What changed in this filing

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Item 9A. Controls and Procedures

2024-04-16 compared with 2023-04-19 · 1642 added, 1601 removed, 1043 unchanged (76% of the section changed)

2 unchanged sentences

Our management, with the participation of our

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

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

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

15d-15(e) of the Exchange Act, as of December 31, 2023.

The term “disclosure controls and procedures”

3 unchanged sentences

Disclosure controls and procedures include, without

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

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

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

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

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

Management recognizes that

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

Management recognizes that any

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

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

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

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

We have weakness of controls over i) loans to third

ii) identify the related party transaction;

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

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

GAAP and SEC reporting requirements.

Based on that evaluation, our CEO and CFO concluded

that our disclosure controls and procedures were effective as of December 31, 2023, due to a material weakness in our internal control

over financial reporting., we currently training our staff with the appropriate level of knowledge, experience and training in U.S.

and SEC reporting requirements.

Management’s Report on Internal Controls

9 unchanged sentences

includes those policies and procedures that:

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

and fairly reflect the transactions and dispositions of our assets;

provide reasonable assurance that transactions are recorded as necessary

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

GAAP, and that receipts and expenditures are being made only

in accordance with authorizations of our management and directors;

provide reasonable assurance regarding prevention or timely detection

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

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

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

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

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have

a material effect on the financial statements.

Because of its inherent limitations, internal

11 unchanged sentences

We have taken, and

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

are taking, certain actions to remediate the material weakness related to our lack of U.S.

GAAP and SEC reporting experience.

2 unchanged sentences

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

We will engage an internal control consultant to improve our internal

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

We are also planning

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

The Company continues to make efforts to implementing

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

We also engaged an internal

control consulting firm in July 2023 to review, test and improve our internal accounting controls and internal control over financial

We have adopted and are implementing policies, procedures and practices recommended in the report of the consultant and have

arranged training of internal control for our employees and management on disclosure controls and procedures.

We believe the measures

described above will remediate the material weakness.

The Company continues to make efforts to implementing its existing and newly adopted

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

Changes to Internal Control over Financial

16 unchanged sentences

and/or Executive Officer

Yongke Xue (1)

Shanchun Huang (1)

Chief Executive Officer (“CEO”) and Director

Chief Executive Officer (“CEO”), President and Director

Chief Financial Officer (“CFO”)

7 unchanged sentences

Vice President and Director

On September 2, 2016, Mr.

Yongke Xue resigned from his position as

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

Yongke Xue was appointed CEO on December 24,

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

On January 5, 2018, Mr.

Yongke Xue was reappointed as the Company’s

CEO, effective on January 31, 2018.

On March 4, 2020.

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

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

Yongke Xue was appointed as President of the Company on

June 23, 2021.

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

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

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

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

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

Huang was also appointed as President on December 4, 2023 to fill the vacancy caused by the death of Mr.

Yongke Xue on November 24, 2023.

Ming Yi was appointed as

CFO of the Company on November 30, 2020.

Peng Lei was appointed as the COO of the Company on July 28, 2023.

Member of the audit committee and compensation committee.

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

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

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

Company on December 23, 2014.

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

Company on July 15, 2020.

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

Johnson Lau was appointed a member of the Board of Directors of the Company on December 23, 2014.

Mingjie Zhao was appointed a member of the Board of Directors of the Company on July 15, 2020.

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

Yongke Xue, President

Yongke Xue served as a member of the Board

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

2008 to September 2, 2016.

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

Xue also served

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

Yongke Xue served

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

from December 2005 to February 2020.

Xue graduated from Xi’an

Jiaotong University with an MBA in 2000.

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

National University of Defense Technology in July 1989.

Shanchun Huang, Chief Executive officer and Director of the Board

Shanchun Huang has served as the Chief Executive

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

Since April 2021, Mr.

Huang has served as the Chairman of the Board

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

Huang served as

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

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

management and consulting services for non-securities related business, from August 2004 to March 2020.

From May 2001 to June 2004, Mr.

Huang was the vice president of Zhejiang Geely Holding Group Corporation, a global automobile company headquartered in Hangzhou, China.

Huang graduated from Hefei Staff University of Science and Technology in July 1986, majoring in news collection and editing.

Board believes that Mr.

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

Huang, Chief Executive officer, President and Director of the Board

Shanchun Huang has served as the Chief

Executive Officer of the Company and a member of the Board since March 4, 2020 and has served as the President of the Company since

December 4, 2023.

Huang has served as the Chairman of the Board of Directors of Mars

Acquisition Corp., a Cayman Islands exempted company incorporated as a blank check company (Nasdaq:MARX) from April 2021 to February 6, 2024.

Huang served as the

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

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

investment management and consulting services for non-securities related business, from August 2004 to March 2020.

From May 2001 to

June 2004, Mr.

Huang was the vice president of Zhejiang Geely Holding Group Corporation, a global automobile company headquartered

in Hangzhou, China.

Huang graduated from Hefei Staff University of Science and Technology in July 1986, majoring in news

collection and editing.

The Board believes that Mr.

Huang’s significant experience in investment and management will be an

asset to the Company and the Board .

Ming Yi, Chief Financial Officer

2 unchanged sentences

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

Yi has served as an independent director

of Hudson Capital Inc.

served as an independent director of Hudson Capital Inc.

HUSN) since March 31, 2020.

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

2018 to July 2019.

Yi was the Chief Financial Officer

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

From June 2011 to August 2018, Mr.

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

known as China Bio-Energy Corp).

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

Yi was the Chief Financial Officer and a board member

of Wave Sync Corp.

(formerly known as China Bio-Energy Corp).

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

Certified Public Accountants Co.

Form July 2007 to August 2010, Mr.

Yi was a senior auditor at Ernst & Young.

Yi received his Bachelor of Science degree

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

Finance from Victory University, Australia in 2006.

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

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

Yi is a Certified Public Accountant in Australia .

Yang Liu, Chief Operating Officer

On November 16, 2020, the Company appointed Mr.

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

Since April 2021, Mr.

Liu has served as an independent

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

Liu served as Chairman

and Chief Executive Officer of Color Star Technology Co.

CSCW) from March 2019 to July 2020.

Liu served as President

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

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

From June 2008 to November 2015, Mr.

Liu served as

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

Liu holds a Bachelor of Science degree

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

from New Mexico State University.

Peng Lei, Chief Operating Officer

On July 28, 2023, the Company appointed Mr.

Lei as the Chief Operating Officer (“COO”) of the Company.

Peng Lei has served as general manager of

Future Commercial Management Co., Ltd., a wholly owned subsidiary of the Company since July 2022.

From July 2019 to July 2022, Mr.

served as the general manager of Xi’an Dingtaiheng Supply Chain Management Co., Ltd.

and Ningbo Tielin Supply Chain Management Co., Ltd.

From March 2014 to July 2019, Mr.

Lei served as a director and general manager of Changan Parking Investment Management (Shanghai) Co.,

From April 2010 to March 2014, Mr.

Lei was the manager of Xi’an Zhonglou Sub-branch of Shanghai Pudong Development Bank.

received his Ph.D.

degree and master’s degree in finance from the School of Economics and Finance of Xi’an Jiaotong University in

September 2011 and July 2009, respectively.

Lei received his bachelor’s degree in international finance from the School of Management

of Xi’an Jiaotong University in July 1999.

Fuyou Li , Director and Chairman of the Board

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He has taught international

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

The Board believes his qualifications, professional background

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

finance as a professor at Xi’an Jiaotong University from 2000 to July 2023.

The Board believes his qualifications, professional

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

Johnson Lau , Director

3 unchanged sentences

the Compensation Committee of the Board.

Lau is the Chief Financial Officer of Beauty

Express Group Holdings Limited (“Beauty Express”), a private company in Hong Kong since April 2021.

Lau is a Certified

Public Accountant of the Hong Kong Institute of Certified Public Accountants and CPA Australia.

Lau has over 20 years of experience

in the accounting profession.

Lau started his career in Deloitte in Hong Kong and Beijing from 1997 to 2004.

Prior to joining Beauty

Express in 2021, Mr.

Lau worked in various public and private companies in the United States, England and Hong Kong as Director of Finance

and CFO for over fifteen years.

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

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

HAIK), from December 2006 to March 2009.

Lau subsequently

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

retired as a non-executive director in January 2010.

is the Chief Financial Officer of Beauty Express Group Holdings Limited (“Beauty Express”), a private company in Hong Kong

since April 2021.

Lau is a Certified Public Accountant of the Hong Kong Institute of Certified Public Accountants and CPA Australia.

Lau has over 20 years of experience in the accounting profession.

Lau started his career in Deloitte in Hong Kong and Beijing

from 1997 to 2004.

Prior to joining Beauty Express in 2021, Mr.

Lau worked in various public and private companies in the United States,

England and Hong Kong as Director of Finance and CFO for over fifteen years.

Lau was the chief financial officer and was subsequently

an executive director of Haike Chemical Group Limited, a company listed on the London Stock Exchange (LSE code:

HAIK), from December 2006

to March 2009.

Lau subsequently resigned as chief financial officer and was redesignated as a non-executive director of Haike Chemical

Group Limited in March 2009 and retired as a non-executive director in January 2010.

From April 2009, Mr.

Lau was employed by Auto China International Limited, a company

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

AUTCF) as chief financial officer.

He was redesignated

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

From June 2010 to January 2013, Mr.

Lau was an independent

director of Lizhan Environmental Corporation.

Lau was the chief financial officer of SGOCO Group, Ltd.

SGOC) from July 2013

to June 2015.

Lau was the chief financial officer of China Golden Classic Group Limited (HKEX:

Lau was employed by Auto China

International Limited, a company listed on the NASDAQ Capital Market and subsequently quoted on the OTC Markets (OTC:

AUTCF) as chief

financial officer.

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

From June 2010

to January 2013, Mr.

Lau was an independent director of Lizhan Environmental Corporation.

Lau was the chief financial officer of Troops,

TROO, formerly known as SGOCO Group Ltd.) from July 2013 to June 2015.

Lau was the chief financial officer of China

Golden Classic Group Limited (HKEX:

8281.HK) from July 2015 to July 2018.

Lau was the chief financial officer of Dafy Holdings Limited (HKEX:

Lau was the chief financial officer of Dafy Holdings Limited

1826.HK) from August 2018 to October 2019.

Lau was the chief

financial officer of a Hong Kong incorporated private company from November 2019 to February 2021.

He was an independent non-executive

director of Winshine Science Company Limited (HKEX:

209.HK) from October 2017 to April 2019.

Lau holds a bachelor’s degree in commerce

from Monash University, Australia.

The Board believes that Mr.

Lau’s extensive knowledge and experience in accounting and his public

company experience is important to the Company’s internal controls and financial reporting and its status as a US publicly traded

Lau was the chief financial officer of a Hong Kong incorporated private company

from November 2019 to February 2021.

He was an independent non-executive director of Winshine Science Company Limited (HKEX:

October 2017 to April 2019.

Lau holds a bachelor’s degree in commerce from Monash University, Australia.

The Board believes

Lau’s extensive knowledge and experience in accounting and his public company experience is important to the Company’s

internal controls and financial reporting and its status as a US publicly traded company.

Mingjie Zhao, Director

Mingjie Zhao was appointed as a member of

the Board and Chairman of the Compensation Committee and a member of Audit Committee of the Board on July 15, 2020.

Zhao has served

as a director of New York Hua Yang, Inc.

Zhao was appointed as a member of the Board and Chairman of the Compensation Committee and a member of Audit Committee of the Board on

July 15, 2020.

Zhao has served as a director of New York Hua Yang, Inc.

since April 2018.

From July 2016 to March 2018, Mr.

Zhao served as Chief Executive Officer of

TD Holdings, Inc.

as Chief Executive Officer of TD Holdings, Inc.

(formerly known as China Commercial Credit Inc.

Zhao was the Chief Operating Officer and

a director of New York Hua Yang, Inc.

Chief Operating Officer and a director of New York Hua Yang, Inc.

from September 2011 to July 2016.

Zhao obtained his Master of Business Administration degree

from University of Bridgeport in Connecticut in May 2003 and his Bachelor of Science degree from China Eastern Normal University in Shanghai,

China in July 1985.

Zhao obtained his Master of Business

Administration degree from University of Bridgeport in Connecticut in May 2003 and his Bachelor of Science degree from China Eastern Normal

University in Shanghai, China in July 1985.

The Board believes that Mr.

Zhao’s experience and extensive knowledge in management and public company is essential

to the Company.

Zhao’s experience and extensive knowledge in management

and public company is essential to the Compan y.

Ying Li, Director and Vice President

Ying Li was appointed as a member of the

Board on June 23, 2021 and she has served as a director of Alpha International Securities (HONG KONG) Limited since September 9, 2020

Ying Li was appointed as

a member of the Board on June 23, 2021 and she has served as a director of Alpha International Securities (HONG KONG) Limited since September

9, 2020 and as a director of Alpha International Financial Holdings Limited since February 5, 2020.

Li has served as the vice president of

the Company and a director of Future FinTech (Hong Kong) Limited, a wholly owned subsidiary of the Company since July 2016.

2011 to December 2019, Ms.

The Company acquired FTFT International

Securities and Futures Limited in November 2023 and changed its name to FTFT International

Securities and Futures Limited.

Li has served as the vice president of the Company and a director

of Future FinTech (Hong Kong) Limited, a wholly owned subsidiary of the Company since July 2016.

From October 2011 to December 2019, Ms.

Li served as the secretary of the Board of the Company.

Li received her bachelor’s degree in English

from Xi’an International Studies University in July 2010.

Li received her bachelor’s degree in English from Xi’an International

Studies University in July 2010.

The Board believes that Ms.

Li’s extensive business and operational

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

Li’s extensive business and operational knowledge of the Company qualifies

her as a member of the Board.

All of our directors and officers reside outside

of the United States, except for Mr.

Yang Liu, Mingjie Zhao and Ying Li.

Yongke Xu, Mr.

Mingjie Zhao and Ying Li.

Peng Lei, Mr.

Ming Yi and Fuyou Li reside in China, Mr.

Shanchuan Huang resides in the U.K.

Shanchuan Huang

resides in the U.K.

Johnson Lau resides in Hong Kong.

12 unchanged sentences

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

Based solely on its review of copies of such

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

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

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

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

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

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

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

Yongke Xue, president of the Company, did not

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

Based solely on its review of copies of such forms received by the

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

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

31, 2023, except for the following:

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

200,000 shares on December 23, 2023 until January 2, 2024;

Peng Lei, Chief Operating Officer (“COO”) of the Company, did

not file Form 3 for appointed as COO of the Company and Form 4 for the grant of stock award for 40,000 shares on December 23, 2023 until

April 5, 2024;

Zeyao Xue, a 10% more shareholder did not file Form 4 for three transactions that occurred on August 3, 2023 and

December 11, 2024, respectively, until April 5, 2024.

Code of Ethics

5 unchanged sentences

Committees of the Company’s Board of Directors

The Board held 10 regularly scheduled and special

meetings during fiscal year 2022.

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

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

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

annual meeting.

The Board held 11 regularly scheduled and special meetings during fiscal

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

they served during the fiscal year.

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

All of our directors attended the December 5, 2023 shareholders annual meeting by tele-conference or in person.

2 unchanged sentences

Lau, Li and Zhao currently serve on the audit committee, which is chaired by Mr.

Each member of the audit committee

is “independent” as that term is defined in the rules of the SEC and within the meaning of such term as defined under the

rules of the NASDAQ Capital Market.

The Board has determined that each audit committee member has sufficient knowledge in financial and

auditing matters to serve on the audit committee.

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

members attended each of those meetings.

Each member of the audit

committee is “independent” as that term is defined in the rules of the SEC and within the meaning of such term as

defined under the rules of the NASDAQ Capital Market.

The Board has determined that each audit committee member has sufficient

knowledge in financial and auditing matters to serve on the audit committee.

The audit committee held 3 meetings during fiscal year

2023, and all audit committee members attended each of those meetings.

Our Board has determined that Mr.

Lau is an “audit committee financial expert,”

as defined under the applicable SEC rules.

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

website at http://www.ftft.com.

Lau is an “audit

committee financial expert,” as defined under the applicable SEC rules.

The audit committee has a written charter, which is

available on the Company’s website at http://www.ftft.com.

Management is responsible for the Company’s

9 unchanged sentences

Compensation Committee

On April 25, 2008, the Board formed a compensation

On April 25, 2008, the Board formed a compensation committee.

Lau, Li and Zhao currently serve on the compensation committee, which is chaired by Mr.

Each member of the compensation

committee is “independent” as that term is defined in the SEC rules and within the meaning of such term as defined under

the rules of the NASDAQ Capital Market, a “nonemployee director” for purposes of Section 16 of the Exchange Act.

No interlocking

relationship exists between the Board or the compensation committee and the Board or compensation committee of any other company, nor

has any interlocking relationship existed during the last fiscal year.

Each member of the compensation committee

is “independent” as that term is defined in the SEC rules and within the meaning of such term as defined under the rules of

the NASDAQ Capital Market, a “nonemployee director” for purposes of Section 16 of the Exchange Act.

No interlocking relationship

exists between the Board or the compensation committee and the Board or compensation committee of any other company, nor has any interlocking

relationship existed during the last fiscal year.

The compensation committee held 4 meetings during fiscal year 2023.

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

The compensation

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

Our Board has delegated to the compensation committee

12 unchanged sentences

Other Committees

The Board may on occasion establish other committees,

as it deems necessary or required.

The Board may on occasion establish other committees, as it deems necessary

We do not currently have a standing nominating committee, or a committee performing similar functions.

The full Board currently serves this function.

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

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

The Board will assess all candidates, whether submitted

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

There have been no material changes to the procedures

by which security holders may recommend nominees to the Board.

The full Board currently

serves this function.

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

committees can be adequately performed by the Board.

The independent directors of the Board will assess all candidates, whether submitted

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

Other than the Rule 14a-19 under

the Exchange Act, there have been no material changes to the procedures by which security holders may recommend nominees to the Board.

Board Leadership Structure

15 unchanged sentences

management, the nomination of directors.

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

leadership structure.

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

Compensation Committee Interlocks and Insider Participation

11 unchanged sentences

The key objectives of our executive compensation programs are to:

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

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

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

1 unchanged sentence

Stock Incentive Plans

On October 9, 2019, the Board of Directors of

the Company approved and adopted the Future FinTech Group Inc.

2019 Omnibus Equity Plan (the “2019 Equity Plan”), which was

approved by the shareholders of the Company on February 26, 2020.

The 2019 Equity Plan permits the grant of incentive stock options (“ISOs”),

nonqualified stock options (“NQSOs”), stock appreciation rights (“SARs”), restricted stock, unrestricted stock

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

The 2019 Equity Plan has

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

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

and director of the Company on December 28, 2020.

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

The Board of Directors of the Company approved

and adopted the Future FinTech Group Inc.

2020 Omnibus Equity Plan (the “2020 Equity Plan”) on October 27, 2020, which was

approved by the shareholders at the shareholders annual meeting on December 18, 2020.

The 2020 Equity Plan has a total of 5,000,000 shares

of Common Stock.

The Company grant the 1,953,000 shares under 2020 Equity Plan to sixteen officers and employees of the Company on July

12, 2021, including 500,000 shares to Shanchun Huang, Chief Executive Officer of the Company;

300,000 shares to Yongke Xue, President

of the Company;

20,000 shares to Ming Yi, Chief Financial Officer of the Company, and 40,000 shares to Yang Liu, Chief Operating Officer

of the Company.

