What changed in this filing

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Item 9A. Controls and Procedures

2025-04-15 compared with 2024-04-16 · 1086 added, 1449 removed, 1236 unchanged (67% of the section changed)

16 unchanged sentences

Based on that evaluation, our CEO and CFO concluded

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

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

and SEC reporting requirements.

that our disclosure controls and procedures were not effective as of December 31, 2024, due to a material weakness in our internal control

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

GAAP and SEC reporting requirements.

Management’s Report on Internal Controls

9 unchanged sentences

includes those policies and procedures that:

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

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

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

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

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

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

a material effect on the financial statements.

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal

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and CFO concluded that our internal control over financial reporting as of December 31, 2024 was ineffective.

We have taken, and

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

We have taken, and are taking,

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

GAAP and SEC reporting experience.

a consultant with U.S.

GAAP knowledge and experience to supplement our current internal accounting personnel and assist us in the preparation

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

We also engaged an internal

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

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

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

We believe the measures

described above will remediate the material weakness.

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

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

We engaged a consultant

GAAP knowledge and experience to supplement our current internal accounting personnel and assist us in the preparation of our

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

We also engaged an internal control

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

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

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

We believe the measures described

above will remediate the material weakness.

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

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

Changes to Internal Control over Financial

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and/or Executive Officer

Shanchun Huang (1)

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

3 unchanged sentences

Independent Director and Chairman of the Board of Directors

Johnson Lau (4)(6)

Mingyong Hu (4)(6)

Independent Director

2 unchanged sentences

Vice President and Director

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

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

Yongke Xue on November 24, 2023.

Ming Yi was appointed as

CFO of the Company on November 30, 2020.

Hu Li was appointed as CEO, President and a member of the Board of Directors of the Company on August 5, 2024.

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

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

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

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

Mingyong Hu was appointed a member of the Board of Directors of the Company on October 1, 2024.

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

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

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

Shanchun Huang has served as the Chief

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

December 4, 2023.

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

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

Huang served as the

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

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

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

From May 2001 to

June 2004, Mr.

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

in Hangzhou, China.

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

collection and editing.

Hu Li, Chief Executive officer, President and Director of the Board

Hu Li has served as the Chief Executive Officer,

President of the Company and a member of the Board since August 5, 2024.

served as the Corporate Secretary of the Company since June 2019.

Li has served as a director and Chief Executive Officer of FTFT

International Securities and Futures Limited, a wholly owned subsidiary of the Company since January 2024.

Li has served as a director

of the Board of Directors of Shineco, Inc.

SISI) since September 2021.

Li served as the chief supervisor of Anhui Yihai Mining

Equipment Co., Ltd., a public company in China NEEQ Market (Stock Symbol:

831451) from February 2018 to July 2021.

From September 2015

to February 2018, Mr.

Li served as the Vice General Manager of Shaanxi Huipu Financial Leasing Co., Ltd.

Li obtained his master’s

degree in Business Administration (MBA) from Xi’an Technology University in 2008 and bachelor’s degree from Xi’an Fanyi

University in 1996 .

The Board believes that Mr.

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

asset to the Company and the Board .

Hu’s significant experience in investment

and management will be an asset to the Company and the Board .

Ming Yi, Chief Financial Officer

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

and Ningbo Tielin Supply Chain Management Co., Ltd.

and Ningbo Tielin Supply Chain Management Co.,

From March 2014 to July 2019, Mr.

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

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

From April 2010 to March 2014, Mr.

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

received his Ph.D.

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

September 2011 and July 2009, respectively.

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

of Xi’an Jiaotong University in July 1999.

Lei received his Ph.D.

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

University in September 2011 and July 2009, respectively.

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

School of Management of Xi’an Jiaotong University in July 1999.

Fuyou Li , Director and Chairman of the Board

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

Johnson Lau , Director

On December 23, 2014, the Board appointed Johnson

Lau as a member of the Board of Directors of the Company.

Lau is also the Chairman of Audit committee of the Board and a member of

the Compensation Committee of the Board.

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

since April 2021.

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

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

Lau started his career in Deloitte in Hong Kong and Beijing

from 1997 to 2004.

Prior to joining Beauty Express in 2021, Mr.

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

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

Lau was the chief financial officer and was subsequently

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

HAIK), from December 2006

to March 2009.

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

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

From April 2009, Mr.

Lau was employed by Auto China

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

AUTCF) as chief

financial officer.

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

From June 2010

to January 2013, Mr.

Lau was an independent director of Lizhan Environmental Corporation.

Lau was the chief financial officer of Troops,

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

Lau was the chief financial officer of China

Golden Classic Group Limited (HKEX:

8281.HK) from July 2015 to July 2018.

Lau was the chief financial officer of Dafy Holdings Limited

1826.HK) from August 2018 to October 2019.

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

from November 2019 to February 2021.

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

October 2017 to April 2019.

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

The Board believes

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

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

Mingyong Hu , Director

On October 1, 2024, the Board appointed Mingyong

Hu as a member of the Board of Directors of the Company.

Hu is also the Chairman of Audit committee of the Board and a member of the

Compensation Committee of the Board.

Mingyong Hu was the founder and CFO of Beijing

Xiaowu Supply Chain Technology Co., Ltd.

from August 2021 to April 2024.

From March 2019 to July 2021, Mr.

Hu was the executive vice president

of Zhenghua Guotai International Trading Co., Ltd.

From October 2017 to March 2019, Mr.

Hu was the general manager of Zhongrong Dinghui

(Beijing) Equity Investment Fund Management Co., Ltd.

From January 2016 to October 2017, Mr.

Hu was the executive vice president of Zhongsheng

Wantong Equity Investment Fund Management (Beijing) Co., Ltd.

From June 2007 to December 2015, Mr.

Hu was a partner and executive deputy

general manager of Zhonghao Investment Group Co., Ltd.

Mingyong Hu received his bachelor’s

degree in accounting from Hunan University in July 2001.

Hu is a Certified Public Accountant of China, and he also holds Certification

of Securities Professional and Fund Qualification Certificate in China.

Mingjie Zhao, Director

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Ying Li, Director and Vice President

Ying Li was appointed as

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

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

The Company acquired FTFT International

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

Securities and Futures Limited.

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

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

Ying Li was appointed as a member of the Board

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

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

The Company acquired FTFT International Securities

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

Li has served as the

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

From October 2011 to December 2019, Ms.

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

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

Studies University in July 2010.

Li received her bachelor’s

degree in English from Xi’an International Studies University in July 2010.

The Board believes that Ms.

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

her as a member of the Board.

All of our directors and officers reside outside

of the United States, except for Mr.

Mingjie Zhao and Ying Li.

Li’s extensive business

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

All of our directors and officers reside outside of the United States,

except for Mr.

Mingjie Zhao.

Peng Lei, Mr.

Ming Yi and Fuyou Li reside in China, Mr.

Shanchuan Huang

resides in the U.K.

Johnson Lau resides in Hong Kong.

Ying Li and Fuyou Li reside in China.

Board Diversity Matrix

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

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

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

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

31, 2023, except for the following:

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

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

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

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

April 5, 2024;

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

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

Based solely on its review of copies of such forms

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

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

ended December 31, 2024,.

Code of Ethics

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Committees of the Company’s Board of Directors

The Board held 11 regularly scheduled and special meetings during fiscal

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

they served during the fiscal year.

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

The Board held 10 regularly scheduled and special

meetings during fiscal year 2024.

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

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

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

annual meeting.

All of our directors attended the December 5, 2024 shareholders annual meeting by tele-conference or in person.

Audit Committee

On April 25, 2008, the Board formed an audit

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

Each member of the audit

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

defined under the rules of the NASDAQ Capital Market.

The Board has determined that each audit committee member has sufficient

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

The audit committee held 3 meetings during fiscal year

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

On April 25, 2008, the Board formed an audit committee.

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

Each member of the audit committee is “independent”

as that term is defined in the rules of the SEC and within the meaning of such term as defined under the rules of the NASDAQ Capital Market.

The Board has determined that each audit committee member has sufficient knowledge in financial and auditing matters to serve on the audit

The audit committee held 4 meetings during fiscal year 2024, and all audit committee members attended each of those meetings.

Our Board has determined that Mr.

Lau is an “audit

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

The audit committee has a written charter, which is

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

Hu is an “audit committee financial expert,” as defined under the applicable SEC rules.

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

Management is responsible for the Company’s

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The independent accounting firm is responsible for performing an independent audit

of the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight

Board (United States) (“PCAOB”) and issuing reports thereon.

The audit committee’s responsibility is to monitor these

The audit committee meets with management, the leader of the internal audit function, and the independent accounting firm

to facilitate communication.

In addition, the audit committee appoints the Company’s independent accounting firm and pre-approves

all audit and non-audit services to be performed by the independent accounting firm.

of the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board

(United States) (“PCAOB”) and issuing reports thereon.

The audit committee’s responsibility is to monitor these processes.

The audit committee meets with management, the leader of the internal audit function, and the independent accounting firm to facilitate

communication.

In addition, the audit committee appoints the Company’s independent accounting firm and pre-approves all audit and

non-audit services to be performed by the independent accounting firm.

Compensation Committee

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

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

Each member of the compensation committee

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

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

No interlocking relationship

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

relationship existed during the last fiscal year.

On April 25, 2008, the Board formed a compensation

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

Each member of the compensation

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

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

No interlocking

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

has any interlocking relationship existed during the last fiscal year.

The compensation committee held 3 meetings during fiscal year 2024.

The compensation

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

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

Our Board has delegated to the compensation committee

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Other Committees

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

The Board may on occasion establish other committees,

as it deems necessary or required.

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

The full Board currently

serves this function.

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

committees can be adequately performed by the Board.

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

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

The full Board currently serves this function.

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

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

The independent directors of the Board will assess all candidates,

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

Other than the Rule 14a-19 under

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The Board of Directors believes that this leadership structure, with Mr.

Li serving as the Chairman and Mr.

Huang serving as Chief Executive Officer, is appropriate at this time because it enables the Board, as a whole, to engage in oversight

of management, promote communication and collaboration between management and the Board, and oversee governance matters, while allowing

our Chief Executive Officer to focus on his primary responsibility, the operational leadership and strategic direction of the Company.

In addition to chairing the Board, Mr.

Fuyou Li serving as the Chairman and Mr.

Li serving as Chief Executive Officer, is appropriate at this time because it enables the Board, as a whole, to engage in oversight of

management, promote communication and collaboration between management and the Board, and oversee governance matters, while allowing our

Chief Executive Officer to focus on his primary responsibility, the operational leadership and strategic direction of the Company.

addition to chairing the Board, Mr.

Li is a member of the Audit and Compensation Committees.

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Stock Incentive Plans

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

FinTech Group Inc.

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

at the shareholders annual meeting on December 18, 2020.

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

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

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

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

20,000 shares

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

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

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

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

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

award under the 2020 Equity Plan.

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

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

FinTech Group Inc.

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

at the shareholders annual meeting on December 5, 2023.

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

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

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

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

200,000 shares to Shanchun Huang,

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

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

The Grants vested immediately on the Grant

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

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

The Board of Directors of the Company approved

and adopted the Future FinTech Group Inc.

2024 Omnibus Equity Plan (the “2020 Equity Plan”) on October 12, 2024, which was

approved by the shareholders at the shareholders annual meeting on December 5, 2024., to provide equity awards to employees, directors

and consultants of the Company (the “2024 Plan”).

There are 5,000,000 shares of commons stock available for awards under 2024

On March 10, 2025, the Compensation Committee of the Board granted stock awards of 5,000,000 shares of common stock of the Company,

pursuant to the Company’s 2024 Omnibus Equity Plan, to sixteen officers and employees of the Company and its subsidiaries, including:

300,000 shares to Hu Li, Chief Executive Officer of the Company (All the share numbers stated here are before the 1 for 10 reverse stock

split effected in April 1, 2025)

The Board of Directors of the Company approved

and adopted the Future FinTech Group Inc.

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

approved by the shareholders at the shareholders annual meeting on December 5, 2023.

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

of Common Stock.

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

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

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

200,000 shares to Shanchun

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

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

The Grants vested immediately on

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

On October 4, 2024, the Company granted the remaining 2,110,000 share under 2023 Omnibus Equity Plan to 4 employees of the Company and

its subsidiaries.

(All the share numbers stated here are before the 1 for 10 reverse stock split effected in April 1, 2025)

We believe that the future success of the Company

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Employment Agreements

We did not have an employment agreement with our Mr.

Yongke Xue when

he served as our CEO.

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

Xue upon his appointment as the president of

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

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

renewed with the same terms in June 2022.

Yongke Xue passed away on November 24, 2023.

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

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

Huang receives compensation in the amount

of $1 per year.

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

Shanchun Huang, the Chief Executive Officer of

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

Yongke Xue on November 24, 2023.

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

Shanchun Huang, the Company’s Chief

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

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

Under the terms of the Agreement, Mr.

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

bonus in the Board’s sole discretion.

We entered into an Employment Agreement with

Hu Li, on August 5, 2024 with a term of three year subject to renewal.

Li receives compensation in the amount of

$7,000 per month and will be eligible for an annual cash and equity bonus in the Board’s sole discretion.

On November 16, 2020,

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

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

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

which was renewed until August 1, 2025.

On December 1, 2020, the Company entered into

an employment agreement with Mr.

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

until December 1, 2025.

The agreement provides that Mr.

1 unchanged sentence

Summary Compensation of Named Executive Officers

Our executive officers do not receive any compensation from the Company

for also serving as directors of the Company.

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

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

Our executive officers do not receive any compensation

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

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

compensation paid by the Company to our named executive officers for the years ended December 31, 2024 and 2023.

Name and Principal Position

3 unchanged sentences

Shanchun Huang (2)

March 4, 2020, Mr.

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

Xue was appointed as the president of the

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

Equity Plan on July 12, 2022.

On March 4, 2020, Mr.

Yongke Xue resigned as the CEO of the Company

and on June 23, 2021, Mr.

Xue was appointed as the president of the Company..

Yongke Xue passed away on November 24, 2023.

On March 4, 2020, Mr.

Shanchun Huang was appointed as the CEO of the Company.

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

Shanchun Huang was appointed as the CEO of the

The compensation committee of the Board granted him a stock award for 200,000 shares of common stock of the Company under 2023

Equity Plan on December 23, 2023.

Shanchun Huang was resigned as CEO and President of the Company on August 5, 2024.

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

Ming Yi as the CFO of the Company.

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

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

as the COO of the Company.

Since February 2020, Mr.

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

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

The compensation committee

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

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

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

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

* All share granted

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

Yi as the CFO of the Company.

On August 5, 2024, Mr.

Hu Li was appointed ad

CEO and President of the Company.

Peng Lei served as general manager of Future Commercial Management

Co., Ltd., a wholly owned subsidiary of the Company since July 2022 and was appointed as COO of the Company on July 28, 2023.

23, 2023, the compensation committee of the Board granted him a stock award of 40,000 shares of common stock of the Company under 2023

All share granted before January 31, 2023 have been retroactively restated

to reflect Reverse Stock Split effected on February 1, 2023 but not restated to reflect the 1 for 10 reverse split effected on April 1,

Outstanding Equity Awards at December 31, 2024

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Johnson Lau (3)

Mingyong Hu (4)

Mingjie Zhao (6)

Shanchuan Huang resigned as Chief Executive Officer, President

and Director of the Company on August 5, 2024.

On May 8, 2015, the Board appointed Mr.

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

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

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

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

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

Lau resigned as the member of the Board, Chairman of the Audit Committee and a member of Compensation Committee, effective on September 30, 2024.

Mingyong Hu was appointed as a member of the Board, Chairman of the Audit Committee and a member of Compensation Committee of the Board, effective immediately, to fill the vacancy following the resignation of Mr.

Hu Li was appointed as Chief Executive Officer, President and Director of the Company on August 5, 2024, following the resignation of Mr.

Shanchun Huang.

On July 15, 2020, the Board appointed Mr.

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beneficially owned based on 3,050,770 shares of our Common Stock outstanding as of April 11, 2025.

Beneficial ownership is determined in accordance

with the SEC rules, and generally includes voting power and/or investment power with respect to the securities held.

Shares of Common

Stock subject to options and warrants currently exercisable or exercisable within 60 days of April 12, 2024 or issuable upon conversion

of convertible securities which are currently convertible or convertible within 60 days of April 12, 2024 are deemed outstanding and beneficially

owned by the person holding those options, warrants or convertible securities for purposes of computing the number of shares and percentage

of shares beneficially owned by that person, but are not deemed outstanding for purposes of computing the percentage beneficially owned

by any other person.

