What changed in this filing

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Item 1. Business

2025-04-15 compared with 2024-04-16 · 543 added, 765 removed, 550 unchanged (70% of the section changed)

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and distribution to financial technology related service businesses.

The main business of the Company includes supply chain financing

The main business of the Company included supply chain financing

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

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

Due to worsened investment market sentiment in Hong Kong, the Company

sold its ownership in Nice Talent Asset Management Limited (“NTAM”) to a third party for HK$2.4 million (approximately $300,000)

in November 2024 and is no longer in asset management business in Hong Kong.

On December 6, 2024, the Company agreed to sell all issued

and outstanding shares of FTFT SuperComputing Inc.

a wholly owned subsidiary of the Company (“FTFT SuperComputing”) to DDMM

Capital LLC (the “Buyer”) for a purchase price that equals to:

(i) the assumption of the obligations of FTFT SuperComputing

totaling $973,072.24 and (ii)$1,000,000, which was paid to an account at Olshan Frome Wolosky LLP to satisfy, in part, the right of payment

held by FT Global Capital, Inc.

arising from the judgment entered in favor of FT Global and against the Company registered in the Southern

District of New York and all matters pertaining to such litigation.

The closing of the transactions contemplated by the Agreement took

place on December 9, 2024.

On December 18, 2024, the Company sold all of its interest and ownership of Future Fintech Digital Capital

Management LLC, FTFT UK Limited, DigiPay FinTech Limited, GlobalKey SharedMall Limited, Future Fintech Labs Inc., and Future Fintech Digital

Number One GP, LLC (USA) to Alec Orudjiev, the general counsel of FT Global for $25,000 through the court ordered auction by the United

States Marshal for the Southern District of New York.

Currently, the main business of the Company is supply-chain financing services and

trading in China.

There are legal and operational risks associated

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

On November 14, 2021,

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

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

file a cybersecurity review with the Office of Cybersecurity Review.

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

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

assessment coordinated by the CAC under the following circumstances:

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

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

personal information to overseas;

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

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

the previous year;

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

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

March 31, 2023.

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

under certain circumstances, such as:

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

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

c) a domestic company seeking an overseas

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

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

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

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

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

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

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

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

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

On July 7, 2022, CAC

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

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

processor transfers important data to overseas;

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

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

(iii) any data processor who provides personal

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

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

and (iv) other circumstances under which the data cross-border

transfer security assessment is required as prescribed by the CAC.

On February 17, 2023, the CSRC released New Overseas Listing Rules

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

The New Overseas Listing Rules require Chinese domestic enterprises

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

a) an issuer making an application

for initial public offering and listing in an overseas market;

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

on an overseas market;

c) a domestic company seeking an overseas direct or indirect listing of its assets through single or multiple acquisition(s),

share swap, transfer of shares or other means.

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

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

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

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

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

Furthermore, upon

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

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

of the event:

(i) change of control;

(ii) investigations

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

(iii) change of listing status or transfer

of listing segment;

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

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

or (iv) voluntary or mandatory delisting.

The New Overseas Listing Rules stipulate the legal consequences to

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

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

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

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

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

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

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

PRC domestic enterprises seeking to offer

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

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

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

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

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

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

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

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

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

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

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

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

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

Listing Rules.

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

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

Listing Rules.

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

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

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

The New Overseas

Listing Rules stipulate the legal consequences to the companies for breaches, including failure to fulfill filing obligations or filing

documents having false statement or misleading information or material omissions, which may result in a fine ranging from RMB1 million

to RMB10 million, and in cases of severe violations, the relevant responsible persons may also be barred from entering the securities

On February 24, 2023, the CSRC, the Ministry of Finance, the National Administration of State Secretes Protection and the

National Archives Administration released the Provisions on Strengthening the Confidentiality and Archives Administration Related to the

Overseas Securities Offering and Listing by Domestic Companies, or the Confidentiality and Archives Administration Provisions, which took

effect on March 31, 2023.

PRC domestic enterprises seeking to offer securities and list in overseas markets, either directly or indirectly,

shall establish and improve the system of confidentiality and archives work, and shall complete approval and filing procedures with competent

authorities, if such PRC domestic enterprises or their overseas listing entities provide or publicly disclose documents or materials involving

state secrets and work secrets of state organs to relevant securities companies, securities service institutions, overseas regulatory

agencies and other entities and individuals.

It further stipulates that (i) providing or publicly disclosing documents and materials which

may adversely affect national security or public interests, and accounting records or photocopies thereof to relevant securities companies,

securities service institutions, overseas regulatory agencies and other entities and individuals shall be subject to corresponding procedures

in accordance with relevant laws and regulations;

and (ii) any working papers formed in the territory of the PRC by securities companies

and securities service agencies that provide domestic enterprises with securities services relating to overseas securities issuance and

listing shall be stored in the territory of the PRC, the outbound transfer of which shall be subject to corresponding procedures in accordance

with relevant laws and regulations.

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

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

or other foreign stock exchange except

for the filing requirement under New Overseas Listing Rules.

The Company is still processing the filings with CSRC for its offerings since

the effective of New Overseas Listing Rules and has not complied the filing requirements yet which would subject the Company to fines

and other penalties for violation of New Overseas Listing Rules.

In addition, new rules and regulations could be adopted and there are

uncertainties in the interpretation and enforcement of existing laws and guidelines, which could materially and adversely impact our business

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

or other foreign stock exchange.

Any change in foreign investment regulations,

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

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

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

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

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

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

In the opinion of our PRC counsel Fengdong Law

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

The Company’s

auditor, Fortune CPA Inc.

The Company’s auditor,

Fortune CPA Inc.

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

5 unchanged sentences

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

On December 29, 2022, a

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

into law by President Biden.

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

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

On December 29, 2022, a legislation

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

by President Biden.

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

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

under the HFCA Act from three years to two.

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including U.S.

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

owed under the VIE Agreements in the foreseeable future.

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

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

The holding company and its subsidiaries, do not have any plan to distribute dividend in the foreseeable future.

To the extent cash and/or assets in the business are in the PRC and/or Hong Kong or our PRC and/or Hong Kong entities, , such funds and/or

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

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

See “ Dividend

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

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

To the extent cash and/or assets in the business

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

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

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

See “ Dividend Distribution

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

to shareholders due to PRC laws and other contractual requirements.

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

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

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

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

In March 2022, FTFT

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

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

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

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

On April 18, 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

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

on July 28, 2022.

On September 29, 2022,

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

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

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

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

Khyber Money Exchange Ltd.

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

before the formal closing of the transaction.

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

Finance UK Limited.

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 February 27, 2023,

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

Ltd.’, respectively.

On September 4, 2024, the Company deregistered

and dissolved the Tianjin Future Private Equity Fund Management Partnership, a Limited Partnership under the laws of China.

On December 6, 2024, the Company and FTFT SuperComputing

a wholly owned subsidiary of the Company (“FTFT SuperComputing”) entered into a Stock Purchase Agreement (the “Agreement”)

with DDMM Capital LLC (the “Buyer”).

Pursuant to the terms of the Agreement, the Company sold all of the issued and

outstanding shares of FTFT SuperComputing to the Buyer for a purchase price that equals to:

(i) the assumption of the obligations of FTFT

SuperComputing totaling $973,072.24 and (ii)$1,000,000, which was paid to an account at Olshan Frome Wolosky LLP to satisfy, in part,

the right of payment held by FT Global Capital, Inc.

arising from the judgment entered in favor of FT Global and against the Company registered

in the Southern District of New York and all matters pertaining to such litigation.

The closing of the transactions contemplated by the

Agreement took place on December 9, 2024.

On December 18, 2024, the Company sold all of

its interest and ownership of Future Fintech Digital Capital Management LLC, FTFT UK Limited, DigiPay FinTech Limited, GlobalKey SharedMall

Limited, Future Fintech Labs Inc., and Future Fintech Digital Number One GP, LLC (USA) to Alec Orudjiev, the general counsel of FT Global

for $25,000 through the court ordered auction by the United States Marshal for the Southern District of New York.