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

Company and its subsidiaries, including:

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

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

As of December 31,

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

The Board of Directors of the Company approved and adopted the Future

FinTech Group Inc.

2020 Omnibus Equity Plan (the “2020 Equity Plan”) on October 27, 2020, which was approved by the shareholders

at the shareholders annual meeting on December 18, 2020.

The 2020 Equity Plan has a total of 5,000,000 shares of Common Stock.

grant the 1,953,000 shares under 2020 Equity Plan to sixteen officers and employees of the Company on July 12, 2021, including 500,000

shares to Shanchun Huang, Chief Executive Officer of the Company;

300,000 shares to Yongke Xue, President of the Company;

20,000 shares

to Ming Yi, Chief Financial Officer of the Company, and 40,000 shares to Yang Liu, Chief Operating Officer of the Company.

2022, the Company granted 3,047,000 shares under the 2020 Equity Plan, to six officers and employees of the Company and its subsidiaries,

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

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

As of December 31, 2022, no shares of stock available for

award under the 2020 Equity Plan.

(All the share numbers stated here are before the 1 for 5 reverse stock split effected in February 2023)

The Board of Directors of the Company approved and adopted the Future

FinTech Group Inc.

2023 Omnibus Equity Plan (the “2023 Equity Plan”) on October 12, 2023, which was approved by the shareholders

at the shareholders annual meeting on December 5, 2023.

The 2023 Equity Plan has a total of 5,000,000 shares of Common Stock.

23, 2023 (the “Grant Date”), the Compensation Committee of the Board of Directors (the “Board”) of the Company

granted stock awards of 2,890,000 shares of common stock of the Company, pursuant to the Company’s 2023 Equity Plan, to sixteen

officers and employees of the Company and its subsidiaries (the “Grantees”), including:

200,000 shares to Shanchun Huang,

Chief Executive Officer and President of the Company, 40,000 shares to Peng Lei, Chief Operating Officer of the Company, and 30,000 shares

to Hoo Lee, Corporate Secretary of the Company (collectively, the “Grants”).

The Grants vested immediately on the Grant

Date and each of the Grantees also entered into an Unrestricted Stock Award Agreement with the Company on December 23, 2023.

of December 31, 2023, there were 2,110,000 shares authorized for issuance under stock incentive plans of the Company.

We believe that the future success of the Company

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Our executive compensation program is designed

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

of our goals, ideas and objectives.

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

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

This in turn aligns the interest of our

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

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

our goals, ideas and objectives.

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

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

This in turn aligns the interest of our executive

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

Determining Executive Compensation

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

The compensation

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

The compensation committee

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

Employment Agreements

We did not have an employment agreement with

Yongke Xue when he served as our CEO.

We did not have an employment agreement with our Mr.

Yongke Xue when

he served as our CEO.

On June 24, 2021, we entered into an Employment Agreement with Mr.

Xue upon his appointment

as the president of the Company.

Xue upon his appointment as the president of

The Employment Agreement has a term of one year and Mr.

Xue receives compensation in the amount of $1

We entered into an Employment Agreement with our

Shanchun Huang, on March 7, 2020 with a term of one year, which was renewed until March 7, 2024.

Huang receives compensation

in the amount of $1 per year.

On November 16, 2020, the Company entered into

an employment agreement with Mr.

Yang Liu as COO of the Company and the term of the agreement is for one (1) year, which has been renewed

until November 16, 2023.

Xue receives compensation in the amount of $1 per year, which was

renewed with the same terms in June 2022.

Yongke Xue passed away on November 24, 2023.

We entered into an Employment Agreement with our CEO, Mr.

Huang, on March 7, 2020 with a term of one year, which was renewed until March 7, 2024.

Huang receives compensation in the amount

of $1 per year.

On December 4, 2023, the Board of Directors of the Company appointed Mr.

Shanchun Huang, the Chief Executive Officer of

the Company, as the President of the Company to fill the vacancy caused by the death of Mr.

Yongke Xue on November 24, 2023.

1, 2024, the Company entered into an Employment Agreement (the “Agreement”) with Mr.

Shanchun Huang, the Company’s Chief

Financial Officer and President, for serving in such positions of the Company.

The Agreement has a term for one-year, subject to renewal.

Under the terms of the Agreement, Mr.

Huang will receive a salary of $15,250 per month before tax and will be eligible for an annual cash

bonus in the Board’s sole discretion.

On November 16, 2020,

the Company entered into an employment agreement with Mr.

Yang Liu as COO of the Company and the term of the agreement is for one (1)

year, which has been renewed until November 16, 2023.

The agreement provides that Mr.

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

On December 1, 2020, the Company entered into

an employment agreement with Mr.

Ming Yi as CFO of the Company and the term of the agreement is for one (1) year, which has been renewed

until December 1, 2023.

Liu receives compensation in the amount of $1 per

On July 27, 2023, Mr.

Yang Liu resigned from his position as the COO of the Company, effective on July 28, 2023.

2023, the Board of Directors of the Company appointed Mr.

Peng Lei as the COO of the Company.

In connection with his appointment as COO,

the Company entered into an employment agreement (the “Agreement”) with Mr.

Peng Lei on August 1, 2023.

The Agreement provides

Lei will receive compensation in the amount of $50,000 per year before tax and the term of the Agreement is for one (1) year.

On December 1, 2020, the Company entered into an employment agreement

Ming Yi as CFO of the Company and the term of the agreement is for one (1) year, which has been renewed until December 1, 2024.

The agreement provides that Mr.

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Summary Compensation of Named Executive Officers

Our executive officers do not receive any compensation

from the Company for also serving as directors of the Company.

The following table sets forth information concerning cash and non-cash

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

Our executive officers do not receive any compensation from the Company

for also serving as directors of the Company.

The following table sets forth information concerning cash and non-cash compensation paid

by the Company to our named executive officers for the years ended December 31, 2023 and 2022.

Name and Principal Position

Stock Awards ($)

Option Awards

Non-Equity Incentive Plan Compensation ($)

Non-Qualified Deferred Compensation Earnings ($)

All Other Compensation ($)

Incentive Plan

Non-Qualified

Yongke Xue (1)

Shanchun Huang (2)

On March 4, 2020, Mr.

Yongke Xue resigned as the CEO of

the Company and on June 23, 2021, Mr.

Xue was appointed as the president of the Company.

The compensation committee of the Board

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

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

On March 4, 2020, Mr.

Shanchun Huang was appointed as the CEO of the

March 4, 2020, Mr.

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

Xue was appointed as the president of the

The compensation committee of the Board granted him a stock award for 160,000 shares of common stock of the Company under 2020

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

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

Ming Yi as the CFO of the Company.

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

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

Equity Plan on July 12, 2022.

Yongke Xue passed away on November 24, 2023.

On March 4, 2020, Mr.

Shanchun Huang was appointed as the CEO of the Company.

The compensation committee of the Board granted him a stock award for 200,000 shares of common stock of the Company under 2023 Equity Plan on December 23, 2023 and a stock award for 160,000 shares of common stock of the Company under 2020 Equity Plan on July 12, 2022.

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

Yang Liu as the COO of the Company.

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

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

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

Xu as the COO of the Company.

Since February 2020, Mr.

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

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

The compensation

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

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

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

Ming Yi as the CFO of the Company.

The compensation committee of the Board granted him a stock award for 20,000 shares of common stock of the Company under 2020 Equity Plan on July 12, 2022.

February 28, 2019, the board of directors appointed Mr.

as the COO of the Company.

Since February 2020, Mr.

Yan has no longer served as the CTO

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

The compensation committee of the Board

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

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

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

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

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

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

The compensation committee

of the Board granted him a stock award for 100,000 shares of common stock of the Company under 2020 Equity Plan on July 12, 2022.

The compensation committee of the Board granted him a stock award for 109,400 shares of common stock of the Company under 2020 Equity Plan on July 12, 2022.

Peng Lei served as general manager of Future Commercial Management Co., Ltd., a wholly owned subsidiary of the Company since July 2022 and was appointed as COO of the Company on July 28, 2023.

On December 23, 2023, the compensation committee of the Board granted him a stock award of 40,000 shares of common stock of the Company under 2023 Equity Plan.

* All share granted

before January 31, 2023 have been retroactively restated to reflect Reverse Stock Split effected on February 1, 2023.

Outstanding Equity Awards at December 31, 2023

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cash and non-cash compensation paid by us to our directors during 2023.

Incentive Plan

Non-Qualified

Yongke Xue(1)

Shanchun Huang

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Mingjie Zhao (3)

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

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

On May 8, 2015, the Board appointed Mr.

Fuyou Li as a member of the

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

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

Before June 30, 2021, Mr.

Li was entitled

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

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

On June 23, 2021, the Board appointed Mr.

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

to $18,000 after June 30, 2021.

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

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

of the Board.

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

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

Fuyou Li as the Chairman of the Board and his annual compensation increased to $18,000 after June 30, 2021.

On December 23, 2014, the Board appointed Johnson Lau as a member of the Board of Directors of the Company and he currently serves as the Chairman of Audit Committee and a member of Compensation Committee of the Board.

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

On July 15, 2020, the Board appointed Mr.

Mingjie Zhao as a member

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

Zhao is entitled for $25,000

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

of audit committee.

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

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

ITEM 12 – SECURITY OWNERSHIP OF CERTAIN

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beneficial ownership of our capital stock as of April 12, 2024, by:

each shareholder or group of affiliated shareholders who

owns more than 5% of our outstanding capital stock;

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

each of our named executive officers;

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beneficially owned based on 19,985,410 shares of our Common Stock outstanding as of April 12, 2024.

On February 1, 2023, the Company effected

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

Beneficial ownership is determined in accordance

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

Unless otherwise indicated in the footnotes,

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

Unless otherwise indicated in the footnotes, the

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

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

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Directors and Named Executive Officers

Yongke Xue (1)

Shanchun Huang

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All 5% or Greater Shareholders

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

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

Each of Golden

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

Fortune Capital Limited, a British

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

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

by Yongke Xue.

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

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

Organic Food Holding.

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

The address of

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

ITEM 13 – CERTAIN RELATIONSHIPS AND

RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

(1) Including

3,322,757 shares directly owned by Mr.

Zeyao Xue and 330,093 shares indirectly and beneficially owned by Mr.

Zeyao Xue, which consists

of (i) 293,416 shares that are directly owned by Golden Dawn International Limited (“Golden Dawn”), a British Virgin

Islands company and (ii) 36,677 shares that are directly owned by China Tianren Organic Food Holding (“China Tianren”).

Zeyao Xue holds all of the issued and outstanding capital stock of Fancylight Limited, which is an indirect 100% owner of Golden Dawn

and China Tianren.

Zeyao Xue holds the beneficial ownership of shares owned by Golden Dawn and China Tianren.

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

ITEM 13 – CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

For details of related party transactions, see

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the rules of the NASDAQ Capital Market.

ITEM 14 – PRINCIPAL ACCOUNTING FEES

ITEM 14 – PRINCIPAL ACCOUNTING FEES AND

The following table shows the fees that we paid

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The amounts set forth opposite “Audit Fees”

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

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

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

Onestop Assurance provided professional

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

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

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

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

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

Onestop Assurance provided professional services

for the audit of our fiscal year 2022 financial statements and $280,000 was paid to Onestop Assurance for audit of our fiscal year 2022

financial statements and $78,350 was paid in 2023 for review annual report and Form S-8.

CPA provided professional services for the audit of our fiscal year 2023 financial statements and $312,000 was paid to Fortune CPA for

audit of our fiscal year 2023 financial statements.

The Board audit committee’s policy is to

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

Any proposed services not

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

pre-approval by the audit committee.

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

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

Any proposed services not qualifying

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

by the audit committee.

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

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

Our audit committee was established in April 2008.

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

services provided by our auditors in fiscal years 2023 were pre-approved by the audit committee.

Changes in Registrant’s Certified Accountant

On April 25, 2021, the Audit Committee of the

Board of Directors of Future FinTech Group, Inc.

(the “Company”) dismissed BF Borgers CPA PC (“BF Borgers”) as

the Company’s independent registered public accounting firm, effective immediately.

BF Borgers’ audit reports on the Company’s

consolidated financial statements as of and for the fiscal years ended December 31, 2020 and December 31, 2019 did not contain an adverse

opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles, except

that the audit reports on the consolidated financial statements of the Company for the fiscal years ended December 31, 2020 and December

31, 2019 contained an uncertainty about the Company’s ability to continue as a going concern.

During the Company’s two fiscal years ended

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

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

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

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

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

On April 25, 2021, the Audit Committee of the

Board of Directors of the Company approved the engagement of Onestop Assurance PAC (“Onestop Assurance”) as the Company’s

independent registered public accounting firm, effective immediately.

The Audit Committee also approved Onestop Assurance to act as the

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

During the Company’s two fiscal years ended

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

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

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

or (ii) any matter that was either the subject

of a disagreement or a reportable event as described above;

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

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

or financial reporting issue.

On August 2, 2023, the

Audit Committee of the Board of Directors of Future FinTech Group, Inc.

(the “Company”) dismissed Onestop Assurance PAC (“Onestop

Assurance”) as the Company’s independent registered public accounting firm, effective immediately.

Onestop Assurance’

audit reports on the Company’s consolidated financial statements as of and for the fiscal years ended December 31, 2022 and December

31, 2021 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope

or accounting principles, except that the audit reports on the consolidated financial statements of the Company for the fiscal years ended

December 31, 2022 and December 31, 2021 contained an uncertainty about the Company’s ability to continue as a going concern.

During the Company’s two fiscal years of 2022 and 2021 and in

the subsequent interim period through August 1, 2023, there were (i) no disagreements between the Company and Onestop Assurance on any

matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not

resolved to the satisfaction of Onestop Assurance, would have caused Onestop Assurance to make reference to the subject matter of the

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

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

On August 2, 2023, the

Audit Committee of the Board of Directors of the Company approved the engagement of Fortune CPA, Inc.

(“Fortune CPA”) as the

Company’s independent registered public accounting firm, effective immediately.

The Audit Committee also approved Fortune CPA to

act as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023.

During the Company’s two fiscal years of 2022 and 2021 and through

August 1, 2023, neither the Company nor anyone on its behalf consulted Fortune CPA regarding (i) the application of accounting principles

to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the consolidated financial

statements of the Company;

or (ii) any matter that was either the subject of a disagreement or a reportable event as described above;

and there was neither a written report nor was oral advice provided to the Company by Fortune CPA that was an important factor considered

by the Company in reaching a decision as to an accounting, auditing or financial reporting issue.

The Company reported its change in auditors in

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

Current Report on Form 8-K , filed on Augst 8, 2023.

ITEM 15 – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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Annual Report:

Financial statements listed in the Index to Financial Statements, filed

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

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

(b) EXHIBITS:

Exhibit Index

Share Exchange Agreement, dated as of February 22, 2008 by and among Pacific Industry Holding Group Co., Ltd., “Pacific,” Terrence Leong, SkyPeople Fruit Juice, Inc., the “Registrant,” and the shareholders of Pacific.

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Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the Commission on April 13, 2017.

Form of Investors Warrant.

Incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed with the Commission on December 28, 2020.

Form of Placement Agent Warrant.

Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the Commission on December 28, 2020.

of Placement Agent Warrant.

Incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed with the Commission

on December 28, 2020.

Description of Securities of the Registrant registered under Section 12 of the Securities Exchange Act of 1934, as amended.*

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Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on July 14, 2011.

Indemnification Agreement Between SkyPeople Juice, Inc.

and Yongke Xue.

Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed with the Commission on August 15, 2011

Form of Securities Purchase Agreement, dated April 12, 2017.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on April 13, 2017.

Exclusive Operation and Use Rights Authorization Letter by Chain Cloud Mall Network and Technology (Tianjin) Co., Ltd., dated July 31, 2019.

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Incorporated by reference to Exhibit 10.7 to our Current Report on Form 8-K filed with the Commission on August 6, 2019.

Share Transfer Agreement by and between SkyPeople Foods Holdings Limited, a wholly owned subsidiary of Future FinTech Group Inc.

and New Continent International Co., Ltd.

dated September 18, 2019.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on September 23, 2019.

Three Party Cooperation Agreement by GlobalKey SharedMall Limited, a wholly owned subsidiary of Future FinTech Group Inc., Fan Zhang and Caixia Wang, dated November 8, 2019.

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

Consulting Service Agreement by and between Future FinTech Group Inc.

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

Employment Agreement between Future FinTech Group Inc.

and Shanchun Huang dated March 7, 2020.

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

Employment Agreement, by between Future FinTech Group Inc.

and Jing Chen dated May 21, 2020.

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

Securities Purchase Agreement by and between Future FinTech Group Inc.

and Qun Xie dated June 16, 2020.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on June 18, 2020.

Share Exchange Agreement by and among Future FinTech Group Inc., Future FinTech (Hong Kong) Limited, Nice Talent Asset Management Limited and Joy Rich Enterprises Limited dated July 13, 2020.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on July 16, 2020.

Director Agreement by and between Future FinTech Group Inc.

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

Employment Agreement by and between Future FinTech Group Inc.

and Yang Liu dated November 16, 2020.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on November 18, 2020.

Employment Agreement by and between Future FinTech Group Inc.

and Ming Yi dated December 1, 2020.

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

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

Ltd., and Asen Maneuvre Group Limited, dated December 18, 2020.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on December 18, 2020.

Form of Securities Purchase Agreement dated December 24, 2020.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on December 28, 2020

Form of Placement Agent Agreement dated December 24, 2020.

Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the Commission on December 28, 2020.

Form of Securities Purchase Agreement dated January 11, 2021.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on January 12, 2021.

Form of Placement Agent Agreement dated January 11, 2021.

Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the Commission on January 12, 2021.

Form of Securities Purchase Agreement dated February 9, 2021.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on February 10, 2021.

Form of Placement Agent Agreement dated February 9, 2021.

Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the Commission on February 10, 2021.

Share Exchange Agreement by and Among Future FinTech Group Inc., Future Supply Chain Co., Ltd., Sichuan Longma Electronic Technology Co.

and Sichuan Ticode Supply Chain Management Co., Ltd.

dated on February 26, 2021.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on March 1, 2021.

Form of Securities Purchase Agreement dated April 1, 2021.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on April 2, 2021.

Form of Placement Agent Agreement dated April 1, 2021.

Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the Commission on April 2, 2021.

First Amendment to Share Exchange Agreement by and among Future FinTech Group Inc., Future FinTech (Hong Kong) Limited, Nice Talent Asset Management Limited and Joy Rich Enterprises Limited dated April 9, 2021.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on April 12, 2021

Termination Agreement by and Among Future FinTech Group Inc., Future Supply Chain Co., Ltd., Sichuan Longma Electronic Technology Co.

and Sichuan Ticode Supply Chain Management Co., Ltd.

dated on May 31, 2021.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on June 2, 2021.

Employment Agreement by and between Future FinTech Group Inc.

Yongke Xue dated on June 24, 2021.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on June 28, 2021

Securities Purchase Agreement by and between Future FinTech Group Inc.

and certain Purchasers, dated July 26, 2021.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on July 28, 2021.

Share Purchase Agreement by and between FTFT UK Limited and Rahim Shah dated September 1, 2021.

11 unchanged sentences

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

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

Incorporated by reference to Exhibit 16.1 to our Current Report on Form 8-K filed with the Commission on April 29, 2021.

Employment Agreement by and between the Company and Peng Lei dated August 1, 2023.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on August 2, 2023.

