What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2024-08-19 compared with 2024-05-20 · 237 added, 151 removed, 330 unchanged (54% of the section changed)

149 unchanged sentences

has no operation before the acquisition.

The Company tried to

develop bitcoin and other cryptocurrency mining and related service business in Paraguay.

The Company tried

to develop bitcoin and other cryptocurrency mining and related service business in Paraguay.

The Company has changed its name from KAZAN

S.A to FTFT Paraguay S.A.

on July 28, 2022 and it was dissolved in December 2023 as the Company was not able to develop the business in

Paraguay as planned.

on July 28, 2022 and it was dissolved in December 2023 as the Company was not able to develop the business

in Paraguay as planned.

On September 29, 2022,

14 unchanged sentences

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

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

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

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

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

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

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

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

incorporated in China (“Alpha SZ”).

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

Trading’ and Type 4 ‘Securities Consulting’ financial licenses issued by the Hong Kong Securities and Futures Commission.

Alpha SZ provides technical support services to Alpha HK.

The share transfer transaction was approved by the Securities

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

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

Services (Shenzhen) Co.

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 also changed to ‘FTFT International Securities and Futures Limited’ and ‘FTFT Information Services (Shenzhen) Co.

Ltd.’, respectively.

On January 26, 2023, the Company filed with the Florida Secretary of

State’s office Articles of Amendment (the “Amendment”) to amend its Second Amended and Restated Articles of Incorporation,

as amended (“Articles of Incorporation”).

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 continues to be $0.001 par value.

The Company rounded 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 were issued in connection with the Reverse

Stock Split and no cash or other consideration were paid in connection with any fractional shares that would otherwise have resulted from

On January 26, 2023,

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

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

As a result of the Amendment,

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

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

(the “Reverse Stock Split”).

No changes have been 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.

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 common stock continues to be $0.001 par value.

The Company rounded 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

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

that would otherwise have resulted from the Reverse Stock Split.

No changes have been 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 Company operated

7 unchanged sentences

local authority on March 7, 2024.

The Company currently has nine directly controlled

The Company currently has eight directly controlled

subsidiaries:

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

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

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

FinTech (Hong Kong) Limited, a company incorporated under the laws of Hong Kong, Tianjin Future Private Equity Fund Management Partnership, a

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

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

We sign purchase and sale agreements with

suppliers and buyers.

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

freight yard or transfer the title to us in certain warehouses.

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

the ownership of the goods but receive agent service fee for the transaction.

For the sale of goods where we obtain control of the

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

We consider multiple factors when determining whether we obtain control of the goods, including evaluating if we can

establish the price of the goods, retain inventory risk for tangible goods or have the responsibility for ensuring acceptability of

We recognize net revenue as agent services for the sales of coals, aluminum ingots, sand and steel when no

control obtained throughout the transactions.

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

We sign purchase and sale agreements with suppliers

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

or transfer the title to us in certain warehouses.

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

of the goods but receive agent service fee for the transaction.

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

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

We consider multiple

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

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

We recognize net revenue as agent

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

the customers and suppliers that have good credit and reputation.

Asset Management Service, Brokerage and Investment

6 unchanged sentences

NTAM offers diversified asset management portfolio for professional

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

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

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

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

NTAM mainly engages in following asset management

7 unchanged sentences

When NTAM manages clients’ investment portfolio

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

credit rating and asset liability ratio.

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

the same maturity and credit rating.

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

good credit rating and asset liability ratio.

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

with the same maturity and credit rating.

(3) Precious metals and currencies investment

15 unchanged sentences

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

As of March 31, 2024, NTAM has approximately

As of June 30, 2024, NTAM has approximately

US$348 million assets under its management.

18 unchanged sentences

of the world.

FTFT Finance is a financial platform that enables its customers to

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

exchange rate and without any hidden charges.

We believe our customers and their diverse backgrounds that have helped FTFT Finance to

become a credible and trustworthy money remittance business.

Remittance service is a highly saturated market in the United Kingdom

and there are many companies that offer remittance services.

FTFT Finance has an edge over companies like wise in different ways, for

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

its rebate from local banks.