Except as indicated in the footnotes to this table, and subject to applicable community property laws, the persons

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

The Company effected a 1 for 10 reverse

split on April 1, 2025.

Beneficial ownership is determined in accordance with the SEC rules,

and generally includes voting power and/or investment power with respect to the securities held.

Shares of Common Stock subject to options

and warrants currently exercisable or exercisable within 60 days of April 11, 2025 or issuable upon conversion of convertible securities

which are currently convertible or convertible within 60 days of April 11, 2025 are deemed outstanding and beneficially owned by the person

holding those options, warrants or convertible securities for purposes of computing the number of shares and percentage of shares beneficially

owned by that person, but are not deemed outstanding for purposes of computing the percentage beneficially owned by any other person.

Except as indicated in the footnotes to this table, and subject to applicable community property laws, the persons or entities named have

sole voting and investment power with respect to all shares of our Common Stock shown as beneficially owned by them.

Unless otherwise indicated in the footnotes, the

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Directors and Named Executive Officers

Shanchun Huang

All current directors and name executive officers as a group (8 persons)

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All 5% or Greater Shareholders

(1) Including

3,322,757 shares directly owned by Mr.

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

Zeyao Xue, which consists

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

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

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

and China Tianren.

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

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

Including 352,277 shares directly owned by Mr.

Zeyao Xue and 33,011

shares indirectly and beneficially owned by Mr.

Zeyao Xue, which consists of (i) 29,342 shares that are directly owned by Golden

Dawn International Limited (“Golden Dawn”), a British Virgin Islands company and (ii) 3,668 shares that are directly owned

by China Tianren Organic Food Holding (“China Tianren”).

Zeyao Xue holds all of the issued and outstanding capital stock

of Fancylight Limited, which is an indirect 100% owner of Golden Dawn and China Tianren.

Zeyao Xue holds the beneficial ownership

of shares owned by Golden Dawn and China Tianren.

The address of Zeyao Xue is No.3, Xijuyuan Xiang, Lianhu District, Xi’an City,

Shaanxi Province, China.

ITEM 13 – CERTAIN RELATIONSHIPS AND RELATED

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current directors, Messrs.

Johnson Lau, Fuyou Li and Mingjie Zhao, have been determined by our Board to be “independent directors”

Mingyong Hu, Fuyou Li and Mingjie Zhao, have been determined by our Board to be “independent directors”

as defined under the rules of the NASDAQ Capital Market, constituting a majority of independent directors of the Board as required by

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The amounts set forth opposite “Audit Fees”

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

above reflect the aggregate fees billed or billable by auditors Fortune

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

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

Onestop Assurance provided professional services

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

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

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

audit of our fiscal year 2023 financial statements.

Fortune CPA provided professional services for

the audit of our fiscal years 2024 and 2023 financial statements and $354,440 and $312,000 were paid to Fortune CPA for audit of our fiscal

years 2024 and 2023 financial statements, respectively.

All Other Fees

Our former auditor Onestop Assurance PAC (“Onestop

Assurance”) provided professional services for the audit of our fiscal year 2022 financial statements and $78,350 was paid in 2023

for review of our filings and Form S-8 and $63,000 was paid for review of our 2023 annual report in 2024.

The Board audit committee’s policy is to

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

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

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

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

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

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

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

During the Company’s

two fiscal years of 2022 and 2021 and in the subsequent interim period through August 1, 2023, there were (i) no disagreements between

the Company and Onestop Assurance on any matter of accounting principles or practices, financial statement disclosure or auditing scope

or procedure, which disagreements, if not resolved to the satisfaction of Onestop Assurance, would have caused Onestop Assurance to make

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

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

On August 2, 2023, the

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

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

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

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

statements of the Company;

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

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

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

During the Company’s

two fiscal years of 2022 and 2021 and through August 1, 2023, neither the Company nor anyone on its behalf consulted Fortune CPA regarding

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

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

or (ii) any matter that was either the subject of a disagreement

or a reportable event as described above;

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

CPA that was an important factor considered by the Company in reaching a decision as to an accounting, auditing or financial reporting

The Company reported its change in auditors in

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

Current Report on Form 8-K,

filed on Augst 8, 2023.

ITEM 15 – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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(b) EXHIBITS:

Exhibit Index

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

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Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the Commission on January 31, 2023.

Articles of Amendment to the Second Amended and Restated Articles of Incorporation of the Registrant filed with Department of State of Florida on April 1, 2025.

Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the Commission on April 1, 2025.

Form of Warrant.

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

of Placement Agent Warrant.

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

on December 28, 2020.

Form of Placement Agent Warrant.

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

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

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

Code of Business Conduct and Ethics*

Employment Agreement by and between Future FinTech Group, Inc.

Hu Li, dated August 5, 2024.

by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on August 9, 2024.

Director Agreement by and Between the

Company and Mingyong Hu dated October 1, 2024 .

by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on October 4, 2024.

Stock Purchase Agreement by and among Future FinTech Group Inc., FTFT SuperComputing Inc.

and DDMM Capital LLC

dated on December 6, 2024.

Incorporated by reference to Exhibit

10.1 to our Current Report on Form 8-K filed with the Commission on December 11, 2024.

Code of Business Conduct and Ethics Incorporated by reference to Exhibit 14.1 to our Annual Report on Form 10-K filed with the Commission on April 16, 2024.

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

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

Insider Trading Policy*

Insider Trading Policy Incorporated by reference to Exhibit 19.1 to our Annual Report on Form 10-K filed with the Commission on April 16, 2024.

Description of Subsidiaries of the Registrant*

Consent of Onestop Assurance PAC*

Consent of Fortune CPA Inc.*

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Section 1350 Certification of Principal Financial Officer of Registrant.†

Clawback Policy*

Clawback Policy Incorporated by reference to Exhibit 97.1 to our Annual Report on Form 10-K filed with the Commission on April 16, 2024.

Inline XBRL Instance Document

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April 15, 2025

/s/ Shanchun Huang

Shanchun Huang

Chief Executive Officer

Chief Executive Officer, President and Director

(principal executive officer)

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KNOW ALL PERSONS BY THESE PRESENTS, that each

person whose signature appears below constitutes and appoints Shanchun Huang and Ming Yi, and each of them, their attorneys-in-fact and

agents, each with the power of substitution, for them in any and all capacities, to sign any and all amendments to this Report on Form

10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission,

hereby ratifying and confirming all that said attorneys-in-fact, or substitutes, may do or cause to be done by virtue hereof.

person whose signature appears below constitutes and appoints Hu Li and Ming Yi, and each of them, their attorneys-in-fact and agents,

each with the power of substitution, for them in any and all capacities, to sign any and all amendments to this Report on Form 10-K, and

to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby

ratifying and confirming all that said attorneys-in-fact, or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirement of the Securities

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Name and Title

/s/ Shanchun Huang

Shanchun Huang

April 15, 2025

Chief Executive Officer

Chief Executive Officer, President and Director

(principal executive officer and Director)

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April 15, 2025

/s/ Johnson Lau

Johnson Lau, Director

/s/ Mingyong Hu

Mingyong Hu, Director

April 15, 2025

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Future FinTech Group Inc.

Report of Independent Registered

Public Accounting Firm (PCAOB ID:

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets

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Notes to Consolidated Financial Statements

333 City Blvd W 3 rd Floor Orange, CA 92868

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

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

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We have audited the accompanying consolidated

balance sheet of Future FinTech Group Inc.

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

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

referred to as the “financial statements”).

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

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

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

The Company’s Ability to Continue as a Going

balance sheets of Future FinTech Group Inc.

(the “Company”) and its subsidiaries as of December 31, 2024 and 2023, and the

related consolidated statements of operation, changes in stockholders’ equity, and cash flows for the years then ended, and the

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

In our opinion, the financial statements present fairly,

in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and

its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

The Company’s Ability to Continue

as a Going Concern

The accompanying consolidated financial statements

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of the Company’s management.

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

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

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

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of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

We conducted our audits in accordance with the

standards of the PCAOB.

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

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

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

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

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Accordingly, we express no such opinion.

Our audit included performing procedures to assess

Our audits included performing procedures to assess

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

1 unchanged sentence

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

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

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

the overall presentation of the financial statements.

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

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

Critical Audit Matters

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

This testing included inquiries

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

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

the Company’s relationships with its financing partners.

This testing included the inquiries

with management, analyzing the subsequent company financial position, and consideration the positive and negative evidence impacting management’s

arrangements in place as of the report date.

/s/ Fortune CPA, Inc

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April 15, 2025

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

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

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheet of Future FinTech Group, Inc.

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

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

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

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

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

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

Going Concern Uncertainty

The accompanying financial statements have been

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

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

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

as a going concern.

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

The financial statements do not

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

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

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

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

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

federal securities laws and the applicable

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

We conducted our audit in accordance with the

standards of the PCAOB.

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

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

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

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

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

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

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

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

to those risks.

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

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

the overall presentation of the financial statements.

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

Emphasis of Matter

The Company has significant transactions with

related parties, which are described in Note 19 to the financial statements.

Transactions involving related party cannot be presumed to

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

Critical Audit Matters

The critical audit matters communicated below

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

the audit committee and that:

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

especially challenging, subjective, or complex judgments.

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

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

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

Legal Proceedings Contingencies

As described in Note 26 to the financial statements,

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

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

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

We determined that the legal proceedings contingencies

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

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

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

contingencies.

Our audit of legal proceeding contingencies included,

among others:

reviewing management’s control for assessing legal proceedings;

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

reviewing public information regarding the Company’s litigation cases;

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

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

Valuation of Goodwill

As described in Note 9 to the financial statements,

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

The Company’s evaluation of goodwill for

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

The Company uses the discounted cash

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

revenue and operating margin.

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

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

A high degree of auditor judgment and an increased extent

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

related to the forecasts.

Our audit procedures related to the forecasts

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

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

Reviewing procedures of management’s impairment assessment;

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

examining original transaction related documents;

evaluating the sufficiency of the Company’s disclosures to goodwill.

/s/ Onestop Assurance PAC

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

April 19, 2023

FUTURE FINTECH GROUP INC.

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Cash and cash equivalents

Restricted cash

Short - term investments

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Intangible assets

Debt investment

Assets related to discontinued operation

TOTAL NON-CURRENT ASSETS

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Accounts payable

Notes payable

Accrued expenses and other payables

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Amounts due to related parties

Deferred liabilities

Liability related to discontinued operation

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Lease liability - operation lease

Liability related to discontinued operation

TOTAL NON-CURRENT LIABILITIES

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For the Years Ended,

Cost – third party

Cost – related party

Operating Expenses

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Selling expenses

(Recovery) Provision of doubtful debts

Provision (Recovery) of doubtful debts

Impairment loss

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( 1,319,982 )

Total other income, net

( 10,541,007 )

Total other expenses, net

( 9,227,669 )

Loss from Continuing Operations before Income Tax

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Loss from discontinued operations

Gain (Loss) on disposal of discontinued operations

( 1,574,978 )

Gain on disposal of discontinued operations

$ ( 33,179,687 )

Net Loss attributable to non-controlling interests

$ ( 34,015,899 )

Net Loss attributable to non-controlling interests of discontinued operations

Net Loss attributable to non-controlling interests of continued operations

Net loss attributable to Future Fintech Group Inc.

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Foreign currency translation – continued operations

( 3,025,143 )

Comprehensive loss - continued operation

1 unchanged sentence

( 33,322,189 )

Loss from discontinued operations

Gain (Loss) from discontinued operations

$ ( 1,188,496 )

Foreign currency translation - discontinued operation

Comprehensive loss - discontinued operation

Comprehensive income (loss) - discontinued operation

( 1,164,981 )

Comprehensive Loss

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$ ( 34,487,170 )

Net loss attributable to non-controlling interests

Net loss attributable to non-controlling interests of continued operations

Net loss attributable to non-controlling interests of discontinued operations

COMPREHENSIVE LOSS ATTRIBUTABLE TO FUTURE FINTECH GROUP INC.

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Basic loss per share from continued operation

Basic loss per share from discontinued operation

Basic earnings (loss) per share from discontinued operation

Diluted Earnings (loss) per share:

Diluted loss per share

Diluted loss per share from discontinued operation

Diluted earnings (loss) per share from discontinued

Weighted average number of shares outstanding

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( 152,276,434

$ ( 138,611,914 )

$ ( 597,862 )

$ ( 590,761 )

Issuance of common stocks-non cash

Net loss from continued operation

( 13,320,350 )

( 14,009,169 )

Net loss from discontinued operations

Contribution by non-controlling interests

Share-based payments-omnibus equity plan

Share-based payments-service

Statutory reserve

Disposition of Discontinued operation

Foreign currency translation adjustment

( 3,025,143 )

Balance at December 31, 2023

( 185,929,662

$ ( 152,276,434 )

$ ( 3,623,005 )

$ ( 1,279,580 )

Issuance of common stocks-non cash

Issuance of common stocks-conversion of debt

Issuance of common stocks-cash

Net loss from continued operation

( 34,039,710 )

( 34,402,381 )

Net loss from discontinued operations

Contribution by non-controlling interests

Share-based payments-omnibus equity plan

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( 218,885,534

$ ( 185,929,662 )

$ ( 4,094,276 )

$ ( 1,568,207 )

All shares and per share data have been retroactively restated to

reflect reverse stock split effected on February 1, 2023.

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

reverse stock split effected on February 1, 2023.

The accompanying notes are an integral part of

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$ ( 34,015,899 )

Net loss from discontinued operation

Net income (loss) from discontinued operation

( 1,188,496 )

Net loss from continuing operations

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

(Recovery) Provision of doubtful debts

Provision (Recovery) of doubtful debts

Impairment of goodwill

Impairment of intangible

Impairment of short term investment

Interest expenses related to convertible note

Share-based payments

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( 1,082,414 )

( 4,407,094 )

Accrued expenses

( 1,177,100 )

Advances from customers

Notes payable

Proceeds from amounts due from related parties, net

Repayment of amounts due to related parties, net

Taxes payable

Net cash used in operating activities – continued operations

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( 14,563,847 )

Net cash provided by operating activities – discontinued operations

Net cash provided by (used in) operating activities – discontinued operations

CASH FLOWS FROM INVESTING ACTIVITIES

3 unchanged sentences

( 9,966,830 )

( 20,078,917 )

Repayment of loan receivable

Payment for available-for-sale securities

Payment for Short term Investment

Increase of financial products

Debt investment

( 1,530,243 )

Acquisition of a subsidiary, net of cash

Disposal of a subsidiary, net of cash

Purchase of intangible assets

Net cash used in investing activities from continued operations

( 1,101,201 )

Net cash (used in) provided by investing activities from continued operations

( 1,629,900 )

Net cash used in investing activities from discontinued operations

( 2,064,479 )

CASH FLOWS FROM FINANCING ACTIVITIES

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

Notes payable

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Proceeds from secured convertible promissory note

Contribution by Non - controlling interests

Repayment of loans

Payment of dividends to the non-controlling interest

Net cash (used in) provided by financing activities

Net cash provided by (used in) financing activities from continued operations

( 2,405,804 )

Net cash provided by financing activities from discontinued operations

Effect of change in exchange rate

( 3,207,303 )

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

NET DECREASE IN CASH AND CASH EQUIVALENTS

( 12,570,124 )

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

( 1,619,413 )

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

SUPPLEMENTARY DISCLOSURE OF SIGNIFICANT NON-CASH TRANSACTION

Issuance of common stocks (Note 23)

Deferred liabilities (Note 19)

Conversion of debt

SUPPLEMENTAL CASH FLOW INFORMATION:

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Future FinTech Group Inc.

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

The Company historically engaged in

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

juice beverages and fruit cider beverages) in the PRC.

Due to drastically increased production costs and tightened environmental

laws in China, the Company had transformed its business from fruit juice manufacturing and distribution to financial technology

related service businesses.

The main business of the Company includes supply chain financing services and trading in China, asset

management business in Hong Kong and cross-border money transfer service in UK.

The Company also expanded into brokerage and

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

The Company had a contractual arrangements

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

caused by COVID-19.

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

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

In March 2022, FTFT UK Limited received approval

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

(FCA), a UK regulator.

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

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

On April 14, 2022, the Company established Future

Trading (Chengdu) Co., Ltd.

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

On April 18, 2022, the Company and Future Fintech

(Hong Kong) Limited, a wholly owned subsidiary of the Company jointly acquired 100 % equity interest of KAZAN S.A., a company incorporated

in Republic of Paraguay for $ 288 .