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

and Grantees dated on December 23, 2023.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on December 26, 2023.

Securities Purchase Agreement by and between Future FinTech Group, Inc.

and Streeterville Capital, LLC, dated December 27, 2023.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on December 27, 2023.

Convertible Promissory Note, issued by Future FinTech Group, Inc.

to Streeterville Capital, LLC, dated December 27, 2023.

Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the Commission on December 27, 2023.

Form of Securities Purchase Agreement dated January 5, 2024.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on January 8, 2024.

Amendment to Convertible Promissory Note dated February 11, 2024.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on February 14, 2024.

Code of Business Conduct and Ethics*

Letter from Onestop Assurance PAC to SEC, dated August 8, 2023.

Incorporated by reference to Exhibit 16.1 to our Current Report on Form 8-K filed with the Commission on August 10, 2023.

Insider Trading Policy*

Description of Subsidiaries of the Registrant*

Consent of Onestop Assurance PAC*

Consent of Fortune CPA Inc.*

Rule 13a-14(a) Certification of Principal Executive Officer of Registrant*

2 unchanged sentences

Section 1350 Certification of Principal Financial Officer of Registrant.†

Clawback Policy*

Inline XBRL Instance Document

24 unchanged sentences

Pursuant to the requirement of the Securities

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

on the dates indicated.

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

the dates indicated.

Name and Title

/s/ Shanchun Huang

Shanchun Huang

Executive Officer

April 16, 2024

Chief Executive Officer

(principal executive officer and Director)

Financial Officer

April 16, 2024

Chief Financial Officer

(Principal Financial and Accounting Officer)

of the Board of Directors and Director

Zhao, Director

Lau, Director

TO CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements of Future FinTech Group Inc.

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets F-4

Consolidated Statements of Operations F-5

Consolidated Statements of Comprehensive Income (Loss) F-5

Consolidated Statements of Changes in Equity F-6

Consolidated Statements of Cash Flows F-7

Notes to Consolidated Financial Statements F-8

April 16, 2024

Chairman of the Board of Directors and Director

/s/ Mingjie Zhao

Mingjie Zhao, Director

April 16, 2024

/s/ Johnson Lau

Johnson Lau, Director

April 16, 2024

Ying Li, Director

April 16, 2024

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Audited Consolidated Financial Statements of

Future FinTech Group Inc.

Report of Independent Registered

Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Changes in Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

333 City Blvd W 3 rd Floor Orange, CA 92868

Phone (714)-820-3316 Fax (714)-333-4992

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

on the Financial Statements

To the Board of Directors and

Stockholders of Future FinTech Group Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of Future FinTech Group, Inc.

(the “Company”) as of December 31, 2022 and 2021, the related consolidated statements

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

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

In our opinion,

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

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

generally accepted in the United States of America.

Concern Uncertainty

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

As discussed in Note

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

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

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

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

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

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

financial statements based on our audit.

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

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

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

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

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

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

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

As part of our audits,

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

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

balance sheet of Future FinTech Group Inc.

(the “Company”) and its subsidiaries as of December 31, 2023, and the related consolidated

statements of operation, changes in stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively

referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects,

the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the year then

ended, in conformity with accounting principles generally accepted in the United States of America.

The Company’s Ability to Continue as a Going

The accompanying consolidated financial statements

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

As discussed in Note 2 to the financial statements, the

Company has suffered losses from operations.

Therefore, the Company has stated substantial doubt about its ability to continue as a going

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

The financial statements do not include any

adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on these financial statements based on our audit.

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

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

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

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

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

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

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

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

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

internal control over financial reporting.

Accordingly, we express no such opinion.

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

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

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

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

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

We believe that our audits

provide a reasonable basis for our opinion.

Our audit included performing procedures to assess

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

to those risks.

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

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

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below

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

the audit committee and that:

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

especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion

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

on the critical audit matters or on the accounts or disclosures to which they relate.

Going Concern

As described further in Note 2 to the financial

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

We determined the Company’s ability to continue

as a going concern is a critical audit matter due to the estimation and uncertainty regarding the Company’s future cash flows and

the risk of bias in management’s judgments and assumptions in estimating these cash flows.

Our audit procedures related to the Company’s

assertion on its ability to continue as a going concern included the following, among others:

We reviewed the Company’s working capital

and liquidity ratios, operating expenses, and uses and sources of cash used in management’s assessment of whether the Company has

sufficient liquidity to fund operations for at least one year from the financial statement issuance date.

This testing included inquiries

with management, comparison of prior period forecasts to actual results, consideration of positive and negative evidence impacting management’s

forecasts, the Company’s financing arrangements in place as of the report date, market and industry factors and consideration of

the Company’s relationships with its financing partners.

/s/ Fortune CPA, Inc

We have served as the Company’s auditor since 2023.

April 16, 2024

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

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

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheet of Future FinTech Group, Inc.

(the “Company”) as of December 31, 2022, the related consolidated statements of

operations and comprehensive loss, stockholders’ equity, and cash flows, for the year ended December 31, 2022, and the related notes

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

In our opinion, the financial statements present fairly, in all

material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows

for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Uncertainty

The accompanying financial statements have been

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

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

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

as a going concern.

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

The financial statements do not

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

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

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

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

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

federal securities laws and the applicable

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

We conducted our audit in accordance with the

standards of the PCAOB.

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

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

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

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

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

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

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

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

to those risks.

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

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

the overall presentation of the financial statements.

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

Emphasis of Matter

3 unchanged sentences

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

Audit Matters

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

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

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

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

The communication of the critical audit matter

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

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

Proceedings Contingencies

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

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

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

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

recorded in the financial statements.

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

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

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

liabilities and disclosures related to legal proceedings contingencies.

audit of legal proceeding contingencies included, among others:

management’s control for assessing legal proceedings;

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

public information regarding the Company’s litigation cases;

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

reasonably estimable;

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

Critical Audit Matters

The critical audit matters communicated below

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

the audit committee and that:

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

especially challenging, subjective, or complex judgments.

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

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

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

Legal Proceedings Contingencies

As described in Note 26 to the financial statements,

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

Money Exchange Ltd.

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

The Company uses the discounted cash flow model to estimate fair value, which requires management to make significant estimates

and assumptions related to forecasts of future revenue and operating margin.

In addition, the discounted cash flow model requires the

Company to select an appropriate weighted average cost of capital based on current market conditions as of December 31, 2022.

degree of auditor judgment and an increased extent of effort were required when performing audit procedures to evaluate the reasonableness

of management’s estimates and assumptions related to the forecasts.

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

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

procedures of management’s impairment assessment;

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

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

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

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

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

We determined that the legal proceedings contingencies

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

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

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

contingencies.

Our audit of legal proceeding contingencies included,

among others:

reviewing management’s control for assessing legal proceedings;

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

reviewing public information regarding the Company’s litigation cases;

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

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

Valuation of Goodwill

As described in Note 9 to the financial statements,

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

The Company’s evaluation of goodwill for

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

The Company uses the discounted cash

flow model to estimate fair value, which requires management to make significant estimates and assumptions related to forecasts of future

revenue and operating margin.

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

cost of capital based on current market conditions as of December 31, 2022.

A high degree of auditor judgment and an increased extent

of effort were required when performing audit procedures to evaluate the reasonableness of management’s estimates and assumptions

related to the forecasts.

Our audit procedures related to the forecasts

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

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

Reviewing procedures of management’s impairment assessment;

evaluating the reasonableness of the valuation model, methodology, and significant assumptions used by the Company, specifically the weighted average cost of capital including testing the mathematical accuracy of the Company’s calculation of the weighted average cost of capital;

examining original transaction related documents;

1 unchanged sentence

/s/ Onestop Assurance PAC

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

We have served as the Company’s auditor through 2023.

April 19, 2023

FINTECH GROUP INC.

BALANCE SHEETS

FUTURE FINTECH GROUP INC.

CONSOLIDATED BALANCE SHEETS

CURRENT ASSETS

18 unchanged sentences

Advances from customers

Dividend payables

Convertible notes payables

Lease liability - operation lease

1 unchanged sentence

Deferred liabilities

Short term loans

Liability related to discontinued operation

TOTAL CURRENT LIABILITIES

NON-CURRENT LIABILITIES

Long term debt

Lease liability - operation lease

Deferred liabilities

TOTAL NON-CURRENT LIABILITIES

13 unchanged sentences

( 4,094,276 )

( 3,623,005 )

Total Future FinTech Group, Inc.

2 unchanged sentences

( 1,568,207 )

( 1,279,580 )

Total stockholders’ equity

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

* all shares and per share data have been retroactively restated

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

* all shares and per share data have been retroactively restated to reflect reverse stock split effected on February 1, 2023.

The accompanying notes are an integral part of

these consolidated financial statements.

FINTECH GROUP INC.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

FUTURE FINTECH GROUP INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE

INCOME (LOSS)

For the Years Ended,

6 unchanged sentences

Selling expenses

Provision (Recovery) of doubtful debts

(Recovery) Provision of doubtful debts

Impairment loss

6 unchanged sentences

Interest expenses

Other income, net

Other (expenses) income, net

( 11,321,906 )

Total other income, net

( 9,977,913 )

Loss from Continuing Operations before Income Tax

7 unchanged sentences

Discontinued Operations (Note 24)

Loss on disposal of discontinued operations

( 2,388,900 )

Loss from discontinued operations

Gain (Loss) on disposal of discontinued operations

$ ( 34,015,899 )

10 unchanged sentences

( 3,025,143 )

Comprehensive income (loss) - continued operation

Comprehensive loss - continued operation

( 34,887,334 )

4 unchanged sentences

Comprehensive loss - discontinued operation

( 2,464,307 )

Comprehensive Loss

12 unchanged sentences

Weighted average number of shares outstanding

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

FINTECH GROUP INC.

STATEMENTS OF STOCKHOLDERS’ EQUITY

* Reclassification- certain reclassifications have been made to the financial statements for the period ended December 31, 2022 to conform to the presentation for the period ended December 31, 2023, with no effect on previously reported net income (loss).

The accompanying notes are an integral part of

these consolidated financial statements.

FUTURE FINTECH GROUP INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

comprehensive

3 unchanged sentences

$ ( 597,862 )

Issuance of common stocks-cash

Issuance of common stocks-non cash

Share-based payments-omnibus equity plan

$ ( 590,761 )

Net loss from continued operation

1 unchanged sentence

( 14,009,169 )

Dividend to shareholders

Net loss from discontinued operations

Share-based payments-omnibus equity plan

Share-based payments-service

Statutory reserve

Non-controlling interests on acquisition of subsidiary

Disposition of Discontinued operation

Foreign currency translation adjustment

( 3,025,143 )

Foreign currency translation adjustment

Balance at December 31, 2022

3 unchanged sentences

$ ( 1,279,580 )

Issuance of common stocks-non cash

Net loss from continued operation

1 unchanged sentence

( 34,402,381 )

Statutory reserve

Share-based payments-service

Net loss from discontinued operations

Contribution by non-controlling interests

Share-based payments-omnibus equity plan

1 unchanged sentence

Foreign currency translation adjustment

( 3,025,143 )

Balance at December 31, 2023

3 unchanged sentences

$ ( 1,568,207 )

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

reverse stock split effected on February 1, 2023.

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

FINTECH GROUP INC.

STATEMENTS OF CASH FLOWS

All shares and per share data have been retroactively restated to

reflect reverse stock split effected on February 1, 2023.

The accompanying notes are an integral part of

these consolidated financial statements.

FUTURE FINTECH GROUP INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Year Ended

3 unchanged sentences

Net loss from discontinued operation

( 2,388,900 )

Net loss from continuing operations

2 unchanged sentences

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

Provision (Recovery) of doubtful debts

(Recovery) Provision of doubtful debts

Impairment of goodwill

4 unchanged sentences

Accounts receivable

( 7,693,914 )

Other receivables

3 unchanged sentences

( 1,742,565 )

( 2,905,416 )

Notes payable

Operating lease assets and liabilities

Accounts payable

( 4,407,407 )

Accrued expenses

Advances from customers

Notes payable

Proceeds from amounts due from related parties, net

Repayment of amounts due to related parties, net

( 1,187,875 )

Taxes payable

5 unchanged sentences

Additions to property, plant and equipment

( 3,167,126 )

Disposal of property and equipment

Additions to loan receivables

3 unchanged sentences

Payment for available-for-sale securities

( 2,191,294 )

Acquisition of a subsidiary, net of cash

3 unchanged sentences

( 14,189,696 )

( 11,180,987 )

Net cash used in investing activities from discontinued operations

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from the issuance of common stock, net of issuance costs

Proceeds from loan payable

Notes payable

( 3,589,582 )

Proceeds from amounts due from related parties, net

Repayment of amounts due to related parties, net

Proceeds from secured convertible promissory note

Contribution by Non - controlling interests

Repayment of loans

Payment of dividends to the non-controlling interest

Repayment of convertible note payables

( 1,163,146 )

Net cash (used in) provided by financing activities

( 1,823,748 )

Effect of change in exchange rate

2 unchanged sentences

( 10,628,642 )

Cash and cash equivalents, beginning of year

( 20,536,631 )

Cash and cash equivalents, from the continuing operations beginning of year

Cash and restricted cash at end of year

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

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

SUPPLEMENTARY DISCLOSURE OF SIGNIFICANT NON-CASH TRANSACTION

4 unchanged sentences

Interest paid

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

FINTECH GROUP INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2022 AND 2021

The accompanying notes are an integral part of

these consolidated financial statements.

FUTURE FINTECH GROUP INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR YEARS ENDED DECEMBER 31, 2023 AND 2022

CORPORATE INFORMATION

FinTech Group Inc.

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

The main business

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

chain financing services and trading, financial technology service business and the application and development of blockchain-based technology

in financial technology services.

The Company has also expanded into financial services and cryptocurrency market data and information

service businesses.

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

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

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

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

supply chain financing services and trading and financial services.

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

Its business is coal and aluminum ingots supply chain financing

services and trading.

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

in Chengdu, China.

Its business includes big data technology

and industrial internet data services.

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.

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

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

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

in Dubai, United Arab Emirates.

Its business is to provide financial

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

data and trading information.

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

which is an investment fund.

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

advisory services and investment fund management.

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

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

business in Europe.

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

management services.

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

Its business is investment fund management.

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

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

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

Its business is bitcoin and other cryptocurrency mining and related

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

Its business is coal and aluminum ingots supply chain financing

services and trading.

April 18, 2022, the Company and Future Fintech (Hong Kong) Limited, a wholly owned subsidiary of the Company jointly acquired 100 % equity

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

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

respectively.

has no operation before the acquisition.

The Company plans to develop bitcoin and other cryptocurrency mining

and related services in Paraguay.

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

Future FinTech Group Inc.

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

The Company historically engaged in

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

juice beverages and fruit cider beverages) in 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.

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 and provide certain financial services

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

On April 14, 2022, the 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 is developing bitcoin and other cryptocurrency mining and related service business in Paraguay.

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

on July 28, 2022.

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

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

It has a global remittance

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

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

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

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

(“E-Commerce Tianjin”) in the PRC.

On February 1, 2023, the Company has authorized

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.

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 Exchange Ltd.

to FTFT Finance UK

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

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) Co.

Ltd.’, respectively.

On October 30, 2023, Future FinTech (Hong

Kong) Limited, a wholly owned subsidiary of the Company acquired 100 % equity interest of Alpha International Securities (HONG KONG)

Limited a company incorporated in Hong Kong for $ 1,791,174 (HKD 14,010,421 ), which is in the securities business.

The Company has

changed its name from Alpha International Securities (HONG KONG) Limited to FTFT International Securities and Futures Limited on

November 1, 2023.

On October 30, 2023, Future FinTech (Hong Kong)

Limited, a wholly owned subsidiary of the Company acquired 100 % equity interest of Alpha Information Services (Shenzhen) Co., Ltd for

$ 210,788 (HKD 1,649,528 ), which provides information services for FTFT International Securities and Futures Limited.

has changed its name from Alpha Information Services (Shenzhen) Co., Ltd to Future information service (Shenzhen) Co., Ltd on November

The Company’s business and operations are

principally conducted by its subsidiaries in the PRC, Hong Kong and UK.

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

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

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

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 took effect 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 reverse stock split would be reflected in

our December 31, 2023 and December 31, 2022 statements of changes in stockholders’ equity, and in per share data for all periods

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of preparation and principle of consolidation

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

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

The Company’s functional currency of subsidiaries and VIE in

China is the Chinese Renminbi (RMB).

Basis of preparation and principle of consolidation

These consolidated financial statements (“financial

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

The Company’s functional currency of subsidiaries

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

Other subsidiaries outside of China use U.S.

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

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

however, the accompanying consolidated

financial statements have been translated and presented in USD.

According to US GAAP Accounting Standard

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

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

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

pointing toward consolidation.

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

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

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

Our contractual arrangements

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

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

and to the extent permitted by PRC law.

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

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

affiliated entities under U.S.

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

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

was deregistered.

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

was dissolved and deregistered.

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

to an unrelated third party.

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

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

Fu Chen Venture Capital Management Co.

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

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

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

however, the accompanying

consolidated financial statements have been translated and presented in USD.

According to US GAAP Accounting Standard Codification

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

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

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

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

or by court decree.

The consolidated financial statements include

the accounts of the Company and its subsidiaries and the VIE.

Our contractual arrangements with the VIE and their respective shareholders

allow us to (i) exercise effective control over the VIE, (ii) become the primary beneficiary of the VIE for accounting purposes, and

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

As a result of our direct ownership in our wholly

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

of the VIE for accounting purposes, and we treat it and its subsidiaries as the consolidated affiliated entities under U.S.

Certain amounts of prior years were reclassified

to conform with current year presentation.

Discontinued Operations

On June 27, 2022, Chain Cloud Mall Logistics

Center (Shanxi) Co., Ltd.

was dissolved and deregistered.

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

Information Reclassification

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

financing service and trading, and others.

of Estimates in the Preparation of Financial Statements

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

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

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

The significant

areas requiring the use of management estimates include, but not limited to, the allowance for doubtful accounts receivable, estimated

useful life and residual value of property, plant and equipment, impairment of long-lived assets, provision for staff benefit, recognition

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

Although these estimates are based on management’s

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

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

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

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

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

implements its future business plan.

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

The Company has raised funds through issuance of common stock.

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

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

The financial statements

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

and development

Research and development expenses include salaries, contracted services,

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

and enhance our service to our clients.

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

and deregistered.

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

was dissolved.

Based on the disposal plan and in accordance

with ASC 205-20, the Company presented the operating results from these operations as a discontinued operation.

Segment Information Reclassification

The Company classified business segment into

asset management service, supply chain financing and trading, and others.

Uses of Estimates in the Preparation of Financial

The Company’s consolidated financial statements

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

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

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

The significant areas requiring the use of management estimates

include, but not limited to, the allowance for doubtful accounts receivable, estimated useful life and residual value of property, plant

and equipment, impairment of long-lived assets, provision for staff benefit, recognition and measurement of deferred income taxes and

valuation allowance for deferred tax assets.

Although these estimates are based on management’s knowledge of current events and

actions management may undertake in the future, actual results may ultimately differ from those estimates and such differences may be

material to our consolidated financial statements.

Going Concern

The Company’s financial statements are

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

The Company incurred operating losses and had

negative operating cash flows and may continue to incur operating losses and generate negative cash flows as the Company implements its

future business plan.

The Company’s operating losses amounted $ 34.40 million, and it had negative operating cash flows amounted

$ 17.23 million as of December 31, 2023.