FTFT Finance is a financial platform that enables

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

cost, transparent exchange rate and without any hidden charges.

We believe our customers and their diverse backgrounds that have helped

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

Remittance service is a highly saturated market

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

FTFT Finance has an edge over companies like wise

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

to Pakistan as it receives its rebate from local banks.

This approach provides gives us an advantage over our competitors.

4 unchanged sentences

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.

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

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

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

In response to

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

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

2 unchanged sentences

The quarantines, travel restrictions, and the temporary closure of

office buildings have materially negatively impacted our business.

The outbreak has had and might continue to have disruption to our

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

impact our business and results of operations.

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

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

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

In December 2022, the Chinese government eased its strict

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

operations in China.

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

and distributors through meetings and conferences.

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

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

new members for its online e-commerce platforms.

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

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

office buildings materially negatively impacted our business.

Any new variant and outbreak of COVID-19 might disrupt our supply chain,

logistics providers, customers or our marketing activities, which could materially adversely impact our business and results of operations.

There were outbreaks in various cities and provinces in China due to Omicron variant, such as Xi’an city, Hong Kong, Shanghai, Beijing

and other cities in 2022, which have resulted quarantines, travel restrictions, and temporary closure of office buildings and facilities

in these cities.

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

COVID-19 cases during December 2022 and January 2023, which has disrupted our business operations in China.

The Company’s promotion

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

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.

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

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

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

While the potential economic impact brought by

7 unchanged sentences

Results of Operations

Comparison of Three Months ended March

Comparison of Three Months ended June 30,

2024 and 2023:

The following table presents our consolidated

revenues for the three months ended March 31, 2024 and 2023, respectively:

revenues for the three months ended June 30, 2024 and 2023, respectively:

Three months ended

2 unchanged sentences

The increase in revenue for the three months ended

March 31, 2024 was primarily due to more revenue from asset management service, as the Company hired more seasoned account managers to

boost the assets under management (“AUM”) and thus improved the revenue.

Supply chain financing/trading increased $0.33 million from $0.11million

for the three months ended March 31, 2023 to $0.44 million for the same period of 2024.

It was due to the Company sold more bulk goods

with ownership during first quarter of 2024 than as an agent during the same period of 2023.

June 30, 2024 was primarily due to more revenue from asset management service, as the Company hired more seasoned account managers to

boost the services and the revenues.

Supply chain financing/trading decreased $0.31

million from $0.37 million for the three months ended June 30, 2023 to $0.06 million for the same period of 2024.

It was due to coal prices

have decreased in China and the market demand has also decreased in the second quarter 2024.

Other revenues increased from $0.10 million for

the three months ended March 31, 2023 to $0.31 million for the same period of 2024, mainly due to the increased debt recovery consulting

the three months ended June 30, 2023 to $0.35 million for the same period of 2024, mainly due to the increased debt recovery consulting

service fee as well as U.S.

dollar bond service income of approximately $0.24 million, as we did not have such income in first quarter

dollar bond service income of approximately $0.20 million, as we did not have such income in the second quarter

Gross Profit and Margin

1 unchanged sentence

gross profit of each of our main products and services and the consolidated gross profit margin, which is gross profit as a percentage

of the related revenues, for the three months ended March 31, 2024 and 2023, respectively:

Three months ended March 31,

of the related revenue, for the three months ended June 30, 2024 and 2023, respectively:

Three months ended June 30,

Asset management service

Supply Chain Financing/Trading

Overall gross profit increased to $1.95 million for three months ended

March 31, 2024 from $1.20 million for the same period of 2023.

The increase is mainly due to the increase of gross profits from asset

management service business and others which is in line with the increase of revenues for these two business segments during the first

quarter of 2024.

Overall gross margin as a percentage of revenue was 38.1% for the three months ended March 31, 2024, an increase of 2.4%

from 35.7% for the same period of last fiscal year, mainly due to increase in profit margin for our asset management business as it has

more large clients which was offset by the decrease in profit margin for our supply chain financing/trading business as its revenue mostly

came from sales of goods with ownership during three months ended March 31, 2024, which has much lower profit margin than the revenue

from agent service fees that we mostly generated from the same period of 2023.