In August 2024, NTAM

raised HK$3,007,200 (approximately $385,538) by way of rights subscription offered to its existing shareholders.

NTAM issued additional

168 shares with HK$17,900 each.

Three existing shareholders of NTAM subscribed shares and Future Fintech (Hong Kong) Limited did not participate

in the subscription and an outsider investor purchased the shares.

After the right subscription, the shareholding percentage of NTAM by

Future Fintech (Hong Kong) Limited passively decreased from 77.14% to 42.86%.

On October 18, 2024,

Future FinTech (Hong Kong) Limited., a wholly owned subsidiary of the Company (“Seller”), Nice Talent Asset Management Limited,

a limited company organized under the laws of Hong Kong (“NTAM”) and Ms.

Siu Chin Wei, a natural person and unrelated third

party with an identity card of Hong Kong (“Siu” or the “Buyer”) entered into a Sales and Purchase Agreement of

Shares, pursuant to which Seller sold its 42.86% ownership of NTAM to the Buyer for HK$2.4 million (approximately $300,000) and the transaction

was closed on November 27, 2024.

On January 26, 2023,

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(the “2023 Reverse Stock Split”).

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

The Company rounds up to the next full

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

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

shares that would otherwise have resulted from the Reverse Stock Split.

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

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

The amendment to the Articles of Incorporation

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

The Reverse Stock Split and Amendment were authorized and

approved by the Board of Directors of the Company without shareholders’ approval, pursuant to 607.10025 of the Florida Business

Corporation Act of the State of Florida.

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

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

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

was not possible during the outbreak of COVID-19.

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

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

eCAAS platform during the second quarter of 2021.

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

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

The Company currently has nine directly controlled

subsidiaries:

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

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

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

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

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

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

a company incorporated under the laws of Ohio.

On March 27, 2025, 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-10 reverse stock split of the Company’s authorized shares of common stock from 60,000,000

shares to 6,000,000 shares, accompanied by a corresponding decrease in the Company’s issued and outstanding shares of common stock

(“2025 Reverse Stock Split”, collectively with 2023 Reverse Stock Split as “Reverse Splits”).

The common stock

will continue to be $0.001 par value.

The Company rounded up the fractional shares that result from the 2025 Reverse Stock Split and no

fractional shares will be issued in connection with the 2025 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 2025 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 at 1:00pm E.T.

on April 1, 2025.

The Company operated

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

materially and negatively affected during the outbreak of COVID-19 because the Company was unable to implement its promotion strategy

to enroll new members through training of such members and distributors via meetings and conferences which was not possible during the

outbreak of COVID-19.

CCM has generated minimal revenue and business since 2021, despite the Company transformed the member-based business

model of CCM to a sale agent based “Enterprise Communication as A Service” or eCAAS platform during the second quarter of

The Company started a process to close it down in November 2023 and completed deregistration and dissolution of the VIE with local

authority on March 7, 2024.

The Company currently has one directly controlled

subsidiary Future FinTech (Hong Kong) Limited, a company incorporated under the laws of Hong Kong.

SkyPeople Foods Holdings Limited (“SkyPeople

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

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

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

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

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

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

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

On February 27, 2020, SkyPeople

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

(the “Buyer”),

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

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

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

SkyPeople BVI had no operational assets

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

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

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

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

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

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

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

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

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

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

(the “Buyer”), an unrelated

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

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

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

SkyPeople BVI had no operational assets or business

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

Our organizational structure as of December 31,

2024 is set forth in the diagram:

Contractual Arrangements

VIE Contractual Arrangements

On July 31, 2019, Cloud

Chain Network and Technology (Tianjin) Co., Limited (“CCM Network” or “CCM Tianjin”, formerly known as Chain

Cloud Mall Network and Technology (Tianjin) Co., Limited), Cloud Chain E-Commerce (Tianjin) Co., Ltd., formerly known as Chain Cloud

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

(“E-Commerce Tianjin”), a limited liability company incorporated under the laws of China,

Zeyao Xue and Mr.

Kai Xu, citizens of China and together 100% shareholders of E-Commerce Tianjin, entered into the following

agreements, or collectively, the “Variable Interest Entity Agreements” or “VIE Agreements,” pursuant to which

CCM Network has contractual rights to control and operate the business of E-commerce Tianjin (the “VIE”).

a major shareholder of the Company and the son of Mr.

Yongke Xue, the President of the Company.

Kai Xu was the Chief Operating Officer

of the Company then 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 is consolidated for accounting purposes but is not an entity

in which we own equity.

Pursuant to Chinese

law and regulations, a foreign owned enterprise cannot apply for and hold a license for operation of certain e-commerce businesses.

Network is an indirectly wholly foreign owned enterprise of the Company (“WFOE”).

In order to comply with Chinese law and

regulations, CCM Network 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 Network.

Although the VIE Contractual Arrangements have been widely adopted by PRC companies

seeking for listing aboard, such arrangements have not been truly tested in any of the PRC courts.

There are very few precedents

as to how contractual arrangements in the context of a consolidated variable interest entity should be interpreted or enforced under

In addition, these VIE agreements have not been truly tested in the courts in China and Chinese regulatory authorities could

disallow the VIE structure, which would likely result in a material change in our operations and/or value of our securities, including

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

The VIE structure is used to provide investors

with exposure to foreign investment in China-based companies where Chinese law prohibits or restricts direct foreign investment in certain

types of operating companies, and that investors may never hold equity interests in the VIE.

If the consolidated VIE or its shareholders

fail to perform their respective obligations under the contractual arrangements, we may have to incur substantial costs and expend additional

resources to enforce such arrangements.

Chain Network and Technology (Tianjin) Co., Limited (“CCM Network” or “CCM Tianjin”, formerly known as Chain Cloud

Mall Network and Technology (Tianjin) Co., Limited), Cloud Chain E-Commerce (Tianjin) Co., Ltd., formerly known as Chain Cloud Mall E-Commerce

(Tianjin) Co., Ltd.

(“E-Commerce Tianjin”), a limited liability company incorporated under the laws of China, and Mr.

Kai Xu, citizens of China and together 100% shareholders of E-Commerce Tianjin, entered into the following agreements, or

collectively, the “Variable Interest Entity Agreements” or “VIE Agreements,” pursuant to which CCM Network has

contractual rights to control and operate the business of E-commerce Tianjin (the “VIE”).

Zeyao Xue is a major shareholder

of the Company.

Kai Xu was the Chief Operating Officer of the Company then 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 was consolidated for accounting purposes but was not an entity in which we own equity.

Pursuant to Chinese law

and regulations, a foreign owned enterprise cannot apply for and hold a license for operation of certain e-commerce businesses.

is an indirectly wholly foreign owned enterprise of the Company (“WFOE”).

In order to comply with Chinese law and regulations,

CCM Network 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 Network.

The following is a summary

of the currently effective contractual arrangements relating to E-Commerce Tianjin.

of the contractual arrangements relating to E-Commerce Tianjin.

Contractual Arrangements with The Consolidated

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The contractual arrangements

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

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

conditions for consolidation of the VIE under U.S.

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

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

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

A VIE is an entity that either

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

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

residual returns of the entity.

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

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

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

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

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

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

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

Such contractual arrangements are designed so that the

E-Commerce Tianjin would operate for the benefit of CCM Network and ultimately, the Company.

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

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

A VIE is an entity that either has a total

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

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

of the entity.

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

of, and must consolidate, the VIE.

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

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

of the VIE under U.S.

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

to all of its net profit after tax to CCM Network.

Such contractual arrangements are designed so that the E-Commerce Tianjin would operate

for the benefit of CCM Network and ultimately, the Company.

As a result of the contractual

arrangements with the VIE, we are regarded as the primary beneficiary of the VIE for accounting purposes, and we treat the VIE and its

arrangements with the VIE, we were regarded as the primary beneficiary of the VIE for accounting purposes, and we treat the VIE and its

subsidiaries as the consolidated affiliated entities under U.S.