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

The Company has raised funds through issuance of convertible notes and common stock.

The ability of the Company to continue as a going

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

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

Research and development

Research and development expenses include salaries,

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

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

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

of Long-Lived Assets

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

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

in circumstances indicate that the carrying value of an asset may not be recoverable, or it is reasonably possible that these assets

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

The determination of recoverability of assets to be held

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

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

the assets exceeds the fair value of the assets.

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

less cost to sell.

Value of Financial Instruments

Company has adopted FASB ASC Topic on Fair Value Measurements and Disclosures (“ASC 820”), which defines fair value, establishes

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

ASC 820 establishes a three-level

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

the following:

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

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

quoted prices in markets that are not active;

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

substantially the full term of the assets or liabilities.

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

Impairment of Long-Lived Assets

In accordance with the ASC 360-10, Accounting

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

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

asset may not be recoverable, or it is reasonably possible that these assets could become impaired as a result of technological or other

industrial changes.

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

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

If such assets are considered to be impaired,

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

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

Fair Value of Financial Instruments

The Company has adopted FASB ASC Topic on Fair

Value Measurements and Disclosures (“ASC 820”), which defines fair value, establishes a framework for measuring fair value

in GAAP, and expands disclosures about fair value measurements.

ASC 820 establishes a three-level valuation hierarchy of valuation techniques

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

Level 1 – Quoted prices in active markets for identical assets

or liabilities.

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

because they are value using quoted market price.

(Loss) Per Share

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

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

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

and warrants.

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

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

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

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

The numerators and denominators used in

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

the year ended December 31, 2022:

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

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

Loss to common stockholders from continued operations

Loss available to common stockholders from discontinued operations

Dilutive EPS:

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

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

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

the year ended December 31, 2021:

Level 2 – Input other than Level 1 that

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

quoted prices in markets that

are not active;

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

the assets or liabilities.

Level 3 – Unobservable input that is supported

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

Our cash and cash equivalents and restricted

cash and short-term investments are classified within level 1 of the fair value hierarchy because they are value using quoted market

Earnings (Loss) Per Share

Under ASC 260-10, Earnings Per Share ,

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

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

Diluted EPS is calculated by using the treasury

stock method, assuming conversion of all potentially dilutive securities, such as stock options and warrants.

Under this method, (i)

exercise of options and warrants is assumed at the beginning of the period and shares of Common Stock are assumed to be issued, (ii)

the proceeds from exercise are assumed to be used to purchase Common Stock at the average market price during the period, and (iii) the

incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) are included

in the denominator of the diluted EPS computation.

The numerators and denominators used in the computations of basic and diluted EPS

are presented in the following table.

For the year ended December 31, 2023:

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

$ ( 34,039,710 )

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

Loss to common stockholders from continuing operations

$ ( 34,039,710 )

Loss available to common stockholders from discontinued operations

Dilutive EPS:

Warrants before 1-for-5 reverse stock split

Warrants after 1-for-5 reverse stock split

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

$ ( 34,039,710 )

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

cash equivalents and restricted cash

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

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

For the year ended December 31, 2022:

Loss from continued operations

attributable to Future Fintech Group, Inc.

$ ( 13,320,350 )

Loss from discontinued operations attributable

to Future Fintech Group, Inc.

$ ( 307,195 )

Loss to common stockholders from continued

$ ( 13,320,350 )

Loss available to common stockholders from

discontinued operations

$ ( 307,195 )

Dilutive EPS:

Diluted loss per share is calculated by taking

net loss, divided by the diluted weighted average common shares outstanding.

Diluted net loss per share equals basic net loss per

share because the effect of securities convertible into common shares is anti-dilutive from continued operations attributable to

Future Fintech Group, Inc.

$ ( 13,320,350 )

Diluted loss per share is calculated by taking

net loss, divided by the diluted weighted average common shares outstanding from discontinued operations

$ ( 307,195 )

Cash, cash equivalents and restricted cash

Cash and cash equivalents included cash on hand

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

maturity of three months or less.

Deposits in banks in the PRC are only insured

2 unchanged sentences

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

The Company believes

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

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

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

and Allowances

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

We have a policy

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

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

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

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

in our existing receivable.

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

may have an inability to meet financial obligations.

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

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

to be collected.

The Company believes the probability of a bank

failure, causing loss to the Company, is remote.

Cash that is restricted as to withdrawal for

use or pledged as security is reported separately on the face of the consolidated balance sheets, and is not included in the total cash

and cash equivalents in the consolidated statements of cash flows.

Receivable and Allowances

Accounts receivable are recognized and carried

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

We have a policy of reserving for uncollectible accounts

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

We perform ongoing credit evaluations

of our customers and maintain an allowance for potential bad debts if required.

Other receivables, and loan receivables are recognized

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

We have a policy of reserving for uncollectible

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

Allowances for doubtful accounts are maintained

for expected credit losses resulting from the Company’s customers’ inability to make required payments.

The allowances are

based on the Company’s regular assessment of various factors, including the credit-worthiness and financial condition of specific

customers, historical experience with bad debts and customer deductions, receivables aging, current economic conditions, reasonable and

supportable forecasts of future economic conditions, and other factors that may affect the Company’s ability to collect from customers.

The Company maintains an allowance for credit losses in accordance with ASC Topic 326, Credit Losses (“ASC 326”) and records

the allowance for credit losses as an offset to accounts receivable and contract assets, and the estimated credit losses charged to the

allowance is classified as “bad debt expense” in the consolidated statements of comprehensive income.

We determine whether

an allowance for doubtful accounts is required by evaluating specific accounts where information indicates the customers may have an

inability to meet financial obligations.

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

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

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

The amounts calculated

are analyzed to determine the total amount of the allowance.

The amounts calculated are analyzed to

determine the total amount of the allowance.

We may also record a general allowance as necessary.

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

other circumstances that indicate that we should abandon such efforts.

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

Upon such credit terms,

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

There is no accounts receivable

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

apply the five steps defined under ASC 606:

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

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

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

We assess its revenue arrangements against specific

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

Revenue arrangements with multiple performance obligations are

divided into separate distinct goods or services.

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

standalone selling price of the goods or services provided.

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

to a customer.

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

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

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

Direct write-offs are taken in the period when

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

should abandon such efforts.

The Company has assessed its receivable including

credit term and corresponding all its receivables in December 2023.

Upon such credit terms, bad debt expense was $( 716,913 ) and $ 26,440

during the years ended December 31, 2023 and 2022, respectively.

Accounts receivables of $ 0.97 million and nil have been outstanding for

over 90 days as of December 31, 2023 and December 31, 2022, respectively.

Revenue Recognition

We apply the five steps defined under ASC 606:

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

price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the

entity satisfies a performance obligation.

We assess its revenue arrangements against specific criteria in order to determine if it is

acting as principal or agent.

Revenue arrangements with multiple performance obligations are divided into separate distinct goods or

We allocate the transaction price to each performance obligation based on the relative standalone selling price of the goods

or services provided.

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

Control is generally

transferred when the Company has a present right to payment and title and the significant risks and rewards of ownership of products

or services are transferred to its customers.

We do not make any significant judgment in evaluating

when control is transferred.

Revenue is recorded net of value-added tax.

recognitions are as follows:

sales and membership fee:

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

The revenue from the membership

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

For the merchandise gift package, revenue is recognized when

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

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

products on our platform and agent authorization fee.

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

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

of coals and aluminum ingots

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

is transferred to the customer.

Sales of coals and aluminum ingots agent

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

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

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

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

of the product.

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

Management Service

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

to the bills.

Plant and Equipment

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

Depreciation is computed using the straight-line

method over the useful lives of the assets.

Revenue recognitions are as follows:

Sales of coals, aluminum ingots, sand and

The Company recognize revenue when the

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

Revenue was $ 20.44 million and $ 9.94 million during the year ended December 31, 2023 and 2022, respectively.

Sales agent services of coals, aluminum ingots,

sand and steel

For the sale of third-party products where the

Company obtains control of the product before transferring it to the customer, the Company recognizes revenue based on the gross revenue

amount billed to customers as sales of goods listed above.

The Company considers multiple factors when determining whether it obtains

control of third-party products, including evaluating if it can establish the price of the product, retains inventory risk for tangible

products or has the responsibility for ensuring acceptability of the product.

The Company recognizes net revenue as agent services for

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

Revenue was $ 0.33 million

and $0.17 million during the year ended December 31, 2023 and 2022, respectively.

Asset Management Service

The Company recognizes service revenue when a

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

Property, Plant and Equipment

Property, plant and equipment are stated at cost

less accumulated depreciation and any impairment losses.

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

of the assets.

Major renewals and betterments are capitalized and depreciated;

maintenance and repairs that

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

Upon disposal of assets, the cost and related accumulated depreciation

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

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

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

Property, plant and

equipment are depreciated over their estimated useful lives as follows:

maintenance and repairs that do not extend the life of

the respective assets are expensed as incurred.

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

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

Depreciation related to property, plant and equipment

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

We estimated that the residual

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

Property, plant and equipment are depreciated over their estimated

useful lives as follows:

Machinery and equipment

1 unchanged sentence

Motor vehicles

Intangible Assets

Acquired intangible assets are recognized based

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by testing for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.

fair value of an intangible asset is the amount that would be determined if the entity used the assumptions that market participants would

use if they were pricing the intangible asset.

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

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

Currency and Other Comprehensive Income (Loss)

fair value of an intangible asset is the amount that would be determined if the entity used the assumptions that market participants

would use if they were pricing the intangible asset.

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

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

Foreign Currency and Other Comprehensive Income

The financial statements of the Company’s

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however, the reporting currency of the Company

Assets and liabilities of the Company’s foreign subsidiaries have been translated into USD using the exchange rate at

the balance sheet dates, while equity accounts are translated using historical exchange rate.

The exchange rate we used to convert RMB

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

Assets and liabilities of the Company’s foreign subsidiaries have been translated into USD using the exchange rate

at the balance sheet dates, while equity accounts are translated using historical exchange rate.

The exchange rate we used to convert

RMB to USD was 7.08 :1 and 6.96 :1 at the balance sheet dates of December 31, 2023 and December 31, 2022, respectively.

The average exchange

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fiscal year 2023 and fiscal year 2022.

The exchange rate we used to convert PYG to USD was 7,322.90:1 at the

balance sheet dates of December 31, 2022.

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

average exchange rate we used to convert PYG to USD was 6,976.87:1 for fiscal year 2022.

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

The exchange rate we used to convert PYG to USD

was 7,298.63 :1 and 7,322.90 :1 at the balance sheet dates of December 31, 2023 and December 31, 2022.

The average exchange rate for the

period has been used to translate revenues and expenses.

The average exchange rate we used to convert PYG to USD was 7,282.85 :1 and 6,976.87 :1

for fiscal year 2023 and fiscal year 2022.

Translation adjustments are reported separately

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

Government subsidies

Government subsidies primarily consist of financial subsidies received

from provincial and local governments for operating a business in their jurisdictions and compliance with specific policies promoted by

the local governments.

For certain government subsidies, there are no defined rules and regulations to govern the criteria necessary for

companies to receive such benefits, and the amount of financial subsidy is determined at the discretion of the relevant government authorities.

The government subsidies of operating nature with no further conditions to be met are recorded of operating expenses in “Other income”

in the consolidated statements when received.

Government subsidies primarily consist of financial

subsidies received from provincial and local governments for operating a business in their jurisdictions and compliance with specific

policies promoted by the local governments.

For certain government subsidies, there are no defined rules and regulations to govern the

criteria necessary for companies to receive such benefits, and the amount of financial subsidy is determined at the discretion of the

relevant government authorities.

The government subsidies of operating nature with no further conditions to be met are recorded of operating

expenses in “Other income” in the consolidated statements when received.

The amendments in this update require disclosures

about transactions with a government that have been accounted for by analogizing to a grant or contribution accounting model to increase

transparency about (1) the types of transactions, (2) the accounting for the transactions, and (3) the effect of the transactions on an

entity’s financial statements.

use the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under

this method, income tax expense is recognized for the amount of:

(i) taxes payable or refundable for the current year and (ii) deferred

tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements

or tax returns.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years

in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a

change in tax rates is recognized in the results of operations in the period that includes the enactment date.

A valuation allowance

is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is

more likely than not some portion or all of the deferred tax assets will not be realized.

Topic 740-10-30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and

prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position

taken or expected to be taken in a tax return.

ASC Topic 740-10-25 provides guidance on de-recognition, classification, interest and

penalties, accounting in interim periods, disclosure, and transition.

We have no material uncertain tax positions for any of the reporting

periods presented.

Company tests goodwill for impairment for its reporting units on an annual basis, or when events occur or circumstances indicate the

fair value of a reporting unit is below its carrying value.

If the fair value of a reporting unit is less than its carrying value, an

impairment loss is recorded to the extent that implied fair value of the goodwill within the reporting unit is less than its carrying

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

transparency about (1) the types of transactions, (2) the accounting for the transactions, and (3) the effect of the transactions on

an entity’s financial statements.

We use the asset and liability method of accounting

for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for

the amount of:

(i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting

from matters that have been recognized in an entity’s financial statements or tax returns.

Deferred tax assets and liabilities

are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected

to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of

operations in the period that includes the enactment date.

A valuation allowance is provided to reduce the deferred tax assets reported

if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred

tax assets will not be realized.

ASC Topic 740-10-30 clarifies the accounting

for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement

attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

Topic 740-10-25 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure,

and transition.

We have no material uncertain tax positions for any of the reporting periods presented.

The Company tests goodwill for impairment for

its reporting units on an annual basis, or when events occur or circumstances indicate the fair value of a reporting unit is below its

carrying value.

The Company uses the discounted cash flow model to estimate fair value, which requires management to make

significant estimates and assumptions related to forecasts of future revenue and operating margin.

In addition, the discounted cash

flow model requires the Company to select an appropriate weighted average cost of capital based on current market conditions as of

December 31, 2022 and December 31, 2021.

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

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

Based upon the assessment, the Company has concluded that goodwill is $ 13.98 million and $ 15.58 million as of December 31, 2022 and

December 31, 2021.

Short-term investments consist primarily

of investments in fixed deposits with original maturities between three months and one year and certain investments in wealth management

products and other investments that the Company has the intention to redeem within one year.

If the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded to the extent that

implied fair value of the goodwill within the reporting unit is less than its carrying value.

The Company’s evaluation of goodwill for

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

The Company uses the discounted cash

flow model to estimate fair value, which requires management to make significant estimates and assumptions related to forecasts of future

revenue and operating margin.

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

cost of capital based on current market conditions as of December 31, 2023 and December 31, 2022.

A high degree of auditor judgment and

an increased extent of effort were required when performing audit procedures to evaluate the reasonableness of management’s estimates

and assumptions related to the forecasts.

Based upon the assessment, the Company has concluded that goodwill is nil and $ 13.98 million

as of December 31, 2023 and December 31, 2022.

Short-term investments

Short-term investments consist primarily of investments

in fixed deposits with original maturities between three months and one year and certain investments in wealth management products and

other investments that the Company has the intention to redeem within one year.

Fair valued or carried at amortized costs.

As of December 31, 2022 and December 31, 2021, the short-term investments amounted to $ 0.99 million and $ 2.19 million, respectively.

to fluctuations of the quoted shares included in its investment portfolios, the Company recognized an impairment to the investment portfolio

of $ 0.91 million.

adopted ASU No.

2016-02, Leases (Topic 842), or ASC 842, from January 1, 2020.

We determine if an arrangement is a lease or contains

a lease at lease inception.

For operating leases, we recognize a right-of-use (“ROU”) asset and a lease liability based on

the present value of the lease payments over the lease term on the consolidated balance sheets at commencement date.

As most of our leases

do not provide an implicit rate, we estimate our incremental borrowing rate based on the information available at the commencement date

in determining the present value of lease payments.

The incremental borrowing rate is estimated to approximate the interest rate on a

collateralized basis with similar terms and payments, and in economic environments where the leased asset is located.

The ROU assets

also include any lease payments made, net of lease incentives.

As of December

31, 2023 and December 31, 2022, the short-term investments amounted to $ 0.96 million and $ 0.99 million, respectively.

Due to fluctuations

of the quoted shares included in its investment portfolios, the Company recognized an impairment to the investment portfolio of $ 12,633 .

We adopted ASU No.

2016-02, Leases (Topic 842),

or ASC 842, from January 1, 2020.

We determine if an arrangement is a lease or contains a lease at lease inception.

For operating leases,

we recognize a right-of-use (“ROU”) asset and a lease liability based on the present value of the lease payments over the

lease term on the consolidated balance sheets at commencement date.

As most of our leases do not provide an implicit rate, we estimate

our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease

The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and

payments, and in economic environments where the leased asset is located.

The ROU assets also include any lease payments made, net of

lease incentives.

Lease expense is recorded on a straight-line basis over the lease term.

Our leases often include options to extend and lease terms include such extended terms when we are reasonably certain to exercise those

Lease terms also include periods covered by options to terminate the leases when we are reasonably certain not to exercise those

Company awards share options and other equity-based instruments to its employees, directors and consultants (collectively “share-based

Compensation cost related to such awards is measured based on the fair value of the instrument on the grant date.

Company recognizes the compensation cost over the period the employee is required to provide service in exchange for the award, which

generally is the vesting period.

The amount of cost recognized is adjusted to reflect the expected forfeiture prior to vesting.

no future services are required to be performed by the employee in exchange for an award of equity instruments, and if such award does

not contain a performance or market condition, the cost of the award is expensed on the grant date.

The Company recognizes compensation

cost for an award with only service conditions that has a graded vesting schedule on a straight-line basis over the requisite service

period for the entire award, provided that the cumulative amount of compensation cost recognized at any date at least equals the portion

of the grant-date value of such award that is vested at that date.

to the laws applicable to the PRC, PRC entities must make appropriations from after-tax profit to the non-distributable “statutory

surplus reserve fund”.

Subject to certain cumulative limits, the “statutory surplus reserve fund” requires annual appropriations

of 10 % of after-tax profit until the aggregated appropriations reach 50 % of the registered capital (as determined under accounting principles

generally accepted in the PRC (“PRC GAAP”) at each year-end).

For foreign invested enterprises and joint ventures in the

PRC, annual appropriations should be made to the “reserve fund”.

For foreign invested enterprises, the annual appropriation

for the “reserve fund” cannot be less than 10 % of after-tax profits until the aggregated appropriations reach 50 % of the

registered capital (as determined under PRC GAAP at each year-end).

interest entities

July 31, 2019, CCM Tianjin, E-commerce Tianjin, and Mr.

Zeyao Xue and Mr.

Kai Xu, citizens of China and shareholders of E-commerce Tianjin,

entered into the following agreements, or collectively, the “Variable Interest Entity Agreements” or “VIE Agreements,”

pursuant to which CCM Tianjin has contractual rights to control and operate the business of E-commerce Tianjin (the “VIE”).

Therefore, pursuant to ASC 810, E-Commerce Tianjin is included in the Company’s consolidated financial statements since then.

to Chinese law and regulations, a foreign owned enterprise cannot apply for and hold a license for operation of certain e-commerce businesses,

the category of business which the Company is conducting in China.

CCM Tianjin is an indirectly wholly foreign owned enterprise of the

In order to comply with Chinese law and regulations, CCM Tianjin agreed to provide E-commerce Tianjin an Exclusive Operation

and Use Rights Authorization to operate and use the Chain Cloud Mall System owned by CCM Tianjin.

Tianjin was incorporated by Mr.