Overall gross profit increased to $1.59 million

for three months ended June 30, 2024 from $1.24 million for the same period of 2023.

The increase is mainly due to the increase of gross

profits from asst management service and others business which is in line with the increase of revenues for these business segments during

the second quarter of 2024.

Overall gross margin as a percentage of revenue was 37.93% for the three months ended June 30, 2024, an increase

of 4.54% from 33.39% for the same period of last fiscal year, mainly due to increase in profit margin for our others business, as we generated

certain new revenues that we did not have during the second quarter 2023.

Operating Expenses

The following table presents our consolidated

operating expenses and operating expenses as a percentage of revenue for the three months ended March 31, 2024 and 2023, respectively:

First quarter of 2024

First quarter of 2023

operating expenses and operating expenses as a percentage of revenue for the three months ended June 30, 2024 and 2023, respectively:

Second quarter of 2024

Second quarter of 2023

General and administrative

4 unchanged sentences

General and administrative expenses increased

by $0.05 million, or 1.4%, to $3.42 million for the three months ended March 31, 2024 from $3.37 million for the same period of last fiscal

The increase in general and administrative expenses was mainly due to increased business trip expenses during the three months ended

March 31, 2024.

by $0.97 million, or 39.87%, to $3.39 million for the three months ended June 30, 2024, from $2.42 million for the same period of last

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

litigation with FT Global and internal control training fees.

Selling expenses increased by $0.03 million during

the three months ended March 31, 2024, compared to the same period of last fiscal year.

The increase in selling expenses was mainly due

to increased employee bonuses.

Bad debt provision increased by $0.78 million

during the three months ended March 31, 2024, compared to the same period of last fiscal year.

The increase was due to different bad debt

provision methods in 2024.

the three months ended June 30, 2024, compared to the same period of last fiscal year.

Bad debt provision decreased by $0.95 million

during the three months ended June 30, 2024, compared to the same period of last fiscal year.

The decrease was due to bad debt recovery

recognized in previous years and a different bad debt provision accounting treatment method used in 2024.

The Company recorded $0.002 million of research

4 unchanged sentences

Research and development expenses decreased by $0.11 million during the three

months ended March 31, 2024, compared to the same period of last fiscal year.

months ended June 30, 2024, compared to the same period of last fiscal year.

The decrease in research and development expenses was mainly

1 unchanged sentence

Other Income (Expense), Net

Other expenses, net increased by $1.67 million

to $1.72 million for the three months ended March 31, 2024 from $0.04 million in the same period of the last fiscal year, primarily due

to legal fees of litigation with FT Global.

Other expenses, net decreased by $1.18 million

to $0.09 million for the three months ended June 30, 2024 from $1.27 million in the same period of the last fiscal year, primarily due

to the escrow payment of a civil penalty for the amount of $1,650,000 during the three months ended June 30, 2023 for the settlement with

the Securities and Exchange Commission and impact of exchange gains and losses.

Tax provision decreased by $0.04 million for

the three months ended March 31, 2024, primarily due to decreased revenue.

the three months ended June 30, 2024, primarily due to decreased revenue.

Non-controlling Interests

Nature Worldwide Resources Ltd.

holds 40% interest in DCON DigiPay

Limited (“DCON Digipay”).

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

respectively.

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

holds 2.38% of equity interest of NATM.

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

Each of Bin Wu and Lixiong Huang holds 25% and 20% interest in FTFT

Capital Investments L.L.C., respectively.

Aspenwood Capital Partner Limited holds 9.52%, Lau kwai Chun holds 9.05%, Cheung Hiu Tung holds

1.9% and Choi Tsz Leung holds 2.38% of equity interest of NATM.

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

1 unchanged sentence

Net loss from continue operation increased by

$1.83 million from $2.14 million for the three months ended March 31, 2023 to $3.97 million for the same period of 2024 mainly due to

$0.26 million from $1.54 million for the three months ended June 30, 2023 to $1.80 million for the same period of 2024 mainly due to

the increase in operating expenses, as discussed above.