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Pursuant to the Exclusive

Technology Consulting and Service Agreement, CCM Network agreed to act as the exclusive consultant of E-Commerce Tianjin and provide

technology consulting and services to E-Commerce Tianjin.

In exchange, E-Commerce Tianjin agreed to pay CCM Network a technology consulting

and service fee, the amount of which is to be equivalent to the amount of net profit before tax of E-Commerce Tianjin, payable on a quarterly

basis after making up losses of previous years (if necessary) and deducting necessary costs and expenses related to the business operations

Technology Consulting and Service Agreement, CCM Network agreed to act as the exclusive consultant of E-Commerce Tianjin and provide technology

consulting and services to E-Commerce Tianjin.

In exchange, E-Commerce Tianjin agreed to pay CCM Network a technology consulting and service

fee, the amount of which is to be equivalent to the amount of net profit before tax of E-Commerce Tianjin, payable on a quarterly basis

after making up losses of previous years (if necessary) and deducting necessary costs and expenses related to the business operations

of E-Commerce Tianjin.

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confirmation prior to the expiration date.

E-Commerce Tianjin cannot terminate the agreement early unless CCM Network commits fraud,

gross negligence or illegal acts, or becomes bankrupt or winds up.

E-Commerce Tianjin cannot terminate the agreement early unless CCM Network commits fraud, gross

negligence or illegal acts, or becomes bankrupt or winds up.

Exclusive Purchase Option Agreement and Power

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Zeyao Xue and Mr.

Kai Xu granted to CCM Network and any party designated by CCM Network the exclusive

right to purchase, at any time during the term of this agreement, all or part of the equity interests in E-Commerce Tianjin, or the “Equity

Kai Xu granted to CCM Network and any party designated by CCM Network the exclusive right

to purchase, at any time during the term of this agreement, all or part of the equity interests in E-Commerce Tianjin, or the “Equity

Interests,” at a purchase price equal to the registered capital paid by Mr.

Zeyao Xue and Mr.

Kai Xu for the Equity Interests,

or, in the event that applicable law requires an appraisal of the Equity Interests, the lowest price permitted under applicable law.

Pursuant to powers of attorney executed by Mr.

Kai Xu for the Equity Interests, or,

in the event that applicable law requires an appraisal of the Equity Interests, the lowest price permitted under applicable law.

to powers of attorney executed by Mr.

Zeyao Xue and Mr.

Kai Xu, they irrevocably authorized any person appointed by CCM Network

to exercise all shareholder rights, including but not limited to voting on their behalf on all matters requiring approval of E-Commerce

Tianjin’s shareholder, disposing of all or part of the shareholder’s equity interest in E-Commerce Tianjin, and electing,

appointing or removing directors and executive officers.

The person designated by CCM Network is entitled to dispose of dividends and

profits on the equity interest without reliance on any oral or written instructions of Mr.

Kai Xu, they irrevocably authorized any person appointed by CCM Network to exercise

all shareholder rights, including but not limited to voting on their behalf on all matters requiring approval of E-Commerce Tianjin’s

shareholder, disposing of all or part of the shareholder’s equity interest in E-Commerce Tianjin, and electing, appointing or removing

directors and executive officers.

The person designated by CCM Network is entitled to dispose of dividends and profits on the equity interest

without reliance on any oral or written instructions of Mr.

Zeyao Xue and Mr.

The powers of attorney

will remain in force for so long as Mr.

The powers of attorney will remain in force for

so long as Mr.

Zeyao Xue and Mr.

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Zeyao Xue and Mr.

Kai Xu have waived all the rights which have been authorized to CCM Network’s designated person under the powers of attorney.

Kai Xu have waived all the

rights which have been authorized to CCM Network’s designated person under the powers of attorney.

Equity Pledge Agreement .

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

The Equity Pledge Agreements will terminate

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

The Equity Pledge Agreements will terminate on

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

Zeyao Xue and Mr.

Kai Xu have completed all their obligations under

the contractual agreements described above.

Kai Xu have completed all their obligations under the

contractual agreements described above.

Spousal Consent Letters.

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the contractual agreements with CCM Network.

The spouse of such shareholder agreed not to assert any rights over the equity interest

in E-Commerce Tianjin held by such shareholder.

The spouse of such shareholder agreed not to assert any rights over the equity interest in

E-Commerce Tianjin held by such shareholder.

The VIE is consolidated

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

The VIE structure is subject to various risks.

For example, the contractual

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

We expect to rely on the

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

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

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

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

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

Since 2021, the VIE

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

it down in November 2023.

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

E-Commerce Tianjin, Mr.

Zeyao Xue and Mr.

Since 2021, the VIE has generated minimal revenue and business for

the Company due to negative impact by COVID-19 and the Company started a process to close it down in November 2023.

On March 7, 2024,

the Company completed deregistration and dissolution of the VIE with the approval by CCM Network, E-Commerce Tianjin, Mr.

Zeyao Xue and

Dividend Distribution and Cash Transfer

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

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

PRC residents.

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

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

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Although the statutory reserves can be used, among other ways, to increase

the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are

not distributable as cash dividends except in the event of liquidation.

the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not

distributable as cash dividends except in the event of liquidation.

Under the existing laws of Hong Kong, funds from capital accounts

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

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

the foreseeable future.

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

are transferred through our organization.

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

foreseeable future.

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

transferred through our organization.

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

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stock will be paid in U.S.

If we are considered a PRC tax resident enterprise for tax purposes, any dividends we pay to our

overseas shareholders may be regarded as China-sourced income and as a result may be subject to PRC withholding tax at a rate of up to

Pursuant to the Arrangement between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of

Double Taxation and the Prevention of Fiscal Tax Evasion With Respect to Taxes On Income, or the Double Tax Avoidance Arrangement, the

10% withholding tax rate may be lowered to 5%, if the recipient of the relevant dividends qualifies certain necessary requirements, including

without limitation that (a) the Hong Kong project must be the beneficial owner of the relevant dividends;

and (b) the Hong Kong project

must directly hold no less than 25% share ownership in the PRC project during the 12 consecutive months preceding its receipt of the

The 5% withholding tax rate, however, does not automatically apply and in current practice, a Hong Kong project must obtain

a tax resident certificate from the Hong Kong tax authority to apply for the 5% lower PRC withholding tax rate.

As the Hong Kong tax

authority will issue such a tax resident certificate on a case-by-case basis, we cannot assure you that we will be able to obtain the

tax resident certificate from the relevant Hong Kong tax authority and enjoy the preferential withholding tax rate of 5% under the Double

Taxation Arrangement with respect to any dividends paid by our PRC subsidiaries to its immediate holding company, Future FinTech (Hong

Kong) Limited.

As of the date of this report, we have not applied for the tax resident certificate from the relevant Hong Kong tax authority.

Future FinTech (Hong Kong) Limited intends to apply for the tax resident certificate if and when its PRC subsidiaries plan to declare

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

If we are considered a PRC tax resident enterprise for tax purposes, any dividends we pay to our overseas

shareholders may be regarded as China-sourced income and as a result may be subject to PRC withholding tax at a rate of up to 10.0%.

to the Arrangement between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation

and the Prevention of Fiscal Tax Evasion With Respect to Taxes On Income, or the Double Tax Avoidance Arrangement, the 10% withholding

tax rate may be lowered to 5%, if the recipient of the relevant dividends qualifies certain necessary requirements, including without

limitation that (a) the Hong Kong project must be the beneficial owner of the relevant dividends;

and (b) the Hong Kong project must directly

hold no less than 25% share ownership in the PRC project during the 12 consecutive months preceding its receipt of the dividends.

5% withholding tax rate, however, does not automatically apply and in current practice, a Hong Kong project must obtain a tax resident

certificate from the Hong Kong tax authority to apply for the 5% lower PRC withholding tax rate.