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

has no operation

before the acquisition.

The Company is developing bitcoin and other cryptocurrency mining and related service business in Paraguay.

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

on July 28, 2022.

On September 29, 2022, FTFT UK Limited completed

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

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

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

Khyber Money Exchange Ltd.

is a money transfer company with

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

Money Exchange Ltd.

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

formal closing of the transaction.

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

to FTFT Finance UK

(the “Company”)

is a holding company incorporated under the laws of the State of Florida.

The Company historically engaged in the production and sale

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

beverages) in the PRC.

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

its business from fruit juice manufacturing and distribution to financial technology related service businesses.

The main business of

the Company includes supply chain financing services and trading in China, asset management business in Hong Kong and cross-border money

transfer service in UK.

The Company also expanded into brokerage and investment banking business in Hong Kong and cryptocurrency mining

farm in the U.S.

The Company had a contractual arrangements with a VIE E-Commerce Tianjin in China, which has generated minimal revenue

and business since 2021 due to the negative impact caused by COVID-19.

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

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

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

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Ltd.’, respectively.

On October 30, 2023, Future FinTech (Hong

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

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

The Company has

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

November 1, 2023.

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

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

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

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

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

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

The Company has changed its name

from Alpha International Securities (HONG KONG) Limited to FTFT International Securities and Futures Limited on November 1, 2023.

On October 30, 2023, Future FinTech (Hong

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

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

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

on November 3, 2023.

The Company’s business and operations are

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shareholders’ approval, pursuant to 607.10025 of the Florida Business Corporation Act of the State of Florida.

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 reverse stock split would be reflected in

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The Company’s functional currency of subsidiaries

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

in China is the Chinese Renminbi (RMB).

Other subsidiaries outside of China use U.S.

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

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

however, the accompanying

consolidated financial statements have been translated and presented in USD.

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

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

however, the accompanying consolidated financial

statements have been translated and presented in USD.

According to US GAAP Accounting Standard Codification

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

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

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

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

or by court decree.

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

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

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

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

court decree.

The consolidated financial statements include

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

Our contractual arrangements with the VIE and their respective shareholders

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

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

As a result of our direct ownership in our wholly

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

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

Certain amounts of prior years were reclassified

to conform with current year presentation.

the financial statements of the Company and its subsidiaries.

All transactions and balances among the Company and its subsidiaries

have been eliminated upon consolidation.

Discontinued Operations

On June 27, 2022, Chain Cloud Mall Logistics

Center (Shanxi) Co., Ltd.

was dissolved and deregistered.

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

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was dissolved.

Based on the disposal plan and in accordance

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

On March 7, 2024, Chain Cloud Mall Network and

Technology (Tianjin) Co., Limited was dissolved and deregistered.

The loss on disposal was $ 45,487.54 .

On September 4, 2024, Tianjin Future Private Equity

Fund Management Partnership (Ltd Partnership) was dissolved and deregistered.

The loss on disposal was $ 22.46 .

On October 18, 2024, Nice Talent Asset Management

Limited (“NTAM”) was disposed of for a consideration of US$ 0.31 million (HK$ 2.40 million).

The loss on disposal was $ 2.32 million.

On December 6, 2024, FTFT Super Computing Inc.

was disposed of for

a consideration of US$ 1.97 million, of which (i) the assumption of the obligations of FTFT Super Computing totaling $ 973,072.24 and (ii)

$ 1,000,000 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.

on disposal was $ 3.42 million.

Based on the disposal plan and in accordance with

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

Segment Information Reclassification

The Company classified business segment into

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

The Company classified business segment into asset

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

Uses of Estimates in the Preparation of Financial

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Going Concern

The Company’s financial statements are

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

The Company’s financial statements are prepared

assuming that the Company will continue as a going concern.

The Company incurred operating losses and had

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

The Company had net working capital of $ 7.60 million.

The Company had

current liabilities of $ 13.11 million which is expected to get repaid within twelve months.

As of December 31, 2024, the Company had cash

of $ 4.84 million, accounts receivable of $ 2.09 million and loan receivables of $ 7.09 million, which were expected to be liquid and used

to repay the liabilities.

As such, the Company believed it had sufficient cash to settled the liabilities within the next 12 months.

The ability of the Company to continue as a going

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

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

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

Research and development

Research and development expenses include salaries,

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

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

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

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

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

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industrial changes.

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

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

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

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

If such assets are considered to be impaired,

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is observable, either directly or indirectly, such as quoted prices for similar assets or liabilities;

quoted prices in markets that

are not active;

or other input that is observable or can be corroborated by observable market data for substantially the full term of

the assets or liabilities.

quoted prices in markets that are

or other input that is observable or can be corroborated by observable market data for substantially the full term of the

assets or liabilities.

Level 3 – Unobservable input that is supported

by little or no market activity and that is significant to the fair value of the assets or liabilities.

Our cash and cash equivalents and restricted

cash and short-term investments are classified within level 1 of the fair value hierarchy because they are value using quoted market

Our cash and cash equivalents and restricted cash

and short-term investments are classified within level 1 of the fair value hierarchy because they are value using quoted market price.

Earnings (Loss) Per Share

Under ASC 260-10, Earnings Per Share ,

basic EPS excludes dilution for Common Stock equivalents and is calculated by dividing net income (loss) available to common stockholders

by the weighted-average number of Common Stock outstanding for the period.

Under ASC 260-10, Earnings Per Share , basic

EPS excludes dilution for Common Stock equivalents and is calculated by dividing net income (loss) available to common stockholders by

the weighted-average number of Common Stock outstanding for the period.

Diluted EPS is calculated by using the treasury

stock method, assuming conversion of all potentially dilutive securities, such as stock options and warrants.

Under this method, (i)

exercise of options and warrants is assumed at the beginning of the period and shares of Common Stock are assumed to be issued, (ii)

the proceeds from exercise are assumed to be used to purchase Common Stock at the average market price during the period, and (iii) the

incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) are included

in the denominator of the diluted EPS computation.

The numerators and denominators used in the computations of basic and diluted EPS

are presented in the following table.

Under this method, (i) exercise

of options and warrants is assumed at the beginning of the period and shares of Common Stock are assumed to be issued, (ii) the proceeds

from exercise are assumed to be used to purchase Common Stock at the average market price during the period, and (iii) the incremental

shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) are included in the denominator

of the diluted EPS computation.

The numerators and denominators used in the computations of basic and diluted EPS are presented in the

following table.

For the year ended December 31, 2024:

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$ ( 34,200,867 )

Loss from discontinued operations attributable to Future Fintech Group, Inc.

Income from discontinued operations attributable to Future Fintech Group, Inc.

Loss to common stockholders from continuing operations

$ ( 34,200,867 )

Loss available to common stockholders from discontinued operations

Income available to common stockholders from discontinued operations

Dilutive EPS:

Warrants before 1-for-5 reverse stock split

Warrants after 1-for-5 reverse stock split

Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding.

Diluted earnings per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding.

Diluted net loss per share equals basic net loss per share because the effect of securities convertible into common shares is anti-dilutive from continued operations attributable to Future Fintech Group, Inc.

$ ( 34,200,867 )

Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding from discontinued operations

Diluted earnings per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding from discontinued operations

For the year ended December 31, 2023:

Loss from continued operations

attributable to Future Fintech Group, Inc.

Loss from continued operations attributable to Future Fintech Group, Inc.

$ ( 32,572,778 )

Loss from discontinued operations attributable

to Future Fintech Group, Inc.

Loss from discontinued operations attributable to Future Fintech Group, Inc.

$ ( 1,080,450 )

Loss to common stockholders from continued

Loss to common stockholders from continuing operations

$ ( 32,572,778 )

Loss available to common stockholders from

discontinued operations

Loss available to common stockholders from discontinued operations

$ ( 1,080,450 )

Dilutive EPS:

Diluted loss per share is calculated by taking

net loss, divided by the diluted weighted average common shares outstanding.

Diluted net loss per share equals basic net loss per

share because the effect of securities convertible into common shares is anti-dilutive from continued operations attributable to

Future Fintech Group, Inc.

Warrants before 1-for-5 reverse stock split

Warrants after 1-for-5 reverse stock split

Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding.

$ ( 32,572,778 )

Diluted loss per share is calculated by taking

net loss, divided by the diluted weighted average common shares outstanding from discontinued operations

Diluted loss per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding from discontinued operations

$ ( 1,080,450 )

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failure, causing loss to the Company, is remote.

Cash that is restricted as to withdrawal for

use or pledged as security is reported separately on the face of the consolidated balance sheets, and is not included in the total cash

and cash equivalents in the consolidated statements of cash flows.

Cash that is restricted as to withdrawal for use

or pledged as security is reported separately on the face of the consolidated balance sheets, and is not included in the total cash and

cash equivalents in the consolidated statements of cash flows.

Receivable and Allowances

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We determine whether

an allowance for doubtful accounts is required by evaluating specific accounts where information indicates the customers may have an

inability to meet financial obligations.

In these cases, we use assumptions and judgment, based on the best available facts and circumstances,

to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected.

These specific allowances are re-evaluated and adjusted as additional information is received.

The amounts calculated are analyzed to

determine the total amount of the allowance.

an allowance for doubtful accounts is required by evaluating specific accounts where information indicates the customers may have an inability

to meet financial obligations.

In these cases, we use assumptions and judgment, based on the best available facts and circumstances, to

record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected.

specific allowances are re-evaluated and adjusted as additional information is received.

The amounts calculated are analyzed to determine

the total amount of the allowance.

We may also record a general allowance as necessary.

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credit term and corresponding all its receivables in December 2024.

Upon such credit terms, bad debt expense was $( 716,913 ) and $ 26,440

Upon such credit terms, bad debt expense was $ 27.35 million and $( 787,868 )

during the years ended December 31, 2024 and 2023, respectively.

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acting as principal or agent.

Revenue arrangements with multiple performance obligations are divided into separate distinct goods or

We allocate the transaction price to each performance obligation based on the relative standalone selling price of the goods

or services provided.

Revenue arrangements with multiple performance obligations are divided into separate distinct goods or services.

We allocate the transaction price to each performance obligation based on the relative standalone selling price of the goods or services

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

Control is generally

transferred when the Company has a present right to payment and title and the significant risks and rewards of ownership of products

or services are transferred to its customers.

Control is generally transferred

when the Company has a present right to payment and title and the significant risks and rewards of ownership of products or services are

transferred to its customers.

We do not make any significant judgment in evaluating

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Revenue recognitions are as follows:

Sales of coals, aluminum ingots, sand and

The Company recognize revenue when the

receipt of merchandise is confirmed by the customers, which is the point that the title of the goods is transferred to the customer.

Revenue was $ 20.44 million and $ 9.94 million during the year ended December 31, 2023 and 2022, respectively.

Sales of coals, aluminum ingots, sand and steel

The Company recognize revenue when the receipt

of merchandise is confirmed by the customers, which is the point that the title of the goods is transferred to the customer.

$ 0.83 million and $ 20.44 million during the year ended December 31, 2024 and 2023, respectively.

Sales agent services of coals, aluminum ingots,

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and $ 0.33 million during the year ended December 31, 2024 and 2023, respectively.

Asset Management Service

The Company recognizes service revenue when a

service is rendered, the Company issues bills to its customers and recognizes revenue according to the bills.

Brokerage service

Daily Bargain Detail Report will be submitted

to accountant each day, and accountant posts commission based on received settlement report.

Property, Plant and Equipment

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by testing for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable.

fair value of an intangible asset is the amount that would be determined if the entity used the assumptions that market participants

would use if they were pricing the intangible asset.

The useful life of the Company’s intangible assets is five - ten years , which

is determined by using the time period that an intangible is estimated to contribute directly or indirectly to a Company’s future

fair value of an intangible asset is the amount that would be determined if the entity used the assumptions that market participants would

use if they were pricing the intangible asset.

The useful life of the Company’s intangible assets is five - ten years , which is

determined by using the time period that an intangible is estimated to contribute directly or indirectly to a Company’s future cash

Foreign Currency and Other Comprehensive Income

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however, the reporting currency of the Company

Assets and liabilities of the Company’s foreign subsidiaries have been translated into USD using the exchange rate

at the balance sheet dates, while equity accounts are translated using historical exchange rate.

The exchange rate we used to convert

RMB to USD was 7.08 :1 and 6.96 :1 at the balance sheet dates of December 31, 2023 and December 31, 2022, respectively.

Assets and liabilities of the Company’s foreign subsidiaries have been translated into USD using the exchange rate at

the balance sheet dates, while equity accounts are translated using historical exchange rate.

The exchange rate we used to convert RMB

to USD was 7.19 :1 and 7.08 :1 at the balance sheet dates of December 31, 2024 and December 31, 2023, respectively.

The average exchange

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fiscal year 2024 and fiscal year 2023.

The exchange rate we used to convert PYG to USD

was 7,298.63 :1 and 7,322.90 :1 at the balance sheet dates of December 31, 2023 and December 31, 2022.

The average exchange rate for the

period has been used to translate revenues and expenses.

The average exchange rate we used to convert PYG to USD was 7,282.85 :1 and 6,976.87 :1

for fiscal year 2023 and fiscal year 2022.

Translation adjustments are reported separately

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about transactions with a government that have been accounted for by analogizing to a grant or contribution accounting model to increase

transparency about (1) the types of transactions, (2) the accounting for the transactions, and (3) the effect of the transactions on

an entity’s financial statements.

transparency about (1) the types of transactions, (2) the accounting for the transactions, and (3) the effect of the transactions on an

entity’s financial statements.

We use the asset and liability method of accounting

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from matters that have been recognized in an entity’s financial statements or tax returns.

Deferred tax assets and liabilities

are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected

to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of

operations in the period that includes the enactment date.

A valuation allowance is provided to reduce the deferred tax assets reported

if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred

tax assets will not be realized.

ASC Topic 740-10-30 clarifies the accounting

for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement

Deferred tax assets and liabilities are

measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to

be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations

in the period that includes the enactment date.

A valuation allowance is provided to reduce the deferred tax assets reported if based

on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets

will not be realized.

ASC Topic 740-10-30 clarifies the accounting for

uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement

attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

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and assumptions related to the forecasts.

Based upon the assessment, the Company has concluded that goodwill is nil and $ 13.98 million

as of December 31, 2023 and December 31, 2022.

Based upon the assessment, the Company has concluded that goodwill is nil as of December 31,

2024 and December 31, 2023.

Short-term investments

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As of December

31, 2023 and December 31, 2022, the short-term investments amounted to $ 0.96 million and $ 0.99 million, respectively.

Due to fluctuations

of the quoted shares included in its investment portfolios, the Company recognized an impairment to the investment portfolio of $ 12,633 .

31, 2024 and December 31, 2023, the short-term investments amounted to $ 1,391 and $ 0.96 million, respectively.

Due to fluctuations of

the quoted shares included in its investment portfolios, the Company recognized an impairment to the investment portfolio of $ 12,633 in

Long-term investments

Long-term investments consist primarily of investments

in debt investment with original maturities between three years and more.

Fair valued or carried at amortized costs.

As of December 31,

2024 and December 31, 2023, the long-term investments amounted to $ 1.83 million and nil , respectively.

Due to the Company has received

repayment $ 0.25 million (RMB 1,800,000 ) debt investment, the Company did not recognize an impairment.

We adopted ASU No.

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As most of our leases do not provide an implicit rate, we estimate

our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease

The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and

payments, and in economic environments where the leased asset is located.

The ROU assets also include any lease payments made, net of

lease incentives.

our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.

The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments,

and in economic environments where the leased asset is located.

The ROU assets also include any lease payments made, net of lease incentives.

Lease expense is recorded on a straight-line basis over the lease term.

Our leases often include options to extend

and lease terms include such extended terms when we are reasonably certain to exercise those options.

Lease terms also include periods

covered by options to terminate the leases when we are reasonably certain not to exercise those options.

Our leases often include options to extend and lease terms include

such extended terms when we are reasonably certain to exercise those options.

Lease terms also include periods covered by options to terminate

the leases when we are reasonably certain not to exercise those options.

Share-based compensation

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instruments to its employees, directors and consultants (collectively “share-based payments”).

Compensation cost related

to such awards is measured based on the fair value of the instrument on the grant date.

The Company recognizes the compensation cost

over the period the employee is required to provide service in exchange for the award, which generally is the vesting period.

of cost recognized is adjusted to reflect the expected forfeiture prior to vesting.