Comparison of Six Months ended June 30,

2024 and 2023:

The following table presents our consolidated

revenues for the six months ended June 30, 2024 and 2023, respectively:

Three months ended

Asset management service

Supply Chain Financing/Trading

The increase in revenue for the six months ended

June 30, 2024 was primarily due to more revenue from asset management service, as the Company hired more seasoned account managers to

boost the services and the revenues.

Supply chain financing/trading increased $0.03

million from $0.48 million for the six months ended June 30, 2023 to $0.51 million for the same period of 2024.

Other revenues increased from $0.19 million for

the six months ended June 30, 2023 to $0.65 million for the same period of 2024, mainly due to the increased debt recovery consulting

service fee as well as U.S.

dollar bond service income of approximately $0.44 million, as we did not have such income during the six

months ended June 30, 2023.

Gross Profit and Margin

The following table presents the consolidated

gross profit of each of our main products and services and the consolidated gross profit margin, which is gross profit as a percentage

of the related revenues, for the six months ended June 30, 2024 and 2023, respectively:

Six months ended June 30,

Asset management service

Supply Chain Financing/Trading

Overall gross profit increased to $3.55 million

for six months ended June 30, 2024 from $2.44 million for the same period of 2023.

The increase is mainly due to the increase of gross

profits from asset management service business others which is in line with the increase of revenues for these two business segments during

six months ended June 30, 2024.

Overall gross margin as a percentage of revenue was 38.02% for the six months ended June 30, 2024, an

increase of 3.52% from 34.49% for the same period of last fiscal year, increase in profit margin for our asset management business as

it has more large clients which was offset by the decrease in profit margin for our supply chain financing/trading business as its revenue

mostly came from sales of goods with ownership during six months ended June 30, 2024, which has much lower profit margin than the revenue

from agent service fees that we mostly generated from the same period of 2023.

Operating Expenses

The following table presents our consolidated

operating expenses and operating expenses as a percentage of revenue for the six months ended June 30, 2024 and 2023, respectively:

Six months ended

June 30, 2024

Six months ended

June 30, 2023

General and administrative

Research and Development expenses

Selling expenses

Bad debt provision

Total operating expenses

General and administrative expenses increased

by $1.01 million, or 17.44%, to $6.81 million for the six months ended June 30, 2024 from $5.80 million for the same period of last fiscal

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

with FT Global and internal control training fees.

Selling expenses increased by $0.17 million during

the three months ended June 30, 2024, compared to the same period of last fiscal year.

The increase in selling expenses was mainly due

to increased employee bonuses.

Bad debt provision decreased by $1.73 million

during the six months ended June 30, 2024, compared to the same period of last fiscal year.

The decrease was due to bad debt recovery

recognized in previous years and a different bad debt provision accounting treatment method used in 2024.

The Company recorded $0.002 million of research

and development expenses during six months ended June 30, 2024.

Research and development expenses include salaries, contracted services,

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

new products and services, and enhance our existing products and services to our clients.

Research and development expenses decreased

by $0.32 million during the three months ended June 30, 2024, compared to the same period of last fiscal year.

The decrease in research

and development expenses was mainly due to decreased salaries.

Other Income (Expense), Net

Other expenses, net increased by $0.67 million

to $1.52 million for the six months ended June 30, 2024 from $0.89 million in the same period of the last fiscal year, primarily due

to the e scrow payment of a civil penalty for the amount of

$1,650,000 during the three months ended June 30, 2023 for the settlement with the Securities and Exchange Commission and impact of exchange

gains and losses.

Tax provision decreased by $0.06 million for

the six months ended June 30, 2024, primarily due to decreased revenue.

Non-controlling Interests

Nature Worldwide Resources Ltd.

holds 40% interest

in DCON DigiPay Limited (“DCON Digipay”).

Each of Bin Wu and Lixiong Huang holds 25% and 20% interest in FTFT Capital Investments

L.L.C., respectively.

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

Leung holds 2.38% of equity interest of NATM.