As the Hong Kong tax authority will issue

such a tax resident certificate on a case-by-case basis, we cannot assure you that we will be able to obtain the tax resident certificate

from the relevant Hong Kong tax authority and enjoy the preferential withholding tax rate of 5% under the Double Taxation Arrangement

with respect to any dividends paid by our PRC subsidiaries to its immediate holding company, Future FinTech (Hong Kong) Limited.

the date of this report, we have not applied for the tax resident certificate from the relevant Hong Kong tax authority.

Future FinTech

(Hong Kong) Limited intends to apply for the tax resident certificate if and when its PRC subsidiaries plan to declare and pay dividends

to Future FinTech (Hong Kong) Limited.

Impact of COVID-19 on our Business

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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.

to a revolving credit facility, there can be no assurance that we would be able to secure commercial debt financing in the future in the

event that we require additional capital.

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

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

Company Strategy and Principal Products and

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

Currently, the Company mainly generates its revenues

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

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

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

During the fiscal year of 2022, the supply chain financing

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

On September 29, 2022, FTFT UK Limited completed

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.

In March 2022, FTFT UK Limited received has received

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

Authority (FCA), a UK regulator.

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

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

In November 2024, the Company sold NTAM to a third party

for HK$2.4 million.

Currently, the Company mainly generates its revenues from its supply chain financing/trading business.

fiscal year of 2024, the supply chain financing business and asset management business of NTAM contributed 7% and 86% of our revenues,

respectively.

During the fiscal year of 2023, the supply chain financing business and asset management business of NTAM contributed 59%

and 37% of our revenues, respectively.

On February 27, 2023,

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

Ltd.’, respectively.

The Company is in the

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

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

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

banking and brokerage services.

Supply Chain Financing

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scale and improves the industrial value.

Through our supply chain service ability and

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

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

process of commodity circulation.

Through our supply chain service ability and customer

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

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

commodity circulation.

We focus on bulk commodity goods such as sand,

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We sign purchase and sale agreements with suppliers

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

or transfer the title to us in certain warehouses.

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

of the goods but receive lower margin for the transaction.

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

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

We consider multiple

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

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

We recognize net revenue

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

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

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

transfer the title to us in certain warehouses.

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

goods but receive lower margin for the transaction.

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

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

We consider multiple factors

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

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

We recognize net revenue as agent

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

the customers and suppliers that have good credit and reputation.

Asset Management,

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

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

NTAM is licensed under the Securities and Futures Commission

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

NTAM offers diversified asset management portfolio for professional investors.

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

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

clients’ assets.

NTAM mainly engages in following asset management services for its

(1) Equity Investment

NTAM manages clients’ investment portfolio

in stocks of the companies listed on the international market with strong liquidity.

At the same time, it selects companies that have

unique or differentiated businesses, realizing above average profit growth.

(2) Debt investment

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 focus on bonds with higher yield to maturity among bonds

with the same maturity and credit rating.

(3) Precious metals and currencies investment

NTAM also manages clients’ investment portfolio

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

offshore Chinese yuan.

Precious metals include gold, platinum and silver.

With research on the fundamentals of market supply and demand

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

options and structured products.

(4) Derivative Investment

NTAM also manages clients’ investment portfolio

in financial derivatives in different asset classes, such as options and structured products.

(5) External Asset Management Services (EAM)

This business takes customer demand as the service

purpose, cooperates with several private banks which provide asset custody services, and innovatively introduces the function of investment

bank to provide exclusive private solutions for our clients.

NTAM’s main revenue is generated from providing

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

As of March 31, 2024, NTAM has approximately

US$346 million assets under its management.

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

NTAM is licensed under the Securities and Futures Commission of

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

offers diversified asset management portfolio for professional investors.

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

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

NTAM mainly engages in following asset management services for its clients:

(1) Equity Investment, (2) Debt investment, (3) Precious

metals and currencies investment, (4) Derivative Investment and (5) External Asset Management Services (EAM).

NTAM’s main revenue

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

retain talent in view of the increased turnover in the industry in Hong Kong, top performers of NTAM who had worked with the company for

years were granted the right to subscribe for new shares of NTAM with cash.

As a result, in July 2023, 19 shares of NTAM were issued to

Lau Kwai Chun at a cash consideration of HK$1,786,301 and in December 2023, 11 shares of NTAM were issued to Aspenwood Capital Partner

Limited at a cash consideration of HK$1,034,174.

Due to the abovementioned 30 new shares issuance, the Company’s holding of NTAM

decreased from 90% to 77.14%.

In August 2024, NTAM issued additional 168 shares with HK$17,900 each for a total of HK$3,007,200 by way

of rights subscription offer to three existing shareholders of NTAM and Future Fintech (Hong Kong) Limited did not participate in the

subscription and an outsider investor purchased the shares.

After the right subscription, the shareholding percentage of NTAM by Future

Fintech (Hong Kong) Limited decreased from 77.14% to 42.86%.

In November 2024, the Company closed the sale of its remaining 42.86%

ownership of NTAM to a third party for HK$2.4 million and is no longer in asset management business in Hong Kong.

In November 2023, the Company completed the acquisition

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and enterprise bonds in Hong Kong.

Money Transfer Business

FTFT Finance UK Limited (“FTFT Finance”)

formerly known as Khyber Money Exchange Ltd.

was acquired by FTFT UK Limited in September 2022.

It is regulated by UK Financial Conduct

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

FTFT Finance was incorporated in 2009 and is a

pioneer in the UK for money remittance services.

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

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

FTFT Finance is headquartered

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

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

of the world.

FTFT Finance is a financial platform that enables

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

cost, transparent exchange rate and without any hidden charges.

We believe our customers and their diverse backgrounds that has helped

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

Remittance service is a highly saturated market

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

FTFT Finance has an edge over companies like wise in

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

to Pakistan as it receives its rebate from local banks.

This approach provides gives us an advantage over our competitors.

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

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

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

Also, the exchange rate fluctuation

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

Competition and our Competitive Advantages

Asset Management Market in Hong Kong

We believe NTAM has the following competitive

advantages in the asset management market in Hong Kong:

(1) Provide customers with comprehensive and

professional financial services

NTAM currently holds Type 4 (Securities Advisory)

and Type 9 (Asset Management) regulated activity licenses issued by the Hong Kong Securities and Futures Commission.

It can provide a

series of professional financial services for customers, including providing financial advisory services, and various capital entrusted

investment management services for the investment in the companies and instruments listed or unlisted on the stock exchanges in Hong

Kong, mainland China and worldwide.

(2) Simple and efficient management structure

Compared with the multi-level structure with

multiple approval procedures by other large firms, NTAM adopts a more concise and efficient direct reporting system.

Each business team

can directly report the business to the board of directors of NTAM, which provides fast and efficient services for the company’s

customers, quickly responds to the changes of market conditions, timely seizes market investment opportunities and responds to adverse

(3) An experienced and diligent management team

The senior managers in NTAM have many years of

experience in private banks and accounting firms and some of them have been in the asset management industry for more than 10 years.

The management team has a comprehensive vision and efficient execution ability, and can bring more incremental business to the company

with their professional advantages and personal resources.

(4) Maintain close and stable relationship with

NTAM has established a close and stable business

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

provide customized advisory and asset management services to the customers.

NTAM believes its market reputation and existing customers’

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

Brokerage and Investment Banking Services

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

Nevertheless,

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

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

Nevertheless, we believe

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

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

Although some of our competitors may have greater

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Supply Chain Finance Market in China

We believe our supply chain finance business

has the following competitive strengths and set us apart from our competitors:

We believe our supply chain finance business has

the following competitive strengths and set us apart from our competitors:

(1) Independent risk control management system

At the beginning of its establishment, we established

a complete and independent risk control management system for our supply chain fiancé business, and have strictly implemented

the unified and comprehensive risk control management for customer access, contract signing, business execution, and capital allocation.

a complete and independent risk control management system for our supply chain fiancé business, and have strictly implemented the

unified and comprehensive risk control management for customer access, contract signing, business execution, and capital allocation.

(2) High-quality customer groups

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

(3) Standardization of financing process and

(3) Standardization of financing process and system

To improve operational efficiency and decision-making

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is to have access to sufficient funds in order to expand its business and increase number of clients.

Our supply chain business will

take the advantage as a subsidiary of the public company of Future FinTech as well as its other financial technology business development

to obtain enough funds for its further development and provide comprehensive financial services to its clients.

Money Transfer Market in UK

Remittance service is a highly saturated market

in the United Kingdom.

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

known as Transfer Wise), Remitly and Remit World.

FTFT Finance has an edge over companies like

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

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

This approach provides gives us an advantage over our competitors.

Our supply chain business will take

the advantage as a subsidiary of the public company of Future FinTech as well as its other financial technology business development to

obtain enough funds for its further development and provide comprehensive financial services to its clients.

Marketing and Sales

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

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

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

Based on standardized operation, our team has established a good

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

to expand our business scope.

NTAM has multidimensional flexible layout for

its business development.

It manages clients’ investment portfolio in a diversified manner across multiple asset classes in global

The type and proportion of positions are determined according to the long-term and short-term investment goals of investors

and other market factors.

In terms of specific operation, NTAM relies on solid investment and research ability to flexibly adjust its

position and avoid the price fluctuation of its subject matter caused by risk events.

NTAM also uses “License + talent” to

maintain core competitiveness.

With its Type 4 (Securities Advisory) and Type 9 (Asset Management) licenses issued by the Hong Kong Securities

and Futures Commission, NTAM continues to take the advantages of such licenses to optimize its business structure, expand the business

scale, actively expand business opportunities in different regions, continue to recruit outstanding talents in the industry, and introduce

incentive measures for the senior management, so as to maintain the development vitality of the company, continuously strengthening the

core competitiveness.

NTAM runs its risk management system throughout its core business operations and continuously evaluates the potential

risks that may cause impact in the daily operation of its business segment, including evaluating the effectiveness of existing internal

control measures, whether they are sufficient to deal with potential risks and whether they need to be supplemented.

The relevant review

results are entered in time to analyze the potential strategic impact, so that the internal control measures can be more effective and

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

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

market changes to find target customers and expand our business.

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

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

business scope.

FTFT International Securities and Futures Ltd.

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investment experience.

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

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

At present, the main business of the FTFT Securities

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cutting-edge financial services for global customers.

According to the Office for National Statistics,

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

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

Also, the exchange

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

Government Regulations

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On December 28, 2021, Cybersecurity Review Measures

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

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

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

State Cryptography Administration, effective on February 15, 2022, which provides that, Critical Information Infrastructure Operators

(“CIIOs”) that purchase internet products and services and Online Platform Operators engaging in data processing activities

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

14, 2021, CAC published the Administration Measures for Cyber Data Security (Draft for Public Comments), or the “Cyber Data Security

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

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

Trial Administrative Measures of Overseas

Securities Offering and Listing by Domestic Enterprises

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

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

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

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

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

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

Trial Administrative Measures of Overseas Securities

Offering and Listing by Domestic Enterprises

On February 17, 2023, the CSRC released New Overseas

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

The New Overseas Listing Rules require Chinese

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

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

b) an issuer making an overseas securities offering

after having been listed on an overseas market;

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

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

According to the Notice on Arrangements for Overseas

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

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

but has not completed such offering or listing before effective date of the new rules and also completes the offering or listing before

September 30, 2023 are considered as an existing listed company and is not required to make any filing until it conducts a new offering

in the future.

Furthermore, upon the occurrence of any of the material events specified below after an issuer has completed its offering

and listed its securities on an overseas stock exchange, the issuer shall submit a report thereof to the CSRC within 3 business days

after the occurrence and public disclosure of the event:

The New Overseas Listing Rules require Chinese domestic

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

a) an issuer making an

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

b) an issuer making an overseas securities offering after having

been listed on an overseas market;

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

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

According to the Notice on Arrangements for Overseas Securities

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

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

not completed such offering or listing before effective date of the new rules and also completes the offering or listing before September

30, 2023 are considered as an existing listed company and is not required to make any filing until it conducts a new offering in the future.

Furthermore, upon the occurrence of any of the material events specified below after an issuer has completed its offering and listed its

securities on an overseas stock exchange, the issuer shall submit a report thereof to the CSRC within 3 business days after the occurrence

and public disclosure of the event:

(i) change of control;

(ii) investigations or sanctions imposed by overseas

securities regulatory agencies or other competent authorities;

(ii) investigations or sanctions imposed by overseas securities regulatory

agencies or other competent authorities;

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

voluntary or mandatory delisting.

The New Overseas Listing Rules stipulate the legal consequences to the companies for breaches,

including failure to fulfill filing obligations or filing documents having false statement or misleading information or material omissions,

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

may also be barred from entering the securities market.

or (iv) voluntary or mandatory

The New Overseas Listing Rules stipulate the legal consequences to the companies for breaches, including failure to fulfill

filing obligations or filing documents having false statement or misleading information or material omissions, which may result in a fine

ranging from RMB1 million to RMB10 million, and in cases of severe violations, the relevant responsible persons may also be barred from

entering the securities market.

Regulations Relating to Pledged Assets and Rights in PRC

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used in supply chain finance business mostly are subject to the relevant provisions of the Civil Code.

Article 681 of the Civil Code

stipulates that a guarantee contract is a contract to ensure the realization of creditor’s rights.

The guarantor and the creditor

may agree when the debtor fails to pay its due debts or the event agreed by the parties occur, the guarantor shall pay the debts or bear

responsibility.

Article 696 of the Civil Code stipulates that if the creditor transfers all or part of the creditor’s rights without

notifying the guarantor, the transfer shall have no effect on the guarantor.

The guarantor and the creditor may agree to prohibit the

transfer of creditor’s rights.

Article 681 of the Civil Code stipulates

that a guarantee contract is a contract to ensure the realization of creditor’s rights.

The guarantor and the creditor may agree

when the debtor fails to pay its due debts or the event agreed by the parties occur, the guarantor shall pay the debts or bear responsibility.

Article 696 of the Civil Code stipulates that if the creditor transfers all or part of the creditor’s rights without notifying the

guarantor, the transfer shall have no effect on the guarantor.

The guarantor and the creditor may agree to prohibit the transfer of creditor’s

Also, if the collateral lien is not registered, it cannot be used against a bona fide third party.

A bona fide third party means a buyer who has paid a reasonable price and obtained the property in normal business activities.

chain finance business, the bulk goods are usually used as collaterals for the financing and the pledge must be registered in order to

be used against the claim from a bona fide buyer.

A bona fide third party means

a buyer who has paid a reasonable price and obtained the property in normal business activities.

In supply chain finance business, the

bulk goods are usually used as collaterals for the financing and the pledge must be registered in order to be used against the claim from

a bona fide buyer.

Certain accounts receivable may be pledged pursuant to the Civil Code.

of the Civil Code stipulates that the debtor or a third party that has the disposal rights to the assets may pledge such assets, including

bills of exchange, promissory notes and cheques, bonds and certificates of deposit, warehouse receipt and bill of lading, etc.

On Implementation of Unified Registration of Tangible Assets and Rights Guarantees by the State Council became effective on January 1,

The types of tangible assets and right guarantees covered by the unified registration include production equipment, raw materials,

semi-finished products and products, accounts receivable, deposit certificate, warehouse receipt and bill of lading, finance lease and

factoring, etc.

The tangible assets and rights guarantee covered by the unified registration shall be registered by the parties through

the unified registration and publicity system of tangible assets financing under the credit investigation center of the People’s

Bank of China, and parties shall be responsible for the authenticity, integrity and legitimacy of the registered contents.

The registration

authority does not conduct substantive examination of the registered contents.

Article 440 of the Civil Code stipulates that

the debtor or a third party that has the disposal rights to the assets may pledge such assets, including bills of exchange, promissory

notes and cheques, bonds and certificates of deposit, warehouse receipt and bill of lading, etc.

The Decision On Implementation of Unified

Registration of Tangible Assets and Rights Guarantees by the State Council became effective on January 1, 2021.