Our leases often include options to extend

and lease terms include such extended terms when we are reasonably certain to exercise those options.

Lease terms also include periods

covered by options to terminate the leases when we are reasonably certain not to exercise those options.

Share-based compensation

The Company awards share options and other equity-based

instruments to its employees, directors and consultants (collectively “share-based payments”).

Compensation cost related

to such awards is measured based on the fair value of the instrument on the grant date.

The Company recognizes the compensation cost

over the period the employee is required to provide service in exchange for the award, which generally is the vesting period.

of cost recognized is adjusted to reflect the expected forfeiture prior to vesting.

When no future services are required to be performed

by the employee in exchange for an award of equity instruments, and if such award does not contain a performance or market condition,

the cost of the award is expensed on the grant date.

The Company recognizes compensation cost for an award with only service conditions

that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award, provided that the

cumulative amount of compensation cost recognized at any date at least equals the portion of the grant-date value of such award that

is vested at that date.

Statutory reserves

Pursuant to the laws applicable to the PRC, PRC

entities must make appropriations from after-tax profit to the non-distributable “statutory surplus reserve fund”.

to certain cumulative limits, the “statutory surplus reserve fund” requires annual appropriations of 10 % of after-tax profit

until the aggregated appropriations reach 50 % of the registered capital (as determined under accounting principles generally accepted

in the PRC (“PRC GAAP”) at each year-end).

For foreign invested enterprises and joint ventures in the PRC, annual appropriations

should be made to the “reserve fund”.

For foreign invested enterprises, the annual appropriation for the “reserve fund”

cannot be less than 10 % of after-tax profits until the aggregated appropriations reach 50 % of the registered capital (as determined under

PRC GAAP at each year-end).

Variable interest entities

On July 31, 2019, CCM Tianjin, E-commerce Tianjin,

Zeyao Xue and Mr.

Kai Xu solely for the purpose of holding the operation license of the Chain Cloud Mall

Zeyao Xue is a major shareholder of the Company and the son of Mr.

Kai Xu, citizens of China and shareholders of E-commerce Tianjin, entered into the following agreements, or

collectively, the “Variable Interest Entity Agreements” or “VIE Agreements,” pursuant to which CCM Tianjin has

contractual rights to control and operate the business of E-commerce Tianjin (the “VIE”).

Therefore, pursuant to ASC 810,

E-Commerce Tianjin is included in the Company’s consolidated financial statements since then.

Pursuant to Chinese law and regulations, a foreign

owned enterprise cannot apply for and hold a license for operation of certain e-commerce businesses, the category of business which the

Company is conducting in China.

CCM Tianjin is an indirectly wholly foreign owned enterprise of the Company.

In order to comply with

Chinese law and regulations, CCM Tianjin agreed to provide E-commerce Tianjin an Exclusive Operation and Use Rights Authorization to

operate and use the Chain Cloud Mall System owned by CCM Tianjin.

E-commerce Tianjin was incorporated by Mr.

Kai Xu solely for the purpose of holding the operation license of the Chain Cloud Mall System.

Zeyao Xue is a major shareholder

of the Company and the son of Mr.

Yongke Xue, the President of the Company.

the Chief Operating Officer of the Company and currently is the Deputy General Manager of FT Commercial Group Ltd., a wholly owned subsidiary

of the Company and the vice president of blockchain division of the Company.

VIE Agreements are as follows:

Kai Xu was the Chief Operating Officer of the Company

and currently is the Deputy General Manager of FT Commercial Group Ltd., a wholly owned subsidiary of the Company and the vice president

of blockchain division of the Company.

The VIE Agreements are as follows:

1) Exclusive Technology Consulting and Service Agreement by and between CCM Tianjin and E-commerce Tianjin.

66 unchanged sentences

The spouse of such shareholder agreed not to assert any rights over the equity interest in E-Commerce Tianjin held by such shareholder.

Accounting Pronouncements

June 2016, the FASB issued ASU No.

New Accounting Pronouncements

In June 2016, the FASB issued ASU No.

(“ASU 2016-13”) “Financial Instruments - Credit Losses” (“ASC 326”):

Measurement of Credit Losses on Financial Instruments” which requires the measurement and recognition of expected

credit losses for financial assets held at amortized cost.

ASU 2016-13 replaces the existing incurred loss impairment model with an expected

loss model which requires the use of forward-looking information to calculate credit loss estimates.

It also eliminates the concept of

other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance

for credit losses rather than as a reduction in the amortized cost basis of the securities.

These changes will result in earlier recognition

of credit losses.

In November 2019, the FASB issued ASU 2019-10 “Financial Instruments – Credit Losses (Topic 326), Derivatives

and Hedging (Topic 815), and Leases (Topic 842)” (“ASC 2019-10”), which defers the effective date of ASU 2016-13 to

fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, for public entities which meet the

definition of a smaller reporting company.

Measurement of Credit Losses

on Financial Instruments” which requires the measurement and recognition of expected credit losses for financial assets held at

amortized cost.

ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of

forward-looking information to calculate credit loss estimates.

It also eliminates the concept of other-than-temporary impairment and

requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than

as a reduction in the amortized cost basis of the securities.

These changes will result in earlier recognition of credit losses.

2019, the FASB issued ASU 2019-10 “Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815),

and Leases (Topic 842)” (“ASC 2019-10”), which defers the effective date of ASU 2016-13 to fiscal years beginning after

December 15, 2022, including interim periods within those fiscal years, for public entities which meet the definition of a smaller reporting

The Company will adopt ASU 2016-13 effective January 1, 2023.

Management is currently evaluating

the effect of the adoption of ASU 2016-13 on the consolidated financial statements.

The effect will largely depend on the composition

and credit quality of our investment portfolio and the economic conditions at the time of adoption.

November 2021, the FASB issued ASU No.

2021-10, Government Assistance (Topic 832):

Disclosures by Business Entities about Government Assistance.

The amendments in this update require disclosures about transactions with a government that have been accounted for by analogizing to

a grant or contribution accounting model to increase transparency about (1) the types of transactions, (2) the accounting for the transactions,

and (3) the effect of the transactions on an entity’s financial statements.

The amendments are effective for all entities within

their scope, which excludes not-for-profit entities and employee benefit plans, for financial statements issued for annual periods beginning

after December 15, 2021.

Early application of the amendment is permitted.

The Company adopted ASU No.

2021-10 effective January 1, 2022.

does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material impact

on the accompanying consolidated financial statements.

Management is currently evaluating the effect of the adoption

of ASU 2016-13 on the consolidated financial statements.

The effect will largely depend on the composition and credit quality of our

investment portfolio and the economic conditions at the time of adoption.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a

material impact on the accompanying consolidated financial statements.

VARIABLE INTEREST ENTITY

20 unchanged sentences

receivable, net consist of the following:

Coal and Aluminum Ingots Supply Chain Financing/Trading

Supply Chain Financing/Trading

Asset management service

4 unchanged sentences

of December 31, 2023, the balance of other receivables was $ 10.05 million.

of April 22, 2022 and January 31, 2023, FTFT Super Computing Inc.

entered into a “Electricity Sales and Purchase Agreement”

with a third-party seller.

FTFT Super Computing Inc.

provided an initial amount of Adequate Assurance to the seller in the form of a

cash deposit in the amount of $ 1.86 million and has receivables from pre purchase electricity $ 0.07 million.

February 3, 2023, Future Fintech Group Inc.

entered into a “Consulting Agreement” with a third party for its professional

service of potential acquisition projects.

Future Fintech Group Inc.

provided initial amount of cash deposit to the third party in the

amount of $ 2.40 million.

On December 6, 2023, Future Fintech (Hong Kong)

Limited entered into a “Mobile Software Application Development Agreement” with a third-party.

Future Fintech (Hong Kong)

Limited shall pay $ 4.00 million.

Future Fintech (Hong Kong) Limited provided initial amount of cash deposit to the third party in the

amount of $ 2.00 million.

Development shall take 250 man-days.

On December 6, 2023, Future Fintech (Hong Kong)

Limited entered into a “Augmented Reality (AR) Group Development and Service Agreement” with a third-party.

Future Fintech

(Hong Kong) Limited shall pay $ 5.00 million.

Future Fintech (Hong Kong) Limited provided initial amount of cash deposit to the third party

in the amount of $ 2.50 million.

Development shall take 180 man-days.

addition, other receivables included total $ 1.22 million deposit paid and prepayments to third parties.

of December 31, 2022, the balance of other receivables was $ 2.64 million.

October 1, 2022, FTFT UK Limited, a wholly owned subsidiary of the Company acquired 100 % equity interest of Khyber Money Exchange Ltd.,

4 unchanged sentences

As of January 9, 2023, the Company has received refund $ 0.24 million.

of April 22, 2022, FTFT Super Computing Inc.

As of April 22, 2022, FTFT Super Computing Inc.

entered into a “Electricity Sales and Purchase Agreement” with a third party.

FTFT Super Computing Inc.

provided an initial amount of Adequate Assurance to Seller in the form of a cash deposit in the amount of $ 1.00

million and receivables from resale of electricity $ 0.24 million.

provided an initial

amount of Adequate Assurance to such party in the form of a cash deposit in the amount of $ 1.00 million and receivables from resale of

electricity $ 0.24 million.

addition, other receivables included total $ 1.16 million deposit paid and prepayments.

As of December 31, 2021, the balance of other

receivables was $ 1.96 million.

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

owned subsidiary of the Company entered into a Share Purchase Agreement (the “Agreement”) with Rahim Shah, a resident of United

Kingdom (“Seller”).

Under this agreement, FTFT UK Limited (the “Buyer”) agreed to acquire 100 % of the issued and

outstanding shares (the “Sale Shares”) of Khyber Money Exchange Ltd.

(“Khyber”), a company incorporated in England

and Wales from the Seller for a total of Euros € 685,000 (“Purchase Price”).

Buyer deposited Euros € 685,000 ($ 0.79

million) for the Purchase Price and £ 400,000 ($ 0.54 million) for cash balance expected to be left in the bank account of Khyber

upon the closing (subject to refund to the Buyer upon the actual amount in Khyber’s account at closing) to Buyer’s solicitors

to be held by Buyer’s solicitors in their client account upon the final closing of the acquisition.

In addition, other receivables included total $ 0.63 million deposit

paid and prepayments.

LOAN RECEIVABLES

of December 31, 2023, the balance of loan receivables was $ 14.90 million, which was from a third party.

September 8, 2021, FUCE Future Supply Chain (Xi’an) Co., Ltd., a wholly owned subsidiary of the Company, entered into a

“Loan Agreement” with a third party.

Pursuant to the Loan Agreement, FUCE Future Supply Chain (Xi’an) Co., Ltd.

loaned an amount of $ 0.22 million (RMB 1.5 million) to the third party at the annual interest rate of 5.25 % from September 8, 2021 to

September 6, 2023.

On March 10, 2022, Future FinTech (Hong Kong)

Limited (“FTFT HK”), a wholly owned subsidiary of the Company, entered into a “Loan Agreement” with a third party.

Pursuant to the Loan Agreement, FTFT HK loaned an amount of $ 5.00 million to the third party at the annual interest rate of 10 % from March

10, 2022 to September 9, 2023.

To strengthen the liquidity, the Company negotiated with the borrower to early settle part of the loan.

As of April 17, 2023, the Company has received repayment $ 5.00 million.

On May 31, 2022, FTFT HK entered into a “Loan

March 10, 2022, FTFT HK entered into a “Loan Agreement” with a third party.

Pursuant to the Loan Agreement, FTFT HK loaned

an amount of $ 5.00 million to the third party at the annual interest rate of 10 % from March 10, 2022 to September 9, 2024 .

To strengthen

the liquidity, the Company negotiated with the borrower to early settle part of the loan.

As of April 17, 2023, the Company has received

repayment $ 2.16 million.

July 14, 2022, Future Private Equity Fund Management (Hainan) Co., Limited entered into a “Loan Agreement” with a third party.

Pursuant to the Loan Agreement, Future Private Equity Fund Management (Hainan) Co., Limited loaned an amount of $ 7.28 million (RMB 50

million) to the third party at the annual interest rate of 8 % from July 15, 2022 to July 14, 2024 , guarantee by Junde Chen.

To strengthen

the liquidity, the Company negotiated with the borrower to early settle part of the loan.

As of April 17, 2023, the Company has received

repayment $ 5.09 million (RMB 35 million).

The amount of $ 2.12 million (RMB 15 million) will be repaid within 12 months.

On December 8, 2023, Future Private Equity Fund

Management (Hainan) Co., Limited entered into a “Loan Agreement” with a third party.

Pursuant to the Loan Agreement, Future

Private Equity Fund Management (Hainan) Co., Limited loaned an amount of $ 4.94 million (RMB 35 million) to the third party at the annual

interest rate of 5 % from December 8, 2022 to December 8, 2024 .

On December 8, 2023, Future Fin Tech (Hong Kong)

Limited entered into a “Loan Agreement” with a third party.

Pursuant to the Loan Agreement, Future Fin Tech (Hong Kong)

Limited loaned an amount of $ 5.00 million to the third party at the annual interest rate of 5 % from December 8, 2022 to December 8, 2024 .

of December 31, 2022, the balance of loan receivables was $ 19.16 million, which was from a third party.

September 8, 2021, FUCE Future Supply Chain (Xi’an) Co., Ltd., a wholly owned subsidiary of the Company, entered into a “Loan

Agreement” with a third party.

Pursuant to the Loan Agreement, FTFT HK loaned an amount of $ 6.36 million to the third party at the

annual interest rate of 10 % from May 31, 2022 to May 30,2023.

To strengthen the liquidity, the Company negotiated with the borrower to

early settle part of the loan.

As of April 17, 2023, the Company has received repayment $ 4.10 million.

Pursuant to the Loan Agreement, FUCE Future Supply Chain (Xi’an) Co., Ltd.

loaned an amount

of $ 0.22 million (RMB 1.5 million) to the third party at the annual interest rate of 5.25 % from September 8, 2021 to September 6, 2023 .

As of March 30, 2023, the Company has received repayment $ 0.22 million.

March 10, 2022, FTFT HK entered into a “Loan Agreement” with a third party.

Pursuant to the Loan Agreement, FTFT HK loaned

an amount of $ 5.00 million to the third party at the annual interest rate of 10 % from March 10, 2022 to September 9, 2024.

To strengthen

the liquidity, the Company negotiated with the borrower to early settle part of the loan.

As of April 17, 2023, the Company has received

repayment $ 2.16 million.

May 31, 2022, FTFT HK entered into a “Loan Agreement” with a third party.

Pursuant to the Loan Agreement, FTFT HK loaned

an amount of $ 6.36 million to the same third party at the annual interest rate of 10 % from May 31, 2022 to May 30,2023.

To strengthen

the liquidity, the Company negotiated with the borrower to early settle part of the loan.

As of April 17, 2023, the Company has received

repayment $ 6.36 million.

December 26, 2022, FTFT HK entered into a “Loan Agreement” with a third party.

Pursuant to the Loan Agreement, FTFT HK

loaned an amount of $ 0.40 million to the third party at the annual interest rate of 10 % from December 26, 2022 to March 26, 2023.

of April 17, 2023, the Company has received repayment $ 0.40 million.

Pursuant to the Loan Agreement, FTFT HK loaned

an amount of $ 0.40 million to the same third party at the annual interest rate of 10 % from December 26, 2022 to March 26, 2023.

April 17, 2023, the Company has received repayment $ 0.40 million.

July 14, 2022, Future Private Equity Fund Management (Hainan) Co., Limited entered into a “Loan Agreement” with a third party.

Pursuant to the Loan Agreement, Future Private Equity Fund Management (Hainan) Co., Limited loaned an amount of $ 7.18 million (RMB 50 million)

to the third party at the annual interest rate of 8 % from July 15, 2022 to July 14, 2023, guarantee by Junde Chen.

To strengthen the liquidity,

the Company negotiated with the borrower to early settle part of the loan.

As of April 17, 2023, the Company has received repayment $ 5.20

million (RMB 35 million).

The amount of $ 1.9 million (RMB 15

million) will be repaid within 3 months.

Pursuant to the Loan Agreement, Future Private Equity Fund Management (Hainan) Co., Limited loaned an amount of $ 7.28 million (RMB 50

million) to the third party at the annual interest rate of 8 % from July 15, 2022 to July 14, 2024, guarantee by Junde Chen.

To strengthen

the liquidity, the Company negotiated with the borrower to early settle part of the loan.

As of April 17, 2023, the Company has received

repayment $ 5.09 million (RMB 35 million).

The amount of $ 2.18 million (RMB 15 million) will be repaid within 12 months.

SHORT - TERM INVESTMENTS

of December 31, 2022, the balance of short - term investments was $ 0.99 million.

On September 6, 2021, Future Private Equity Fund

Management (Hainan) Co., Ltd.

invested $ 1.87 million

(RMB 13,000,000 ) to entrust Shanghai Yuli Enterprise Management Consulting Firm to invest in various types of investment portfolios.

According to the market value, the Company’s balance of the short - term investments was $ 0.99 million on December 31, 2022.

Due to fluctuations of the quoted shares included in its investment portfolios, the Company recognized an impairment to the

investment portfolio of $ 0.91 million.

of December 31, 2023 and 2022, the balance of short - term investments was $ 0.96 million and $ 0.99 million.

On September 6, 2021, Future

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

invested $ 1.87 million (RMB 13,000,000 ) to entrust Shanghai Yuli Enterprise Management

Consulting Firm to invest in various types of investment portfolios.

According to the market value, the Company’s balance of the

short - term investments was $ 0.98 and $ 0.99 million on December 31, 2023 and 2022.

Due to fluctuations of the quoted shares included

in its investment portfolios, the Company recognized an impairment to the investment portfolio of $ 12,633 and $ 0.91 million for the years

ended December 31, 2023 and 2022.

OTHER CURRENT ASSETS

amount of other current assets consisted of the followings:

Prepayments for Coal and Aluminum Ingots Supply Chain Financing/Trading

Prepayments for Supply Chain Financing/Trading

Prepaid expenses

of December 31, 2022, the balance of goodwill mainly represented an amount of $ 13.98 million that arose from acquisition of Nice Talent

Asset Management Limited (“Nice Talent”) in 2021 and Khyber Money Exchange Ltd., in 2022.

As of December 31, 2023, the balance of goodwill

mainly represented an amount of nil that arose from acquisition of Nice Talent Asset Management Limited (“Nice Talent”) in

2021, Khyber Money Exchange Ltd., in 2022, FTFT International Securities and Futures Limited (Hong Kong) and Future information service

(Shenzhen) Co., Ltd in 2023.

August 6, 2021, the Company through its wholly owned subsidiary Future FinTech (Hong Kong) Limited., completed its acquisition of 90 %

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60 % of the Purchase Price ($ 11.22

million) was paid in 2,244,156 pre reverse stock split shares of

common stock of the Company on August 4, 2021.

40 % of the Purchase Price ($7.39 million) in 20 % each installment shall be paid in shares

of common stock of the Company upon the completion of the audited reports for Nice Talent for each of the years ended on December 31,

2022 and 2021, respectively.

October 1, 2022, FTFT UK Limited, a wholly owned subsidiary of the Company acquired 100 % equity interest of Khyber Money Exchange Ltd.,

a company incorporated for £ 786,887 ($ 0.95 million).

The Company recorded $ 2.21 million of impairment loss in fiscal year

2022 related with goodwill mainly arose from acquisition of Nice Talent Asset Management Limited and FTFT Finance UK Limited (formerly

known as Khyber Money Exchange Ltd.).