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

Net loss from continue operation

Net loss from continue operation increased by

$2.09 million from $3.68 million for the six months ended June 30, 2023 to $5.77 million for the same period of 2024 mainly due to the

increase in operating expenses, as discussed above.

Gain on disposal of discontinued operations

Gain on disposal of discontinued operation was

$0.65 million for the three months ended March 31, 2024, which was related to the dissolution and deregistration of Chain Cloud Mall

Network and Technology (Tianjin) Co., Limited.

$0.65 million for the six months ended June 30, 2024, which was related to the dissolution and deregistration of Chain Cloud Mall Network

and Technology (Tianjin) Co., Limited.

Loss per Share

Basic and diluted loss per share from continuing

operations were $0.20 and $0.20 for the three months ended March 31, 2024, respectively, as compared to a loss of $0.14 and $0.14 for

the same periods of 2023, respectively.

Basic and diluted income per share attributable to discontinued operations was $0.03 and $0.03

for the three months ended March 31, 2024, respectively.

Basic and diluted earnings per share attributable to discontinued operations

was $0.01 and $0.01 for the three months ended March 31, 2023, respectively.

operations were $0.29 and $0.29 for the six months ended June 30, 2024, respectively, as compared to a loss of $0.24 and $0.24 for the

same periods of 2023, respectively.

Basic and diluted income per share attributable to discontinued operations was $0.03 and $0.03 for

the six months ended June 30, 2024, respectively.

Basic and diluted earnings per share attributable to discontinued operations was $0.01

and $0.01 for the six months ended June 30, 2023, respectively.

Liquidity and Capital Resources

As of March 31, 2024, we had cash and restricted

As of June 30, 2024, we had cash and restricted

cash of $9.82 million, as compared to $19.02 million as of December 31, 2023.

The decrease in cash, cash equivalents and restricted

cash was mainly due to increased other receivables from the first quarter of 2024.

The decrease in cash, cash equivalents and restricted cash

was mainly due to increased other current asset from the six months ended June 30, 2024.

Our working capital has historically been generated

1 unchanged sentence

Our working capital was $33.48 million as

of March 31, 2024, a decrease of $0.69 million from working capital of $36.76 million as of March 31, 2023, mainly due to the decrease

of June 30, 2024, a decrease of $7.61 million from working capital of $41.79 million as of June 30, 2023, mainly due to the decrease

in current assets and an increase in current liabilities.

cash used in operating activities decreased by $2.12 million to $8.15 million for the three months ended March 31, 2024 from $10.33 million

for the same period of the last fiscal year.

The decrease in net cash used by operating activities was primarily due to decrease in other

Net cash used in investing activities increased

$0.61 million to $0.80 million for the three months ended March 31, 2024 from $0.20 million for the same period of the last fiscal year.

It was due to increase in payment for short term investment.

cash provided in financing activities for the three months ended March 31, 2024 was $2.55 million representing an increase of $2.61 million,

as compared to cash used in financing activities of $0.06 million during the three months ended March 31, 2023.

increase in cash provided by financing activities was mainly due to proceeds from the issuance of common stock from a private placement,

net of issuance costs.

Net cash used in operating activities increased

by $4.98 million to $11.94 million for the six months ended June 30, 2024 from $6.96 million for the same period of the last fiscal year.

The increase in net cash used by operating activities was primarily due to increase in accounts receivable and advances to suppliers

and other current assets.

Net cash provided by investing activities decreased

$14.56 million to $0.08 million for the six months ended June 30, 2024 from $14.64 million for the same period of the last fiscal year.

It was due to decrease in repayment for loan receivable.

Net cash provided in financing activities for

the six months ended June 30, 2024 was $2.34 million representing an increase of $2.36 million, as compared to cash used in financing

activities of $0.01 million during the six months ended June 30, 2023.

The increase in cash provided by financing activities was mainly

due to proceeds from the issuance of common stock from a private placement, net of issuance costs.

Off-balance sheet arrangements

As of March 31, 2024, we did not have any off-balance

As of June 30, 2024, we did not have any off-balance

sheet arrangements.

2 unchanged sentences

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-Q

Item 2. Management’s Discussion and Analysis