Compensation cost related to

such awards is measured based on the fair value of the instrument on the grant date.

The Company recognizes the compensation cost over

the period the employee is required to provide service in exchange for the award, which generally is the vesting period.

The amount of

cost recognized is adjusted to reflect the expected forfeiture prior to vesting.

When no future services are required to be performed

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that has a graded vesting schedule on a straight-line basis over the requisite service period for the entire award, provided that the

cumulative amount of compensation cost recognized at any date at least equals the portion of the grant-date value of such award that

is vested at that date.

cumulative amount of compensation cost recognized at any date at least equals the portion of the grant-date value of such award that is

vested at that date.

Statutory reserves

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PRC GAAP at each year-end).

Variable interest entities

On July 31, 2019, CCM Tianjin, E-commerce Tianjin,

Zeyao Xue and Mr.

Kai Xu, citizens of China and shareholders of E-commerce Tianjin, entered into the following agreements, or

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

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

Therefore, pursuant to ASC 810,

E-Commerce Tianjin is included in the Company’s consolidated financial statements since then.

Pursuant to Chinese law and regulations, a foreign

owned enterprise cannot apply for and hold a license for operation of certain e-commerce businesses, the category of business which the

Company is conducting in China.

CCM Tianjin is an indirectly wholly foreign owned enterprise of the Company.

In order to comply with

Chinese law and regulations, CCM Tianjin agreed to provide E-commerce Tianjin an Exclusive Operation and Use Rights Authorization to

operate and use the Chain Cloud Mall System owned by CCM Tianjin.

E-commerce Tianjin was incorporated by Mr.

Kai Xu solely for the purpose of holding the operation license of the Chain Cloud Mall System.

Zeyao Xue is a major shareholder

of the Company and the son of Mr.

Yongke Xue, the President of the Company.

Kai Xu was the Chief Operating Officer of the Company

and currently is the Deputy General Manager of FT Commercial Group Ltd., a wholly owned subsidiary of the Company and the vice president

of blockchain division of the Company.

The VIE Agreements are as follows:

1) Exclusive Technology Consulting and Service Agreement by and between CCM Tianjin and E-commerce Tianjin.

Pursuant to the Exclusive Technology Consulting and Service Agreement, CCM Tianjin 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 Tianjin 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, expenses and taxes related to the business operations of E-commerce Tianjin.

Without the prior written consent of CCM Tianjin, E-commerce Tianjin may not accept the same or similar technology consulting and services provided by any third party during the term of the agreement.

All the benefits and interests generated from the agreement, including but not limited to intellectual property rights, know-how and trade secrets, will be CCM Tianjin’s sole and exclusive property.

This agreement has a term of 10 years and may be extended unilaterally by CCM Tianjin with CCM Tianjin’s written confirmation prior to the expiration date.

E-commerce Tianjin cannot terminate the agreement early unless CCM Tianjin commits fraud, gross negligence or illegal acts, or becomes bankrupt or winds up.

Purchase Option Agreement by and among CCM Tianjin, E-commerce Tianjin, Mr.

Zeyao Xue and Mr.

Pursuant to the Exclusive Purchase

Option Agreement, Mr.

Zeyao Xue and Mr.

Kai Xu granted to CCM Tianjin and any party designated by CCM Tianjin 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.

Zeyao Xue and Mr.

Kai Xu, they irrevocably authorized any person appointed by CCM

Tianjin 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 Tianjin 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.

Zeyao Xue and Mr.

Kai Xu remain the shareholders of E-commerce

Zeyao Xue and Mr.

Kai Xu have waived all the rights which have been authorized to CCM Tianjin’s designated person

under the powers of attorney.

Pledge Agreements by and among CCM Tianjin, E-commerce Tianjin, Mr.

Zeyao Xue and Mr.

Pursuant to the Equity Pledge Agreements,

Zeyao Xue and Mr.

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

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

If E-commerce

Zeyao Xue, or Mr.

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

will have the right to dispose of the pledged equity interests.

Zeyao Xue and Mr.

Kai Xu agree that, during the term of the Equity

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

interests, and they also agree that CCM Tianjin’s rights relating to the equity pledge should not be interfered with or impaired

by the legal actions of the shareholders of E-commerce Tianjin, their successors or designees.

During the term of the equity pledge,

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

The Equity Pledge Agreements

will terminate on the second anniversary of the date when E-commerce Tianjin, Mr.

Zeyao Xue and Mr.

Kai Xu have completed all their

obligations under the contractual agreements described above.

Operation and Use Rights Authorization letter which authorizes Chain Cloud Mall E-commerce (Tianjin) Co., Ltd, to exclusively operate

and use the Chain Cloud Mall System and the authorization period is the same as the term of the Exclusive Technology Consulting and

Service Agreement entered into by and between Chain Cloud Mall Network and Technology (Tianjin) Co., Ltd.

and Cloud Chain Mall E-commerce

(Tianjin) Co., Ltd.

dated July 31, 2019.

5) GlobalKey Shared Mall Shopping Platform Software and System Transfer Agreement by and between Future Supply Chain Co., Ltd.

and CCM Tianjin, pursuant to which the GlobalKey Shared Mall Shopping Platform Software and System was transferred from Future Supply China Co., Ltd.

to CCM Tianjin and that both parties were wholly owned subsidiaries of the Company and transfer price is $ 0 .

(6) Spousal Consent Letters.

The spouse of Mr.

Zeyao Xue is not married), the shareholder of E-Commerce Tianjin has signed a spousal consent letter agreeing that the equity interests in E-Commerce Tianjin held by and registered under the name of such shareholder will be disposed pursuant to the contractual agreements with CCM Tianjin.

The spouse of such shareholder agreed not to assert any rights over the equity interest in E-Commerce Tianjin held by such shareholder.

New Accounting Pronouncements

In June 2016, the FASB issued ASU No.

(“ASU 2016-13”) “Financial Instruments - Credit Losses” (“ASC 326”):

Measurement of Credit Losses

on Financial Instruments” which requires the measurement and recognition of expected credit losses for financial assets held at

amortized cost.

ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of

forward-looking information to calculate credit loss estimates.

It also eliminates the concept of other-than-temporary impairment and

requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than

as a reduction in the amortized cost basis of the securities.

These changes will result in earlier recognition of credit losses.

2019, the FASB issued ASU 2019-10 “Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815),

and Leases (Topic 842)” (“ASC 2019-10”), which defers the effective date of ASU 2016-13 to fiscal years beginning after

December 15, 2022, including interim periods within those fiscal years, for public entities which meet the definition of a smaller reporting

The Company will adopt ASU 2016-13 effective January 1, 2023.

Management is currently evaluating the effect of the adoption

of ASU 2016-13 on the consolidated financial statements.

The effect will largely depend on the composition and credit quality of our

investment portfolio and the economic conditions at the time of adoption.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a

material impact on the accompanying consolidated financial statements.

VARIABLE INTEREST ENTITY

carrying amount of the VIE’s consolidated assets and liabilities are as follows:

Cash and cash equivalents

Other receivables

Other current assets

Total current assets

Intangible assets

Property and equipment, net

Total liabilities

$ ( 219,564 )

$ ( 132,741 )

Current liabilities:

Accounts payable

Accrued expenses and other payables

Advances from customers

Amount Due to Related Party

Total current liabilities

Total liabilities

summarized operating results of the VIE’s are as follows:

$ ( 276,766 )

In November 2023, the FASB issued ASU No.

“Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures.” This ASU expands required public entities’

segment disclosures, including disclosure of significant segment expenses that are regularly provided to the chief operating decision

maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment

items and interim disclosures of a reportable segment’s profit or loss and assets.

ASU 2023 07 is applied retrospectively to all

periods presented in financial statements, unless it is impracticable.

This ASU is effective for fiscal years beginning after December

15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The Company adopted

this guidance effective July 1, 2024 and the adoption of this ASU is not expected to have a material impact on its financial statements.

In December 2023, the FASB issued ASU No.

“Income Taxes (Topic 740):

Improvements to Income Tax Disclosures”.

This ASU requires additional quantitative and qualitative

income tax disclosures to enable financial statements users better assess how an entity’s operations and related tax risks and tax

planning and operational opportunities affect its tax rate and prospects for future cash flows.

The ASU is effective for annual reporting

periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis.

The Company plans to adopt this guidance effective July 1, 2025 and the Company is currently evaluating the impact of adopting this ASU

on its financial statements.

Management does not believe that any other recently

issued, but not yet effective accounting pronouncements, if adopted, would have a material impact on the accompanying consolidated financial

ACCOUNTS RECEIVABLE

receivable, net consist of the following:

Accounts receivable, net consist of the following:

Supply Chain Financing/Trading

Asset management service

Total accounts receivable, net

following table sets forth our concentration of accounts receivable, net of specific allowances for doubtful accounts.

The following table sets forth our concentration

of accounts receivable, net of specific allowances for doubtful accounts.

Total accounts receivable, net

OTHER RECEIVABLES

of December 31, 2023, the balance of other receivables was $ 10.05 million.

of April 22, 2022 and January 31, 2023, FTFT Super Computing Inc.

entered into a “Electricity Sales and Purchase Agreement”

with a third-party seller.

FTFT Super Computing Inc.

provided an initial amount of Adequate Assurance to the seller in the form of a

cash deposit in the amount of $ 1.86 million and has receivables from pre purchase electricity $ 0.07 million.

February 3, 2023, Future Fintech Group Inc.

entered into a “Consulting Agreement” with a third party for its professional

service of potential acquisition projects.

As of December 31, 2024, the balance of other

receivables was $ 1.69 million deposit paid and prepayments to third parties.

As of December 31, 2023, the balance of other receivables was $ 7.59

On February 3, 2023, Future Fintech Group Inc.

entered into a “Consulting Agreement” with a third party for its professional service of potential acquisition projects.

Future Fintech Group Inc.

provided initial amount of cash deposit to the third party in the

amount of $ 2.40 million.

provided initial amount of cash deposit to the third party in the amount of $ 2.40 million.

As of December 31,

2024, the project has been terminated, therefore a full provision for bad debts made.

On December 6, 2023, Future Fintech (Hong Kong)

5 unchanged sentences

Development shall take 250 man-days.

As of December 31, 2024, the project has been terminated, therefore a full

provision for bad debts.

On December 6, 2023, Future Fintech (Hong Kong)

5 unchanged sentences

Development shall take 180 man-days.

addition, other receivables included total $ 1.22 million deposit paid and prepayments to third parties.

of December 31, 2022, the balance of other receivables was $ 2.64 million.

October 1, 2022, FTFT UK Limited, a wholly owned subsidiary of the Company acquired 100 % equity interest of Khyber Money Exchange Ltd.,

a company incorporated for £ 786,887 .

Buyer deposited £ 400,000 for cash balance expected to be left in the bank account

of Khyber upon the closing (subject to refund to the Buyer upon the actual amount $ 0.24 million in Khyber’s account at closing)

to Buyer’s solicitors to be held by Buyer’s solicitors in their client account upon the final closing of the acquisition.

As of January 9, 2023, the Company has received refund $ 0.24 million.

As of April 22, 2022, FTFT Super Computing Inc.

entered into a “Electricity Sales and Purchase Agreement” with a third party.

FTFT Super Computing Inc.

provided an initial

amount of Adequate Assurance to such party in the form of a cash deposit in the amount of $ 1.00 million and receivables from resale of

electricity $ 0.24 million.

addition, other receivables included total $ 1.16 million deposit paid and prepayments.

As of December 31, 2024, the project has been terminated, therefore

a full provision for bad debts made.

In addition, other receivables included total $ 0.70 million deposit

paid and prepayments to third parties.

LOAN RECEIVABLES

of December 31, 2023, the balance of loan receivables was $ 14.90 million, which was from a third party.

March 10, 2022, FTFT HK entered into a “Loan Agreement” with a third party.

Pursuant to the Loan Agreement, FTFT HK loaned

an amount of $ 5.00 million to the third party at the annual interest rate of 10 % from March 10, 2022 to September 9, 2024 .

To strengthen

the liquidity, the Company negotiated with the borrower to early settle part of the loan.

As of April 17, 2023, the Company has received

repayment $ 2.16 million.

July 14, 2022, Future Private Equity Fund Management (Hainan) Co., Limited entered into a “Loan Agreement” with a third party.

Pursuant to the Loan Agreement, Future Private Equity Fund Management (Hainan) Co., Limited loaned an amount of $ 7.28 million (RMB 50

million) to the third party at the annual interest rate of 8 % from July 15, 2022 to July 14, 2024 , guarantee by Junde Chen.

To strengthen

the liquidity, the Company negotiated with the borrower to early settle part of the loan.

As of April 17, 2023, the Company has received

repayment $ 5.09 million (RMB 35 million).

The amount of $ 2.12 million (RMB 15 million) will be repaid within 12 months.

As of December 31, 2024, the balance of loan receivables

was $ 7.09 million, which was from a third party.

On July 14, 2022, Future Private Equity Fund Management

(Hainan) Co., Limited entered into a “Loan Agreement” with a third party.

Pursuant to the Loan Agreement, Future Private Equity

Fund Management (Hainan) Co., Limited loaned an amount of $ 7.00 million (RMB 50 million) to the third party at the annual interest rate

of 8 % from July 15, 2022 to July 14, 2025 , guarantee by Junde Chen.

To strengthen the liquidity, the Company negotiated with the borrower

to early settle part of the loan.

As of April 17, 2023, the Company has received repayment $ 4.87 million (RMB 35 million).

As of December 31, 2024, the balance of loan receivables was $ 2.09

The amount of

$ 2.09 million (RMB 15 million) will be repaid within 12 months.

On December 8, 2023, Future Private Equity Fund

3 unchanged sentences

interest rate of 5 % from December 8, 2022 to December 8, 2025 .

As of December 31, 2024, the balance of loan receivables was $ 4.85 million.

On August 29, 2024, Future Supply Chain (Xi’an)

Co., Ltd entered into a “Loan Agreement” with a third party.

Pursuant to the Loan Agreement, Future Supply Chain (Xi’an) Co.,

Ltd loaned an amount of $ 0.14 million (RMB 1 million) to the third party at the annual interest rate of 12 % from August 29, 2024 to November

As of December 31, 2024, the balance of loan receivables was $ 0.14 million.

As of December 31, 2023, the balance of loan receivables

was $ 14.90 million, which was from a third party.

On March 10, 2022, FTFT HK entered into a “Loan

Agreement” with a third party.

Pursuant to the Loan Agreement, FTFT HK loaned an amount of $ 5.00 million to the third party at the

annual interest rate of 10 % from March 10, 2022 to September 9, 2024 .

To strengthen the liquidity, the Company negotiated with the borrower

to early settle part of the loan.

As of April 17, 2023, the Company has received repayment $ 2.16 million.

The company assesses that the

loan cannot be recovered, therefore a full provision for bad debts made in 2024.

On July 14, 2022, Future Private Equity Fund Management

(Hainan) Co., Limited entered into a “Loan Agreement” with a third party.

Pursuant to the Loan Agreement, Future Private Equity

Fund Management (Hainan) Co., Limited loaned an amount of $ 7.28 million (RMB 50 million) to the third party at the annual interest rate

of 8 % from July 15, 2022 to July 14, 2025 , guarantee by Junde Chen.

To strengthen the liquidity, the Company negotiated with the borrower

to early settle part of the loan.

As of April 17, 2023, the Company has received repayment $ 5.09 million (RMB 35 million).

On December 8, 2023, Future Private Equity Fund

Management (Hainan) Co., Limited entered into a “Loan Agreement” with a third party.

Pursuant to the Loan Agreement, Future

Private Equity Fund Management (Hainan) Co., Limited loaned an amount of $ 4.94 million (RMB 35 million) to the third party at the annual

interest rate of 5 % from December 8, 2022 to December 8, 2025 .

On December 8, 2023, Future Fin Tech (Hong Kong)

Limited entered into a “Loan Agreement” with a third party.

Pursuant to the Loan Agreement, Future Fin Tech (Hong Kong)

Limited loaned an amount of $ 5.00 million to the third party at the annual interest rate of 5 % from December 8, 2022 to December 8, 2024 .

of December 31, 2022, the balance of loan receivables was $ 19.16 million, which was from a third party.

September 8, 2021, FUCE Future Supply Chain (Xi’an) Co., Ltd., a wholly owned subsidiary of the Company, entered into a “Loan

Agreement” with a third party.

Pursuant to the Loan Agreement, FUCE Future Supply Chain (Xi’an) Co., Ltd.

loaned an amount

of $ 0.22 million (RMB 1.5 million) to the third party at the annual interest rate of 5.25 % from September 8, 2021 to September 6, 2023 .