Goodwill impairment test a s of December 31, 2022 using compare the carrying amount of the reporting

unit (including goodwill) with its fair value.

If the carrying amount exceeds the fair value, compare the implied fair value of the reporting

unit’s goodwill with the carrying amount of goodwill.

If the carrying amount of goodwill exceeds the implied fair value, an impairment

loss should be recognized.

On August 6, 2021 (“Acquisition Date”), the Company through

its wholly owned subsidiary Future FinTech (Hong Kong) Limited., completed its acquisition of 90 % of the issued and outstanding shares

of Nice Talent from Joy Rich Enterprises Limited for HK$ 144,000,000 (the “Purchase Price”) which shall be paid in the shares

of common stock of the Company (the “Company Shares”).

60 % of the Purchase Price ($ 11.22 million) was paid in shares of common

stock of the Company on August 4, 2021.

40 % of the Purchase Price ($ 7.12 million) in 20 % each installment shall be paid in shares of common

stock of the Company upon the completion of the audited reports for Nice Talent for each of the years ended on December 31, 2022 and 2021,

respectively.

million) was paid in 2,244,156 pre reverse stock split shares of common stock of the Company on August 4, 2021.

40 % of the Purchase

Price ($ 7.39 million) was paid in 299,221 shares of common stock of the Company on October 17, 2023.

On October 1, 2022, FTFT UK Limited, a wholly

owned subsidiary of the Company acquired 100 % equity interest of Khyber Money Exchange Ltd., a company incorporated for £ 786,887

($ 0.95 million).

The Company has changed its name from Khyber Money Exchange Ltd.

to FTFT Finance UK Limited on October 11, 2022.

On October 30, 2023, Future FinTech (Hong Kong)

Limited, a wholly owned subsidiary of the Company acquired 100 % equity interest of Alpha International Securities (Hong Kong) Limited

a company incorporated in Hong Kong for $ 1,791,174 (HKD 14,010,421 ).

The Company is securities business.

The Company has changed its name

from Alpha International Securities (Hong Kong) Limited to FTFT International Securities and Futures Limited on November 1, 2023.

On October 30, 2023, Future FinTech (Hong Kong)

Limited, a wholly owned subsidiary of the Company acquired 100 % equity interest of Alpha Information Services (Shenzhen) Co., Ltd for

$ 210,788 (HKD 1,649,528 ).

The Company is provided information services for FTFT International Securities and Futures Limited.

has changed its name from Alpha Information Services (Shenzhen) Co., Ltd to Future information service (Shenzhen) Co., Ltd on November

The Company recorded $ 14.15 million of impairment

loss in fiscal year 2023 related with goodwill mainly arose from acquisition of Nice Talent Asset Management Limited, Khyber Money Exchange

Ltd., Alpha International Securities (Hong Kong) Limited and Alpha Information Services (Shenzhen).

Goodwill impairment test a s of December

31, 2023 using compare the carrying amount of the reporting unit (including goodwill) with its fair value.

If the carrying amount exceeds

the fair value, compare the implied fair value of the reporting unit’s goodwill with the carrying amount of goodwill.

If the carrying

amount of goodwill exceeds the implied fair value, an impairment loss should be recognized.

August 6, 2021 (“Acquisition Date”), the Company through its wholly owned subsidiary Future FinTech (Hong Kong) Limited.,

completed its acquisition of 90 % of the issued and outstanding shares of Nice Talent from Joy Rich Enterprises Limited for HK$ 144,000,000

(the “Purchase Price”) which shall be paid in the shares of common stock of the Company (the “Company Shares”).

60 % of the Purchase Price ($ 11.22 million) was paid in shares of common stock of the Company on August 4, 2021.

40 % of the Purchase Price

($ 7.39 million) was paid in 299,221 shares of common stock of the Company on October 17, 2023.

transaction was accounted for in accordance with the provisions of ASC 805-10, Business Combinations.

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values assigned in these financial statements represent management’s best estimate of fair values as of the Acquisition Date.

required by ASC 805-20, Business Combinations—Identifiable Assets and Liabilities, and Any - Noncontrolling Interest,

management conducted a review to reassess whether they identified all the assets acquired and all the liabilities assumed, and followed

ASC 805-20’s measurement procedures for recognition of the fair value of net assets acquired.

required by ASC 805-20, Business Combinations—Identifiable Assets and Liabilities, and Any - Noncontrolling Interest, management

conducted a review to reassess whether they identified all the assets acquired and all the liabilities assumed, and followed ASC 805-20’s

measurement procedures for recognition of the fair value of net assets acquired.

following table summarizes the allocation of estimated fair values of net assets acquired and liabilities assumed:

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a company incorporated for £ 786,887 ($ 0.95 million).

The Company has changed its name from Khyber Money Exchange Ltd., to FTFT Finance

UK Limited on October 11, 2022.

The Company has changed its name from Khyber Money Exchange Ltd.

Finance UK Limited on October 11, 2022.

following table summarizes the allocation of estimated fair values of net assets acquired and liabilities assumed:

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Total purchase price for acquisition net of $ 166,676 of cash

Company has included the operating results of FTFT Finance UK Limited in its consolidated financial statements since the

Acquisition Date.

Nil in net sales and US$ 20,440 in net loss of FTFT Finance UK Limited were included in the consolidated financial statements

for the years ended December 31, 2022.

Had the acquisition been completed from beginning of the current year, the revenue and the

net loss of the Company would have been US$ 24.03 million and US$ 14.32 million.

Company’s noncancelable operating leases consist of leases for office spaces and computer processing center.

The Company is the

lessee under the terms of the operating leases.

For the year ended December 31, 2022, the operating lease cost was $ 1.06 million.

Company’s operating leases have remaining lease terms of approximately one year or less.

As of December 31, 2022, the weighted

average remaining lease term and weighted average discount rate were 4.25 years and 4.75 %, respectively.

The Company has included the operating results

of FTFT Finance UK Limited in its consolidated financial statements since the Acquisition Date.

Nil in net sales and US$ 20,440 in net

loss of FTFT Finance UK Limited were included in the consolidated financial statements for the years ended December 31, 2022.

acquisition been completed from beginning of the current year, the revenue and the net loss of the Company would have been US$ 24.03 million

and US$ 14.32 million, respectively.

International Securities (Hong Kong) Limited

On October 30, 2023, Future FinTech (Hong Kong)

Limited, a wholly owned subsidiary of the Company acquired 100 % equity interest of Alpha International Securities (Hong Kong) Limited

a company incorporated in Hong Kong for $ 1,791,174 (HKD 14,010,421 ).

The Company is securities business.

The Company has changed its name

from Alpha International Securities (Hong Kong) Limited to FTFT International Securities and Futures Limited on November 1, 2023.

Information Services (Shenzhen) Co., Ltd

On October 30, 2023, Future FinTech (Hong Kong)

Limited, a wholly owned subsidiary of the Company acquired 100 % equity interest of Alpha Information Services (Shenzhen) Co., Ltd for

$ 210,788 (HKD 1,649,528 ).

The Company is provided information services for FTFT International Securities and Futures Limited.

has changed its name from Alpha Information Services (Shenzhen) Co., Ltd to Future information service (Shenzhen) Co., Ltd on November

following table summarizes the allocation of estimated fair values of net assets acquired and liabilities assumed:

Accounts receivable

Other current assets

Property, plant and equipment, net

Intangible assets

Right of use assets

Lease liability-current

Accounts payable

( 4,123,903 )

Accrued expenses and other payables

Net identifiable assets acquired

$ ( 2,849,685 )

Total purchase price for acquisition net of $ 4,679,434 of cash

$ ( 2,677,472 )

The Company has included the operating results

of FTFT International Securities and Futures Limited in its consolidated financial statements since the Acquisition Date.

US$ 294,437 in

net sales and US$ 88,408 in net income of FTFT International Securities and Futures Limited were included in the consolidated financial

statements for the years ended December 31, 2023.

Company has included the operating results of Future information service (Shenzhen) Co., Ltd in its consolidated financial statements

since the Acquisition Date.

US$ 1,390 in net sales and US$ 50,80 in net loss of Future information service (Shenzhen) Co., Ltd were included

in the consolidated financial statements for the years ended December 31, 2023.

The Company’s noncancelable operating leases consist of leases

for office spaces and computer processing center.

The Company is the lessee under the terms of the operating leases.

For the year ended

December 31, 2023, the operating lease cost was $ 1.29 million.

The Company’s operating leases have remaining

lease terms of approximately 42 months.

As of December 31, 2023, the weighted average remaining lease term and weighted average discount

rate were 3.52 years and 4.75 %, respectively.

of lease liabilities were as follows:

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Long term obligations

The Company leases office space and equipment

under various short-term operating leases.

As permitted by ASC 842, the Company has elected the practical expedient for short-term leases,

whereby lease assets and lease liabilities are not recognized on the balance sheet.

Short term leases cost was $ 0.39 million for the year

ended December 31, 2022.

Company leases office space and equipment under various short-term operating leases.

As permitted by ASC 842, the Company has elected

the practical expedient for short-term leases, whereby lease assets and lease liabilities are not recognized on the balance sheet.

term leases cost was $ 0.26 million for the year ended December 31, 2023.

PROPERTY, PLANT AND EQUIPMENT, NET

and equipment consist of the following:

equipment, fixtures and furniture

Office equipment, fixtures and furniture

accumulated depreciation and amortization

Construction in progress

expense included in general and administration expenses for the years ended December 31, 2023 and 2022 was $ 273,106 and $ 185,151 respectively.

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From January 1, 2028 to December 31, 2029

Note payable consist of the following:

trading rights of license plates 1 and 2 on the Hong Kong Stock Exchange have no expiration date and do not require amortization, amount

was $ 127,948 .

of December 31, 2023, note payable was nil .

of December 31, 2022, note payable consist of the following:

interest rate

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an event of default resulting in accelerated maturity or a failure to pay principal, interest or premium when due, the overdue interest

shall be charged at 0.05 % per day, without the need to notify the

applicant and sign another loan contract.

As of December 31, 2022, there was no such event of default.

LONG TERM DEBT

As of December 31, 2022, long term debt were nil .

of December 31, 2021, loan payables were $ 0.19 million, which consisted of the loan payable of $ 0.19 million to Shaanxi Entai Bio-Technology

loan from Shaanxi Entai Bio-Technology Co., Ltd of $ 0.19 million was interest free and has no assets pledged for this loan from August

1, 2019 to August 1, 2024.

On September 5, 2022, the Company pay

off to Shaanxi Entai Bio-Technology Co., Ltd.

shall be charged at 0.05 % per day, without the need to notify the applicant and sign another loan contract.

As of December 31, 2022,

there was no such event of default.

ACCOUNT PAYABLES

amount of account payables were consisted of the followings:

Coal and Aluminum Ingots Supply Chain Financing/Trading payment

Supply Chain Financing/Trading payment

ACCRUED EXPENSES AND OTHER PAYABLES

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Wages and employee reimbursement

Provision for legal case

In January 2021, FT Global Capital, Inc.

Global”), a former placement agent of the Company filed a lawsuit against the Company in the Superior Court of Fulton County, Georgia.

FT Global served the complaint upon the Company in January 2021.

In the complaint, FT Global alleges claims, most of which attempt to

hold the Company liable under legal theories that relate back to an alleged breach of an exclusive placement agent agreement between FT

Global and the Company in July 2020 which had a term of three months.

FT Global claims that the Company failed to compensate FT Global

for securities purchase transactions between December 2020 and April 2021, pursuant to the terms of the expired exclusive placement agent

On April 11, 2024, on which date the jury returned a verdict in favor of FT Global and the Court entered a judgment awarding

FT Global $ 8,875,265 .

CONVERTIBLE NOTES PAYABLE

of December 31, 2023 and 2022, convertible debt consisted of the following:

( 1,163,146 )

DEFERRED LIABILITIES

of December 31, 2022, the balance of deferred liabilities mainly represented an amount of $ 7.39 million that arose from the payment for

the remaining 40 % of the Purchase Price of the acquisition of Nice Talent Asset Management Limited (“Nice Talent”).

the Purchase Price in 20 % each installment shall be paid in shares of common stock of the Company upon the completion of the audited

reports for Nice Talent for the years ended on December 31, 2022 and 2021.

DIVIDEND PAYABLES

of December 31, 2022, the balance of dividend payables was nil .

As of December 31, 2021, the balance of dividend payables was $ 0.06

Nice Talent Asset Management Limited declared dividend for HKD 27,500 per ordinary share, in a sum of HKD 4,950,000 ($ 634,773 )

to its shareholders.

90 % ($ 571,296 ) of the dividend were to Future FinTech (Hong Kong) Limited, a wholly owned subsidiary of the Company,

and 5% ($31,738.5) of the dividend was to Aspenwood Capital Partner Limited and 5% ($31,738.5) of the dividend was to Cheung Hiu Tung,

respectively.

Dividend were paid on February 7, 2022.

of December 31, 2023 and 2022, the balance of deferred liabilities mainly represented an amount of nil and $ 7.39 million that arose from

the payment for the remaining 40 % of the Purchase Price of the acquisition of Nice Talent Asset Management Limited (“Nice Talent”).

40 % of the Purchase Price ($ 7.39 million) was paid in 299,221 shares of common stock of the Company on October 17, 2023.

RELATED PARTY TRANSACTION

of December 31, 2023, the amount due to the related parties was consisted of the followings:

Corporate legal representative

Other payables, interest free and payment on demand.

Chief Financial Officer of the Company

Accrued expenses, interest free and payment on demand.

Xiaochen Zhao

Corporate legal representative

Accrued expenses, interest free and payment on demand.

NTAM’s Director

Other payables, interest free and payment on demand.

of December 31, 2023, the amount due from the related parties was consisted of the followings:

Deputy General Manager of a subsidiary of the Company

Loan receivables*, interest free and payment on demand.

2023, the Company had the following transactions with related parties:

JKNDC Limited

A company owned by the minority shareholder of NTAM

Other income, net

JKNDC Limited

A company owned by the minority shareholder of NTAM

Cost of revenue- Asset management service

Nice Talent Partner Limited

A company owned by the minority shareholder of NTAM

Consultancy fee

fiscal year 2023, the Company extended advances amounting to $ 351,004 to five key management personnel, and a total of $ 341,190 had been

either repaid or classified as business expenses.

fiscal year 2023, one key management personnel advanced a total of $ 4,330 to the Company.

fiscal year 2023, the Company did not pay a bonus to a key management personnel a total of $ 401,516 .

of December 31, 2022, the amount due to the related parties was consisted of the followings:

Reits (Beijing) Technology Co., Ltd

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Chief Executive Officer of the FTFT Capital Investments L.L.C.

Chief Strategy Officer of the Company

and Chief Strategy Officer of the Company

Loan receivables*, interest free and payment on demand.

11 unchanged sentences

Consultancy fee

Nice Talent Partner Limited

A company owned by the minority shareholder of NTAM

Consultancy fee

Nice Talent Partner Limited

A company owned by the minority shareholder of NTAM

Consultancy fee

Ningbo Tielin Supply Chain Management Co., Ltd

General Manager of Fuce

Future Supply Chain (Xi'an) Co., Ltd.

is a shareholder of Ningbo Tielin

Revenue - Sales of Coals

During fiscal year 2022, the Company extended

advances amounting to $ 160,539 to six key management personnel, and a total of $ 171,863 had been either repaid or classified as business

During fiscal year 2022, five key management personnel

advanced a total of $ 132,770 to the Company, and the Company repaid $ 29,830 to them.

of December 31, 2021, the amounts due to the related parties were consisted of the followings:

General Manager of a subsidiary of the Company

Loan payables, interest free and payment on demand.

Vice president of the Company

Accrued expenses, interest free and payment on demand.

Shaanxi Fu Chen Venture Capital Management Co.

(“Shaanxi Fu Chen”)

Two outside shareholders of the Company are shareholders of Shaanxi Fu Chen

Other payables, interest free and payment on demand.

Future Supply Chain Co., Ltd.

Shaanxi Fu Chen holds 100% interest of this company

Other payables, interest free and payment on demand.

Reits (Beijing) Technology Co., Ltd

Zhi Yan is the legal representative of this company

Acquisition of intangibles upon the full completion of the online platform pursuant to an agreement originally entered between parties before Zhi Yan became a related party.

The amount is interest free and payment on demand.

Shaanxi Chunlv Ecological Agriculture Co.

Shaanxi Fu Chen holds 80% interest of this company

Other payables, interest free and payment on demand.

Chief Financial Officer of the Company

Accrued expenses, interest free and payment on demand.

Ola Johannes Lind

Chief Executive Officer of a subsidiary of the Company and Chief Strategy Officer of the Company

Other payables, interest free and payment on demand.

Deputy General Manager of a subsidiary of the Company

Accrued expenses, interest free and payment on demand.

Shaanxi Fuju Mining Co., Ltd

Shaanxi Fu Chen holds 80% interest of this company

Other payables, interest free and payment on demand.

of December 31, 2021, the amounts due from the related parties were consisted of the followings:

Shaanxi Fu Chen Venture Capital Management Co.

(“Shaanxi Fu Chen”)

Two outside shareholders of the Company are shareholders of Shaanxi Fu Chen

Loan receivables*, interest rate 5.25% and payment on demand.

A minority shareholder of a subsidiary of the Company

Advance to pay for the incorporation costs of the establishment of the subsidiary in Dubai*

Amount is interest free and payment on demand.

During 2021, the Company had the following transactions

with related parties:

Shaanxi Fu Chen Venture Capital Management Co.

(“Shaanxi Fu Chen”)

Two outside shareholders of the Company are shareholders of Shaanxi Fu Chen

Interest rate 5.25% and payment on demand.

Shanchun Huang

Chief Executive Officer of the company;

Director of the Board

Interest free and payment on demand.

Chief Technology Officer of the company

Interest free and payment on demand.

Shaanxi Fu Chen repaid loan interest of $ 3,379

During fiscal year 2021, the Company repaid loans

to two key management personnel, which included a loan from the previous year amounting to $442,195 and a loan from the current year amounting

During fiscal year 2021, the Company extended

advances amounting to $391,250 to ten key management personnel, and a total of $675,637 had been either repaid or classified as business

During fiscal year 2021, ten key management personnel

advanced a total of $489,885 to the Company.

* The related party transactions have been approved by the Company’s Audit Committee.

The Company is incorporated in the United States

of America and is subject to United States federal taxation.

The applicable tax rate is 21 % in 2022 and 2021.

No provisions for income

taxes have been made, as the Company had no U.S.

taxable income for the years ended December 31, 2022 and 2021.

For the years ended December

31, 2022 and 2021, the Company had current income tax expenses of $ 456,598 and $ 73,400 , respectively.

Company evaluates the level of authority for each uncertain tax position (including the potential application of interest and

penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions.

ended December 31, 2022, the Company had no unrecognized tax benefits.

Due to uncertainties surrounding future utilization, the

Company estimates there will not be sufficient future income to realize the deferred tax assets for certain subsidiaries and a

fiscal year 2022, the Company extended advances amounting to $ 160,539 to six key management personnel, and a total of $ 171,863 had been

either repaid or classified as business expenses.

fiscal year 2022, five key management personnel advanced a total of $ 132,770 to the Company, and the Company repaid $ 29,830 to them.

related party transactions have been approved by the Company’s Audit Committee.

Company is incorporated in the United States of America and is subject to United States federal taxation.

The applicable tax rate is

21 % in 2023 and 2022.