The types of tangible

assets and right guarantees covered by the unified registration include production equipment, raw materials, semi-finished products and

products, accounts receivable, deposit certificate, warehouse receipt and bill of lading, finance lease and factoring, etc.

assets and rights guarantee covered by the unified registration shall be registered by the parties through the unified registration and

publicity system of tangible assets financing under the credit investigation center of the People’s Bank of China, and parties shall

be responsible for the authenticity, integrity and legitimacy of the registered contents.

The registration authority does not conduct

substantive examination of the registered contents.

Regulations Relating

to Asset Management and Securities Services in Hong Kong.

to Securities Services in Hong Kong.

The Securities and Futures

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the offering of investments to the public in Hong Kong, and intermediaries and their conduct of regulated activities.

In particular,

Part V of the HKSFO and the relevant guidelines and codes issued by the HKSFC deal with licensing and registration matter.

In particular, Part

V of the HKSFO and the relevant guidelines and codes issued by the HKSFC deal with licensing and registration matter.

The HKSFO is administered

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Regime Under the HKSFO—Types of Regulated Activities” below.

The HKSFC works to strengthen and protect the integrity and

soundness of Hong Kong’s securities and futures markets for the benefit of investors and the industry.

The HKSFC works to strengthen and protect the integrity and soundness

of Hong Kong’s securities and futures markets for the benefit of investors and the industry.

Licensing Regime

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of Hong Kong, include the following:

grant licenses to those

who are appropriately qualified and can demonstrate their fitness and properness to be licensed under the HKSFO;

maintain online a public

monitor the ongoing compliance

of licensing requirements by licensees, substantial shareholders of licensed corporations, and directors of licensed corporations;

initiate policies on licensing

grant licenses to those who are appropriately qualified and can demonstrate their fitness and properness to be licensed under the HKSFO;

maintain online a public register of licensed persons and registered corporations;

monitor the ongoing compliance of licensing requirements by licensees, substantial shareholders of licensed corporations, and directors of licensed corporations;

initiate policies on licensing issues.

The HKSFC operates a

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155) of Hong Kong) and is:

carrying on a business

in a regulated activity (or holding out as carrying on a regulated activity), or

actively marketing, whether

in Hong Kong or from a place outside Hong Kong, to the public such services it provides, would constitute a regulatory activity if

provided in Hong Kong,

must be licensed by

the HKSFC to carry out that regulatory activity, unless one of the exemptions under the HKSFO applies.

carrying on a business in a regulated activity (or holding out as carrying on a regulated activity), or

actively marketing, whether in Hong Kong or from a place outside Hong Kong, to the public such services it provides, would constitute a regulatory activity if provided in Hong Kong,

must be licensed by the

HKSFC to carry out that regulatory activity, unless one of the exemptions under the HKSFO applies.

In addition to the licensing

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a Licensed Representative accredited to his principal.

Types of Regulated Activities Under

Types of Regulated

Activities Under the HKSFO

The HKSFO provides a

licensing regime under which a person needs a license to carry on different types of regulated activities as specified in Schedule 5

of the HKSFO.

licensing regime under which a person needs a license to carry on different types of regulated activities as specified in Schedule 5 of

The different types of regulated activities are set out as follows:

dealing in securities;

dealing in futures

leveraged foreign

exchange trading;

futures contracts;

corporate finance;

providing automated

trading services;

securities margin

dealing in futures contracts;

leveraged foreign exchange trading;

advising on securities;

advising on futures contracts;

advising on corporate finance;

providing automated trading services;

securities margin financing;

asset management;

providing credit

rating services;

OTC derivative products or advising on OTC derivative products;

Providing client

clearing services for OTC derivative transactions.

providing credit rating services;

Dealing in OTC derivative products or advising on OTC derivative

Providing client clearing services for OTC derivative transactions.

The Type 12 regulated

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Treasury by notice published in the Gazette.

As of the date of this

annual report, our subsidiary NTAM and FTFT Securities are licensed under the HKSFO to conduct the following regulated activities:

of Regulated Activities

Nice Talent Asset Management

Limited (“NTAM”) (1)

Type 4 and Type 9

As of the date of this annual report, our subsidiary FTFT Securities

are licensed under the HKSFO to conduct the following regulated activities:

Type of Regulated Activities

FTFT International Securities and Futures Ltd.

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Type 1, Type 2 and Type 4

The following conditions

are currently imposed on the HKSFC license of NTAM:

The licensee shall only

provide services to professional investors.

The term “professional investor” is as defined in the HKSFO and its subsidiary

The licensee shall not

hold client assets.

The terms “hold” and “client assets” are as defined under the HKSFO.

Licensed Corporation

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of Hong Kong.

The licensed corporation has to satisfy the HKSFC that it has proper business structure, good internal control systems

and qualified personnel to ensure the proper management of risks that it will encounter in carrying on the proposed regulated activities

as detailed in its business plan submitted to the HKSFC.

Detailed guidelines to meet the requirements and expectations of the HKSFC are

contained in the following publications of the HKSFC:

The licensed corporation has to satisfy the HKSFC that it has proper business structure, good internal control systems and

qualified personnel to ensure the proper management of risks that it will encounter in carrying on the proposed regulated activities as

detailed in its business plan submitted to the HKSFC.

Detailed guidelines to meet the requirements and expectations of the HKSFC are contained

in the following publications of the HKSFC:

“Guidelines on Competence”;

“the Code of Conduct

for Persons Licensed by or Registered with the Securities and Futures Commission,” or the Code of Conduct;

“the Management,

Supervision and Internal Control Guidelines for Persons Licensed by or Registered with the HKSFC”;

“Corporate Finance

Adviser Code of Conduct”;

“Fund Manager Code

“the Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission,” or the Code of Conduct;

“the Management, Supervision and Internal Control Guidelines for Persons Licensed by or Registered with the HKSFC”;

“Corporate Finance Adviser Code of Conduct”;

“Fund Manager Code of Conduct.”

Responsible Officers

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of a licensed corporation, it should have at least one responsible officer available at all times to supervise the business.

Qualification and Experience Required

for Being a Responsible Officer

Qualification and Experience Required for

Being a Responsible Officer

A person who intends

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is required to designate certain individuals as MICs and provide to the HKSFC information about its MICs and their reporting lines.

are individuals appointed by a licensed corporation to be principally responsible, either alone or with others, for managing each of

the following eight core functions of the licensed corporation:

are individuals appointed by a licensed corporation to be principally responsible, either alone or with others, for managing each of the

following eight core functions of the licensed corporation:

overall management oversight;

key business lines;

operational control and

operational control and review;

risk management;

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information technology;

anti-money laundering and

counter-terrorist financing.

anti-money laundering and counter-terrorist financing.

The management structure

of a licensed corporation (including its appointment of MICs) should be approved by the board of the licensed corporation.

should ensure that each of the licensed corporation’s MICs has acknowledged his or her appointment as MIC and the particular core

function(s) for which he or she is principally responsible.

The board should

ensure that each of the licensed corporation’s MICs has acknowledged his or her appointment as MIC and the particular core function(s)

for which he or she is principally responsible.

Fit and Proper Requirement

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Generally, a fit and proper person means one who is financially sound, competent, honest, reputable, and reliable.

Section 129(1)

of the HKSFO sets out a number of matters that the HKSFC shall have regard to in assessing the fitness and properness of a person, an

individual, corporation, or institution, which includes:

Section 129(1) of

the HKSFO sets out a number of matters that the HKSFC shall have regard to in assessing the fitness and properness of a person, an individual,

corporation, or institution, which includes:

financial status or solvency;

educational or other qualifications

or experience having regard to the nature of the functions to be performed;

ability to carry on the

regulated activity concerned competently, honestly, and fairly;

reputation, character,

reliability, and financial integrity of the applicant and other relevant persons as appropriate.

educational or other qualifications or experience having regard to the nature of the functions to be performed;

ability to carry on the regulated activity concerned competently, honestly, and fairly;

reputation, character, reliability, and financial integrity of the applicant and other relevant persons as appropriate.

The above fit and proper

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apply to a number of persons including the following:

an individual who applies

for license or is licensed under Part V of the HKSFO;

a licensed representative

who applies for approval or is approved as a responsible officer under Part V of the HKSFO;

a corporation which applies

for license or is licensed under Part V of the HKSFO;

an authorized financial

institution which applies for registration or is registered under Part V of the HKSFO;

an individual whose name

is to be or is entered in the register maintained by the Hong Kong Monetary Authority under section 20 of the Banking Ordinance (Cap.

an individual who applies for license or is licensed under Part V of the HKSFO;

a licensed representative who applies for approval or is approved as a responsible officer under Part V of the HKSFO;

a corporation which applies for license or is licensed under Part V of the HKSFO;

an authorized financial institution which applies for registration or is registered under Part V of the HKSFO;

an individual whose name is to be or is entered in the register maintained by the Hong Kong Monetary Authority under section 20 of the Banking Ordinance (Cap.

155) of Hong Kong;

an individual who applies

to be or has been given consent to act as an executive director of a registered institution under section 71C of the Banking Ordinance

an individual who applies to be or has been given consent to act as an executive director of a registered institution under section 71C of the Banking Ordinance (Cap.

155 of Hong Kong).

Section 129(2) of the HKSFO empowers the HKSFC to take

into consideration any of the following in considering whether a person is fit and proper:

decisions made by such

relevant authorities as stated in section 129(2)(a) of the HKSFO or any other authority or regulatory organization, whether in Hong

Kong or elsewhere, in respect of that person;

in the case of a corporation,

any information relating to:

any other corporation within

the group of companies;

any substantial shareholder

or officer of the corporation or of any of its group companies;

in the case of a corporation

licensed under section 116 or 117 of the HKSFO or registered under section 119 of the HKSFO or an application for such license or

registration:

any information relating

to any other person who will be acting for or on its behalf in relation to the regulated activity;

whether the person has

established effective internal control procedures and risk management systems to ensure its compliance with all applicable regulatory

requirements under any of the relevant provisions;

in the case of a corporation

licensed under section 116 or section 117 of the HKSFO or an application for the license, any information relating to any person

who is or to be employed by, or associated with, the person for the purposes of the regulated activity;

the state of affairs of

any other business which the person carries on or proposes to carry on.

Section 129(2) of the HKSFO empowers

the HKSFC to take into consideration any of the following in considering whether a person is fit and proper:

decisions made by such relevant authorities as stated in section 129(2)(a) of the HKSFO or any other authority or regulatory organization, whether in Hong Kong or elsewhere, in respect of that person;

in the case of a corporation, any information relating to:

any other corporation within the group of companies;

any substantial shareholder or officer of the corporation or of any of its group companies;

in the case of a corporation licensed under section 116 or 117 of the HKSFO or registered under section 119 of the HKSFO or an application for such license or registration:

any information relating to any other person who will be acting for or on its behalf in relation to the regulated activity;

whether the person has established effective internal control procedures and risk management systems to ensure its compliance with all applicable regulatory requirements under any of the relevant provisions;

in the case of a corporation licensed under section 116 or section 117 of the HKSFO or an application for the license, any information relating to any person who is or to be employed by, or associated with, the person for the purposes of the regulated activity;

the state of affairs of any other business which the person carries on or proposes to carry on.

The HKSFC is obliged

to refuse an application to be licensed if the applicant fails to satisfy the HKSFC that the applicant is a fit and proper person to

to refuse an application to be licensed if the applicant fails to satisfy the HKSFC that the applicant is a fit and proper person to be

The onus is on the applicant to make out a case that the applicant is fit and proper to be licensed for the regulated activity.

Continuing Obligations of Licensed Corporations

Continuing Obligations

of Licensed Corporations

Licensed corporations,

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of the key continuing obligations of the licensed corporations within the Group under the HKSFO:

maintenance of minimum paid-up share

capital and liquid capital, and submission of financial returns to the HKSFC in accordance with the requirements under the Securities

and Futures (Financial Resources) Rules (as discussed in more detail below);

maintenance of segregated

account(s), and custody and handling of client securities in accordance with the requirements under the Securities and Futures (Client

Securities) Rules (Chapter 571H of the Laws of Hong Kong);

maintenance of segregated

account(s), and holding and payment of client money in accordance with the requirements under the Securities and Futures (Client

Money) Rules (Chapter 571I of the Laws of Hong Kong);

maintenance of proper records

in accordance with the requirements prescribed under the Securities and Futures (Keeping of Records) Rules (Chapter 571O of the Laws

of Hong Kong);

maintenance of insurance

against specific risks for specified amounts in accordance with the requirements under the Securities and Futures (Insurance) Rules

(Chapter 571AI of the Laws of Hong Kong);

payment of annual fees

and submission of annual returns to the HKSFC within one month after each anniversary date of the license;

implementation of appropriate

policies and procedures relating to client acceptance, client due diligence, record keeping, identification, and reporting of suspicious

transactions and staff screening, education, and training in accordance with the requirements under the Guideline on Anti-Money Laundering

and Counter-Terrorist Financing issued by the HKSFC;

Obligation for substantial shareholders

maintenance of minimum paid-up share capital and liquid capital, and submission of financial returns to the HKSFC in accordance with the requirements under the Securities and Futures (Financial Resources) Rules (as discussed in more detail below);

maintenance of segregated account(s), and custody and handling of client securities in accordance with the requirements under the Securities and Futures (Client Securities) Rules (Chapter 571H of the Laws of Hong Kong);

maintenance of segregated account(s), and holding and payment of client money in accordance with the requirements under the Securities and Futures (Client Money) Rules (Chapter 571I of the Laws of Hong Kong);

maintenance of proper records in accordance with the requirements prescribed under the Securities and Futures (Keeping of Records) Rules (Chapter 571O of the Laws of Hong Kong);

maintenance of insurance against specific risks for specified amounts in accordance with the requirements under the Securities and Futures (Insurance) Rules (Chapter 571AI of the Laws of Hong Kong);

payment of annual fees and submission of annual returns to the HKSFC within one month after each anniversary date of the license;

implementation of appropriate policies and procedures relating to client acceptance, client due diligence, record keeping, identification, and reporting of suspicious transactions and staff screening, education, and training in accordance with the requirements under the Guideline on Anti-Money Laundering and Counter-Terrorist Financing issued by the HKSFC;

Obligation for substantial

A person shall, in relation

to a corporation, be regarded as a substantial shareholder of the corporation if he, either alone or with any of his associates—

has an interest in shares

in the corporation—

the aggregate number of

which shares is equal to more than 10% of the total number of issued shares of the corporation;

which entitles the person,

either alone or with any of his associates and either directly or indirectly, to exercise or control the exercise of more than 10%

of the voting power at general meetings of the corporation;

holds shares in any other

corporation which entitles him, either alone or with any of his associates and either directly or indirectly, to exercise or control

the exercise of 35% or more of the voting power at general meetings of the other corporation, or of a further corporation, which

is itself entitled, either alone or with any of its associates and either directly or indirectly, to exercise or control the exercise

of more than 10% of the voting power at general meetings of the corporation.

has an interest in shares in the corporation—

the aggregate number of which shares is equal to more than 10% of the total number of issued shares of the corporation;

which entitles the person, either alone or with any of his associates and either directly or indirectly, to exercise or control the exercise of more than 10% of the voting power at general meetings of the corporation;

holds shares in any other corporation which entitles him, either alone or with any of his associates and either directly or indirectly, to exercise or control the exercise of 35% or more of the voting power at general meetings of the other corporation, or of a further corporation, which is itself entitled, either alone or with any of its associates and either directly or indirectly, to exercise or control the exercise of more than 10% of the voting power at general meetings of the corporation.