As of March 30, 2023, the Company has received repayment $ 0.22 million.

March 10, 2022, FTFT HK entered into a “Loan Agreement” with a third party.

Pursuant to the Loan Agreement, FTFT HK loaned

an amount of $ 5.00 million to the third party at the annual interest rate of 10 % from March 10, 2022 to September 9, 2024.

To strengthen

the liquidity, the Company negotiated with the borrower to early settle part of the loan.

As of April 17, 2023, the Company has received

repayment $ 2.16 million.

May 31, 2022, FTFT HK entered into a “Loan Agreement” with a third party.

Pursuant to the Loan Agreement, FTFT HK loaned

an amount of $ 6.36 million to the same third party at the annual interest rate of 10 % from May 31, 2022 to May 30,2023.

To strengthen

the liquidity, the Company negotiated with the borrower to early settle part of the loan.

As of April 17, 2023, the Company has received

repayment $ 6.36 million.

December 26, 2022, FTFT HK entered into a “Loan Agreement” with a third party.

Pursuant to the Loan Agreement, FTFT HK loaned

an amount of $ 0.40 million to the same third party at the annual interest rate of 10 % from December 26, 2022 to March 26, 2023.

April 17, 2023, the Company has received repayment $ 0.40 million.

July 14, 2022, Future Private Equity Fund Management (Hainan) Co., Limited entered into a “Loan Agreement” with a third party.

Pursuant to the Loan Agreement, Future Private Equity Fund Management (Hainan) Co., Limited loaned an amount of $ 7.28 million (RMB 50

million) to the third party at the annual interest rate of 8 % from July 15, 2022 to July 14, 2024, guarantee by Junde Chen.

To strengthen

the liquidity, the Company negotiated with the borrower to early settle part of the loan.

As of April 17, 2023, the Company has received

repayment $ 5.09 million (RMB 35 million).

The amount of $ 2.18 million (RMB 15 million) will be repaid within 12 months.

Pursuant to the Loan Agreement, Future Fin Tech (Hong Kong) Limited

loaned an amount of $ 5.00 million to the third party at the annual interest rate of 5 % from December 8, 2022 to December 8, 2024 .

company assesses that the loan cannot be recovered, therefore a full provision for bad debts made in 2024.

SHORT - TERM INVESTMENTS

of December 31, 2023 and 2022, the balance of short - term investments was $ 0.96 million and $ 0.99 million.

On September 6, 2021, Future

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

invested $ 1.87 million (RMB 13,000,000 ) to entrust Shanghai Yuli Enterprise Management

Consulting Firm to invest in various types of investment portfolios.

According to the market value, the Company’s balance of the

short - term investments was $ 0.98 and $ 0.99 million on December 31, 2023 and 2022.

Due to fluctuations of the quoted shares included

in its investment portfolios, the Company recognized an impairment to the investment portfolio of $ 12,633 and $ 0.91 million for the years

ended December 31, 2023 and 2022.

OTHER CURRENT ASSETS

amount of other current assets consisted of the followings:

As of December 31, 2024 and 2023, the balance

of short - term investments was $ 1,391 and $ 0.96 million.

On September 6, 2021, Future Private Equity Fund Management (Hainan) Co., Ltd.

invested $ 1.87 million (RMB 13,000,000 ) to entrust Shanghai Yuli Enterprise Management Consulting Firm to invest in various types

of investment portfolios.

Due to fluctuations of the quoted shares included in its investment portfolios, the Company recognized an impairment

to the investment portfolio of nil and $ 12,633 for the years ended December 31, 2024 and 2023.

ADVANCES TO SUPPLIERS AND OTHER CURRENT

The amount of advances to suppliers and other

current assets consisted of the followings:

Prepayments for Supply Chain Financing/Trading

Prepaid expenses

As of December 31, 2023, the balance of goodwill

mainly represented an amount of nil that arose from acquisition of Nice Talent Asset Management Limited (“Nice Talent”) in

2021, Khyber Money Exchange Ltd., in 2022, FTFT International Securities and Futures Limited (Hong Kong) and Future information service

(Shenzhen) Co., Ltd in 2023.

August 6, 2021, the Company through its wholly owned subsidiary Future FinTech (Hong Kong) Limited., completed its acquisition of 90 %

of the issued and outstanding shares of Nice Talent from Joy Rich Enterprises Limited for HK$ 144,000,000 (the “Purchase Price”)

which shall be paid in the shares of common stock of the Company (the “Company Shares”).

60 % of the Purchase Price ($ 11.22

million) was paid in 2,244,156 pre reverse stock split shares of common stock of the Company on August 4, 2021.

40 % of the Purchase

Price ($ 7.39 million) was paid in 299,221 shares of common stock of the Company on October 17, 2023.

On October 1, 2022, FTFT UK Limited, a wholly

owned subsidiary of the Company acquired 100 % equity interest of Khyber Money Exchange Ltd., a company incorporated for £ 786,887

($ 0.95 million).

The Company has changed its name from Khyber Money Exchange Ltd.

to FTFT Finance UK Limited on October 11, 2022.

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

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

a company incorporated in Hong Kong for $ 1,791,174 (HKD 14,010,421 ).

The Company is securities business.

The Company has changed its name

from Alpha International Securities (Hong Kong) Limited to FTFT International Securities and Futures Limited on November 1, 2023.

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

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

$ 210,788 (HKD 1,649,528 ).

The Company is provided information services for FTFT International Securities and Futures Limited.

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

The Company recorded $ 14.15 million of impairment

loss in fiscal year 2023 related with goodwill mainly arose from acquisition of Nice Talent Asset Management Limited, Khyber Money Exchange

Ltd., Alpha International Securities (Hong Kong) Limited and Alpha Information Services (Shenzhen).

Goodwill impairment test a s of December

31, 2023 using compare the carrying amount of the reporting unit (including goodwill) with its fair value.

If the carrying amount exceeds

the fair value, compare the implied fair value of the reporting unit’s goodwill with the carrying amount of goodwill.

If the carrying

amount of goodwill exceeds the implied fair value, an impairment loss should be recognized.

August 6, 2021 (“Acquisition Date”), the Company through its wholly owned subsidiary Future FinTech (Hong Kong) Limited.,

completed its acquisition of 90 % of the issued and outstanding shares of Nice Talent from Joy Rich Enterprises Limited for HK$ 144,000,000

(the “Purchase Price”) which shall be paid in the shares of common stock of the Company (the “Company Shares”).

60 % of the Purchase Price ($ 11.22 million) was paid in shares of common stock of the Company on August 4, 2021.

40 % of the Purchase Price

($ 7.39 million) was paid in 299,221 shares of common stock of the Company on October 17, 2023.

transaction was accounted for in accordance with the provisions of ASC 805-10, Business Combinations.

The Company retained an independent

appraisal firm to advise management in the determination of the fair value of the various assets acquired and liabilities assumed.

values assigned in these financial statements represent management’s best estimate of fair values as of the Acquisition Date.

required by ASC 805-20, Business Combinations—Identifiable Assets and Liabilities, and Any - Noncontrolling Interest, management

conducted a review to reassess whether they identified all the assets acquired and all the liabilities assumed, and followed ASC 805-20’s

measurement procedures for recognition of the fair value of net assets acquired.

following table summarizes the allocation of estimated fair values of net assets acquired and liabilities assumed:

Accounts receivable

Other receivables

Other current assets

Property, plant and equipment, net

Amount due from related party

Accrued expenses and other payables

Net identifiable assets acquired

non-controlling interests

Total purchase price for acquisition net of $ 275,624 of cash

Company has included the operating results of Nice Talent in its consolidated financial statements since the Acquisition Date.

US$ 1,291,391

in net sales and US$ 114,623 in net gain of Nice Talent were included in the consolidated financial statements for the years ended December

Money Exchange Ltd.

October 1, 2022, FTFT UK Limited, a wholly owned subsidiary of the Company acquired 100 % equity interest of Khyber Money Exchange Ltd.,

a company incorporated for £ 786,887 ($ 0.95 million).

The Company has changed its name from Khyber Money Exchange Ltd.

Finance UK Limited on October 11, 2022.

following table summarizes the allocation of estimated fair values of net assets acquired and liabilities assumed:

Other receivables

Property, plant and equipment, net

Accrued expenses and other payables

Net identifiable assets acquired

Total purchase price for acquisition net of $ 166,676 of cash

The Company has included the operating results

of FTFT Finance UK Limited in its consolidated financial statements since the Acquisition Date.

Nil in net sales and US$ 20,440 in net

loss of FTFT Finance UK Limited were included in the consolidated financial statements for the years ended December 31, 2022.

acquisition been completed from beginning of the current year, the revenue and the net loss of the Company would have been US$ 24.03 million

and US$ 14.32 million, respectively.

International Securities (Hong Kong) Limited

DEBT INVESTMENT

As of December 31, 2024, debt investment was $ 1.53

On May 20, 2024, Future Commercial Management

entered into a “Debt Transfer Agreement” with a third-party.

Future Commercial Management Co., Ltd.

paid $ 0.71 million

(RMB 5.00 million) to purchase $ 2.12 million (principal amount RMB 7.50 million, interest RMB 7.35 million) in debt.

The debt has pledge

of three properties, amount $ 2.08 million (RMB 8.02 million).

The debt is expected to be repaid $ 1.14 million (RMB 8.00 million) within

The company will perform debt impairment test end of the fiscal year.

On July 4, 2024, Future Commercial Management

Co., Ltd., an indirectly wholly owned subsidiary of the Company, entered into a “Entrustment Agreement” with Xi’an Qifeng

Future Supply Chain Co., Ltd.

(“Xi’an Qifeng”) to entrust Xi’an Qifeng for acquisition of certain debt assets.

On September 26, 2024, Xi’an Qifeng through its authorized agent entered into a “Debt Transfer Agreement” with China

Zhongxin Financial Assets Management Co., Ltd.

Gansu Branch, pursuant to which Future Commercial Management Co., Ltd.

paid $ 1.12 million

(RMB 7.50 million) to purchase 60 % rights and ownership in debt assets which is amount of RMB 94.05 million (the total debt assets are of

principal amount RMB 87.90 million, interest RMB 68.84 million).

The debt has been pledged with one property amount $ 5.62 million (RMB 39.36

The debt has an annual interest rate of 12 % and payment requirement of principal $ 0.07 million (RMB 0.5 million) per month until

it’s fully repaid.

In 2024, the Company has received repayment $ 0.25 million (RMB 1,800,000 ).

Alpha International Securities (Hong

Kong) Limited

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

4 unchanged sentences

from Alpha International Securities (Hong Kong) Limited to FTFT International Securities and Futures Limited on November 1, 2023.

Information Services (Shenzhen) Co., Ltd

Alpha Information Services (Shenzhen) Co.,

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

3 unchanged sentences

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

following table summarizes the allocation of estimated fair values of net assets acquired and liabilities assumed:

The following table summarizes the allocation

of estimated fair values of net assets acquired and liabilities assumed:

Accounts receivable

16 unchanged sentences

statements for the years ended December 31, 2023.

Company has included the operating results of Future information service (Shenzhen) Co., Ltd in its consolidated financial statements

since the Acquisition Date.

US$ 1,390 in net sales and US$ 50,80 in net loss of Future information service (Shenzhen) Co., Ltd were included

in the consolidated financial statements for the years ended December 31, 2023.

The Company’s noncancelable operating leases consist of leases

for office spaces and computer processing center.

The Company has included the operating results

of Future information service (Shenzhen) Co., Ltd in its consolidated financial statements since the Acquisition Date.

US$ 1,390 in net

sales and US$ 50,80 in net loss of Future information service (Shenzhen) Co., Ltd were included in the consolidated financial statements

for the years ended December 31, 2023.

The Company’s noncancelable operating leases

consist of leases for office spaces and computer processing center.

The Company is the lessee under the terms of the operating leases.

For the year ended

December 31, 2023, the operating lease cost was $ 1.29 million.

For the year ended December 31, 2024, the operating lease cost was $ 0.54 million.

The Company’s operating leases have remaining

2 unchanged sentences

rate were 2.33 years and 4.75 %, respectively.

of lease liabilities were as follows:

Maturities of lease liabilities were as follows:

As of December 31, 2024

1 unchanged sentence

From January 1, 2026 to December 31, 2026

From January 1, 2027 to December 31, 2027

From January 1, 2027 to March 31, 2027

3 unchanged sentences

Long term obligations

Company leases office space and equipment under various short-term operating leases.

As permitted by ASC 842, the Company has elected

the practical expedient for short-term leases, whereby lease assets and lease liabilities are not recognized on the balance sheet.

term leases cost was $ 0.26 million for the year ended December 31, 2023.

The Company leases office space and equipment

under various short-term operating leases.

As permitted by ASC 842, the Company has elected the practical expedient for short-term leases,

whereby lease assets and lease liabilities are not recognized on the balance sheet.

Short term leases cost was $ 0.14 million for the year

ended December 31, 2024.

PROPERTY, PLANT AND EQUIPMENT, NET

and equipment consist of the following:

Property and equipment consist of the following:

Office equipment, fixtures and furniture

Leasehold Improvement

accumulated depreciation and amortization

Construction in progress

expense included in general and administration expenses for the years ended December 31, 2023 and 2022 was $ 273,106 and $ 185,151 respectively.

Depreciation expense included in cost of sales for the year ended December 31, 2023 and 2022 was $ 0 and $ 0 , respectively.

Depreciation expense included in general and administration

expenses for the years ended December 31, 2024 and 2023 was $ 209,254 and $ 201,363 respectively.

Depreciation expense included in cost

of sales for the year ended December 31, 2024 and 2023 was $0 and $0 , respectively.

INTANGIBLE ASSETS

assets consist of the following:

Intangible assets consist of the following:

System and software

2 unchanged sentences

( 1,831,283 )

expense included in general and administration expenses for the years ended December 31, 2023 and 2022 was $ 57,035 and $ 63,552 , respectively.

Amortization expense included in cost of sales for the years ended December 31, 2023 and 2022 was $ 0 and $ 0 , respectively.

estimated amortization is as follows:

Amortization expense included in general and administration

expenses for the years ended December 31, 2024 and 2023 was $ 57,035 and $ 57,035 , respectively.

Amortization expense included in cost of

sales for the years ended December 31, 2024 and 2023 was $ 0 and $ 0 , respectively.

The estimated amortization is as follows:

As of December 31,

4 unchanged sentences

From January 1, 2029 to December 31, 2030

trading rights of license plates 1 and 2 on the Hong Kong Stock Exchange have no expiration date and do not require amortization, amount

was $ 127,948 .

of December 31, 2023, note payable was nil .

of December 31, 2022, note payable consist of the following:

interest rate

FUCE Future Supply Chain (Xi’an) Co., Ltd.

August 10, 2022

August 10, 2023

FUCE Future Supply Chain (Xi’an) Co., Ltd.

August 12, 2022

August 12, 2023

FUCE Future Supply Chain (Xi’an) Co., Ltd.

July 28, 2022

July 28, 2023

FUCE Future Supply Chain (Xi’an) Co., Ltd.

December 19, 2022

December 19, 2023

maturity, the Notes are payable at their principal amount thereon.

There occurring with respect to any of the Company’s indebtedness,

an event of default resulting in accelerated maturity or a failure to pay principal, interest or premium when due, the overdue interest

shall be charged at 0.05 % per day, without the need to notify the applicant and sign another loan contract.

As of December 31, 2022,

there was no such event of default.

The trading rights of license plates 1 and 2 on

the Hong Kong Stock Exchange have no expiration date and do not require amortization, amount was $ 127,948 .

ACCOUNT PAYABLES

amount of account payables were consisted of the followings:

The amount of account payables were consisted

of the followings:

Supply Chain Financing/Trading payment

ACCRUED EXPENSES AND OTHER PAYABLES

amount of accrued expenses and other payables were consisted of the followings:

The amount of accrued expenses and other payables

were consisted of the followings:

Legal fee and other professionals

11 unchanged sentences

FT Global $ $ 10,598,380 .

As of December 31, 2024, the Company has been payment $ 1.97 million.

CONVERTIBLE NOTES PAYABLE

of December 31, 2023 and 2022, convertible debt consisted of the following:

DEFERRED LIABILITIES

of December 31, 2023 and 2022, the balance of deferred liabilities mainly represented an amount of nil and $ 7.39 million that arose from

the payment for the remaining 40 % of the Purchase Price of the acquisition of Nice Talent Asset Management Limited (“Nice Talent”).

