consolidated revenues for our main

products and services for the fiscal years 2023 and 2022, respectively, (in thousands):

Supply Chain Financing/Trading

Asset management service

Revenue decreased from $25.05 million in 2021

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

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

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

The Company has transformed its business model

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

Due to COVID-19 related restriction and slow-down

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

Revenues from coal and aluminum ingots supply chain financing service

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

The COVID-19 outbreak

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

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

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

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

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

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

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

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

Revenue increased from $23.88 million in 2022

to $34.86 million in 2023, increase of $10.98million or 46%.

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

from sand and steel supply chain financing and trading business as Chinese government eased strict control measures for COVID-19 at the

end of 2022 and business and transportation have resumed to normal in early 2023 while there were many lockdowns in 2022.

Asset management service decreased by $0.75 million

from $13.63 million for the year ended December 31, 2022 to $12.88 million in the same period of 2023, which mainly due to that clients

are cautious on investing stock and other investments during market conditions in the 2023, which has reduced our revenue in asset

management fees.

Other revenues increased from $0.14 million for the year ended December

31, 2022 to $1.21 million for the same period of 2023, mainly due to the increased cryptocurrency mining service fee to approximately

$0.21 million in 2023 from $0.05 million in 2022 and the debt recovery consulting service fee of approximately $0.63 million as well as

US dollar bond service income from new acquisitions business during the year ended December 31, 2023 which we did not have such income

(in thousands)

CCM Shopping Mall Membership

Coal and Aluminum Ingots Supply Chain Financing/Trading

Supply Chain Financing/Trading

Asset management service

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

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

higher gross margin.

Overall gross profit deceased from approximately

$5.4 million in 2022 to approximately $4.9 million in 2023, mainly due to decrease of gross profit from asset management service business

as the slow-down in capital market and tough competition in Hong Kong in 2023, which was partially offset by increase of other gross profit,

mainly due to new consulting and US dollar bond services as well as increased gross profit for crypto mining service business in 2023

comparing to 2022.

Overall gross margin as a percentage of revenue was 14.02% for the year ended 2023, a decrease of 8.57% compared to

22.59% for the same period of last fiscal year, mainly due to more revenues from the supply chain financing and trading service business

which had a lower gross margin comparing to asset management service.

Operating Expenses

5 unchanged sentences

Selling expenses

Bad debt provision

(Recovery) Provision of doubtful debts

Impairment Loss

Total operating expenses

General and administrative expenses increased

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

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

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

Selling expenses increased by $0.44 million to

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

Stock compensation expense was $1.28 million during the year ended

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

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

Stock compensation expense was decreased 76.68% from $5.49

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

The Company recorded $0.91 million of impairment

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

(Hainan) Co., Ltd.

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

various types of investment portfolios.

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

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

recession worldwide.

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

General and administrative expenses decreased

by $2.71 million, or 19.18%, from $14.17 million to $11.45 million for the year ended 2023, compared to the same period of last fiscal

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

and certain training and consulting fees for the acquired and newly established companies during the year ended December 31, 2023.

Stock compensation expense increased by $2.18

million during the year ended 2023, compared to the same period of last fiscal year as the Compensation Committee of the Board of Directors

(the “Board”) of the Company granted more shares of common stock of the Company to certain officers and employees in 2023

which had more value than the shares we granted to the officers, employees and director of the Company in 2022.

Selling expenses decreased by $0.2 million to

$0.6 million in 2023 as compared to $0.8 million in 2022, the decrease in selling expenses was mainly due to decrease in selling expenses

from our supply chain business.

The Company recorded $14.16 millions of impairment

loss in the year ended December 31, 2023 relating to short term investment and goodwill impairment for NTAM, UK finance and Alpha HK &Alpha

Loss from Operations

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

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

Loss from operations increased by $7.61

million to $24.42 million for 2023 from $16.81 million for 2022, mainly due to increase in impairment loss and decrease of gross

Noncontrolling Interests

Shaanxi Chunlv Ecological Agriculture Co., Ltd.

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

deregistered on June 27, 2022.

Shaanxi Chunlv Ecological Agriculture Co.,

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

dissolved and deregistered on June 27, 2022.

Nature Worldwide Resources Ltd.

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

holds 40% interest in DCON DigiPay Limited (“DCON

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

Aspenwood Capital Partner

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

Yaohua Dai holds

20% equity interest of Future Fintech Digital Capital.

Aspenwood Capital Partner Limited holds 9.52%, Lau kwai Chun holds 9.05%, Cheung Hiu Tung holds 1.9% and Choi Tsz Leung holds 2.38%

of equity interest of NATM.

Yaohua Dai holds 20% equity interest of Future Fintech Digital Capital.

Loss per Share

Basic and diluted loss per share from continuing

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

Basic and diluted loss per

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

$0.04 and $0.04 for fiscal year 2021 respectively.

Basic and diluted loss per share from continuing operations were $2.31

and $2.31 in fiscal 2023, as compared to $0.93 and $0.93 in fiscal 2022, respectively.

Basic and diluted loss per share attributable to

discontinued operations was $0.03 and $0.03 for fiscal year 2023 as compared to basic and diluted income per share $0.02 and $0.02 for

fiscal year 2022 respectively.

Liquidity and Capital Resources

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

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

The decrease in cash, cash equivalents was mainly

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

to the same period of 2021.

As of December 31, 2023, we had cash and cash

equivalents of $19.03 million, a decrease of $10.63 million, from $29.66 million as of December 31, 2022.

The decrease in cash, cash equivalents

was mainly due the loss in operations and the impairment of goodwill for the year ended December 31, 2023 comparing to the same period

Our working capital has historically been generated

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

Our working capital was $46.42 million as

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

In 2022, net cash used in our operating activities

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

The decrease in net cash used by operating

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

In 2022, net cash used in our investing activities

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

Our working capital was $36.76 million as of

December 31, 2023, a decrease of $9.93 million from $46.69 million as of December 31, 2022, mainly due to a decrease in current assets.

In 2023, net cash used in our operating activities was $17.22 million

compared to net cash used in operating activities of $2.38 million in 2022.

The increase in net cash used by operating activities was

primarily due to an increase in impairment of goodwill during the year ended December 31, 2023.

In 2023, net cash provided in our investing activities

was $8.04 million compared to net cash used in operating activities of $14.19 million in 2022 mainly due to acquisition of a subsidiary

and repayment for loan receivable.

In 2022, cash provided by financing activities

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

The decrease in cash provided

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

Off-Balance Sheet Arrangements

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

In 2023, cash used by financing activities was negative $1.82 million

as compared to cash used in financing activities positive $0.25 million in 2022.

The increase in cash used by financing activities was

mainly due to financing from the issuance of convertible note.

Off-Balance Sheet Arrangements

ITEM 7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT

As of December 31, 2023, we did not have any off-balance

sheet arrangements.

ITEM 7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET

Not applicable.

6 unchanged sentences

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What changed 10-K

Item 7. Management’s Discussion and Analysis