A person shall be regarded

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or with any of his associates, to exercise or control the exercise of 35% or more of the voting power at general meetings of the further

corporation which is itself entitled, either alone or with any of its associates, to exercise or control the exercise of 35% or more

of the voting power at general meetings of the first-mentioned corporation.

corporation which is itself entitled, either alone or with any of its associates, to exercise or control the exercise of 35% or more of

the voting power at general meetings of the first-mentioned corporation.

Under section 132 of

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An application to the

HKSFC regarding the change of the substantial shareholder of NTAM to Future FinTech (Hong Kong) Limited was approved by the HKSFC on

June 17, 2021.

HKSFC regarding the change of the substantial shareholder of NTAM to Future FinTech (Hong Kong) Limited was approved by the HKSFC on June

Supervision by the HKSFC

HKSFC supervises licensed corporations

and intermediaries operating in the market.

HKSFC conducts on-site inspections and off-site monitoring to ascertain

and supervise intermediaries’ business conduct and compliance with relevant regulatory requirements and to assess and monitor the

financial soundness of intermediaries.

HKSFC supervises

licensed corporations and intermediaries operating in the market.

HKSFC conducts on-site inspections and off-site monitoring

to ascertain and supervise intermediaries’ business conduct and compliance with relevant regulatory requirements and to assess and

monitor the financial soundness of intermediaries.

Disciplinary Power of the HKSFC

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pecuniary penalty of not exceeding the amount of HK$10 million or three times the amount of the profit gained or loss avoided as a result of the misconduct.

Relating to Money Transfer in UK.

The Financial Conduct Authority (FCA) - The FCA

is the main regulator for money transfer business in the UK.

It is responsible for authorizing and supervising money transfer business

that provide payment services, including money transfer services.

The FCA sets out the regulatory requirements for money transfer business

in the Payment Services Regulations 2017 (PSR 2017) and the Electronic Money Regulations 2011 (EMR).

Her Majesty’s Revenue and Customs (HMRC)

- HMRC is responsible for supervising money transfer business that are not authorized by the FCA but are required to register with HMRC

for anti-money laundering purposes.

HMRC sets out the regulatory requirements for money transfer business in the Money Laundering Regulations

2017 (MLR 2017).

While the FCA and HMRC are the main regulators

for money transfer business in the UK, there may be other regulators that money transfer business needs to comply with depending on their

specific activities.

For example, if a money transfer business also provides currency exchange services, it may be subject to additional

regulations from the Financial Conduct Authority or HM Revenue & Customs.

Hong Kong Regulations Relating to Securities

and Futures Brokerage Providers FTFT Securities is a licensed corporation of the Securities and Futures Commission of Hong Kong

(“SFC”) holding Type 1 (“Dealing in Securities”), Type 2 (“Dealing in Futures Contracts”), Type

4 (“Advising on Securities”) licenses.

The Securities and Futures Ordinance (“SFO”), including its

subsidiary legislation, is the principal legislation regulating the securities and futures industry in Hong Kong.

In particular,

Part V of the SFO deals with licensing and registration matters.

The SFO is administered by SFC which is an independent statutory

body in Hong Kong set up to regulate the securities and futures markets and the non-bank leveraged foreign exchange market in Hong

Hong Kong Regulations Relating to Securities and

Futures Brokerage Providers FTFT Securities is a licensed corporation of the Securities and Futures Commission of Hong Kong (“SFC”)

holding Type 1 (“Dealing in Securities”), Type 2 (“Dealing in Futures Contracts”), Type 4 (“Advising on

Securities”) licenses.

The Securities and Futures Ordinance (“SFO”), including its subsidiary legislation, is the principal

legislation regulating the securities and futures industry in Hong Kong.

In particular, Part V of the SFO deals with licensing and registration

The SFO is administered by SFC which is an independent statutory body in Hong Kong set up to regulate the securities and futures

markets and the non-bank leveraged foreign exchange market in Hong Kong.

In addition, the Companies (Winding Up and Miscellaneous

44 unchanged sentences

owners shall have in software developed by them, regardless of whether it has been published.

accordance with the Measures for the Registration of Computer Software Copyright promulgated by the National Copyright Administration

on April 6, 1992 and last amended on February 20, 2002, software copyrights, exclusive licensing contracts for software copyrights and

software copyright transfer contracts shall be registered, and the National Copyright Administration shall be the competent authority

for the administration of software copyright registration and designates the Copyright Protection Center of China as a software registration

The Copyright Protection Center of China shall grant a registration certification to a computer software copyright applicant

who complies with regulations.

Under the Copyright Law, the term of protection for copyrighted software is 50 years.

In accordance with the Measures for the Registration

of Computer Software Copyright promulgated by the National Copyright Administration on April 6, 1992 and last amended on February 20,

2002, software copyrights, exclusive licensing contracts for software copyrights and software copyright transfer contracts shall be registered,

and the National Copyright Administration shall be the competent authority for the administration of software copyright registration and

designates the Copyright Protection Center of China as a software registration authority.

The Copyright Protection Center of China shall

grant a registration certification to a computer software copyright applicant who complies with regulations.

Under the Copyright Law,

the term of protection for copyrighted software is 50 years.

Intellectual Property

The Company currently

has 36 registered Internet Domain names, including hedejiachuan.com, intervalue.vip, intervalue.net.cn, intervalue.com.cn, intervalue.cc,

intervalue.ltd, intervalue.top, ftex.ltd, ftex.net.cn, ftex.vip, ftex.top, ftex.cc, dcon.top, dconpay.com, dconio.com, digipay.ink, digipay.vip,

globalkey.vip, globalkey.shop, globalkey.store, digipay.net.cn, digipay.ltd, globalkey.net.cn, globalkey.cc, globalkey.top, ftft.top,

ftftex.com, ftft.com, ftftbank.com, mftftpay.com, inuteam.com,ftftx.com,ftftcapital.com,ftftorbit.com,ftftdigitalcapital.com, alpahkint.com.

All these Domain names are owned by the subsidiaries of the Company.

The Company owns copyrights

for the software for its blockchain based e-commerce platform application, including:

(i) a blockchain credit points discount settlement

(ii) a blockchain credit points circulation monitoring system;

(iii) a legal currency and credit points synchronization settlement

(iv) a blockchain credit points flow system;

(v) an agent automatic profit distribution system (vi) an agent automatic tax deduction

and accounting system;

(vii) a manufacturer automatic accounting system;

(viii) an e-commerce and blockchain anti-counterfeiting linkage

(ix) a blockchain discount and promotion automatic balance system;

(x) a blockchain real-name authentication and legal responsibility

FTFT UK Limited owns the software for its financial app and FTFT Capital Investments L.L.C.

owns the software for its marketing

data platform FTFTX.

We believe that our continued success and competitive

status depend largely on our proprietary technology and ability to innovate.

We have taken measures to protect the confidentiality of

our proprietary technologies and intellectual property.

We rely on a combination of know-how, copyrights for our software and trade secret

laws, as well as confidentiality agreements to protect our proprietary rights.

We will take the necessary action to seek remuneration

if we believe our intellectual property rights have been infringed upon.

has 36 registered Internet Domain names, including ftft.com, ftftx.com,ftftcapital.com, and alpahkint.com.

All these Domain names are

owned by the subsidiaries of the Company.

We have taken measures to protect the confidentiality

of our proprietary technologies and intellectual property.

We rely on a combination of know-how, trade secret laws, as well as confidentiality

agreements to protect our proprietary rights.

We will take the necessary action to seek remuneration if we believe our intellectual property

rights have been infringed upon.

Human Capital Resources

10 unchanged sentences

As of December 31, 2024, we had 36 full-time employees

and 3 part-time employees, among which 25 are located in the PRC, 32 are located in Hong Kong, 2 are located in the United States, 7 are

located in United Kingdom and 2 are located in Dubai and 1 is located in Paraguay.

None of our employees are covered by a collective bargaining

agreement as of the date of this Report.

and 4 part-time employees, among which 31 are located in the PRC, 5 are located in Hong Kong.

None of our employees are covered by

a collective bargaining agreement as of the date of this Report.

We consider our relationships with our employees to be good.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business