40 % of the Purchase Price ($ 7.39 million) was paid in 299,221 shares of common stock of the Company on October 17, 2023.

As of December 31, 2024 and 2023, convertible

debt consisted of the following:

Interest expenses

On December 27, 2023, the Company principal amount of $ 1.10 million

coverable promissory note.

Floor Price was $ 0.2272 per share of Common Stock.

The Note shall be unsecured.

On the date hereof, Company

will reserve 5,000,000 shares of Common Stock from its authorized and unissued Common Stock to provide for all issuances of Common Stock

under the Note (the “Share Reserve”).

Lender elects to redeem a portion of the Note in redemption conversion shares.

redemption conversion shares 2,375,434 , amount $ 625,000 , at a price of $ 0.2631 per share in 2024.

RELATED PARTY TRANSACTION

of December 31, 2023, the amount due to the related parties was consisted of the followings:

Corporate legal representative

Other payables, interest free and payment on demand.

Chief Financial Officer of the Company

Accrued expenses, interest free and payment on demand.

Xiaochen Zhao

Corporate legal representative

Accrued expenses, interest free and payment on demand.

NTAM’s Director

Other payables, interest free and payment on demand.

of December 31, 2023, the amount due from the related parties was consisted of the followings:

Deputy General Manager of a subsidiary of the Company

Loan receivables*, interest free and payment on demand.

2023, the Company had the following transactions with related parties:

JKNDC Limited

A company owned by the minority shareholder of NTAM

Other income, net

JKNDC Limited

A company owned by the minority shareholder of NTAM

Cost of revenue- Asset management service

Nice Talent Partner Limited

A company owned by the minority shareholder of NTAM

Consultancy fee

fiscal year 2023, the Company extended advances amounting to $ 351,004 to five key management personnel, and a total of $ 341,190 had been

either repaid or classified as business expenses.

fiscal year 2023, one key management personnel advanced a total of $ 4,330 to the Company.

fiscal year 2023, the Company did not pay a bonus to a key management personnel a total of $ 401,516 .

of December 31, 2022, the amount due to the related parties was consisted of the followings:

Reits (Beijing) Technology Co., Ltd

Zhi Yan is the legal representative of this company

Acquisition of intangibles upon the full completion of the online platform pursuant to an agreement originally entered between parties before Zhi Yan was the general manager of our subsidiary.

General Manager of a subsidiary of the Company

Other payables, interest free and payment on demand.

of December 31, 2022, the amount due from the related parties was consisted of the followings:

Deputy General Manager of a subsidiary of the Company

Loan receivables*, interest free and payment on demand.

Chief Financial Officer of the Company

Loan receivables*, interest free and payment on demand.

Vice president of the Company

Loan receivables*, interest free and payment on demand.

Ola Johannes Lind

Chief Executive Officer of the FTFT Capital Investments L.L.C.

and Chief Strategy Officer of the Company

Loan receivables*, interest free and payment on demand.

NTAM’s Director

Advance to pay for directors*

Amount is interest free and payment on demand.

2022, the Company had the following transactions with related parties:

A company owned by the minority shareholder of NTAM

Cost of revenue- Asset management service

JKNDC Limited

A company owned by the minority shareholder of NTAM

Cost of revenue- Asset management service

Alpha Yield Limited

A director of the Company is a shareholder of this company

Consultancy fee

A company owned by the minority shareholder of NTAM

Consultancy fee

Nice Talent Partner Limited

A company owned by the minority shareholder of NTAM

As of December 31, 2024, the amount due to the

related parties was consisted of the followings:

Name Amount Relationship Note

Ming Yi $ 8,871 Chief Financial Officer of the Company Accrued expenses, interest free and payment on demand.

Shanchun Huang 29,036 Member of the BOD,.,Legal person of FTFT UK Limited Accrued expenses, interest free and payment on demand.

Total $ 37,907

As of December 31, 2024, the amount due from the

related parties was consisted of the followings:

Name Amount Relationship Note

Hu Li $ 20,000 Legal person of Future information service (shenZhen) Loan receivables*, interest free and payment on demand.

Total $ 20,000

During 2024, the Company had the following transactions

with related parties:

Name Amount Relationship Note

JKNDC Limited $ 6,933,009 JKNDC LImited’s owner is Tsoi Tsz Leung.

Consultancy fee

fiscal year 2022, the Company extended advances amounting to $ 160,539 to six key management personnel, and a total of $ 171,863 had been

either repaid or classified as business expenses.

fiscal year 2022, five key management personnel advanced a total of $ 132,770 to the Company, and the Company repaid $ 29,830 to them.

related party transactions have been approved by the Company’s Audit Committee.

Company is incorporated in the United States of America and is subject to United States federal taxation.

The applicable tax rate is

21 % in 2023 and 2022.

No provisions for income taxes have been made, as the Company had no U.S.

taxable income for the years ended December

31, 2023 and 2022.

For the years ended December 31, 2023 and 2022, the Company had current income tax expenses of nil and $ 456,598 , respectively.

Company evaluates the level of authority for each uncertain tax position (including the potential application of interest and penalties)

based on the technical merits, and measures the unrecognized benefits associated with the tax positions.

For the year ended December

31, 2023, the Company had no unrecognized tax benefits.

Due to uncertainties surrounding future utilization, the Company estimates there

will not be sufficient future income to realize the deferred tax assets for certain subsidiaries and a VIE.

amount of unrecognized deferred tax liabilities for temporary differences related to the dividend from foreign subsidiaries is not determined

because such determination is not practical.

Company has not provided deferred taxes on undistributed earnings attributable to its PRC and Hong Kong subsidiaries as they are to be

permanently reinvested.

Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of ASC Topic

740, Income Taxes.

Since the Company intends to reinvest its earnings to further expand its businesses in mainland China, its PRC subsidiaries

do not intend to declare dividends to their immediate foreign holding companies in the foreseeable future.

Accordingly, the Company has

not recorded any deferred taxes in relation to US tax on the cumulative amount of undistributed retained earnings since January 1, 2008.

on January 1, 2008, the PRC Enterprise Income Tax Law, EIT Law, and Implementing Rules imposed a unified enterprise income tax rate of

25 % on all domestic-invested enterprises and foreign-invested enterprises in the PRC, unless they qualify under certain limited exceptions.

The tax rate for pre-tax profits below RMB 1 million to RMB 3 million is 5 %;

the tax rate for pre-tax profits between RMB 1 million to

RMB 3 million is 10 %.

Other Subsidiaries and VIE were subject to an enterprise income tax rate of 25 %.

of Future Fin-Tech (Hong Kong) Limited, QR (HK) Limited and Nice Talent Asset Management Limited is incorporated in Hong Kong and is

subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with

relevant Hong Kong tax laws.

The applicable tax rate below HKD2 million is 8.5 %, exceeding HKD2 million is 16.5 % in Hong Kong.

UK Limited is incorporated in United Kingdom and is subject to United Kingdom Profits Tax on the taxable income as reported in its statutory

financial statements adjusted in accordance with relevant United Kingdom tax laws.

Nice Talent Partner Limited 3,000,000 Controlled by NTAM’s BOD CHAN Siu Kei Consultancy fee

As of December 31, 2023, the amount due to the

related parties was consisted of the followings:

Name Amount Relationship Note

Chao Li $ 73,893 Corporate legal representative Other payables, interest free and payment on demand.

Ming Yi 29,513 Chief Financial Officer of the Company Accrued expenses, interest free and payment on demand.

Xiaochen Zhao 124 Corporate legal representative Accrued expenses, interest free and payment on demand.

Total $ 103,530

As of December 31, 2023, the amount due from the

related parties was consisted of the followings:

Name Amount Relationship Note

Kai Xu $ 12,151 Deputy General Manager of a subsidiary of the Company Loan receivables*, interest free and payment on demand.

Total $ 12,151

During 2023, the Company had the following transactions

with related parties:

Name Amount Relationship Note

JKNDC Limited $ 7,664 JKNDC LImited’s owner is Tsoi Tsz Leung.

Other income, net

Nice Talent Partner Limited 459,867 Controlled by NTAM’s BOD CHAN Siu Kei Consultancy fee

* The related party transactions have been approved by the Company’s Audit Committee.

The Company is incorporated in the United States

of America and is subject to United States federal taxation.

The applicable tax rate is 21 % in 2024 and 2023.

No provisions for income

taxes have been made, as the Company had no U.S.

taxable income for the years ended December 31, 2024 and 2023.

For the years ended December

31, 2024 and 2023, the Company had current income tax expenses of nil , respectively.

The Company evaluates the level of authority for

each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures

the unrecognized benefits associated with the tax positions.

For the year ended December 31, 2024, the Company had no unrecognized tax

Due to uncertainties surrounding future utilization, the Company estimates there will not be sufficient future income to realize

the deferred tax assets for certain subsidiaries.

The amount of unrecognized deferred tax liabilities

for temporary differences related to the dividend from foreign subsidiaries is not determined because such determination is not practical.

The Company has not provided deferred taxes on

undistributed earnings attributable to its PRC and Hong Kong subsidiaries as they are to be permanently reinvested.

The Company had no material adjustments to its

liabilities for unrecognized income tax benefits according to the provisions of ASC Topic 740, Income Taxes.

Since the Company intends

to reinvest its earnings to further expand its businesses in mainland China, its PRC subsidiaries do not intend to declare dividends to

their immediate foreign holding companies in the foreseeable future.

Accordingly, the Company has not recorded any deferred taxes in relation

to US tax on the cumulative amount of undistributed retained earnings since January 1, 2008.

Effective on January 1, 2008, the PRC Enterprise

Income Tax Law, EIT Law, and Implementing Rules imposed a unified enterprise income tax rate of 25 % on all domestic-invested enterprises

and foreign-invested enterprises in the PRC, unless they qualify under certain limited exceptions.

The tax rate for pre-tax profits below

RMB 1 million to RMB 3 million is 5 %;

the tax rate for pre-tax profits between RMB 1 million to RMB 3 million is 10 %.

Other Subsidiaries

and VIE were subject to an enterprise income tax rate of 25 %.

Each of Future Fin-Tech (Hong Kong) Limited, QR

(HK) Limited and Nice Talent Asset Management Limited is incorporated in Hong Kong and is subject to Hong Kong Profits Tax on the taxable

income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws.

The applicable tax rate

below HKD 2 million is 8.5 %, exceeding HKD 2 million is 16.5 % in Hong Kong.

FTFT UK Limited is incorporated in United Kingdom

and is subject to United Kingdom Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance

with relevant United Kingdom tax laws.

The applicable tax rate is 19 % in United Kingdom.

Capital Investments L.L.C is incorporated in Dubai, United Arab Emirates.

FTFT Capital Investments L.L.C is incorporated

in Dubai, United Arab Emirates.

The applicable tax rate is nil in Dubai, United Arab Emirates.

Fintech Limited is incorporated in British Virgin Island.

Digipay Fintech Limited is incorporated in British

Virgin Island.

The applicable tax rate is nil in British Virgin Island.

components of the provision for income taxes are as follows:

Significant components of the provision for income

taxes are as follows:

Deferred tax - book-tax difference

The provision for income taxes

Reconciliation

of the differences between the statutory EIT rate applicable to profits of the consolidated entities and the income tax expenses of the

Reconciliation of the differences between the

statutory EIT rate applicable to profits of the consolidated entities and the income tax expenses of the Company:

Loss before taxation

6 unchanged sentences

Others, primarily the difference in tax rates

( 13,628,152 )

Deferred tax assets losses not recognized

IMPAIRMENT LOSS

The Company recorded nil of impairment loss in

the year ended 2024.

The Company recorded $ 14.16 million of impairment

loss in the year ended 2023 relating to the short - term investments $ 12,633 and impairment of goodwill $ 14.15 million.

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

invested $ 1.83 million (RMB 13,000,000 ) to entrust Shanghai Yuli Enterprise Management

Consulting Firm to invest in various types of investment portfolios.

The Company may still suffer significant impairment loss or downward

adjustments of our investments in the future, due to the potential worsening global economic conditions and the recent disruptions to,

and volatility in, the continuing low market price of shares caused the Company to recognize a fair-value loss in 2023.

to the market value, the Company’s balance of the short - term investments was $ 12,633 on December 31, 2023.

Future Private Equity Fund Management (Hainan)

invested $ 1.83 million (RMB 13,000,000 ) to entrust Shanghai Yuli Enterprise Management Consulting Firm to invest in various types

of investment portfolios.

The Company may still suffer significant impairment loss or downward adjustments of our investments in the future,

due to the potential worsening global economic conditions and the recent disruptions to, and volatility in, the continuing low market

price of shares caused the Company to recognize a fair-value loss in 2023.

According to the market value, the Company’s balance

of the short - term investments was $ 12,633 on December 31, 2023.

Goodwill represents the excess of the cost over

13 unchanged sentences

amount of goodwill exceeds the implied fair value, an impairment loss should be recognized.

Company recorded $ 3.25 million of impairment loss in the year ended 2022 relating to the short - term investments $ 0.91 million, impairment

of goodwill $ 2.21 million and impairment of intangible assets $ 0.13 million.

Company has intangible assets for certain acquired trade names and trademarks which are determined to have indefinite useful lives.

Company test indefinite-lived intangible assets for impairment annually the same measurement date as goodwill, the first day of our fiscal

fourth quarter, or more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired.

Based on annual analysis, impairment of intangible assets $ 0.13 million.

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

invested $ 1.83 million (RMB 13,000,000 ) to entrust Shanghai Yuli Enterprise Management

Consulting Firm to invest in various types of investment portfolios.

The Company may still suffer significant impairment loss or downward

adjustments of our investments in the future, due to the potential worsening global economic conditions and the recent disruptions to,

and volatility in, the continuing low market price of shares caused the Company to recognize a fair-value loss in 2022.

to the market value, the Company’s balance of the short - term investments was $ 0.99 million on December 31, 2022.

represents the excess of the cost over the net tangible and identified intangible assets of acquired businesses.

The Company evaluate

goodwill for impairment annually as of the first day of our fiscal fourth quarter, or more frequently if events or changes in circumstances

indicate the carrying value of goodwill may not be recoverable.

Based on the impairment analysis performed in the fourth quarter.

Company recorded $ 2.21 million of impairment loss in fiscal year 2022 related with goodwill mainly arose from acquisition of Nice Talent

Asset Management Limited and FTFT Finance UK Limited (formerly known as Khyber Money Exchange Ltd.).

Goodwill impairment test as of December

31, 2022 using compare the carrying amount of the reporting unit (including goodwill) with its fair value.

If the carrying amount exceeds

the fair value, compare the implied fair value of the reporting unit’s goodwill with the carrying amount of goodwill.

If the carrying

amount of goodwill exceeds the implied fair value, an impairment loss should be recognized.

SHARE BASED COMPENSATION

February 1, 2023, the Company has authorized and approved a 1-for-5 reverse stock split of the Company’s authorized shares of common

stock from 300,000,000 shares to 60,000,000 shares.

Service Agreement

January 25, 2020, the Company entered into a Consulting Service Agreement (the “Agreement”) with Dragon Investment Holding

Limited (Malta) (the “Consultant”), a company incorporated in Malta, pursuant to which Consultant will:

(i) help the Company

to locate new merger projects globally, develop new merger strategy and provide the Company with at least five (5) merger and acquisition

targets that have synergy with the Company’s business and development plans and could clearly contribute to the Company’s

strategic goals each year;

(ii) help the Company to map out new growth strategies in addition to its current business;

(iii) work with

the Company to explore new lines of business and associated growth strategies;

and (iv) conduct market research and evaluating variable

projects and providing feasibility studies per Company’s request from time to time.

The term of the Agreement is three years.

consideration of the services to be provided by the Consultant to the Company, the Company agrees to pay the Consultant a three-year

consulting fee totaling $ 3.0 million.

The Company shall issue a total of 3,750,000 restricted shares of the Company Common Stock (the

“Consultant Shares”) at a price of $ 0.794 per share (the closing price of the Agreement date), as the payment for the above

mentioned consultant fee to the Consultant.

On February 23, 2020, the Company issued the Consultant Shares pursuant to the Agreement,

of which 1,500,000 shares were released to the Consultant immediately, 1,125,000 and 1,125,000 shares, respectively, will be held by

the Company and released to the Consultant on January 25, 2021 and January 25, 2022 if this Agreement has not been terminated and there

has been no breach of the Agreement by the Consultant at such time.

If the second and/or third release of the shares mentioned above

does not occur, such shares shall be returned to the Company as treasury shares.

The shares contemplated in the Agreement were issued

pursuant to the exemption from registration provided by Regulation S promulgated under the Securities Act of 1933, as amended.

year ended December 31, 2020, the Company recorded stock related compensation of $ 1.19 million, based on the stock closing price of $ 0.794

on the Agreement date, for the 1,500,000 shares which were released to the Consultant immediately upon issuance.

On January 25, 2021,

the Company recorded stock related compensation of $ 0.89 million, based on the stock closing price of $ 0.794 on the date of the Agreement,

for the 1,125,000 shares which were released to the Consultant on January 25, 2021.

On January 25, 2022, the Company released the final

1,125,000 shares to the Consultant and the Company has recognized stock related compensation of $ 0.89 million for the 1,125,000 shares.

The share numbers in this Note 25 are pre-reverse stock split effected on February 1, 2023.

the years ended December 31, 2023 and 2022, the Company collectively attributed nil and $ 36,975 of retained earnings for their statutory

reserves, respectively.

laws and regulations permit payments of dividends by the Company’s subsidiaries incorporated in the PRC only out of their retained

earnings, if any, as determined in accordance with PRC accounting standards and regulations.

In addition, the Company’s subsidiaries

incorporated in the PRC are required to annually appropriate 10 % of their net income to the statutory reserve prior to payment of any

dividends, unless the reserve has reached 50 % of their respective registered capital.

Furthermore, registered share capital and capital

reserve accounts are also restricted from distribution.

As a result of the restrictions described above and elsewhere under PRC laws

and regulations, the Company’s subsidiaries incorporated in the PRC are restricted in their ability to transfer a portion of their

net assets to the Company in the form of dividends.

The restriction amounted to $ 25,677,345 (RMB 181,864,932 ) as of December 31, 2023.

Except for the above or disclosed elsewhere, there is no other restriction on the use of proceeds generated by the Company’s subsidiaries

to satisfy any obligations of the Company.

Payments-omnibus

July 12, 2022 (the “Grant Date”), the Compensation Committee of the Board of Directors (the “Board”) of the Company

granted 3,047,000 shares of common stock of the Company, par value $ 0.001 (the “Shares”), pursuant to the Company’s

2020 Omnibus Equity Plan, to certain officers and employees of the Company and its subsidiaries (the “Grantees”), including:

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

On February 1, 2023, the Company has authorized

and approved a 1-for-5 reverse stock split of the Company’s authorized shares of common stock from 300,000,000 shares to 60,000,000

Statutory reserve

During the years ended December 31, 2024 and 2023,

the Company collectively attributed nil of retained earnings for their statutory reserves, respectively.

Restricted net assets

PRC laws and regulations permit payments of dividends

by the Company’s subsidiaries incorporated in the PRC only out of their retained earnings, if any, as determined in accordance with

PRC accounting standards and regulations.

In addition, the Company’s subsidiaries incorporated in the PRC are required to annually

appropriate 10 % of their net income to the statutory reserve prior to payment of any dividends, unless the reserve has reached 50 % of

their respective registered capital.

Furthermore, registered share capital and capital reserve accounts are also restricted from distribution.

As a result of the restrictions described above and elsewhere under PRC laws and regulations, the Company’s subsidiaries incorporated

in the PRC are restricted in their ability to transfer a portion of their net assets to the Company in the form of dividends.

The restriction

amounted to $ 24,733,624 (RMB 176,144,932 ) as of December 31, 2024.

Except for the above or disclosed elsewhere, there is no other restriction

on the use of proceeds generated by the Company’s subsidiaries to satisfy any obligations of the Company.

Payments-omnibus equity plan

On July 12, 2022 (the “Grant Date”),

the Compensation Committee of the Board of Directors (the “Board”) of the Company granted 3,047,000 shares of common stock

of the Company, par value $ 0.001 (the “Shares”), pursuant to the Company’s 2020 Omnibus Equity Plan, to certain officers

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

800,000 shares to Shanchun Huang, Chief Executive

Officer of the Company;

800,000 shares to Yongke Xue, President of the Company;

shares to Ming Yi, Chief Financial Officer of the Company, 547,000 shares to Peng Lei, general manager of a subsidiary of the Company,

300,000 shares to Pang Dong, general manager of a subsidiary the Company, and 500,000 shares to Kai Xu, Deputy General Manager of a subsidiary

of the Company and vice president of blockchain division of the Company (collectively, the “Grants”).

The Grants vested immediately

on the Grant Date and each of the Grantees also entered into an Unrestricted Stock Award Agreement with the Company on July 12, 2022.

As the closing price of the Company stock was $ 0.42 on July 12, 2022, the Company recorded an expense of $ 1.28 million in the third quarter

of fiscal year 2022.

100,000 shares to Ming Yi, Chief Financial Officer of

the Company, 547,000 shares to Peng Lei, general manager of a subsidiary of the Company, 300,000 shares to Pang Dong, general manager

of a subsidiary the Company, and 500,000 shares to Kai Xu, Deputy General Manager of a subsidiary of the Company and vice president of

blockchain division of the Company (collectively, the “Grants”).

The Grants vested immediately on the Grant Date and each

of the Grantees also entered into an Unrestricted Stock Award Agreement with the Company on July 12, 2022.

As the closing price of the

Company stock was $ 0.42 on July 12, 2022, the Company recorded an expense of $ 1.28 million in the third quarter of fiscal year 2022.

of the date of this report, the Shares have been issued to the Grantees.

The share numbers in this Note 22 are pre-reverse stock split

effected on February 1, 2023.

On October 12, 2023, the Compensation Committee

of the Board of Directors of the Company granted 2,890,000 shares of common stock of the Company, par value $ 0.001 , pursuant to the Company’s

2023 Omnibus Equity Plan, to certain officers and employees of the Company and its subsidiaries (the “Grantees”).

As the closing

price of the Company stock was $ 1.20 on December 23, 2023, the Company recorded an expense of $ 3.47 million in the third quarter of fiscal

As of the date of this report, the Shares have been issued to the Grantees.

The share numbers in this Note 22 are

pre-reverse stock split effected on February 1, 2023.

October 12, 2023, the Compensation Committee of the Board of Directors of the Company granted 2,890,000 shares of common stock of the

Company, par value $ 0.001 , pursuant to the Company’s 2023 Omnibus Equity Plan, to certain officers and employees of the Company

and its subsidiaries (the “Grantees”).

As the closing price of the Company stock was $ 1.20 on December 23, 2023, the Company

recorded an expense of $ 3.47 million in the third quarter of fiscal year 2023.

As of the date of this report, the Shares have been issued

to the Grantees.

Purchase Agreement

On December 24, 2020, the Company entered into a securities purchase

agreement with certain purchasers, pursuant to which the Company sold to the purchasers in a registered direct offering, an aggregate

of 4,210,530 units, each consisting of one share of our common stock and a warrant to purchase 1 share of our Common Stock, at a purchase

price of $ 1.90 per unit, for aggregate gross proceeds to the Company of $ 8,000,007 , before deducting fees to the placement agent and other

offering expenses payable by the Company.

On December 29, 2020, the Company issued Units consisting of an aggregate of 4,210,530 shares

of our Common Stock and warrants to purchase up to an aggregate of 4,210,530 shares of our Common Stock at an exercise price of $ 2.15

per share (the “Investors’ Warrants”).

The Investors’ Warrants have a term of five years and are exercisable by

the holder at any time after the date of issuance.

In connection with the offering, the Company also issued placement agent a warrant

to purchase 210,526 shares of our Common Stock (the “Placement Agent Warrant”) on substantially the same terms as the

Investors’ Warrants, except that the Placement Agent Warrant has an exercise price of $ 2.375 per share and are not exercisable until

June 24, 2021.

On October 4, 2024, the Compensation Committee of the Board of Directors

of the Company granted 2,110,000 shares of common stock of the Company, par value $ 0.001 , pursuant to the Company’s 2023 Omnibus

Equity Plan, to certain officers and employees of the Company and its subsidiaries (the “Grantees”).

As the closing price

of the Company stock was $ 0.318 on October 9, 2023, the Company recorded an expense of $ 0.67 million in the third quarter of fiscal year

As of the date of this report, the Shares have been issued to the Grantees.

Securities Purchase Agreement

On December 24, 2020, the Company entered into

a securities purchase agreement with certain purchasers, pursuant to which the Company sold to the purchasers in a registered direct offering,

an aggregate of 4,210,530 units, each consisting of one share of our common stock and a warrant to purchase 1 share of our Common Stock,

at a purchase price of $ 1.90 per unit, for aggregate gross proceeds to the Company of $ 8,000,007 , before deducting fees to the placement

agent and other offering expenses payable by the Company.

On December 29, 2020, the Company issued Units consisting of an aggregate of

4,210,530 shares of our Common Stock and warrants to purchase up to an aggregate of 4,210,530 shares of our Common Stock at an exercise

price of $ 2.15 per share (the “Investors’ Warrants”).

The Investors’ Warrants have a term of five years and are

exercisable by the holder at any time after the date of issuance.

In connection with the offering, the Company also issued placement agent

a warrant to purchase 210,526 shares of our Common Stock (the “Placement Agent Warrant”) on substantially the same terms

as the Investors’ Warrants, except that the Placement Agent Warrant has an exercise price of $ 2.375 per share and are not exercisable

until June 24, 2021.

December 31, 2023 and 2024, outstanding warrant has 210,526 shares of our Common Stock.

August 6, 2021, the Company, through its wholly owned subsidiary Future FinTech (Hong Kong) Limited., completed its acquisition of 90 %

of the issued and outstanding shares of Nice Talent Asset Management Limited from Joy Rich Enterprises Limited (the “Nice Shares”)

for HK$ 144,000,000 (the “Purchase Price”) which shall be paid in the shares of common stock of the Company (the “Company

60 % of the purchase price ($ 11.22 million) was paid in 2,244,156 shares of common stock of the Company on August 4, 2021,

at a price of $ 5 per share.

40 % of the Purchase Price ($ 7.39 million) was paid in 299,221 shares of common stock of the Company on October

share numbers in this Note 22 are pre-reverse stock split effected on February 1, 2023.

Warrants after 1-Furu-5 reverse stock split was 42,108 shares.

Underlying Shares Weighted Average Exercise Price Weighted Average Term (Years)

Options outstanding at December 31, 2023 42,108 $ 2.375 1.00

Options outstanding at December 31, 2024 42,108 $ 2.375 1.00

Options exercisable at December 31, 2024 42,108 $ 2.375 1.00

On August 6, 2021, the Company, through its wholly

owned subsidiary Future FinTech (Hong Kong) Limited., completed its acquisition of 90 % of the issued and outstanding shares of Nice Talent

Asset Management Limited from Joy Rich Enterprises Limited (the “Nice Shares”) for HK$ 144,000,000 (the “Purchase Price”)

which shall be paid in the shares of common stock of the Company (the “Company Shares”).

60 % of the purchase price ($ 11.22

million) was paid in 2,244,156 shares of common stock of the Company on August 4, 2021, at a price of $ 5 per share.

40 % of the Purchase

Price ($ 7.39 million) was paid in 299,221 shares of common stock of the Company on October 17, 2023.

On January 5, 2024, the Company entered into

a securities purchase agreement with certain purchasers identified on the signature page thereto, pursuant to which the Company

sold to the purchasers in a private placement, an aggregate of 2,150,536 share of its common stock, par value $ 0.001 per share at a purchase

price of $ 1.20 per share, for aggregate net proceeds to the Company of $ 2,580,644 .

On January 18, 2024, the Company issued 2,150,536

shares of common stock pursuant to this Agreement.

Common stocks issued in connection with the convertible notes

On December 27, 2023, the Company entered into

a Securities Purchase Agreement with Streeterville Capital, LLC, a Utah limited liability company (the “Lender”), pursuant

to which the Company sold and issued to the Lender a Convertible Promissory Note (the “Note”) in the principal amount of $ 1,100,000 .

On July 3, 2024, that Lender elects to redeem

a portion of the Note in redemption conversion shares.

Lender redemption conversion shares 136,649 , amount $ 50,000 , at a price of

$ 0.3659 per share.

On July 18, 2024, that Lender elects to redeem

a portion of the Note in redemption conversion shares.

Lender redemption conversion shares 217,139 , amount $ 75,000 , at a price of

$ 0.3454 per share.

On August 26, 2024, that Lender elects to redeem

a portion of the Note in redemption conversion shares.

Lender redemption conversion shares 408,329 , amount $ 100,000 , at a price

of $ 0.2449 per share.

On October 24, 2024, that Lender elects to redeem

a portion of the Note in redemption conversion shares.

Lender redemption conversion shares 390,625 , amount $ 100,000 , at a price

of $ 0.256 per share.

On November 11, 2024, that Lender elects to redeem

a portion of the Note in redemption conversion shares.

Lender redemption conversion shares 390,625 , amount $ 100,000 , at a price

of $ 0.256 per share.

On November 14, 2024, that Lender elects to redeem

a portion of the Note in redemption conversion shares.

Lender redemption conversion shares 393,855 , amount $ 100,000 , at a price

of $ 0.2539 per share.

On December 18, 2024, that Lender elects to redeem

a portion of the Note in redemption conversion shares.

Lender redemption conversion shares 438,212 , amount $ 100,000 , at a price

of $ 0.2282 per share.

The share numbers in this Note 22 are pre-reverse

stock split effected on February 1, 2023.

DISCONTINUED OPERATIONS

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

was dissolved and deregistered.

June 16, 2023, QR (HK) Limited was dissolved and deregistered.

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

and deregistered.

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

was dissolved.

from discontinued operations for fiscal years 2023 and 2022 was as follows:

COST OF SALES

On March 7, 2024, Chain Cloud Mall Network and

Technology (Tianjin) Co., Limited was dissolved and deregistered.

On September 4, 2024, Tianjin Future Private Equity

Fund Management Partnership (Ltd Partnership) was dissolved and deregistered.

On October 18, 2024, Nice Talent Asset Management

Limited was disposed of for a consideration of USD 0.31 million (HKD 2.40 million).

On December 6, 2024, FTFT SuperComputing

was disposed of for a consideration of USD 1.97 million.

Loss from discontinued operations for fiscal years

2024 and 2023 was as follows:

Cost – third party

Cost – related party

OPERATING EXPENSES:

General and administrative

Research and Development expenses

Selling expenses

Bad debt provision

OTHER INCOME (EXPENSE)

1 unchanged sentence

Interest expense

Other expense

Loss from discontinued operations before income tax

( 1,580,259 )

Income tax provision

Loss from discontinued operation before noncontrolling interest

Gain (loss) on disposal of discontinued operations

( 1,574,978 )

Gain on disposal of discontinued operations

Net loss attributable to non-controlling interests

1 unchanged sentence

$ ( 1,080,450 )

major components of assets and liabilities related to discontinued operations are summarized below:

The major components of assets and liabilities

related to discontinued operations are summarized below:

Cash and cash equivalents

Accounts receivable

Other receivables

Advances to suppliers and other current assets

Property, plant and equipment, net

Right of use assets - operation lease

Total assets related to discontinued operations

Accounts payable

Accrued expenses and other payables

Advances from customers

Amount Due to Related Party

Lease liability - operation lease

Lease liability - operation lease non-current

Total liabilities related to discontinued operations

7 unchanged sentences

The Company began to provide supply chain financing

services during the second quarter of 2021 and the Company acquired Nice Talent and started to provide asset management services since

The Company began to provide sand and steel supply chain financing services during the first quarter of 2023.

of our operation might not individually meet the quantitative thresholds for determining reportable segments and we determine the reportable

segments based on the discrete financial information provided to the chief operating decision maker.

The chief operating decision maker

evaluates the results of each segment in assessing performance and allocating resources among the segments.

Since there is an overlap

of services and products between different subsidiaries of the Company, the Company does not allocate operating expenses and assets based

on the product segments.

Therefore, operating expenses and asset information by segment are not presented.

Segment profit represents

the gross profit of each reportable segment.

services during the second quarter of 2021.

The Company began to provide sand and steel supply chain financing services during the first

quarter of 2023.

The Company began to provide brokerage services during the October 2023.

Some of our operation might not individually meet

the quantitative thresholds for determining reportable segments and we determine the reportable segments based on the discrete financial

information provided to the chief operating decision maker.

The chief operating decision maker evaluates the results of each segment in

assessing performance and allocating resources among the segments.

Since there is an overlap of services and products between different

subsidiaries of the Company, the Company does not allocate operating expenses and assets based on the product segments.

Therefore, operating

expenses and asset information by segment are not presented.

Segment profit represents the gross profit of each reportable segment.

For fiscal year 2024:

Brokerage service

Reportable segment revenue

2 unchanged sentences

Segment gross profit

fiscal year 2022:

For fiscal year 2023:

Brokerage service

Reportable segment revenue

2 unchanged sentences

Segment gross profit

from Continuing Operations before Income Tax:

Loss from Continuing Operations before Income Tax:

For the Years Ended,

Supply chain financing/trading

Asset management service

Brokerage service

Corporate and Unallocated

3 unchanged sentences

( 32,819,570 )

Segment assets:

Supply chain financing/trading

Asset management service

Brokerage service

Corporate and Unallocated

Assets related to discontinued operation

subject to attribution to business segments largely include property, plant and equipment, receivable and right of use assets.

items are reflected in Corporate and Unallocated.

Assets subject to attribution to business segments

largely include property, plant and equipment, receivable and right of use assets.

All other items are reflected in Corporate and Unallocated.

COMMITMENTS AND CONTINGENCIES

case with FT Global Litigation

January 2021, FT Global Capital, Inc.

(“FT Global”), a former placement agent of the Company filed a lawsuit against the

Company in the Superior Court of Fulton County, Georgia.

Legal case with FT Global Litigation

In January 2021, FT Global Capital, Inc.

Global”), a former placement agent of the Company filed a lawsuit against the Company in the Superior Court of Fulton County, Georgia.

FT Global served the complaint upon the Company in January 2021.

In the complaint,

FT Global alleges claims, most of which attempt to hold the Company liable under legal theories that relate back to an alleged breach

of an exclusive placement agent agreement between FT Global and the Company in July 2020 which had a term of three months.

claims that the Company failed to compensate FT Global for securities purchase transactions between December 2020 and April 2021, pursuant

to the terms of the expired exclusive placement agent agreement.

Allegedly, the exclusive placement agent agreement required the Company

to pay FT Global for capital received during the term of the agreement and for the 12-month period following the termination of the agreement

involving any investors that FT Global introduced and/or wall-crossed to the Company.

However, the Company believes the securities purchase

transactions at issue did not involve the one investor which FT Global introduced or wall-crossed to the Company during the term of the

FT Global claims approximately $ 7,000,000 in damages and attorneys’ fees.

The Company timely removed the case to the

United States District Court for the Northern District of Georgia (the (“Court”) on February 9, 2021 based on diversity

of jurisdiction.

On March 9, 2021, the Company filed a motion to dismiss based on FT Global’s failure to state a claim which

is pending before the Court.

On March 23, 2021, FT Global filed its response to the Company’s motion to dismiss.

argues that the Court should deny the Company’s motion to dismiss.

However, if the Court is inclined to grant the

Company’s motion to dismiss, FT Global requested that the Court permit it to file an amended complaint.

On April 8, 2021, the

parties filed a Joint Preliminary Report and Discovery Plan.

On April 12, 2021, the Court approved the Joint Preliminary Report and

Discovery Plan and issued a Scheduling Order placing this case on a six-month discovery tract.

On April 30, 2021, the Company served

FT Global with its Initial Disclosures.

On May 6, 2021, FT Global served the Company with its Initial Disclosures.

On May 17, 2021,

FT Global served the Company with its First Amended Initial Disclosures.

On November 10, 2021, the Court entered an Order granting

the Company’s motion to dismiss FT Global’s fraud claim and breach of contract claim as to the disclosure of its

confidential and proprietary information.

The Court denied the Company’s motion to dismiss FT Global’s i) breach of

contract claim for failure to pay FT Global pursuant to the terms of the exclusive placement agent agreement;

ii) claim for breach

of the covenant of good faith and fair dealing;

and iii) claim for attorney’s fees, and the court concluded that additional

information can be obtained through discovery.

The Company timely filed an answer and defenses to FT Global’s complaint on

November 24, 2021.

On January 3, 2022 the Company propounded discovery requests upon FT Global, including interrogatories and

requests for production of documents.

On March 23, 2022, the Company propounded requests for admission upon FT Global.

2022, FT Global propounded discovery requests upon the Company, including requests for production of documents and requests for

On April 1, 2022, FT Global served its response to the Company’s requests for production of documents.

2022, FT Global served its responses to the Company’s interrogatories and requests for admissions.

On May 13, 2022, FT Global

produced documents in response to the Company’s requests for production of documents.

On June 3, 2022, the Company produced

documents in response to FT Global’s requests for production of documents.

On August 3, 2022, the Company took the deposition

of FT Global.

On August 4, 2022, FT Global took the deposition of the Company.

On August 3, 2022, the Court granted the

parties’ Consent Motion to Extend Discovery Period extending the discovery period from August 5, 2022 to September 14, 2022

and the deadline to file dispositive motions to October 12, 2022.

In the complaint, FT Global alleges claims, most of which attempt to

hold the Company liable under legal theories that relate back to an alleged breach of an exclusive placement agent agreement between FT

Global and the Company in July 2020 which had a term of three months.

FT Global claims that the Company failed to compensate FT Global

for securities purchase transactions between December 2020 and April 2021, pursuant to the terms of the expired exclusive placement agent

Allegedly, the exclusive placement agent agreement required the Company to pay FT Global for capital received during the term

of the agreement and for the 12-month period following the termination of the agreement involving any investors that FT Global introduced

and/or wall-crossed to the Company.

However, the Company believes the securities purchase transactions at issue did not involve the one

investor which FT Global introduced or wall-crossed to the Company during the term of the agreement.

FT Global claims approximately $ 7,000,000

in damages and attorneys’ fees.

The Company timely removed the case to the United

States District Court for the Northern District of Georgia (the (“Court”) on February 9, 2021 based on diversity of jurisdiction.

On March 9, 2021, the Company filed a motion to dismiss based on FT Global’s failure to state a claim which is pending before the

On November 10, 2021, the Court entered an Order granting the Company’s motion to dismiss FT Global’s fraud claim and

breach of contract claim as to the disclosure of its confidential and proprietary information.

The Court denied the Company’s motion

to dismiss FT Global’s i) breach of contract claim for failure to pay FT Global pursuant to the terms of the exclusive placement

agent agreement;

ii) claim for breach of the covenant of good faith and fair dealing;

and iii) claim for attorney’s fees, and the

court concluded that additional information can be obtained through discovery.

On October 12, 2022, the Company filed a motion for summary

judgment on all claims asserted by FT Global in this lawsuit.

On November 2, 2022, FT Global filed its opposition to the

Company’s motion for summary judgment.

On November 16, 2022, the Company filed its reply in support of its motion for summary

judgment on all claims asserted by FT Global in this lawsuit.

On August 31, 2023, the Court entered an Order denying the

Company’s motion for summary judgment.

On September 20, 2023, the parties filed a joint motion to extend the deadline to file

the consolidated pretrial order pending mediation of the case by the parties.

On September 21, 2023, the Court granted the

parties’ joint motion to extend the deadline to file the consolidated pretrial order to October 27, 2023.

On October 16, 2023,

the parties mediated the case.

On October 24, 2023, the parties filed another joint motion to extend the deadline to file the

consolidated pretrial order.

On October 27, 2023, the Court granted the parties’ joint motion to extend the deadline to file

the consolidated pretrial order to November 17, 2023 and set the case for trial on January 8, 2024.

Subsequently, the Court approved

an extension of the deadline to file a pretrial order to December 1, 2023.

The Court has also rescheduled the trial to

commence on April 8, 2024.

The trial began on April 8, 2024 and ended on April 11, 2024, on which date the jury returned a verdict

in favor of FT Global and the Court entered a judgment awarding FT Global $ 8,875,265.31 .

On April 12, 2024, FT Global requested that

the Court add $ 1,723,136.44 in prejudgment interest to the judgment amount.

The Company will continue to vigorously defend the

action against FT Global, including by appealing the judgment to the United States Court of Appeals for the Eleventh

On November 2, 2022, FT Global filed its opposition to the Company’s

motion for summary judgment.

On November 16, 2022, the Company filed its reply in support of its motion for summary judgment on all claims

asserted by FT Global in this lawsuit.

On August 31, 2023, the Court entered an Order denying the Company’s motion for summary judgment.

The trial began on April 8, 2024 and ended on April 11, 2024, on which date the jury returned a verdict in favor of FT Global.

11, 2024, the Court entered a judgment awarding FT Global $ 8,875,265.31 and on April 16, 2024, the Court issued an amended judgment, awarding

FT Global $ 10,598,379.93 , which includes $ 7,895,265.31 in damages, $ 1,723,114.62 in prejudgment interest, and $ 980,000.00 in attorney’s

On May 9, 2024, the Company filed a post-trial motion to set aside the jury verdict and for a new trial and the Court denied

the motion on March 3, 2025.

The Company filed notice of appeal to appeal the judgement to the United States Court of Appeals for the

Eleventh Circuit on April 2, 2025 and the Company will continue to vigorously defend the action against FT Global.

FT Global has registered the Court’s judgment

in the United States District Court for Southern District of New York (“NY Court”), where FT Global has brought a motion requiring

the Company to turn over its stock in its subsidiary companies.

The Company has filed an opposition to the motion, arguing that

according to the New York statute the NY Court should first determine that the value of the stock in the subsidiary is insufficient to

satisfy the judgment as the Company believe the request for turnover is premature before a valuation hearing.

On August 28, 2024, NY Court

granted FT Global’s motion for turnover of Defendant’s shares in Defendant’s wholly-owned subsidiaries as Defendant

1) failed to satisfy the $ 10.8 million judgment rendered in the Northern District of Georgia and registered in the Southern District of

New York, and 2) is in possession of money and property in which it has an interest.

The NY Court ordered Defendant shall turn over the

shares, membership, or limited partnership interests in all of its subsidiaries, and the corporate seals of its China and Hong Kong-based

subsidiaries, to the U.S.

Marshal for auction or sale until the judgment is satisfied.

Pursuant to the order issued by the United States

District Court for the Southern District of New York on August 28, 2024, the United States Marshal for the Southern District of New York

Marshal”) sold the securities of the subsidiaries of the Company other than those in Hong Kong and China in auction of:

(i) all of the membership interests in Future Fintech Digital Capital Management LLC;

(ii) all of the outstanding shares of FTFT UK Limited;

(iii) the corporate seal of DigiPay FinTech Limited;

(iv) the corporate seal of GlobalKey SharedMall Limited;

(iv) all of the outstanding

shares of Future Fintech Labs Inc.;

and (v) all of the outstanding shares of Future Fintech Digital Number One GP, LLC (USA) to Alec Orudjiev,

the general counsel of FT Global for $ 25,000 on December 18, 2024.

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 Company has appealed the turnover order of the NY Court for the auction of securities

of the subsidiaries of the Company in Hong Kong and China to the United States Court of Appeals for the Second Circuit and is waiting

for the final decision of the Court of Appeals.

On February 6, 2025, FT Global filed a motion (“Motion”) in the NY Court,

amended on February 12, 2025, seeking a turnover order for 39,825,939 (before 1 for 10 reverse split) unissued shares of the Company’s

common stock for sale to satisfy the judgement.

The amended motion directs the requested relief not only at the Company but also

at Transhare Corporation, the Company’s Florida-based transfer agent.

The Company believes the Motion lacks merit, as the issuance

of unissued shares in this manner would violate corporate governance principles, Florida corporate law, and federal securities regulations.

The Company has opposed the Motion, which is now fully briefed and awaits decision by the NY Court.

Shareholders Lawsuit

(LaBelle and Janzen)

The LaBelle case is

a putative securities class action filed in January 2024 and is pending in the District of New Jersey.

Denise LaBelle (“Plaintiff”)

alleges that the Company and certain of its officers violated Sections 10(b) and 20(a) of the Securities Exchange Act by making materially

false or misleading statements in the company’s public filings and disclosures relating to the former Chief Executive Officer of

the Company Mr.

Shanchun Huang and charges filed by the SEC against Mr.

Shanchun Huang with manipulative trading in the stock of the

Company using an offshore account shortly before he became the Company’s CEO in 2020 and failing to disclose his beneficial ownership.

Huang has denied the allegations of trading before he became CEO.

Plaintiff claims that these alleged misstatements caused the

Company’s stock to trade at artificially inflated prices, harming investors when the truth was revealed.

The lead plaintiff

and lead counsel were appointed in September 2024.

The Company was served in September 2024, and the Plaintiff is currently seeking

substituted service on the individual defendants.

Once service is resolved, the Plaintiff is expected to file an amended complaint,

which the Company and other defendants intend to move to dismiss.

The Janzen action is

a consolidated shareholder derivative case filed by Jeff Janzen on May 31, 2024, also pending in the District of New Jersey, brought

nominally on behalf of Future FinTech.

Plaintiff alleges that certain current and former officers and directors breached fiduciary

duties by allowing or failing to prevent the same alleged misconduct at issue in LaBelle, including mismanagement and misleading public

The derivative case has been stayed by stipulation, pending resolution of the anticipated motion to dismiss in LaBelle,

but plaintiff has reserved the right to participate in mediation and settlement discussions relating to the class action.

RISKS AND UNCERTAINTIES

Impact of COVID-19

In December 2019, a novel strain of

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

On March 11, 2020, the World Health

Organization characterized the outbreak as a “pandemic”.

In early 2020, Chinese government took emergency measures

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

facilities in China.

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

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

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

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

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

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

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

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

and facilities in these cities.

In December 2022, the Chinese government eased its strict zero COVID-19 policy which resulted

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

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

through meetings and conferences.

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

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

new members for its online e-commerce platforms.

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

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

authority on March 7, 2024.

While the potential economic impact brought by

new variants of COVID-19 may be difficult to assess or predict, a widespread pandemic could result in significant disruption of global

financial markets, reducing our ability to access capital, which could negatively affect our liquidity.

Further, as we do not have access

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

event that we require additional capital.

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

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

are substantial uncertainties regarding the interpretation and application of PRC laws and regulations including, but not limited to,

the laws and regulations governing our business and the enforcement and performance of our arrangements with customers in certain circumstances.

We are considered foreign persons or foreign funded enterprises under PRC laws and, as a result, we are required to comply with PRC laws

and regulations related to foreign persons and foreign funded enterprises.

These laws and regulations are sometimes vague and may be

subject to future changes, and their official interpretation and enforcement may involve substantial uncertainty.

The effectiveness of

newly enacted laws, regulations or amendments may be delayed, resulting in detrimental reliance.

New laws and regulations that affect

existing and proposed future businesses may also be applied retroactively.

We cannot predict what effect the interpretation of existing

or new PRC laws or regulations may have on our business.

concentration risk

the year ended December 31, 2023, two customers accounted for 53.59 % and 32.74 % of the Company’s total revenues.

For the year ended

December 31, 2022, two customers accounted for 52.86 % and 12.29 % of the Company’s total revenues.

concentration risk

For the year ended December 31, 2023, one vendor accounted for 71.96 %

of the Company’s total purchases.

For the year ended December 31, 2022, two vendors accounted for 18.85 % and 15.87 % of the Company’s

total purchases.

PRC Regulations

There are substantial uncertainties regarding

the interpretation and application of PRC laws and regulations including, but not limited to, the laws and regulations governing our business

and the enforcement and performance of our arrangements with customers in certain circumstances.

We are considered foreign persons or

foreign funded enterprises under PRC laws and, as a result, we are required to comply with PRC laws and regulations related to foreign

persons and foreign funded enterprises.

These laws and regulations are sometimes vague and may be subject to future changes, and their

official interpretation and enforcement may involve substantial uncertainty.

The effectiveness of newly enacted laws, regulations or amendments

may be delayed, resulting in detrimental reliance.

New laws and regulations that affect existing and proposed future businesses may also

be applied retroactively.

We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our

Customer concentration risk

For the year ended December 31, 2024, two customers

accounted for 35.86 % and 13.57 % of the Company’s total revenues.

For the year ended December 31, 2023, one customer accounted for

85.84 % of the Company’s total revenues.

Vendor concentration risk

For the year ended December 31, 2024, one vendor

accounted for 90.77 % of the Company’s total purchases.

For the year ended December 31, 2023, one vendor accounted for 87.58 % of

the Company’s total purchases.

SUBSEQUENT EVENTS

March 7, 2024, Chain Cloud Mall Network and Technology (Tianjin) Co., Limited was dissolved and deregistered, amount was $ 616,411 .

The Company has evaluated subsequent events through

the date of the issuance of the consolidated financial statements and no subsequent event is identified.

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

What changed 10-K

Item 9A. Controls and Procedures