No provisions for income taxes have been made, as the Company had no U.S.

taxable income for the years ended December

31, 2023 and 2022.

For the years ended December 31, 2023 and 2022, the Company had current income tax expenses of nil and $ 456,598 , respectively.

Company evaluates the level of authority for each uncertain tax position (including the potential application of interest and penalties)

based on the technical merits, and measures the unrecognized benefits associated with the tax positions.

For the year ended December

31, 2023, the Company had no unrecognized tax benefits.

Due to uncertainties surrounding future utilization, the Company estimates there

will not be sufficient future income to realize the deferred tax assets for certain subsidiaries and a VIE.

amount of unrecognized deferred tax liabilities for temporary differences related to the dividend from foreign subsidiaries is not determined

8 unchanged sentences

not recorded any deferred taxes in relation to US tax on the cumulative amount of undistributed retained earnings since January 1, 2008.

on January 1, 2008, the PRC Enterprise Income Tax Law, EIT Law, and Implementing Rules imposed a unified enterprise income tax rate

of 25% on all domestic-invested enterprises and foreign-invested enterprises in the PRC, unless they qualify under certain limited

on January 1, 2008, the PRC Enterprise Income Tax Law, EIT Law, and Implementing Rules imposed a unified enterprise income tax rate of

25 % on all domestic-invested enterprises and foreign-invested enterprises in the PRC, unless they qualify under certain limited exceptions.

The tax rate for pre-tax profits below RMB 1 million to RMB 3 million is 5 %;

the tax rate for pre-tax profits between

RMB1 million to RMB 3 million is 10%.

E-Commerce Tianjin, Future Supply (Chengdu) Co., Ltd.

and Future Big Data (Chengdu) Co., Ltd.

were subject to an enterprise income tax rate of 2.5% and 10% in 2021, the applicable tax rate is 25% in 2022.

Other subsidiaries and VIE were subject to an enterprise income tax

the tax rate for pre-tax profits between RMB 1 million to

RMB 3 million is 10 %.

Other Subsidiaries and VIE were subject to an enterprise income tax rate of 25 %.

of Future Fin-Tech (Hong Kong) Limited, QR (HK) Limited and Nice Talent Asset Management Limited is incorporated in Hong Kong and is

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relevant Hong Kong tax laws.

The applicable tax rate below HKD2 million is 8.5 %, exceeding HKD2 million is 16.5 % in Hong

The applicable tax rate below HKD2 million is 8.5 %, exceeding HKD2 million is 16.5 % in Hong Kong.

UK Limited is incorporated in United Kingdom and is subject to United Kingdom Profits Tax on the taxable income as reported in its statutory

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The applicable tax rate is nil in British Virgin Island.

FTFT Paraguay S.A.

is incorporated in Republic of Paraguay.

The applicable

tax rate is 10 %.

components of the provision for income taxes are as follows:

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( 8,599,957 )

( 3,373,017 )

Others, primarily the difference in tax rates

2 unchanged sentences

The Company recorded $ 14.16 million of impairment

loss in the year ended 2022 relating to the short - term investments $ 0.91 million, impairment of goodwill $ 2.21 million and impairment

of intangible assets $ 0.13 million.

The Company has intangible assets for certain

acquired trade names and trademarks which are determined to have indefinite useful lives.

The Company test indefinite-lived intangible

assets for impairment annually the same measurement date as goodwill, the first day of our fiscal fourth quarter, or more frequently if

events or changes in circumstances indicate that it is more likely than not that the asset is impaired.

Based on annual analysis, impairment

of intangible assets $ 0.13 million.

loss in the year ended 2023 relating to the short - term investments $ 12,633 and impairment of goodwill $ 14.15 million.

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

invested $ 1.83 million (RMB 13,000,000 ) to entrust Shanghai Yuli Enterprise

Management Consulting Firm to invest in various types of investment portfolios.

The Company may still suffer significant impairment

loss or downward adjustments of our investments in the future, due to the potential worsening global economic conditions and the

recent disruptions to, and volatility in, the continuing low

market price of shares caused the Company to recognize a fair-value loss in 2022.

According to the market value, the Company’s

balance of the short - term investments was $ 0.99 million

on December 31, 2022.

Goodwill represents the excess of the cost over the net tangible and

identified intangible assets of acquired businesses.

The Company evaluate goodwill for impairment annually as of the first day of our

fiscal fourth quarter, or more frequently if events or changes in circumstances indicate the carrying value of goodwill may not be recoverable.

invested $ 1.83 million (RMB 13,000,000 ) to entrust Shanghai Yuli Enterprise Management

Consulting Firm to invest in various types of investment portfolios.

The Company may still suffer significant impairment loss or downward

adjustments of our investments in the future, due to the potential worsening global economic conditions and the recent disruptions to,

and volatility in, the continuing low market price of shares caused the Company to recognize a fair-value loss in 2023.

to the market value, the Company’s balance of the short - term investments was $ 12,633 on December 31, 2023.

Goodwill represents the excess of the cost over

the net tangible and identified intangible assets of acquired businesses.

The Company evaluate goodwill for impairment annually as of

the first day of our fiscal fourth quarter, or more frequently if events or changes in circumstances indicate the carrying value of goodwill

may not be recoverable.

Based on the impairment analysis performed in the fourth quarter.

The Company recorded $ 2.21 million of impairment loss in fiscal year

2022 related with goodwill mainly arose from acquisition of Nice Talent Asset Management Limited and FTFT Finance UK Limited (formerly

known as Khyber Money Exchange Ltd.).

Goodwill impairment test as of December 31, 2022 using compare the carrying amount of the reporting

unit (including goodwill) with its fair value.

If the carrying amount exceeds the fair value, compare the implied fair value of the reporting

unit’s goodwill with the carrying amount of goodwill.

If the carrying amount of goodwill exceeds the implied fair value, an impairment

loss should be recognized.

OTHER INCOME (EXPENSES), NET

amount of other income (expenses) were consisted of the followings:

Gain on waiver of long term payables

Government subsidies

Exchange gains

Other expenses (income)

Total other income, net

The Company recorded $ 14.15 million of impairment

loss in fiscal year 2023 related with goodwill mainly arose from acquisition of Nice Talent Asset Management Limited, Khyber Money Exchange

Ltd., Alpha International Securities (Hong Kong) Limited and Alpha Information Services (Shenzhen).

Goodwill impairment test as of December

31, 2023 using compare the carrying amount of the reporting unit (including goodwill) with its fair value.

If the carrying amount exceeds

the fair value, compare the implied fair value of the reporting unit’s goodwill with the carrying amount of goodwill.

If the carrying

amount of goodwill exceeds the implied fair value, an impairment loss should be recognized.

Company recorded $ 3.25 million of impairment loss in the year ended 2022 relating to the short - term investments $ 0.91 million, impairment

of goodwill $ 2.21 million and impairment of intangible assets $ 0.13 million.

Company has intangible assets for certain acquired trade names and trademarks which are determined to have indefinite useful lives.

Company test indefinite-lived intangible assets for impairment annually the same measurement date as goodwill, the first day of our fiscal

fourth quarter, or more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired.

Based on annual analysis, impairment of intangible assets $ 0.13 million.

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

invested $ 1.83 million (RMB 13,000,000 ) to entrust Shanghai Yuli Enterprise Management

Consulting Firm to invest in various types of investment portfolios.

The Company may still suffer significant impairment loss or downward

adjustments of our investments in the future, due to the potential worsening global economic conditions and the recent disruptions to,

and volatility in, the continuing low market price of shares caused the Company to recognize a fair-value loss in 2022.

to the market value, the Company’s balance of the short - term investments was $ 0.99 million on December 31, 2022.

represents the excess of the cost over the net tangible and identified intangible assets of acquired businesses.

The Company evaluate

goodwill for impairment annually as of the first day of our fiscal fourth quarter, or more frequently if events or changes in circumstances

indicate the carrying value of goodwill may not be recoverable.

Based on the impairment analysis performed in the fourth quarter.

Company recorded $ 2.21 million of impairment loss in fiscal year 2022 related with goodwill mainly arose from acquisition of Nice Talent

Asset Management Limited and FTFT Finance UK Limited (formerly known as Khyber Money Exchange Ltd.).

Goodwill impairment test as of December

31, 2022 using compare the carrying amount of the reporting unit (including goodwill) with its fair value.

If the carrying amount exceeds

the fair value, compare the implied fair value of the reporting unit’s goodwill with the carrying amount of goodwill.

If the carrying

amount of goodwill exceeds the implied fair value, an impairment loss should be recognized.

SHARE BASED COMPENSATION

On February 1, 2023, the Company has authorized

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

February 1, 2023, the Company has authorized and approved a 1-for-5 reverse stock split of the Company’s authorized shares of common

stock from 300,000,000 shares to 60,000,000 shares.

Service Agreement

On January 25, 2020, the Company entered into a Consulting Service

Agreement (the “Agreement”) with Dragon Investment Holding Limited (Malta) (the “Consultant”), a company incorporated

in Malta, pursuant to which Consultant will:

(i) help the Company to locate new merger projects globally, develop new merger strategy

and provide the Company with at least five (5) merger and acquisition targets that have synergy with the Company’s business and

development plans and could clearly contribute to the Company’s strategic goals each year;

(ii) help the Company to map out new

growth strategies in addition to its current business;

(iii) work with the Company to explore new lines of business and associated growth

and (iv) conduct market research and evaluating variable projects and providing feasibility studies per Company’s request

from time to time.

January 25, 2020, the Company entered into a Consulting Service Agreement (the “Agreement”) with Dragon Investment Holding

Limited (Malta) (the “Consultant”), a company incorporated in Malta, pursuant to which Consultant will:

(i) help the Company

to locate new merger projects globally, develop new merger strategy and provide the Company with at least five (5) merger and acquisition

targets that have synergy with the Company’s business and development plans and could clearly contribute to the Company’s

strategic goals each year;

(ii) help the Company to map out new growth strategies in addition to its current business;

(iii) work with

the Company to explore new lines of business and associated growth strategies;

and (iv) conduct market research and evaluating variable

projects and providing feasibility studies per Company’s request from time to time.

The term of the Agreement is three years.

In consideration of the services to be provided by the Consultant to the

Company, the Company agrees to pay the Consultant a three-year consulting fee totaling $ 3.0 million.

The Company shall issue a total of

3,750,000 restricted shares of the Company Common Stock (the “Consultant Shares”) at a price of $ 0.794 per share (the closing

price of the Agreement date), as the payment for the above mentioned consultant fee to the Consultant.

On February 23, 2020, the Company

issued the Consultant Shares pursuant to the Agreement, of which 1,500,000 shares were released to the Consultant immediately, 1,125,000

and 1,125,000 shares, respectively, will be held by the Company and released to the Consultant on January 25, 2021 and January 25, 2022

if this Agreement has not been terminated and there has been no breach of the Agreement by the Consultant at such time.

If the second

and/or third release of the shares mentioned above does not occur, such shares shall be returned to the Company as treasury shares.

shares contemplated in the Agreement were issued pursuant to the exemption from registration provided by Regulation S promulgated under

the Securities Act of 1933, as amended.

For the year ended December 31, 2020, the Company recorded stock related compensation of $ 1.19

million, based on the stock closing price of $ 0.794 on the Agreement date, for the 1,500,000 shares which were released to the Consultant

immediately upon issuance.

On January 25, 2021, the Company recorded stock related compensation of $ 0.89 million, based on the stock closing

price of $ 0.794 on the date of the Agreement, for the 1,125,000 shares which were released to the Consultant on January 25, 2021.

25, 2022, the Company released the final 1,125,000 shares to the Consultant and the Company has recognized stock related compensation

of $ 0.89 million for the 1,125,000 shares.

consideration of the services to be provided by the Consultant to the Company, the Company agrees to pay the Consultant a three-year

consulting fee totaling $ 3.0 million.

The Company shall issue a total of 3,750,000 restricted shares of the Company Common Stock (the

“Consultant Shares”) at a price of $ 0.794 per share (the closing price of the Agreement date), as the payment for the above

mentioned consultant fee to the Consultant.

On February 23, 2020, the Company issued the Consultant Shares pursuant to the Agreement,

of which 1,500,000 shares were released to the Consultant immediately, 1,125,000 and 1,125,000 shares, respectively, will be held by

the Company and released to the Consultant on January 25, 2021 and January 25, 2022 if this Agreement has not been terminated and there

has been no breach of the Agreement by the Consultant at such time.

If the second and/or third release of the shares mentioned above

does not occur, such shares shall be returned to the Company as treasury shares.

The shares contemplated in the Agreement were issued

pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended.

year ended December 31, 2020, the Company recorded stock related compensation of $ 1.19 million, based on the stock closing price of $ 0.794

on the Agreement date, for the 1,500,000 shares which were released to the Consultant immediately upon issuance.

On January 25, 2021,

the Company recorded stock related compensation of $ 0.89 million, based on the stock closing price of $ 0.794 on the date of the Agreement,

for the 1,125,000 shares which were released to the Consultant on January 25, 2021.

On January 25, 2022, the Company released the final

1,125,000 shares to the Consultant and the Company has recognized stock related compensation of $ 0.89 million for the 1,125,000 shares.

The share numbers in this Note 25 are pre-reverse stock split effected on February 1, 2023.

the years ended December 31, 2022 and 2021, the Company collectively attributed $ 36,975 and $ 61,382 of retained earnings for their

statutory reserves, respectively.

laws and regulations permit payments of dividends by the Company’s subsidiaries incorporated in the PRC only out of their

retained earnings, if any, as determined in accordance with PRC accounting standards and regulations.

In addition, the

Company’s subsidiaries incorporated in the PRC are required to annually appropriate 10 % of their net income to the statutory

reserve prior to payment of any dividends, unless the reserve has reached 50 % of their respective registered capital.

registered share capital and capital reserve accounts are also restricted from distribution.

As a result of the restrictions

described above and elsewhere under PRC laws and regulations, the Company’s subsidiaries incorporated in the PRC are

restricted in their ability to transfer a portion of their net assets to the Company in the form of dividends.

The restriction

amounted to $ 31,474,600 (RMB 211,700,556 ) as of December 31, 2022.

Except for the above or disclosed elsewhere, there is no other restriction on the use of proceeds generated by the Company’s

subsidiaries to satisfy any obligations of the Company.

the years ended December 31, 2023 and 2022, the Company collectively attributed nil and $ 36,975 of retained earnings for their statutory

reserves, respectively.

laws and regulations permit payments of dividends by the Company’s subsidiaries incorporated in the PRC only out of their retained

earnings, if any, as determined in accordance with PRC accounting standards and regulations.

In addition, the Company’s subsidiaries

incorporated in the PRC are required to annually appropriate 10 % of their net income to the statutory reserve prior to payment of any

dividends, unless the reserve has reached 50 % of their respective registered capital.

Furthermore, registered share capital and capital

reserve accounts are also restricted from distribution.

As a result of the restrictions described above and elsewhere under PRC laws

and regulations, the Company’s subsidiaries incorporated in the PRC are restricted in their ability to transfer a portion of their

net assets to the Company in the form of dividends.

The restriction amounted to $ 25,677,345 (RMB 181,864,932 ) as of December 31, 2023.

Except for the above or disclosed elsewhere, there is no other restriction on the use of proceeds generated by the Company’s subsidiaries

to satisfy any obligations of the Company.

Payments-omnibus

14 unchanged sentences

pre-reverse stock split effected on February 1, 2023.

Securities Purchase Agreement

On December 24, 2020, the Company entered into

a securities purchase agreement with certain purchasers, pursuant to which the Company sold to the purchasers in a registered direct offering,

an aggregate of 4,210,530 units, each consisting of one share of our common stock and a warrant to purchase 1 share of our Common Stock,

at a purchase price of $ 1.90 per unit, for aggregate gross proceeds to the Company of $ 8,000,007 , before deducting fees to the placement

agent and other offering expenses payable by the Company.

On December 29, 2020, the Company issued Units consisting of an aggregate of

4,210,530 shares of our Common Stock and warrants to purchase up to an aggregate of 4,210,530 shares of our Common Stock at an exercise

price of $ 2.15 per share (the “Investors’ Warrants”).

The Investors’ Warrants have a term of five years and are

exercisable by the holder at any time after the date of issuance.

In connection with the offering, the Company also issued placement agent

a warrant to purchase 210,526 shares of our Common Stock (the “Placement Agent Warrant”) on substantially the same terms

as the Investors’ Warrants, except that the Placement Agent Warrant has an exercise price of $ 2.375 per share and are not exercisable

until June 24, 2021.

The net proceeds from offering were $ 7,338,500 ,

after deducting underwriting discounts and commissions and other estimated offering expenses, and were received on December 29, 2020.

The Company issued 4,210,530 shares of its Common Stock to the purchaser on December 29, 2020.

During the three months ended March 31,

2021, the Investors Warrants to purchase an aggregate of 4,210,530 shares of common stock were fully exercised by the investors.

On January 11, 2021, the Company entered

into a securities purchase agreement with certain purchasers identified on the signature page thereto, pursuant to which the Company

sold to the purchasers in a registered direct offering, an aggregate of 3,000,000 share of its common stock, par value $ 0.001 per share

at a purchase price of $ 5.00 per share, for aggregate net proceeds to the Company of $ 13,797,732 , after deducting fees to the placement

agent and other offering expenses payable by the Company.

On January 13, 2021, the Company issued 3,000,000 shares of common stock pursuant

to this Agreement.

On February 9, 2021, the Company entered into

a securities purchase agreement with certain purchasers identified on the signature page thereto, pursuant to which the Company sold

to the purchasers in a registered direct offering, an aggregate of 2,000,000 shares of its common stock, par value $ 0.001 per share at

a purchase price of $ 5.95 per share, for aggregate net proceeds to the Company of $ 10,992,250 , after deducting fees to the placement agent

and other offering expenses payable by the Company.

The Company issued 2,000,000 shares of common stock to the purchasers on February

On April 1, 2021, the Company entered into a Securities

Purchase Agreement with certain purchasers identified on the signature page thereto (the “Purchasers”), pursuant to which

the Company sold to the Purchasers in a registered direct offering, an aggregate of 5,737,706 shares of its common stock, par value $ 0.001

per share at a purchase price of $ 6.10 per share, for aggregate net proceeds to the Company of approximately $ 32,380,492 , after deducting

fees to the placement agent and other offering expenses payable by the Company.

The Company issued 5,737,706 shares of common stock to

the purchasers on April 5, 2021.

On April 12, 2017, the Company entered into a

Securities Purchase Agreement with certain purchasers (the “Purchasers”), pursuant to which the Company offered and sold to

the Purchasers, in a registered direct offering, an aggregate of 862,097 shares of common stock, par value $0.001 per share.

concurrent private placement, the Company also issued to the each of the Purchasers a warrant to purchase one (1) share of the Company’s

Common Stock for each share purchased under the Purchase Agreement, pursuant to that certain Common Stock Purchase Warrant, by and between

the Company and each Purchaser (each, a “Warrant”, and collectively, the “Warrants”).

The Warrants will be exercisable

beginning on the six-months anniversary of the date of issuance at an initial exercise price of $5.20 per share and will expire on the

five and a half year anniversary of the date of issuance.

During the year ended December 30, 2021, the holders of the Warrants purchased

an aggregate of 319,350 shares of common stock of the Company for $ 1,654,224 , of which 1,230 shares of common stock were issued based

upon cashless exercises.

On July 26, 2021, the Company entered into a Securities

Purchase Agreement (the “Agreement”) with certain investors identified on the signature pages thereto (the “Purchasers”),

pursuant to which the Company agreed to sell to the Purchasers in a private placement 548,799 shares (the “Shares”) of the

Company’s common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $2.83 per share for

an aggregate offering price of $1,553,101 (the “Private Placement”).

The Private Placement was completed pursuant to the exemption

from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended.

On August 6, 2021, the Company, through its wholly

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

Asset Management Limited from Joy Rich Enterprises Limited (the “Nice Shares”) for HK$144,000,000 (the “Purchase Price”)

which shall be paid in the shares of common stock of the Company (the “Company Shares”).

60% of the purchase price ($11.22

million) was paid in 2,244,156 shares of common stock of the Company on August 4, 2021, at a price of $5 per share.

The share numbers in this Note 26 are pre-reverse stock split effected

on February 1, 2023.

October 12, 2023, the Compensation Committee of the Board of Directors of the Company granted 2,890,000 shares of common stock of the

Company, par value $ 0.001 , pursuant to the Company’s 2023 Omnibus Equity Plan, to certain officers and employees of the Company

and its subsidiaries (the “Grantees”).

As the closing price of the Company stock was $ 1.20 on December 23, 2023, the Company

recorded an expense of $ 3.47 million in the third quarter of fiscal year 2023.

As of the date of this report, the Shares have been issued

to the Grantees.

Purchase Agreement

On December 24, 2020, the Company entered into a securities purchase

agreement with certain purchasers, pursuant to which the Company sold to the purchasers in a registered direct offering, an aggregate

of 4,210,530 units, each consisting of one share of our common stock and a warrant to purchase 1 share of our Common Stock, at a purchase

price of $ 1.90 per unit, for aggregate gross proceeds to the Company of $ 8,000,007 , before deducting fees to the placement agent and other

offering expenses payable by the Company.

On December 29, 2020, the Company issued Units consisting of an aggregate of 4,210,530 shares

of our Common Stock and warrants to purchase up to an aggregate of 4,210,530 shares of our Common Stock at an exercise price of $ 2.15

per share (the “Investors’ Warrants”).

The Investors’ Warrants have a term of five years and are exercisable by

the holder at any time after the date of issuance.

In connection with the offering, the Company also issued placement agent a warrant

to purchase 210,526 shares of our Common Stock (the “Placement Agent Warrant”) on substantially the same terms as the

Investors’ Warrants, except that the Placement Agent Warrant has an exercise price of $ 2.375 per share and are not exercisable until

June 24, 2021.

December 31, 2022 and 2023, outstanding warrant has 210,526 shares of our Common Stock.

August 6, 2021, the Company, through its wholly owned subsidiary Future FinTech (Hong Kong) Limited., completed its acquisition of 90 %

of the issued and outstanding shares of Nice Talent Asset Management Limited from Joy Rich Enterprises Limited (the “Nice Shares”)

for HK$ 144,000,000 (the “Purchase Price”) which shall be paid in the shares of common stock of the Company (the “Company

60 % of the purchase price ($ 11.22 million) was paid in 2,244,156 shares of common stock of the Company on August 4, 2021,

at a price of $ 5 per share.

40 % of the Purchase Price ($ 7.39 million) was paid in 299,221 shares of common stock of the Company on October

share numbers in this Note 22 are pre-reverse stock split effected on February 1, 2023.

DISCONTINUED OPERATIONS

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

was deregistered.

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

was dissolved and deregistered.

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

to an unrelated third party.

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

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

Fu Chen Venture Capital Management Co.

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

was dissolved and deregistered.

June 16, 2023, QR (HK) Limited was dissolved and deregistered.

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

was dissolved.

from discontinued operations for fiscal years 2023 and 2022 was as follows:

2 unchanged sentences

General and administrative

Selling expenses

Bad debt expenses

OTHER INCOME (EXPENSE)

1 unchanged sentence

Interest expense

Other income (expenses)

Loss from discontinued operations before income tax

1 unchanged sentence

Loss from discontinued operation before noncontrolling interest

Loss on disposal of discontinued operations

( 2,388,900 )

Gain (loss) on disposal of discontinued operations

Net loss attributable to non-controlling interests

2 unchanged sentences

major components of assets and liabilities related to discontinued operations are summarized below:

Amount due from related parties

Cash and cash equivalents

Other receivables

Property, plant and equipment, net

Total assets related to discontinued operations

Accrued expenses and other payables

Amount Due to Related Party

Total liabilities related to discontinued operations

SEGMENT REPORTING

its operation of the business, management, including our chief operating decision maker, who is our Chief Executive Officer, reviews certain

financial information, including segmented internal profit and loss statements prepared on a basis consistent with GAAP.

The Company operates

in four segments starting in fiscal 2021:

“shared shopping

mall membership fee, coal and aluminum ingots supply chain financing service and trading business and asset management service and others”.

the COVID-19 pandemic and restriction on large gatherings in China, which have made the promotion strategy for its online e-commerce

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

Due to lack of new members, difficulties in retaining old customers and significant decrease of revenue in e-commerce business, the Company

began to provide supply chain financing services during the second quarter of 2021 and the Company acquired Nice Talent and started to

provide asset management services since August 2021.

In its operation of the business, management,

including our chief operating decision maker, who is our Chief Executive Officer, reviews certain financial information, including segmented

internal profit and loss statements prepared on a basis consistent with GAAP.

The Company operates in three segments:

supply chain financing service

and trading business, asset management service and others.

The Company began to provide supply chain financing

services during the second quarter of 2021 and the Company acquired Nice Talent and started to provide asset management services since

The Company began to provide sand and steel supply chain financing services during the first quarter of 2023.

of our operation might not individually meet the quantitative thresholds for determining reportable segments and we determine the reportable

8 unchanged sentences

the gross profit of each reportable segment.

fiscal year 2022:

aluminum ingots

financing/trading

For fiscal year 2023:

Reportable segment revenue

Inter-segment loss

Revenue-third party

Revenue from external customers

Segment gross profit

fiscal year 2022:

aluminum ingots

financing/trading

Reportable segment revenue

2 unchanged sentences

Segment gross profit

Loss from Continuing Operations before Income Tax:

from Continuing Operations before Income Tax:

For the Years Ended,

Coals and aluminum ingots supply chain financing/trading

Supply chain financing/trading

Asset management service

Corporate and Unallocated

Total operating expenses and other expense (income)

Total operating expenses and other expense

Loss from Continuing Operations before Income Tax

1 unchanged sentence

( 13,492,067 )

Segment assets:

Coals and aluminum ingots supply chain financing/trading

Supply chain financing/trading

Asset management service

Corporate and Unallocated

Assets subject to attribution to business segments largely include

property, plant and equipment, receivable and right of use assets.

All other items are reflected in Corporate and Unallocated.

Assets related to discontinued operation

subject to attribution to business segments largely include property, plant and equipment, receivable and right of use assets.

items are reflected in Corporate and Unallocated.

COMMITMENTS AND CONTINGENCIES

15 unchanged sentences

FT Global claims approximately $ 7,000,000 in damages and attorneys’ fees.

Company timely removed the case to the United States District Court for the Northern District of Georgia (the (“Court”) on

February 9, 2021 based on diversity of jurisdiction.

On March 9, 2021, the Company filed a motion to dismiss based on FT Global’s

failure to state a claim which is pending before the Court.

On March 23, 2021, FT Global filed its response to the Company’s motion

FT Global argues that the Court should deny the Company’s motion to dismiss.

However, if the Court is inclined to grant

the Company’s motion to dismiss, FT Global requested that the Court permit it to file an amended complaint.

The Company timely removed the case to the

United States District Court for the Northern District of Georgia (the (“Court”) on February 9, 2021 based on diversity

of jurisdiction.

On March 9, 2021, the Company filed a motion to dismiss based on FT Global’s failure to state a claim which

is pending before the Court.

On March 23, 2021, FT Global filed its response to the Company’s motion to dismiss.

argues that the Court should deny the Company’s motion to dismiss.

However, if the Court is inclined to grant the

Company’s motion to dismiss, FT Global requested that the Court permit it to file an amended complaint.

On April 8, 2021, the

parties filed a Joint Preliminary Report and Discovery Plan.

On April 12, 2021, the Court approved the Joint Preliminary Report and Discovery

Plan and issued a Scheduling Order placing this case on a six-month discovery tract.

On April 30, 2021, the Company served FT Global

with its Initial Disclosures.

On April 12, 2021, the Court approved the Joint Preliminary Report and

Discovery Plan and issued a Scheduling Order placing this case on a six-month discovery tract.

On April 30, 2021, the Company served

FT Global with its Initial Disclosures.

On May 6, 2021, FT Global served the Company with its Initial Disclosures.

On May 17, 2021, FT Global served

the Company with its First Amended Initial Disclosures.

On November 10, 2021, the Court entered an Order granting the Company’s

motion to dismiss FT Global’s fraud claim and breach of contract claim as to the disclosure of its confidential and proprietary

The Court denied the Company’s motion to dismiss FT Global’s i) breach of contract claim for failure to pay

FT Global pursuant to the terms of the exclusive placement agent agreement;

ii) claim for breach of the covenant of good faith and fair

and iii) claim for attorney’s fees, and the Court concluded that additional information can be obtained through discovery.

The Company timely filed an answer and defenses to FT Global’s complaint on November 24, 2021.

On January 3, 2022, the Company

propounded discovery requests upon FT Global, including interrogatories and requests for production of documents.

On March 23, 2022,

the Company propounded requests for admission upon FT Global.

On March 24, 2022, FT Global propounded discovery requests upon the Company,

including requests for production of documents and requests for admission.

On April 1, 2022, FT Global served its response to the Company’s

On May 17, 2021,

FT Global served the Company with its First Amended Initial Disclosures.

On November 10, 2021, the Court entered an Order granting

the Company’s motion to dismiss FT Global’s fraud claim and breach of contract claim as to the disclosure of its

confidential and proprietary information.

The Court denied the Company’s motion to dismiss FT Global’s i) breach of

contract claim for failure to pay FT Global pursuant to the terms of the exclusive placement agent agreement;

ii) claim for breach

of the covenant of good faith and fair dealing;

and iii) claim for attorney’s fees, and the court concluded that additional

information can be obtained through discovery.

The Company timely filed an answer and defenses to FT Global’s complaint on

November 24, 2021.

On January 3, 2022 the Company propounded discovery requests upon FT Global, including interrogatories and

requests for production of documents.

On May 13, 2022, FT Global served its responses to the Company’s interrogatories and requests

for admissions.

On May 13, 2022, FT Global produced documents in response to the Company’s requests for production of documents.

On June 3, 2022, the Company produced documents in response to FT Global’s requests for production of documents.

On August 3, 2022,

the Company took the deposition of FT Global.

On March 23, 2022, the Company propounded requests for admission upon FT Global.

2022, FT Global propounded discovery requests upon the Company, including requests for production of documents and requests for

On April 1, 2022, FT Global served its response to the Company’s requests for production of documents.

2022, FT Global served its responses to the Company’s interrogatories and requests for admissions.

On May 13, 2022, FT Global

produced documents in response to the Company’s requests for production of documents.

On June 3, 2022, the Company produced

documents in response to FT Global’s requests for production of documents.

On August 3, 2022, the Company took the deposition

of FT Global.

On August 4, 2022, FT Global took the deposition of the Company.

On August 3, 2022, the

Court granted the parties’ Consent Motion to Extend Discovery Period extending the discovery period from August 5, 2022 to September

On August 3, 2022, the Court granted the

parties’ Consent Motion to Extend Discovery Period extending the discovery period from August 5, 2022 to September 14, 2022

and the deadline to file dispositive motions to October 12, 2022.

1 unchanged sentence

judgment on all claims asserted by FT Global in this lawsuit.

On November 2, 2022, FT Global filed its opposition to the Company’s

motion for summary judgment.

On November 16, 2022, the Company filed its reply in support of its motion for summary judgement on all

claims asserted by FT Global in this lawsuit.

The Company will continue to vigorously defend the action against FT Global.

On November 2, 2022, FT Global filed its opposition to the

Company’s motion for summary judgment.

On November 16, 2022, the Company filed its reply in support of its motion for summary

judgment on all claims asserted by FT Global in this lawsuit.

On August 31, 2023, the Court entered an Order denying the

Company’s motion for summary judgment.

On September 20, 2023, the parties filed a joint motion to extend the deadline to file

the consolidated pretrial order pending mediation of the case by the parties.

On September 21, 2023, the Court granted the

parties’ joint motion to extend the deadline to file the consolidated pretrial order to October 27, 2023.

On October 16, 2023,

the parties mediated the case.

On October 24, 2023, the parties filed another joint motion to extend the deadline to file the

consolidated pretrial order.

On October 27, 2023, the Court granted the parties’ joint motion to extend the deadline to file

the consolidated pretrial order to November 17, 2023 and set the case for trial on January 8, 2024.

Subsequently, the Court approved

an extension of the deadline to file a pretrial order to December 1, 2023.

The Court has also rescheduled the trial to

commence on April 8, 2024.

The trial began on April 8, 2024 and ended on April 11, 2024, on which date the jury returned a verdict

in favor of FT Global and the Court entered a judgment awarding FT Global $ 8,875,265.31 .

On April 12, 2024, FT Global requested that

the Court add $ 1,723,136.44 in prejudgment interest to the judgment amount.

The Company will continue to vigorously defend the

action against FT Global, including by appealing the judgment to the United States Court of Appeals for the Eleventh

RISKS AND UNCERTAINTIES

December 2019, a novel strain of coronavirus was reported and has spread throughout China and other parts of the world.

2020, the World Health Organization characterized the outbreak as a “pandemic”.

In early 2020, Chinese government took

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

buildings and facilities in China.

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

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

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

in January 2022 due to the COVID-19 outbreak.

The quarantines, travel restrictions, and the temporary closure of office buildings have

materially negatively impacted our business.

Our suppliers were negatively affected, and could continue to be negatively affected in

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

Our customers that have been negatively

impacted by the outbreak of COVID-19 may reduce their budgets to purchase products and services from us, which may materially adversely

impact our revenue.

The business operations of the third parties’ stores on our e-commerce platform have been and continue to be

negatively impacted by the outbreak, which in turn adversely affects the business of our platform as a whole as well as our financial

condition and operating results.

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

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

Although China has already begun to recover from the outbreak of COVID-19, there are still outbreak in various cities and provinces

due to new variants, including the recent outbreak of Omicron variant in Xi’an city, Hong Kong and Shanghai city in 2022 which

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

The Company’s

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

Chinese government still puts a restriction on large gatherings.

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

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

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

Also, since the second

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

supply chain financing services.

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

and intensity of its impacts.

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

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

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

could negatively affect our liquidity.

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

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

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

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

We currently believe that our financial resources will be adequate to

see us through the outbreak.

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

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

Consequently,

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

Any potential further impact to our results

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

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

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

Impact of COVID-19

In December 2019, a novel strain of

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

On March 11, 2020, the World Health

Organization characterized the outbreak as a “pandemic”.

In early 2020, Chinese government took emergency measures

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

facilities in China.

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

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.

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.

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.

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.

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.

are substantial uncertainties regarding the interpretation and application of PRC laws and regulations including, but not limited to,

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or new PRC laws or regulations may have on our business.

Customer concentration risk

For the year ended December 31, 2022, two customers accounted for 52.86 %

and 12.29 % of the Company’s total revenues.

For the year ended December 31, 2021, three customers accounted for 59.15 %, 19.74 % and

17.22 % of the Company’s total revenues.

Vendor concentration risk

For the year ended December 31, 2022, two vendors accounted for 18.85 %

and 15.87 % of the Company’s total purchases.

For the year ended December 31, 2021, three vendors accounted for 40.76 %, 23.17 % and

concentration risk

the year ended December 31, 2023, two customers accounted for 53.59 % and 32.74 % of the Company’s total revenues.

For the year ended

December 31, 2022, two customers accounted for 52.86 % and 12.29 % of the Company’s total revenues.

concentration risk

For the year ended December 31, 2023, one vendor accounted for 71.96 %

of the Company’s total purchases.

For the year ended December 31, 2022, two vendors accounted for 18.85 % and 15.87 % of the Company’s

total purchases.

SUBSEQUENT EVENTS

January 26, 2023, Future FinTech Group Inc.

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

of Amendment (the “Amendment”) to amend its Second Amended and Restated Articles of Incorporation, as amended (“Articles

of Incorporation”).

As a result of the Amendment, the Company has authorized and approved a 1-for-5 reverse stock split of

the Company’s authorized shares of common stock from 300,000,000 shares to 60,000,000 shares, accompanied by a corresponding decrease

in the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”).

The common stock will continue

to be $ 0.001 par value.

The Company rounds up to the next full share of the Company’s shares of common stock any fractional shares

that result from the Reverse Stock Split and no fractional shares will be issued in connection with the Reverse Stock Split and no cash

or other consideration will be paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock

No changes are being made to the number of preferred shares of the Company which remain as 10,000,000 preferred shares as authorized

but not issued.

The amendment to the Articles of Incorporation of the Company takes effect at 1:00am Eastern Time on February 1, 2023.

February 27, 2023, Future FinTech (Hong Kong) Limited (“Buyer”), a company incorporated in Hong Kong and a wholly owned

subsidiary of Future FinTech Group Inc.

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

“Agreement”) with Alpha Financial Limited, a company incorporated in Hong Kong (“Seller”) and sole owner and

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

Alpha Information Service (Shenzhen) Co., Ltd., a company incorporated in China (“Alpha SZ”).

Pursuant to Agreement, the

Buyer agreed to acquire all issued and outstanding shares of Alpha HK and Alpha SZ (the “Alpha Shares”) from the Seller

in cash for a total of HK$15,659,949 (approximately $2,007,686).

Pursuant to the terms of the Agreement, the parties agreed:

purchase price of all issued and outstanding shares of Alpha HK (the “HK Shares”) shall be HK$ 14,010,421 (approximately

$1,796,208 and the “HK Purchase Price”);

(ii) the purchase price of all issued and outstanding shares of Alpha SZ (the

“SZ Shares”) shall be HK$1,649,528 (approximately $211,478, the “SZ Purchase Price”, together with HK

Purchase Price as the “Total Purchase Price”);

(iii) 50% of the Total Purchase Price shall be paid to the Seller within

5 working days after the formal signing of the Agreement;

(iv) the remaining 50% shall be paid within 5 working days after Buyer

receives the approval notice from Hong Kong Securities and Futures Commission (“HKSFC”) for the transfer of HK Shares

prior to December 31, 2023 (or such later date as the parties may mutually agree in writing);

(v) if the HKSFC fails to give such

approval within 365 days of this Agreement, Seller shall refund the amount paid by the Buyer under this Agreement within 3 working

days after the earlier of receiving the notice of failure or the expiration of 365 days unless Buyer and Seller mutually have agreed

to extend such deadline;

and (vi) if the failure to obtain the approval from HKSFC is attributable to a material breach of the

Agreement by the Buyer or fraud or willful malfeasance on the part of the Buyer, the amount of the Total Purchase Price theretofore

paid will not be refunded.

Ying Li, a director of the Board of Directors and vice president of the Company is a minority shareholder of the parent company of Alpha

International Financial Holdings Limited (“Alpha International”), which is the sole shareholder of the Seller.

served as a director of Alpha International since February 5, 2020, and as a director of Alpha HK since September 9, 2020.

March 7, 2024, Chain Cloud Mall Network and Technology (Tianjin) Co., Limited was dissolved and deregistered, amount was $ 616,411 .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures