What changed in this filing

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Item 9A. Controls and Procedures

2026-03-18 compared with 2025-04-15 · 1218 added, 1460 removed, 862 unchanged (76% of the section changed)

2 unchanged sentences

Our management, with the participation of our

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

15d-15(e) of the Exchange Act, as of December 31, 2024.

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

and 15d-15(e) of the Exchange Act, as of December 31, 2025.

The term “disclosure controls and procedures”

3 unchanged sentences

Disclosure controls and procedures include, without

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

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

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

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

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

Management recognizes that any

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

Management recognizes that

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

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

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includes those policies and procedures that:

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

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

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

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

pertain to the maintenance of records that, in reasonable

detail, accurately and fairly reflect the transactions and dispositions of our assets;

provide reasonable assurance that transactions are recorded as necessary

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

GAAP, and that receipts and expenditures are being made only

in accordance with authorizations of our management and directors;

provide reasonable assurance regarding prevention or timely detection

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

Because of its inherent limitations, internal

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and CFO concluded that our internal control over financial reporting as of December 31, 2025 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.

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.

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.

Changes to Internal Control over Financial

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ITEM 9B - OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTIONS.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT

Not applicable.

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Directors and Executive Officers

The following table sets forth as of April 11,

2025, the names, positions and ages of our current executive officers and directors.

Our directors serve until the next annual meeting

of shareholders or until their successors are elected and qualified.

Our officers are elected by the Board and their terms of office are,

except to the extent governed by an employment contract, at the discretion of the Board.

Name of Current Director

and/or Executive Officer

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

Chief Financial Officer (“CFO”)

Chief Operating Officer (“COO”)

Fuyou Li (4)(5)

Independent Director and Chairman of the Board of Directors

The following table sets forth as of March 16, 2026, the names, positions

and ages of our current executive officers and directors.

Our directors serve until the next annual meeting of shareholders or until their

successors are elected and qualified.

Our officers are elected by the Board and their terms of office are, except to the extent governed

by an employment contract, at the discretion of the Board.

Name of Current Director and/or

Executive Officer

Chief Executive Officer (“CEO”) and Director

Ting Ouyang (2)

Chief Financial Officer (“CFO”) and Director

Chairman of the Board, a member of the Audit Committee and a member

of Compensation Committee of the Company

Mingyong Hu (4)

Independent Director

Independent Director, Chairman of the Audit Committee and a member

of Compensation Committee

Mingjie Zhao (5 )

Independent Director

Vice President and Director

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.

Member of the audit committee and compensation committee.

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

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.

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.

Hu’s significant experience in investment

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

Ming Yi, Chief Financial Officer

On November 30, 2020, the Board of the Directors

appointed Mr.

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

served as an independent director of Hudson Capital Inc.

HUSN) since March 31, 2020.

Yi was the Chief Financial Officer

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

From June 2011 to August 2018, Mr.

Yi was the Chief Financial Officer and a board member

of Wave Sync Corp.

(formerly known as China Bio-Energy Corp).

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

Certified Public Accountants Co.

Form July 2007 to August 2010, Mr.

Yi was a senior auditor at Ernst & Young.

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

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

Yi is a Certified Public Accountant in Australia .

Peng Lei, Chief Operating Officer

On July 28, 2023, the Company appointed Mr.

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

Peng Lei has served as general manager of

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

From July 2019 to July 2022, Mr.

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

and Ningbo Tielin Supply Chain Management Co.,

From March 2014 to July 2019, Mr.

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.

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

Fuyou Li has served as a member of the Board

and a member of the audit and compensation committees of the Board since May 8, 2015.

Li was appointed as the Chairman of the Board

Independent Director, and Chairman of the Compensation Committee and

a member of Audit Committee

Hu Li was appointed as CEO, President and a member of the Board of

Directors of the Company on August 5, 2024.

Ting Ouyang was appointed as CFO and Director of the Company on June

David Xu was appointed as the Chairman of the Board of the Company

on June 26, 2025.

Li graduated from Xi’an Jiaotong University with a doctor’s degree in economics.

He has taught international

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

The Board believes his qualifications, professional

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

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.

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.

Hu Li, Chief Executive Officer and Director

Hu 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,

and as Corporate Secretary of the Company since June 2019.

Since September 2021, he has served as an independent Director of Shineco

Li served as the chief supervisor of Anhui Yihai Mining Equipment Co., Ltd., a public company in the China NEEQ

stock 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.

Ting (Alina) Ouyang, Chief Financial Officer

Ouyang, age 41, has served as the Financial Controller of the Company

since August 2020.

Prior to that, Ms.

Ouyang served as the Chief Financial Officer of Weath Index Capital Group from March 2016 to September

Ouyang served as Internal Control Manager of the Company from September 2020 to December 2023, and as Financial Controller since

December 2023.

Ouyang is a Certified Management Accountant (CMA) in the United States.

Ouyang has over 10 years of senior financial

management experience and is proficient in financial disclosures, ESG reporting, and investor relations for public companies listed in

China, the United States, and Hong Kong.

She has led multiple cross-border mergers and acquisitions as well as financing projects and

is fluent in English and Mandarin.

Ouyang obtained her bachelor’s degree in Business Administration from Beijing Union University

Xu, Chairman of the Board, a member of the audit committee and a member of compensation committee

David Xu, age 39, has extensive experience in financial services,

enterprise management, and investment banking.

From July 2022 to May 2025, Mr.

Xu served as a middle and senior manager at China CITIC,

a comprehensive financial services provider, where he was responsible for assisting companies in going public.

From June 2020 to July

2022, he served as a middle manager at China Construction Bank, where he focused on helping companies secure funding and complete initial

public offerings.

Xu has been deeply involved in the listing projects of several prominent companies in both China and overseas capital

He possesses in-depth knowledge of the listing procedures, regulatory frameworks, and market environments across major international

capital markets.

Xu obtained his master’s degree in Business Administration from The Australian National University in 2020

and his master’s degree in Law from the University of International Business and Economics in 2011.

Mingyong Hu, member of the Board, Chairman of the Audit Committee

and a member of Compensation Committee

Mingyong Hu, age 47, 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.

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.

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.

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

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

July 15, 2020.

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

a partner and executive deputy general manager of Zhonghao Investment Group Co., Ltd.

Mingjie Zhao, member of the Board and Chairman

of the Compensation Committee and a member of Audit Committee

Mingjie Zhao was appointed as a member of

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

Zhao has served

as a director of New York Hua Yang, Inc.

since April 2018.

From July 2016 to March 2018, Mr.

as Chief Executive Officer of TD Holdings, Inc.

Zhao served as Chief Executive Officer of

TD Holdings, Inc.

(formerly known as China Commercial Credit Inc.

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

Zhao was the Chief Operating Officer and

a director of New York Hua Yang, Inc.

from September 2011 to July 2016.

Zhao obtained his Master of Business

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

University in Shanghai, China in July 1985.

Zhao obtained his Master of Business Administration degree

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

China in July 1985.

The Board believes that Mr.

Zhao’s experience and extensive knowledge in management

and public company is essential to the Compan y.

Ying Li, Director and Vice President

Ying Li was appointed as a member of the Board

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

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.

All of our directors and officers reside outside

of the United States, except for Mr.

Mingjie Zhao.

Peng Lei, Mr.

Ying Li and Fuyou Li reside in China.

Ting Ouyang, Mr.

Mingyong Hu, Mr.

David Xu reside in China.

Board Diversity Matrix

Board Diversity Matrix (As of April 11, 2025)

Diversity Matrix (As of March 16, 2026)

Total Number of Directors

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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, 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, 2025,.

Code of Ethics

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Committees of the Company’s Board of Directors

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.

The Board held 12 regularly scheduled and special meetings during fiscal

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

they served during the fiscal year.

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

All of our directors attended the December 12, 2025 shareholders annual meeting by tele-conference or in person.

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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.

David Xu and Mingjie 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 4 meetings during fiscal year 2025, and all audit committee

members attended each of those meetings.

Our Board has determined that Mr.

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.

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 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.

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.

Compensation Committee

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.

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

David Xu and Mingjie Zhao currently serve on the compensation committee, which is chaired by Mr.

Mingjie Zhao.

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

No interlocking relationship exists between the Board or the compensation committee and the Board or compensation committee of any

other company, nor has any interlocking relationship existed during the last fiscal year.

The compensation committee held 4 meetings during

fiscal year 2025.

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

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The full Board currently serves this function.

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

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

The independent directors of the Board will assess all candidates,

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

Other than the Rule 14a-19 under

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

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.

than the Rule 14a-19 under the Exchange Act, there have been no material changes to the procedures by which security holders may recommend

nominees to the Board.

Board Leadership Structure

Our Board of Directors is currently comprised

of five members, including three independent directors who serve as members of our audit committee and compensation committee.

leadership structure consists of a Chairman of the Board.

Our Board of Directors is currently comprised of five members, including

three independent directors who serve as members of our audit committee and compensation committee.

Our Board leadership structure consists

of a Chairman of the Board.

Currently, Mr.

Fuyou Li, an independent director, serves as Chairman of

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

David Xu, an independent director, serves as Chairman of the Board.

The Board of Directors

believes that this leadership structure, with Mr.

David Xu serving as the Chairman and Mr.

Hu 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.

In addition to chairing the Board, Mr.

David Xu is a member of the

Audit and Compensation Committees.

Board independence and oversight of the senior

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management, the nomination of directors.

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

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

leadership structure.

Compensation Committee Interlocks and Insider Participation

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The key objectives of our executive compensation programs are to:

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

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

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

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Stock Incentive Plans

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.

2025 Omnibus Equity Plan, which was approved by the shareholders at the shareholders annual meeting on December 12,

2025, to provide equity awards to employees, directors and consultants of the Company (the “2025 Plan”).

There are 5,000,000

shares of commons stock available for awards under 2025 Plan (All the share numbers stated here are before the 1 for 4 reverse stock split

effected in January 20, 2026).

As of December 31, 2025, no awards had been granted under the plan, and no shares were subject to outstanding

options, warrants, or other rights.

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

FinTech Group Inc.

2024 Omnibus Equity Plan (the “2024 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 Plan.

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

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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.

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.

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)

4 unchanged sentences

Our executive compensation program is designed

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

our goals, ideas and objectives.

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

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

This in turn aligns the interest of our executive

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

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

of our goals, ideas and objectives.

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

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

This in turn aligns the interest of our

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

Determining Executive Compensation

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

The compensation committee

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

The compensation

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

Employment Agreements

3 unchanged sentences

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

On November 16, 2020,

the Company entered into an employment agreement with Mr.

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

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

The agreement provides that Mr.

Liu receives compensation in the amount of $1 per

On July 27, 2023, Mr.

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

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

On July 28, 2023, the Board of Directors of the Company appointed Mr.

Peng Lei as the COO of the Company.

In connection with his appointment as COO,

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

In connection with his appointment as COO, the Company entered into an employment agreement (the “Agreement”)

Peng Lei on August 1, 2023.

The Agreement provides

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

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.

Yi receives compensation in the amount of $4,000 per month before tax.

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 which was renewed until August 1, 2025.

On June 13, 2025, the Company received a

resignation letter from Mr.

Peng Lei to resign from his position as the Chief Operating Officer (“COO”) of the Company, effective

on June 15, 2025.

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.

The agreement provides that Mr.

compensation in the amount of $4,000 per month before tax.

Ming Yi resigned from his position as the CFO of the Company, effective

on June 25, 2025.

On June 26, 2025, the Board appointed Ms.

Ting (Alina) Ouyang as a director of the Board and the CFO of the Company,

effective immediately, to fill the vacancy following the resignation of Ms.

The Agreement provides that Ms.

Ouyang will receive

compensation in the amount of $2,500 per month before tax and the term of the Agreement is for three (3) years.

On September 22, 2025,

the Company approved an increase in Ms.

Ouyang’s monthly salary to $4,200.

Summary Compensation of Named Executive Officers

6 unchanged sentences

Non-Qualified

Yongke Xue (1)

Ting Ouyang(4)

Shanchun Huang (5)

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

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.

Yi as the CFO of the Company.

Ming Yi as the CFO of the Company.

On June 25, 2025, the Board of Directors (the “Board”) of the Company received a resignation letter from Mr.

Ming Yi to resign from his positions as the Chief Financial Officer (“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,

Hu Li was appointed ad CEO and President of the Company.

On June 13, 2025, the Company received a resignation letter from Mr.

Peng Lei to resign from his position as the Chief Operating Officer (“COO”) of the Company, effective on June 15, 2025.

On June 26, 2025, the Board appointed Ms.

Ting (Alina) Ouyang as a director of the Board and the CFO of the Company, effective immediately, to fill the vacancy following the resignation of Ms.

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.

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

Outstanding Equity Awards at December 31, 2025

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Compensation of Directors

The following table sets forth information concerning

cash and non-cash compensation paid by us to our directors during 2024.

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

compensation paid by us to our directors during 2025.

Non-Qualified

Shanchun Huang(1)

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.

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

Before June 30, 2021, Mr.

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

On June 23, 2021, the Board appointed Mr.

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

On December 23, 2014, the Board appointed Johnson Lau as a member of the Board of Directors of the Company and he 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.

Ting Ouyang (7)

On June 20, 2025, Ying Li resigned from her positions as a director of the Board and the Vice President of the Company.

On June 20, 2025, Mr.

Fuyou Li resigned from his position as the Chairman of the Board and as a member of the Board’s audit and compensation committees.

On June 26, 2025, the

Board appointed Mr.

David Xu as the Chairman of the Board and a member of both the audit

committee and compensation committee.

David Xu is entitled for $10,000 per annum as compensation.

On October 1, 2024, Mr.

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.

Johonson (Shun-Pong) Lau.

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

3 unchanged sentences

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

ITEM 12 – SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

On June 26, 2025, the Board appointed Ms.

Ting (Alina) Ouyang as a director of the Board and the CFO of the Company, effective immediately, to fill the vacancy following the resignation of Ms.

ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership of Certain Beneficial Owners and Management

The following table provides information concerning

beneficial ownership of our capital stock as of April 11, 2025, by:

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

The following table provides information concerning beneficial ownership

of our capital stock as of March 16, 2026 by:

each shareholder or group of affiliated shareholders who owns more

than 5% of our outstanding capital stock;

each of our named executive officers;

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executive officers as a group.

The following table lists the number of shares and percentage of shares

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

The Company effected a 1 for 10 reverse

split on April 1, 2025.

Beneficial ownership is determined in accordance with the SEC rules,

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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

and warrants currently exercisable or exercisable within 60 days of March 16, 2026 or issuable upon conversion of convertible securities

which are currently convertible or convertible within 60 days of March 16, 2026 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

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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

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

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

Unless otherwise indicated in the footnotes,

the principal address of each of the shareholders, named executive officers, and directors below is c/o Future FinTech Group, Inc., 02B-03A,

23/F, Sino Plaza, 255-257 Gloucester Road, Causeway Bay, Hong Kong.

Shares Beneficially Owned

3 unchanged sentences

5% or Greater Shareholders

Zeyao Xue (1)

Wealth Index Capital Limited *

All 5% or Greater Shareholders

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

TRANSACTIONS, AND DIRECTOR INDEPENDENCE

For details of related party transactions, see

Note 16 “Related Party Transaction” to our consolidated financial statements.

Shanchun Huang, indirectly and directly beneficially owns 2,250,000

shares, or approximately 42.93% of our outstanding common stock as of March 16, 2026.

Wealth Index Capital Limited (the “WICL”)

is the record shareholder directly holds 2,250,000 shares of the Company’s common stock, representing approximately 42.93% of the

Company’s 5,240,544 outstanding shares of common stock as of March 16, 2026 based on information from the Company’s transfer

Shanchun Huang is the sole member of WICL, holds 100% ownership in WICL.

Huang may be deemed a beneficial owner

of the 2,250,000 shares of the Company’s common stock directly held by WICL pursuant to Section 13(d)(3) of the Act.

ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND

DIRECTOR INDEPENDENCE

For details of related party transactions, see Note 14 “Related

Party Transaction” to our consolidated financial statements.

Director Independence

We currently have five directors.

current directors, Messrs.

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

current directors, Mr.

Mingyong Hu, David Xu 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

the rules of the NASDAQ Capital Market.

ITEM 14 – PRINCIPAL ACCOUNTING FEES AND

The following table shows the fees that we paid

or accrued for audit and other services for fiscal years 2024 and 2023.

All of the services described in the following fee table were

approved in conformity with the audit committee’s pre-approval process.

ITEM 14 - PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table shows the fees that we paid or accrued for audit

and other services for fiscal years 2025 and 2024.

All of the services described in the following fee table were approved in conformity

with the audit committee’s pre-approval process.

All Other Fees

The amounts set forth opposite “Audit Fees”

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.

above reflect the aggregate fees billed or billable by auditors Fortune CPA Inc.

(“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.

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

the audit of our fiscal years 2025 and 2024 financial statements.

$295,400 and $354,440 were paid to Fortune CPA for audit of our fiscal

years 2025 and 2024 financial statements, respectively.

1 unchanged sentence

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

pre-approve all audit services and all non-audit services that our independent accountants are permitted to perform for us under applicable

Assurance”) provided professional services for the audit of our fiscal year 2022 financial statements and $63,000 was paid for review

of our 2023 annual report in 2024.

No other fees were incurred or paid during fiscal year 2025 other than disclosed herein.

The Board audit committee’s policy is

to pre-approve all audit services and all non-audit services that our independent accountants are permitted to perform for us under applicable

federal securities regulations.

1 unchanged sentence

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

Any proposed services not qualifying

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

by the audit committee.

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

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

Any proposed services not

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

pre-approval by the audit committee.

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

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

Our audit committee was established in April 2008.

services provided by our auditors in fiscal years 2024 were pre-approved by the audit committee.

Changes in Registrant’s Certified Accountant

On August 2, 2023, the

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

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

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

Onestop Assurance’

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

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

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

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

During the Company’s

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

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

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

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

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

On August 2, 2023, the

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

(“Fortune CPA”) as the

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

The Audit Committee also approved Fortune CPA to

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

During the Company’s

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

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

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

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

or a reportable event as described above;

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

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

The Company reported its change in auditors in

Current Report on Form 8-K,

filed on Augst 8, 2023.

All the services provided by our auditors in fiscal years 2025 were pre-approved by the audit committee.

ITEM 15 - EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

2 unchanged sentences

Annual Report:

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

Financial statements listed in the Index to Financial Statements, filed

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

(b) EXHIBITS:

Exhibit Index

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

Incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed with the Commission on February 28, 2008.

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 (incorporated by

reference to Exhibit 2.1 to our Current Report on Form 8-K filed with the Commission on February 28, 2008.

Securities Transfer Agreement dated November 18, 2025 (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed with the Commission on December 17, 2025).

Second Amended and Restated Articles of Incorporation, dated June 6, 2017.

4 unchanged sentences

Incorporated by reference to Exhibit 3.2 to the Form 8-K filed with the Commission on February 28, 2008.

Amended and Restated Bylaws, dated June 6, 2017.

Incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed with the Commission on June 9, 2017.

Articles of Amendment to the Articles of Incorporation of the Registrant filed with the Department of State of Florida on March 14, 2018.

2 unchanged sentences

Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the Commission on March 23, 2021.

Articles of Amendment to the Articles of Incorporation of the Registrant filed with the Department of State of Florida on March 18, 2021.

Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the Commission on March 23, 2021.

Articles of Amendment to the Second Amended and Restated Articles of Incorporation of the Registrant filed with Department of State of Florida on January 26, 2023.

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.

Articles of Amendment to the Second Amended and Restated Articles of Incorporation of the Registrant filed with Department of State of Florida on March 27, 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 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.

Articles of Amendment to the Second Amended and Restated Articles of Incorporation of the Registrant filed with Department of State of Florida on September 8, 2025.

Articles of Amendment to the Second Amended and Restated Articles of Incorporation of the Registrant filed with Department of State of Florida on January 8, 2026.

Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed with the Commission on January 14, 2026.

Amended and Restated Bylaws, dated August 6, 2025.

Incorporated by reference to Exhibit 3.2 to our Current Report on Form 8-K filed with the Commission on August 26, 2025.

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

38 unchanged sentences

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

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

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

Employment Agreement by and between Future FinTech Group, Inc.

Ting Ouyang, dated September 22, 2025.

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

13 unchanged sentences

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.

Incorporated 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 Future FinTech Group, Inc.

David Xu, dated June 25, 2025.

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.

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.

Form Securities Purchase Agreements dated July 24, 2025.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on July 31, 2025

Form Pre-Paid Securities Purchase Agreements dated July 28, 2025.

Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the Commission on July 31, 2025

Form Pre-Paid Purchase#1 Agreement dated July 28, 2025.

Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the Commission on July 31, 2025

Form Registration Rights Agreement dated July 28, 2025.

Incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed with the Commission on July 31, 2025

Form Pre-Paid Purchase#2 Agreement dated September 22, 2025.

Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the Commission on September 26, 2025.

Waiver Letter dated September 22, 2025.

Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the Commission on September 26, 2025.

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

20 unchanged sentences

Future FinTech Group Inc.

April 15, 2025

March 18, 2026

Chief Executive Officer, President and Director

2 unchanged sentences

KNOW ALL PERSONS BY THESE PRESENTS, that each

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.

person whose signature appears below constitutes and appoints Hu Li and Ting Ouyang, 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

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

the dates indicated.

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

on the dates indicated.

Name and Title

April 15, 2025

March 18, 2026

Chief Executive Officer, President and Director

(Principal Executive Officer and Director)

April 15, 2025

Chief Financial Officer

/s/ Ting Ouyang

March 18, 2026

Chief Financial Officer and Director

(Principal Financial and Accounting Officer)

April 15, 2025

March 18, 2026

Chairman of the Board of Directors and Director

1 unchanged sentence

Mingjie Zhao, Director

April 15, 2025

March 18, 2026

/s/ Mingyong Hu

Mingyong Hu, Director

April 15, 2025

Ying Li, Director

April 15, 2025

March 18, 2026

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

2 unchanged sentences

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Comprehensive Income (Loss)

Consolidated Statements of Changes in Equity

Consolidated Balance Sheets as of December 31, 2025 and 2024

Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024

Consolidated Statements of

Comprehensive Income (Loss) for the Years Ended December 31, 2025 and 2024

Consolidated Statements of Changes in

Equity for the Years Ended December 31, 2025 and 2024 for the Years Ended December 31, 2025 and 2024

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

To the Board of Directors and

29 unchanged sentences

standards of the PCAOB.

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

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

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

37 unchanged sentences

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

April 15, 2025

Garden Grove, CA

March 18, 2026

FUTURE FINTECH GROUP INC.

2 unchanged sentences

Cash and cash equivalents

Short - term investments

Restricted cash

Short - term investment

Accounts receivable, net

Advances to suppliers and other current assets

Loan receivables

Other receivables, net

Amount due from related parties

Assets related to discontinued operations

Contract assets

Investment Funds

Advances to suppliers and other current assets, net

Loan receivables

Amount Due from Related Party

Assets related to discontinued operation-current

TOTAL CURRENT ASSETS

Property, plant and equipment, net

Right of use assets - operation lease

Intangible assets

Property and equipment, net

Right of use assets - operating lease

Intangible assets, net

Debt investment

Assets related to discontinued operation

TOTAL NON-CURRENT ASSETS

Long-term receivable, net

Assets related to discontinued operation-Non current

CURRENT LIABILITIES

3 unchanged sentences

Convertible notes payables

Lease liability - operation lease

Lease liability - current

Amounts due to related parties

2 unchanged sentences

NON-CURRENT LIABILITIES

Lease liability - operation lease

Liability related to discontinued operation

Other non-current liabilities

Lease liability-non-current

TOTAL NON-CURRENT LIABILITIES

TOTAL LIABILITIES

Commitments and contingencies (Note 23)

STOCKHOLDERS’ EQUITY

Future FinTech Group, Inc, Stockholders’ equity

STOCKHOLDER’ EQUITY

Common stock, $ 0.001 par value;

3 unchanged sentences

Statutory reserve

Accumulated deficit

Accumulated deficits

( 223,505,599 )

7 unchanged sentences

( 1,866,066 )

( 1,568,207 )

TOTAL STOCKHOLDERS’ EQUITY

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

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

* All shares and per share data have been retroactively restated to reflect reverse stock split effected on April 1, 2025 and January 8, 2026.

The accompanying notes are an integral part of

these consolidated financial statements.

FUTURE FINTECH GROUP INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE

INCOME (LOSS)

FINTECH GROUP INC.

STATEMENTS OF OPERATION AND COMPREHENSIVE LOSS

For the Years Ended

1 unchanged sentence

General and administrative expenses

Research and development expenses

Stock-based compensation

Selling expenses

Provision (Recovery) of doubtful debts

Impairment loss

Allowance for credit losses/doubtful accounts

Total operating expenses

2 unchanged sentences

( 32,885,599 )

Other (expenses) income

Other income (expenses)

Interest income

Interest expenses

Other (expenses) income, net

( 1,319,982 )

( 10,541,007 )

Total other expenses, net

Amortization of debt issuance costs

Gain on Debt Restructuring

Other income (expenses), net

( 1,436,931 )

Total other income (expenses), net

Loss from Continuing Operations before Income Tax

6 unchanged sentences

( 33,739,005 )

Discontinued Operations (Note 21)

Discontinued Operations

Loss from discontinued operations

( 1,574,978 )

Gain on disposal of discontinued operations

1 unchanged sentence

$ ( 33,179,687 )

Net Loss attributable to non-controlling interests of discontinued operations

Net Income (Loss) attributable to non-controlling interests of discontinued operations

Net Loss attributable to non-controlling interests of continued operations

3 unchanged sentences

Other comprehensive income (loss)

Loss from continued operations

$ ( 34,233,842 )

$ ( 32,827,403 )

Foreign currency translation – continued operations

Comprehensive loss - continued operation

Loss from continuing operations

$ ( 30,946,254 )

$ ( 33,739,005 )

Gain (Loss) from discontinued operations

Foreign currency translation - Continuing Operations

Comprehensive Loss - Continuing Operations

$ ( 30,382,694 )

Foreign currency translation - discontinued operation

Comprehensive income (loss) - discontinued operation

$ ( 33,931,451 )

Income from discontinued operations

Foreign currency translation - Discontinued Operations

Comprehensive Income - Discontinued Operations

Comprehensive Loss

1 unchanged sentence

$ ( 33,219,249 )

Net loss attributable to non-controlling interests of continued operations

Net loss attributable to non-controlling interests of discontinued operations

Comprehensive income attributable to non-controlling interests of continuing operations

Comprehensive income (loss) attributable to non-controlling interests of discontinued operations

COMPREHENSIVE LOSS ATTRIBUTABLE TO FUTURE FINTECH GROUP, INC.

1 unchanged sentence

$ ( 32,995,434 )

Earnings (loss) per share:

Basic loss per share from continued operation

Basic earnings (loss) per share from discontinued operation

Diluted Earnings (loss) per share:

Diluted loss per share

Diluted earnings (loss) per share from discontinued

Earnings per share:

Basic earnings per share from continuing operation

Basic earnings per share from discontinued operation

Diluted Earnings per share:

Diluted earnings per share from continuing operation

Diluted earnings per share from discontinued operation

Weighted average number of shares outstanding

* Reclassification- certain reclassifications have been made to the financial statements for the period ended December 31, 2023 to conform to the presentation for the period ended December 31, 2024, with no effect on previously reported net income (loss).

The accompanying notes are an integral part of

these consolidated financial statements.

FUTURE FINTECH GROUP INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’

FINTECH GROUP INC.

CONSOLIDATED STATEMENTS

OF CHANGES IN EQUITY

comprehensive

Non-controlling

Balance at December 31, 2023

$ 233,908,386

Issuance of common stocks-non cash

Net loss from continued operation

Net loss from discontinued operations

Contribution by non-controlling interests

$ ( 185,929,662 )

$ ( 4,094,276 )

$ ( 1,568,207 )

Issuance of common stocks-cash

Issuance of common stocks-conversion of debt

Net loss from continuing operations

( 33,739,005 )

Net income from discontinued operations

Share-based payments-omnibus equity plan

Disposition of Discontinued operation

Foreign currency translation adjustment

Disposition of discontinued operation

Balance at December 31, 2024

$ 237,498,011

Issuance of common stocks-conversion of debt

$ ( 218,885,534 )

$ ( 4,248,561 )

$ ( 1,866,066 )

Issuance of common stocks-cash

Net loss from continued operation

Issuance of common stocks-conversion of debt

Issuance of common stocks - Debt Restructuring

Net loss from continuing operations

( 30,946,254 )

Net income from discontinued operations

Effect to rounding fractional shares into whole shares upon reverse stock split

Share-based payments-omnibus equity plan

Disposition of Discontinued operation

Pending Equity Settlement

Pre-delivery ordinary shares for conversion of convertible notes payables

Commitment Shares for conversion of convertible notes payables

Foreign currency translation adjustment

Disposition of discontinued operation

Balance at December 31, 2025

$ 271,044,885

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

reverse stock split effected on February 1, 2023.

$ ( 223,505,599 )

$ ( 3,685,001 )

All shares and per share data have been retroactively restated to reflect reverse stock split effected on April 1, 2025 and January 8, 2026.

The accompanying notes are an integral part of

1 unchanged sentence

FUTURE FINTECH GROUP INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Year Ended

CONSOLIDATED CASH FLOW

For the Years Ended

Cash Flows from Operating Activities:

1 unchanged sentence

$ ( 33,179,687 )

Net income (loss) from discontinued operation

( 1,188,496 )

Net loss from continuing operations

Net income from discontinued operation

Net loss from continuing operation

( 30,946,254 )

1 unchanged sentence

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

Provision (Recovery) of doubtful debts

Impairment of goodwill

Impairment of short term investment

Interest expenses related to convertible note

Loss from disposal of property and equipment

Amortization of debt issuance costs

Allowance for credit losses/doubtful accounts

Share-based payments

Gain on Debt Restructuring

( 2,979,948 )

Interest expenses related to convertible note

Changes in operating assets and liabilities:

Accounts receivable

Other receivables

Other receivable

( 27,237,305 )

( 11,149,714 )

Contract assets

Advances to suppliers and other current assets

3 unchanged sentences

( 1,082,415 )

Accrued expenses and other payables

( 2,352,733 )

Accrued expenses

( 1,188,847 )

Advances from customers

Net cash used in operating activities – continued operations

Other non-current liabilities

Net Cash Used in Operating Activities from Continuing Operations

( 31,771,593 )

( 20,434,271 )

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

Net Cash Provided by Operating Activities from Discontinued Operations

Cash Flows from Investing Activities:

Additions to property, plant and equipment

Disposal of property and equipment

Additions to loan receivables

Additions to property and equipment

Debt investment

( 1,544,580 )

Repayment of loan receivable

Payment for Short term Investment

Increase of Financial Products

Debt investment

Payment for loan receivable

Repayment of loan receivable

Reserve for business acquisition

( 29,933,296 )

Acquisition of a subsidiary, net of cash

Disposal of a subsidiary, net of cash

Net Cash Used in Investing Activities from Continuing Operations

( 28,957,019 )

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

( 1,720,443 )

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

( 3,589,582 )

Proceeds from amounts due from related parties, net

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

Proceeds received from investors for convertible notes payable of pre-delivery ordinary shares

Proceeds from convertible notes payables

Proceeds from (Payment made for) amounts due from related parties, net

Repayment of amounts due to related parties, net

Proceeds from secured convertible promissory note

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

( 2,405,804 )

Net Cash Provided by Financing Activities from Continuing Operations

Net Cash Provided by Financing Activities from Discontinued Operations

Effect of change in exchange rate

NET DECREASE IN CASH AND CASH EQUIVALENTS

( 12,570,124 )

Effect of Exchange Rate Changes on Cash and Restricted Cash

Net Increase (Decrease) in Cash and Restricted Cash

( 11,250,449 )

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

Cash and Restricted Cash, from the continuing operations beginning of Year

Cash and Restricted Cash at end of Year

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

( 1,619,413 )

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

SUPPLEMENTARY DISCLOSURE OF SIGNIFICANT NON-CASH TRANSACTION

Conversion of debt

SUPPLEMENTAL CASH FLOW INFORMATION:

Income taxes paid

Interest paid

Cash and Restricted Cash from the discontinued operations, end of year

Cash and Restricted Cash, from the continuing operations end of year

Noncash activities

Issuance of common stocks for conversion of debts

Debt settlement by issuance of common stock

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid for interest

The accompanying notes are an integral part of

7 unchanged sentences

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 has historically been 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 has

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

business of the Company includes supply chain financing services and trading in China.

The Company also expanded into brokerage and investment

banking business in Hong Kong.

The Company had a contractual arrangement 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

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

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

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

(the “Company”)

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

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

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

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

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

Alpha SZ provides technical support services

The share transfer transaction was approved by the Securities and Futures Commission of Hong Kong (“SFC”)

in August 2023 and the acquisition was closed on November 7, 2023.

The names of the two entities were subsequently changed to ‘FTFT

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

Ltd.’, respectively.

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

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

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

The Company has changed its name

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

On October 30, 2023, Future FinTech (Hong

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

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

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

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

On January 26, 2023, the Company filed with the

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

Articles of Incorporation, as amended (“Articles of Incorporation”).

As a result of the Amendment, the Company has authorized

and approved a 1-for-5 reverse stock split of the Company’s authorized shares of common stock from 300,000,000 shares to 60,000,000

shares, accompanied by a corresponding decrease in the Company’s issued and outstanding shares of common stock (the “Reverse

Stock Split”).

2023 and completed deregistration and dissolution of the VIE with local authorities on March 7, 2024.

On March 27, 2025, the Company filed with the Florida Secretary of

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

as amended (“Articles of Incorporation”).

As a result of the Amendment I, the Company has authorized and approved a 1-for-10

reverse stock split of the Company’s authorized shares of common stock from 60,000,000 shares to 6,000,000 shares, accompanied by

a corresponding decrease in the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split I”).

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

The Company rounds up to the next full share of the Company’s

shares of common stock any fractional shares that result from the Reverse Stock Split and no fractional shares is issued in connection

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

have resulted from the Reverse Stock Split.

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

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

The amendment to the Articles of Incorporation of the Company took effect on

February 1, 2023.

The Reverse Stock Split and Amendment were authorized and approved by the Board of Directors of the Company without

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

The 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

our December 31, 2024 and December 31, 2023 statements of changes in stockholders’ equity, and in per share data for all periods

The Company rounded up the fractional shares that resulted from the Reverse Stock

Split I and no fractional shares were issued in connection with the Reverse Stock Split I and no cash or other consideration will be paid

in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split I.

No changes are being made

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

The amendment

to the Articles of Incorporation of the Company took effect at 1:00 pm E.T.

on April 1, 2025.

On September 2, 2025, the Company held a special

meeting of stockholders (the “Special Meeting”).

At the Special Meeting, the shareholders approved the Third Amended and Restated

Articles of Incorporation to increase the number of authorized shares of common stock from 6,000,000 to 600,000,000 .

On January 8, 2026, the Company filed with the Florida Secretary of

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

as amended (“Articles of Incorporation”).

As a result of the Amendment II, the Company has authorized and approved a 1-for-4

reverse stock split of the Company’s authorized shares of common stock from 600,000,000 shares to 150,000,000 shares, accompanied

by a corresponding decrease in the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split II”).

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

The Company rounded up the fractional shares that resulted from the Reverse Stock

Split II and no fractional shares were issued in connection with the Reverse Stock Split II and no cash or other consideration will be

paid in connection with any fractional shares that would otherwise have resulted from the Reverse Stock Split II.

No changes are being

made to the number of preferred shares of the Company which remain as 10,000,000 preferred shares as authorized but not issued.

The amendment

to the Articles of Incorporation of the Company took effect at 1:00 pm E.T.

on January 8, 2026.

Both of the reverse stock splits described above

would be reflected in the Company’s December 31, 2025 and 2024 statements of changes in stockholders’ equity, and in per

share data for all periods presented.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of preparation and principle of consolidation

These consolidated financial statements (“financial

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

Basis of presentation and principles of consolidation

The consolidated financial statements of the Company

have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

and pursuant to the rules and regulations of the U.S.

Securities Exchange Commission (the “SEC”).

The accompanying consolidated

financial statements include the financial statements of the Company and its subsidiaries.

All intercompany balances and transactions

are eliminated upon consolidation.

The Company’s functional currency of subsidiaries

1 unchanged sentence

Other subsidiaries outside of China use U.S.

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.

Dollar (“USD”), Hong Kong

Dollar (“HKD”), Great Britain Pound (“GBP”) and AED (“United Arab Emirates Dirham”) as the functional

however, the accompanying consolidated financial statements have been translated and presented in USD.

According to US GAAP Accounting Standard Codification

4 unchanged sentences

court decree.

The consolidated financial statements include

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 16, 2023, QR (HK) Limited was dissolved

and deregistered.

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

was dissolved.

On March 7, 2024, Chain Cloud Mall Network and

5 unchanged sentences

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).

Limited (“NTAM”) was disposed of for a consideration of $ 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.

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

The gain on disposal was $ 3.42 million.

On February 3, 2025, FTFT UK LIMITED, FTFT Finance UK Limited, Future

Fintech Digital Number One US, LP, Future Fintech Digital Number One Offshore, LLC (Cayman), Future Fintech Digital Number One GP, LLC

(USA), FTFT Digital Number One, Ltd.

(Cayman), Future FinTech Labs Inc, Future Fintech Digital Capital, FTFT CAPITAL INVESTMENTS, DigiPay

FinTech Limited, DCON DigiPay Limited-JPN and Global Key Shared Mall Ltd were disposed of for a consideration of US$ 25,000 after a court

auction sale.

The gain on disposal was $ 28.26 million.

On December 16, 2025, Future Commercial Management

(Hainan) Co., Ltd.

was disposed of for a consideration of $ 1.4 million (RMB 10.0 million).

The gain on disposal was $ 52,749 .

Based on the disposal plan and in accordance with

1 unchanged sentence

Segment Information Reclassification

The Company classified business segment into asset

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

Uses of Estimates in the Preparation of Financial

The Company classified its business segments into

Trading Commission and Consulting services, Fast-Moving Consumer Goods (“FMCG”), and Supply Chain Financing and Trading.

Uses of Estimates in the Preparation of Financial Statements

The Company’s consolidated financial statements

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

have been prepared in accordance with U.S.

GAAP and this requires management to make estimates and assumptions that affect the reported

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

1 unchanged sentence

The significant areas requiring the use of management estimates

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

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

valuation allowance for deferred tax assets.

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

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

material to our consolidated financial statements.

include, but are not limited to, the expected credit losses for receivables, estimated useful life and residual value of property and

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

allowance for deferred tax assets.

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

may undertake in the future, actual results may ultimately differ from those estimates and such differences may be material to the Company’s

consolidated financial statements.

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

1 unchanged sentence

future business plan.

The Company’s operating losses amounted $ 36.62 million, and it had negative operating cash flows amounted

$ 21.24 million as of December 31, 2024.

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

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

The 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 Company’s operating losses from continuing operations amounted to $ 30.95 million, and it had negative

operating cash flows from continuing operations of $ 31.77 million for the year ended December 31, 2025.

These factors raise substantial

doubts about the Company’s ability to continue as a going concern.

The Company has raised funds through issuance of convertible

notes and common stock.

The ability of the Company to continue as a going

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

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

Research and development

Research and development expenses include salaries,

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

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

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

accompanying financial statements do not include any adjustments that may be necessary if the Company is unable to continue as a going

Impairment of Long-Lived Assets

In accordance with the ASC 360-10, Accounting

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

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

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

industrial changes.

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

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

In accordance with ASC 360-10, Accounting for

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

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

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

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,

7 unchanged sentences

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

Level 1 – Quoted prices in active markets for identical assets

or liabilities.

Level 2 – Input other than Level 1 that

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

quoted prices in markets that are

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 1 - Quoted prices in active markets for

identical assets or liabilities.

Level 2 - Input other than Level 1 that is observable,

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

quoted prices in markets that are not active;

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

Level 3 - Unobservable input that is supported

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

Our cash and cash equivalents and restricted cash

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

Earnings (Loss) Per Share

The Company’s cash and cash equivalents

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

quoted market prices.

Earnings Per Share

Under ASC 260-10, Earnings Per Share , basic

11 unchanged sentences

For the year ended December 31, 2025:

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

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

$ ( 30,946,254 )

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

Basic and Diluted EPS:

Loss to common stockholders from continuing operations

1 unchanged sentence

Income available to common stockholders from discontinued operations

Dilutive EPS:

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 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, 2024:

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 continuing operations attributable to Future Fintech Group, Inc.

$ ( 33,739,005 )

Income from discontinued

operations attributable to Future Fintech Group, Inc.

Loss to common stockholders from continuing operations

$ ( 33,739,005 )

Loss available to common stockholders from discontinued operations

$ ( 1,080,450 )

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.

$ ( 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

Income available to common

stockholders from discontinued operations

Diluted income 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 continuing operations attributable to Future Fintech Group, Inc.

$ ( 33,739,005 )

Cash, cash equivalents and restricted cash

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

Cash and Cash Equivalents

Cash and cash equivalents included cash on hand

2 unchanged sentences

Deposits in banks in the PRC are only insured

by the government up to RMB 500,000 , in the HK are only insured by the government up to HKD 500,000 , in the United Kingdom are only insured

by the government up to GBP 18,000 , in the United States of America are only insured by the Federal Deposit Insurance Corporation up to

USD 250,000 , and are consequently exposed to risk of loss.

The Company believes the probability of a bank

failure, causing loss to the Company, is remote.

by the government up to RMB 500,000 , in the HK are only insured by the government up to HKD 800,000 , in the United States of America are

only insured by the Federal Deposit Insurance Corporation up to USD 250,000 , and are consequently exposed to risk of loss.

The Company believes the probability of a bank failure, causing loss

to the Company, is remote.

Cash that is restricted as to withdrawal for use

1 unchanged sentence

cash equivalents in the consolidated statements of cash flows.

Receivable and Allowances

Receivable and Credit Losses

Accounts receivable are recognized and carried

at the original invoice amounts less an allowance for any uncollectible amount.

We have a policy of reserving for uncollectible accounts

based on our best estimate of the amount of probable credit losses in our existing accounts receivable.

We perform ongoing credit evaluations

of our customers and maintain an allowance for potential bad debts if required.

The Company has a policy of reserving for uncollectible

accounts based on the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable.

The Company performs ongoing credit evaluations of the Company’s customers and maintains an allowance for potential bad debts if

Other receivables, and loan receivables are recognized

and carried at the initial amount when occurred less an allowance for any uncollectible amount.

We have a policy of reserving for uncollectible

accounts based on our best estimate of the amount of probable impairment losses in our existing receivable.

Allowances for doubtful accounts are maintained

for expected credit losses resulting from the Company’s customers’ inability to make required payments.

The allowances are

based on the Company’s regular assessment of various factors, including the credit-worthiness and financial condition of specific

customers, historical experience with bad debts and customer deductions, receivables aging, current economic conditions, reasonable and

supportable forecasts of future economic conditions, and other factors that may affect the Company’s ability to collect from customers.

The Company maintains an allowance for credit losses in accordance with ASC Topic 326, Credit Losses (“ASC 326”) and records

the allowance for credit losses as an offset to accounts receivable and contract assets, and the estimated credit losses charged to the

allowance is classified as “bad debt expense” in the consolidated statements of comprehensive income.

We determine whether

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

to meet financial obligations.

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

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

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.

and carried at the initial amount when occurred less an allowance for credit losses.

The Company has a policy of reserving for uncollectible

accounts based on the Company’s best estimate of the amount of probable impairment losses in the Company’s existing receivables.

Allowances for credit losses are maintained for

expected credit losses resulting from the Company’s customers’ inability to make required payments.

The allowances are based

on the Company’s regular assessment of various factors, including the credit-worthiness and financial condition of specific customers,

historical experience with bad debts and customer deductions, receivables aging, current economic conditions, reasonable and supportable

forecasts of future economic conditions, and other factors that may affect the Company’s ability to collect from customers.

Company maintains an allowance for credit losses in accordance with ASC Topic 326, Credit Losses (“ASC 326”) and records the

allowance for credit losses as an offset to accounts receivable and contract assets, and the estimated credit losses charged to the allowance

is classified as “Allowance for credit losses/doubtful accounts” in the consolidated statements of comprehensive loss.

Company determines 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, the Company uses assumptions and judgment, based on

the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable

to the amount expected to be collected.

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

The amounts calculated are analyzed to determine the total amount of the allowance.

The Company may also record a general allowance as

Direct write-offs are taken in the period when

we have exhausted our efforts to collect overdue and unpaid receivable or otherwise evaluate other circumstances that indicate that we

should abandon such efforts.

The Company has assessed its receivable including

credit term and corresponding all its receivables in December 2024.

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

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

Accounts receivables of $ 1.15 million and nil have been outstanding for

over 90 days as of December 31, 2024 and December 31, 2023, respectively.

the Company has exhausted the Company’s efforts to collect overdue and unpaid receivables or otherwise evaluate other circumstances

that indicate that the Company should abandon such efforts.

The Company has assessed its accounts receivable

including credit terms and corresponding all its accounts receivable as of December 31, 2025.

Allowance for credit losses on accounts

receivable amounted to $ 650,202 and $ 2,785 as of December 31, 2025 and 2024, respectively.

Accounts receivable of $ 1.07 million and $ 1.15

million have been outstanding for over 90 days as of December 31, 2025 and 2024, respectively.

Allowance for credit losses on other receivables

amounted to $ 522,406 and $ 9,519,301 as of December 31, 2025 and 2024, respectively.

Allowance for credit losses on advances to suppliers

amounted to $ 2,577,629 and $ 3,537,434 as of December 31, 2025 and 2024, respectively.

Revenue Recognition

We apply the five steps defined under ASC 606:

(i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction

price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the

entity satisfies a performance obligation.

We assess its revenue arrangements against specific criteria in order to determine if it is

acting as principal or agent.

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

We do not make any significant judgment in evaluating

when control is transferred.

The Company applies the five steps defined under

(i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the

transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when

(or as) the entity satisfies a performance obligation.

The Company assesses its revenue arrangements against specific criteria in order

to determine if it is acting as principal or agent.

Revenue arrangements with multiple performance obligations are divided into separate

distinct goods or services.

The Company allocates the transaction price to each performance obligation based on the relative standalone

selling price of the goods or services provided.

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

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.

The Company does not make any significant judgment

in evaluating when control is transferred.

Revenue is recorded net of value-added tax.

Revenue recognitions are as follows:

Sales of coals, aluminum ingots, sand and steel

The Company recognize revenue when the receipt

Revenue recognition is as follows:

Sales of fast-moving consumer goods

The Company operates an e-commerce platform specializing

in fast-moving consumer goods.

For sales transacted through the Company’s online stores in mainland China, the standard return policy

permits customers to return eligible products within seven days of purchase.

Historically, customer returns were immaterial.

sales of fast-moving consumer goods was $ 3,259,845 and $ 25,537 during the years ended December 31, 2025 and 2024, respectively.

Provision of trading commission and consulting services

The Company provides stock trading services and

charges commission and service fees.

The Company recognizes revenue when such services are rendered to customers.

Additionally, the Company

generates revenue from financial advisory services, which primarily consist of fees from private equity placements and initial public

offerings for its customers.

These services are customized with no alternative use.

For projects where the Company has an enforceable

right to payment for performance completed to date, revenue is recognized over time when contract obligations have been performed.

such arrangements, the Company uses the input method to recognize revenue, based on the ratio of actual costs incurred to the total estimated

costs for the contract.

For consulting projects where the Company does not have an enforceable right to payment for performance completed

to date, revenue is recognized at the point in time the projects are completed and accepted by customers.

Revenue from provision of trading

commission and consulting services was $ 568,611 and $ 1,131,165 during the years ended December 31, 2025 and 2024, respectively.

Revenue from supply chain financing/trading

The Company recognizes 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,

sand and steel

For the sale of third-party products where the

Company obtains control of the product before transferring it to the customer, the Company recognizes revenue based on the gross revenue

amount billed to customers as sales of goods listed above.

The Company considers multiple factors when determining whether it obtains

control of third-party products, including evaluating if it can establish the price of the product, retains inventory risk for tangible

products or has the responsibility for ensuring acceptability of the product.

The Company recognizes net revenue as agent services for

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

Revenue was $ 0.15 million

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

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

Property, plant and equipment are stated at cost

less accumulated depreciation and any impairment losses.

Depreciation is computed using the straight-line method over the useful lives

of the assets.

from supply chain financing/trading was $ 1,349 and $ 957,708 during the years ended December 31, 2025 and 2024, respectively.

Property and Equipment

Property and equipment are stated at cost less

accumulated depreciation and any impairment losses.

Depreciation is computed using the straight-line method over the useful lives of the

Major renewals and betterments are capitalized and depreciated;

maintenance and repairs that do not extend the life of

the respective assets are expensed as incurred.

Upon disposal of assets, the cost and related accumulated depreciation are removed from

the accounts and any gain or loss is included in the consolidated statements of operations and comprehensive income.

Depreciation related to property, plant and equipment

used in production is reported in cost of sales, and includes amortized amounts related to capital leases.

We estimated that the residual

value of the Company’s property and equipment ranges from 3 % to 5 %.

Property, plant and equipment are depreciated over their estimated

useful lives as follows:

Machinery and equipment

Furniture and office equipment

Motor vehicles

maintenance and repairs that do not extend the life of the respective

assets are expensed as incurred.

Upon disposal of assets, the cost and related accumulated depreciation are removed from the accounts

and any gain or loss is included in the consolidated statements of operations and comprehensive loss.

The Company estimated that the residual value

of the Company’s property and equipment ranges from 3 % to 5 %.

Property and equipment are depreciated over their estimated useful

lives as follows:

Office equipment, fixtures and furniture 3 - 5 years

Vehicle 5 years

Leasehold improvements Lesser of useful life and lease term

Expenditures for maintenance and repairs, which

do not materially extend the useful lives of the assets, are charged to expense as incurred.

Expenditures for major renewals and betterments

which substantially extend the useful life of assets are capitalized.

The cost and related accumulated depreciation of assets retired

or sold are removed from the respective accounts, and any gain or loss is recognized in the consolidated statements of income and comprehensive

income in other income or expenses.

Intangible Assets

Acquired intangible assets are recognized based

on their cost to the Company, which generally includes the transaction costs of the asset acquisition, and no gain or loss is recognized

unless the fair value of noncash assets given as consideration differs from the assets’ carrying amounts on the Company’s

These assets are amortized over their useful lives if the assets are deemed to have a finite life and they are reviewed for impairment

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

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

use if they were pricing the intangible asset.

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

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

Foreign Currency and Other Comprehensive Income

Acquired intangible assets are recognized based on their cost to the

Company, which generally includes the transaction costs of the asset acquisition, and no gain or loss is recognized unless the fair value

of noncash assets given as consideration differs from the assets’ carrying amounts on the Company’s book.

These assets are

amortized over their useful lives if the assets are deemed to have a finite life and they are reviewed for impairment by testing for recoverability

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

The 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 5 - 10 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 flows.

Foreign Currency and Other Comprehensive Income (Loss)

The financial statements of the Company’s

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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

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

The average exchange rates we used to convert RMB to USD were 7.12 :1

and 7.05 :1 for fiscal year 2024 and fiscal year 2023, respectively.

The exchange rate we used to convert HKD to USD

was 7.76 :1 and 7.82 :1 at the balance sheet dates of December 31, 2024 and December 31, 2023.

The average exchange rate for the period

has been used to translate revenues and expenses.

The average exchange rates we used to convert HKD to USD were 7.80 :1 and 7.83 :1 for

fiscal year 2024 and fiscal year 2023.

The exchange rate we used to convert GBP to USD

was 0.79 :1 and 0.78 :1 at the balance sheet dates of December 31, 2024 and December 31, 2023.

The average exchange rate for the period

has been used to translate revenues and expenses.

The average exchange rates we used to convert GBP to USD were 0.78 :1 and 0.80 :1 for

fiscal year 2024 and fiscal year 2023.

The exchange rate we used to convert AED to USD

was 3.65 :1 and 3.66 :1 at the balance sheet dates of December 31, 2024 and December 31, 2023.

The average exchange rate for the period

has been used to translate revenues and expenses.

The average exchange rates we used to convert AED to USD were 3.66 :1 and 3.66 :1 for

fiscal year 2024 and fiscal year 2023.

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

The exchange rate the Company used to convert

RMB to USD was 7.03 :1 and 7.19 :1 at the balance sheet dates of December 31, 2025 and 2024, respectively.

The average exchange rate for

the period has been used to translate revenues and expenses.

The average exchange rates the Company used to convert RMB to USD were 7.14 :1

and 7.12 :1 for the years ended December 31, 2025 and 2024, respectively.

The exchange rate the Company used to convert

HKD to USD was 7.78 :1 and 7.76 :1 at the balance sheet dates of December 31, 2025 and 2024.

The average exchange rate for the period has

been used to translate revenues and expenses.

The average exchange rates the Company used to convert HKD to USD were 7.80 :1 and 7.80 :1

for the years ended December 31, 2025 and 2024, respectively.

Translation adjustments are reported separately

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relevant government authorities.

The government subsidies of operating nature with no further conditions to be met are recorded of operating

expenses in “Other income” in the consolidated statements when received.

The government subsidies of operating nature with no further conditions to be met are recorded as operating

expenses in “Other income” in the consolidated statements of operations and comprehensive loss when received.

The amendments in this update require disclosures

2 unchanged sentences

entity’s financial statements.

We use the asset and liability method of accounting

for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is recognized for

the amount of:

(i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting

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

Deferred tax assets and liabilities are

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

be recovered or settled.

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

in the period that includes the enactment date.

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

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

will not be realized.

The Company uses the asset and liability method

of accounting for income taxes in accordance with ASC Topic 740, “Income Taxes.” Under this method, income tax expense is

recognized for the amount of:

(i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences

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

Deferred tax assets and liabilities

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

to be recovered or settled.

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

operations in the period that includes the enactment date.

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

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

tax assets will not be realized.

ASC Topic 740-10-30 clarifies the accounting for

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and transition.

We have no material uncertain tax positions for any of the reporting periods presented.

The Company tests goodwill for impairment for

its reporting units on an annual basis, or when events occur or circumstances indicate the fair value of a reporting unit is below its

carrying value.

If the fair value of a reporting unit is less than its carrying value, an impairment loss is recorded to the extent that

implied fair value of the goodwill within the reporting unit is less than its carrying value.

The Company’s evaluation of goodwill for

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

The Company uses the discounted cash

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

revenue and operating margin.

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

cost of capital based on current market conditions as of December 31, 2024 and December 31, 2023.

A high degree of auditor judgment and

an increased extent of effort were required when performing audit procedures to evaluate the reasonableness of management’s estimates

and assumptions related to the forecasts.

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

2024 and December 31, 2023.

The Company has no material uncertain tax positions for any of the reporting periods presented.

Short-term investments

4 unchanged sentences

As of December

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

31, 2025 and 2024, the short-term investments amounted to $ 1,423 and $ 1,391 , respectively.

Long-term investments

Long-term investments consist primarily of investments

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

in debt investments 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.

2025 and 2024, the long-term investments amounted to $ 711,359 and $ 1,530,243 , respectively.

During the year ended December 31, 2025, the

Company has collected repayment of $ 818,884 (RMB 6.0 million) of the December 31, 2024 debt investment balance.

The Company did not recognize

an impairment for its long-term investment as all the debt investments are deemed collectible.

The Company follows ASU No.

2016-02, Leases (Topic

or ASC 842, from January 1, 2020.

We determine if an arrangement is a lease or contains a lease at lease inception.

For operating leases,

we recognize a right-of-use (“ROU”) asset and a lease liability based on the present value of the lease payments over the

lease term on the consolidated balance sheets at commencement date.

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

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

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

and in economic environments where the leased asset is located.

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

842), or ASC 842.

The Company determines if an arrangement is a lease or contains a lease at lease inception.

For operating leases, the

Company recognizes a right-of-use (“ROU”) asset and a lease liability based on the present value of the lease payments over

the lease term on the consolidated balance sheets at commencement date.

As most of the Company’s leases do not provide an implicit

rate, the Company estimates the 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.

The Company’s

leases often include options to extend and lease terms include such extended terms when the Company is reasonably certain to exercise

those options.

Lease terms also include periods covered by options to terminate the leases when the Company is reasonably certain not

to exercise those options.

Share-based compensation

14 unchanged sentences

vested at that date.

Statutory reserves

Pursuant to the laws applicable to the PRC, PRC

entities must make appropriations from after-tax profit to the non-distributable “statutory surplus reserve fund”.

to certain cumulative limits, the “statutory surplus reserve fund” requires annual appropriations of 10 % of after-tax profit

until the aggregated appropriations reach 50 % of the registered capital (as determined under accounting principles generally accepted

in the PRC (“PRC GAAP”) at each year-end).

For foreign invested enterprises and joint ventures in the PRC, annual appropriations

should be made to the “reserve fund”.

For foreign invested enterprises, the annual appropriation for the “reserve fund”

cannot be less than 10 % of after-tax profits until the aggregated appropriations reach 50 % of the registered capital (as determined under

PRC GAAP at each year-end).

New Accounting Pronouncements

In November 2024, 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.

“Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures.

This ASU requires entities to 1.

amounts of (a) purchase of inventory, (b) employee compensation, (c) depreciation, (d) intangible asset amortization,

and, (e) depreciation, depletion, and amortization recognized as part of oil-and gas-producing activities, 2.

include certain amounts

that are already required to be disclosed under current Generally Accepted Accounting Principles in the same disclosures as other disaggregation

requirements, 3.

disclose a qualitative description of the amounts remaining in relevant expense captions that are not necessarily disaggregated

quantitatively, and 4.

disclose the total amount of selling expenses, in annual reporting periods, an entity’s definition of selling

The ASU is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning

after December 15, 2027.

Additionally, in January 2025, the FASB issued ASU No.

2025-01 to clarify the effective date of

The standard provides guidance to expand disclosures related to the disaggregation of income statement expenses.

requires, in the notes to the financial statements, disclosure of specified information about certain costs and expenses which includes

purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption.

This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods

beginning after December 15, 2027, on a retrospective or prospective basis, with early adoption permitted.

The Company plans to adopt

this guidance effective January 1, 2027 and the Company is currently evaluating the impact of adopting this ASU on its financial statements.

In November 2024, the FASB issued ASU No.

“Debt—Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments”.

The amendments provide guidance on accounting for induced conversions of convertible debt instruments.

The amendments are effective for

annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods.

adoption is permitted for entities that have adopted the amendments in ASU 2020-06.

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

The Company adopted this

guidance effectively January 1, 2026 and the Company is currently evaluating the impact of adopting this ASU on its financial statements.

In May 2025, the FASB issued ASU No.

“Business Combinations (Topic 805) and Consolidation (Topic 810):

Accounting Acquirer in a Business Combination Involving a Variable

Interest Entity”.

This ASU clarifies that when a business that is a VIE is acquired primarily with equity interests, the determination

of the accounting acquirer should follow ASC 805 rather than defaulting to the primary beneficiary under ASC 810.

The standard is effective

for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years.

Early adoption is permitted.

The Company plans to adopt this guidance effective January 1, 2027 and the Company is currently evaluating the impact of adopting this

ASU on its financial statements.

In May 2025, the FASB issued ASU No.

“Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606)”:

Clarifications

to Share-Based Consideration Payable to a Customer.

This ASU clarifies how entities account for share-based consideration payable to a

The ASU requires customer awards with vesting conditions tied to purchases to be treated as performance conditions, eliminates

the forfeiture policy election, and states that the variable consideration constraint under ASC 606 does not apply to these awards.

standard is effective for annual periods beginning after December 15, 2026, with early adoption permitted.

The Company plans to adopt

this guidance effective January 1, 2027 and the Company is currently evaluating the impact of adopting this ASU on its financial statements.

In July 2025, the FASB issued ASU No.

“Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets”.

This ASU provides a practical expedient for all entities related to the estimation of expected credit losses for current accounts receivable

and current contract assets that arise from transactions accounted for under Topic 606.

The standard is effective for annual periods beginning

after December 15, 2025.

Early adoption of ASU 2025-05 is permitted and should be applied prospectively.

The Company adopted this guidance

effectively January 1, 2026 and the Company is currently evaluating the impact of adopting this ASU on its financial statements.

In December 2025, the FASB issued ASU 2025-11,

Interim Reporting (Topic 270):

Narrow-Scope Improvements.

The purpose of this update is to improve the clarity and organization of interim

reporting guidance and to enhance the disclosure requirements applicable to interim financial statements.

ASU 2025-11 does not change

the fundamental principles of interim reporting but clarifies the scope and presentation of required disclosures.

A public business entity

shall apply for interim reporting periods within annual reporting periods beginning after December 15, 2027.

An entity other than a public

business entity shall apply for interim reporting periods within annual reporting periods beginning after December 15, 2028.

plans to adopt this guidance effective January 1, 2028 and the Company is currently evaluating the impact of adopting this ASU on its

financial statements.

The Company 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

ACCOUNTS RECEIVABLE, NET

Accounts receivable, net, consist of the following:

Supply Chain Financing/Trading

Trading Commission and Consulting services

Fast-Moving Consumer Goods

Total accounts receivable, net

The following table sets forth our concentration

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

The following table sets forth the Company’s

concentration of accounts receivable, net of specific allowances for credit losses.

Total accounts receivable, net

OTHER RECEIVABLES, NET

Other receivables, net, consist of the following:

Other receivables (1)

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.

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)

Limited entered into a “Mobile Software Application Development Agreement” with a third-party.

Future Fintech (Hong Kong)

Limited shall pay $ 4.00 million.

Future Fintech (Hong Kong) Limited provided initial amount of cash deposit to the third party in the

amount of $ 2.00 million.

Development shall take 250 man-days.

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)

Limited entered into a “Augmented Reality (AR) Group Development and Service Agreement” with a third-party.

Future Fintech

(Hong Kong) Limited shall pay $ 5.00 million.

Future Fintech (Hong Kong) Limited provided initial amount of cash deposit to the third party

in the amount of $ 2.50 million.

Development shall take 180 man-days.

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

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

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 $ 4.86 million (RMB 35 million) to the third party at the annual

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 .

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

SHORT - TERM INVESTMENTS

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.

Receivable for prepaid purchases (2)

Unsettled stocks

Interest receivable

Total other receivables, net

(1) Other receivables consist mainly of:

1) the loan amount to Future Commercial Management (Hainan) Co., Ltd., (“Future Hainan”),

which was a subsidiary until December 16, 2025.

On December 12, 2025, the Company entered into a “Loan agreement” with Future

Hainan, pursuant to which the Company loaned an amount of $ 9.37 million (RMB 65.88 million) to Future Hainan at the annual interest rate

As of December 31, 2025, the balance of other receivables was $ 9.37 million.

(2) Receivable for prepaid purchases has been reclassified from “Advance to Suppliers” due to the cancellation of purchase transactions.

INVESTMENT FUNDS

As of December 31, 2025, the balance of investment

funds was $ 30.41 million.

The amount pertains of funds held in escrow with a third party for future business acquisitions.

As of the date

of this report, the acquisition transaction has not closed.

ADVANCES TO SUPPLIERS AND OTHER CURRENT

The amount of advances to suppliers and other

current assets consisted of the followings:

current assets, net consisted of the following:

Prepayments for Supply Chain Financing/Trading

Prepaid expenses

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)

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.

Alpha Information Services (Shenzhen) Co.,

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 following table summarizes the allocation

of estimated fair values of net assets acquired and liabilities assumed:

Accounts receivable

Other current assets

Property, plant and equipment, net

Intangible assets

Right of use assets

Lease liability-current

Accounts payable

( 4,123,903 )

Accrued expenses and other payables

Net identifiable assets acquired

$ ( 2,849,685 )

Total purchase price for acquisition net of $ 4,679,434 of cash

$ ( 2,677,472 )

The Company has included the operating results

of FTFT International Securities and Futures Limited in its consolidated financial statements since the Acquisition Date.

US$ 294,437 in

net sales and US$ 88,408 in net income of FTFT International Securities and Futures Limited were included in the consolidated financial

statements for the years ended December 31, 2023.

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.

Total advances to suppliers and other current assets, net

LOAN RECEIVABLES

As of December 31, 2025, the balance of loan receivables

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

was $ 139,113 .

On August 29, 2024, Future Supply Chain (Xi’an) Co., Ltd entered into a “Loan Agreement” with a third

Pursuant to the Loan Agreement, Future Supply Chain (Xi’an) Co., Ltd loaned an amount of $ 139,113 (RMB 1 million) to the third

party at the annual interest rate of 12 % from August 29, 2024 to November 30, 2025.

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

was $ 139,113 .

The loan was repaid on January 24, 2025.

The Company’s non-cancellable operating

leases consist of leases for office space.

The Company is the lessee under the terms of the operating leases.

For the year ended December 31, 2024, the operating lease cost was $ 0.54 million.

For the year ended December

31, 2025, the operating lease cost was $ 0.22 million.

The Company’s operating leases have remaining

6 unchanged sentences

From January 1, 2027 to December 31, 2027

From January 1, 2027 to March 31, 2027

amounts representing interest

6 unchanged sentences

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

Property and equipment consist of the following:

Short-term leases cost was nil for the year ended

December 31, 2025.

PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following:

Office equipment, fixtures and furniture

Leasehold Improvement

accumulated depreciation and amortization

Construction in progress

Leasehold improvements

accumulated depreciation

Total property and equipment, net

Depreciation expense included in general and administration

expenses for the years ended December 31, 2025 and 2024 was $ 95,630 and $ 116,018 , respectively.

Depreciation expense included in cost

of sales for the year ended December 31, 2024 and 2023 was $0 and $0 , respectively.

INTANGIBLE ASSETS

Intangible assets consist of the following:

INTANGIBLE ASSETS, NET

Intangible assets, net consist of the following:

Trading rights of license plates

System and software

accumulated depreciation and amortization

( 1,804,405 )

( 1,831,283 )

accumulated amortization

Total intangible assets, net

Amortization expense included in general and administration

expenses for the years ended December 31, 2025 and 2024 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:

The estimated future amortization is as follows:

As of December 31, 2025

4 unchanged sentences

From January 1, 2030 to December 31, 2030

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 .

Type 1 and Type 2 licenses by Hong Kong Securities

and Futures Commission have no expiration date and do not require amortization, the amount was $ 128,503 and $ 128,824 .

ACCOUNT PAYABLES

The amount of account payables were consisted

of the followings:

The amount of account payables consisted of the

Trading Commission and Consulting services payment

Fast-Moving Consumer Goods payment

Supply Chain Financing/Trading payment

Total account payables

ACCRUED EXPENSES AND OTHER PAYABLES

The amount of accrued expenses and other payables

were consisted of the followings:

Legal fee and other professionals

consisted of the following:

Legal fees and other professionals

Wages and employee reimbursement

Provision for legal case

Provision for legal cases

Total accrued expenses and other payables

In January 2021, FT Global Capital, Inc.

8 unchanged sentences

FT Global $ 10,598,380 .

As of December 31, 2024, the Company has been payment $ 1.97 million.

On June 17, 2025, the Company entered into a settlement and forbearance agreement with FT Global, pursuant to which

the company is required to pay FT Global an aggregate amount of $ 4.0 million over an 18-month period.

For the fiscal year ended December

31, 2024 and 2025, the Company paid $ 1.97 million and $ 1.85 million, respectively, towards accrued expenses and other payables.

CONVERTIBLE NOTES PAYABLE

As of December 31, 2024 and 2023, convertible

debt consisted of the following:

The amount of convertible notes payable consisted

of the following:

Interest expenses

On December 27, 2023, the Company principal amount of $ 1.10 million

coverable promissory note.

Convertible notes payable I

On December 27, 2023, the Company issued a convertible

promissory note with a principal amount of $ 1.10 million.

Floor Price was $ 9.088 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.

The Note was unsecured.

the date thereof, the Company shall reserve 125,000 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”).

The lender elected to redeem a portion of the Note in

redemption conversion shares.

Lender redemption conversion shares were 59,386 shares, amount $ 625,000 , at a price of $ 10.524 per share

Lender redemption conversion shares were 15,301 shares, amount $ 140,658 , at a price of $ 9.193 per share and 49,385 shares, amount

of $ 448,759 , at a price of $ 9.087 per share in January and September 2025, respectively.

As of December 31, 2025, the balance of this

convertible notes payable was $ nil .

Convertible notes payable II

On July 28, 2025 (“Beginning Date”),

the Company entered into a Convertible Notes Agreement (“Agreement”) with an institutional investor (the “Investor”),

pursuant to which the Investor desires to purchase from the Company one or more pre-paid purchases (each a “Pre-Paid Purchase”

and together the “Pre-Paid Purchases”) in the aggregate purchase amount of up to $ 10,000,000 for the purchase of the Company’s

common stock.

The Agreement will end on the earlier of (i) the date that is two years from the Beginning Date, (ii) the date Company has

sold $ 10,000,000.00 in Pre-Paid Purchases hereunder;

and (iii) termination of this Agreement (the “Commitment period”).

September 15, 2025, the Company issued 15,000 of the Company’s Common Stock to the Investor as a commitment fee (the “Commitment

All Pre-Paid Purchases will have an 8 % original issue discount (“OID”), and will bear an interest rate of

8 % per annum.

On July 28, 2025, the Company received its first

funding of $ 800,000 as the Initial Pre-Paid Purchase, which is calculated from an original amount of $ 884,000 , minus a $ 64,000 OID and

minus $ 20,000 that covers the Investor’s legal, accounting, and other related costs under the purchase agreement.

On September 22, 2025, the Company received its

second funding of $ 1,000,000 from the Investor, which is calculated from an original amount of $ 1,080,000 , minus a $ 80,000 OID.

Concurrently, on September 22, 2025, the Company

issued 361,250 Common Stock (the “Pre-Delivery Shares”) according to the agreement with the Investor at par value $ 0.001 per

The Investor is not permitted to sell, assign, transfer, pledge, encumber, hypothecate or otherwise dispose of (“transfer”)

such Pre-Delivery Shares.

However, during the period beginning on any day in which Investor delivers a Purchase Notice to Company and

ending on the date of delivery of the Purchase Shares by Company covered by such Purchase Notice, Investor may transfer a number of Pre-Delivery

Shares up to the number of Purchase Shares covered by the applicable Purchase Notice.

The Purchase Price will be 82 % multiplied by the

lowest daily volume-weighted average price during the ten trading days immediately preceding a conversion.

Following the end of the Commitment

Period and the repayment of all outstanding Pre-Paid Purchases, Investor will deliver to Company a number of shares of common stock equal

to the number of Pre-Delivery Shares issued within 20 trading days, and the Company will pay Investor $ 0.001 for each share.

The Company assessed the convertible note payable

II under ASC 815, identifying there are embedded conversion features and concluded that the conversion feature satisfied the requirement

of “fixed-to-fixed” criterion and is considered indexed to the Company’s own stock.

Therefore, the conversion feature

is eligible for a scope exception from derivative accounting in accordance with ASC 815-10-15-74 and the Company would not bifurcate the

conversion feature, and accounts for the convertible note payable II as a liability in its entirety.

The Company recognized the issuance costs and

the discount of the convertible note payable II of $ 304,400 as a direct deduction from the face amount of the Convertible Loan II

in accordance with ASC 835-30-45-1A.

The debt issuance cost was amortized as amortization of debt issuance costs using the effective

interest method, over the Commitment period of the convertible note payable II.

As of December 31, 2025, the Company has received an aggregate of

$ 1,800,000 from the Investor out of the total $ 10,000,000 committed amount, the balance of convertible notes payable II was

$ 1,734,044 , with a carrying value of $ 1,964,000 , net of deferred financing costs of $ 229,956 was recorded in the consolidated balance

The amortization of debt issuance costs was $ 20,475 for the year ended December 31, 2025.

As of December 31, 2025, the Company issued a

total of 376,250 Common Stock to the Investor, including 15,000 Common Stock as Commitment Shares and 361,250 Common Stock as the Pre-Delivery

RELATED PARTY TRANSACTION

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:

As of December 31, 2025, the amounts due to related

parties were consisted of the following:

Name Amount Relationship Note

Hu Li $ 20,000 Legal person of Future information service (shenZhen) Loan receivables*, interest free and payment on demand.

Shanchun Huang $ 596,924 Controlling shareholder Repayment debt on behalf of the Company and payment on demand

Total $ 596,924

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

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:

As of December 31, 2024, the amount due from related

parties was consisted of the following:

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.

Hu Li $ 20,000 Chief Executive Officer of the Company Loan receivables*, interest free and payment on demand.

Total $ 20,000

As of December 31, 2023, the amount due from the

related parties was consisted of the followings:

* The related party transactions have been approved by the Company’s Audit Committee.

As of December 31, 2024, the amount due to related

parties was consisted of the following:

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.

Ming Yi $ 8,871 Former Chief Financial Officer of the Company Accrued expenses, interest free and payment on demand.

Total $ 8,871

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

15 unchanged sentences

The Company has not provided deferred taxes on

undistributed earnings attributable to its PRC subsidiaries as they are to be permanently reinvested.

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.

1 unchanged sentence

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.

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

2 unchanged sentences

The tax rate for pre-tax profits below

RMB 1 million to RMB 3 million is 5 %;

RMB 1 million is 2.5 %;

the tax rate for pre-tax profits between RMB 1 million to RMB 3 million is 10 %.

E-Commerce Tianjin, Future Supply

(Chengdu) Co., Ltd.

and Future Big Data (Chengdu) Co., Ltd.

were subject to an enterprise income tax rate of 2.5 % and 10 %.

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.

FTFT Capital Investments L.L.C is incorporated

in Dubai, United Arab Emirates.

The applicable tax rate is nil in Dubai, United Arab Emirates.

Digipay Fintech Limited is incorporated in British

Virgin Island.

The applicable tax rate is nil in British Virgin Island.

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 Company:

Future FinTech (Hong Kong) 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 is 16.5 % in Hong Kong.

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

1 unchanged sentence

$ ( 33,739,005 )

Notional tax on profit before CIT and Hong Kong

Computed expected tax expense

PRC statutory tax rate

Computed expected benefits

( 7,736,564 )

( 8,434,751 )

Others, primarily the difference in tax rates

Others, primarily the differences in tax rates

( 1,191,035 )

( 2,360,704 )

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.

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

the net tangible and identified intangible assets of acquired businesses.

The Company evaluate goodwill for impairment annually as of

the first day of our fiscal fourth quarter, or more frequently if events or changes in circumstances indicate the carrying value of goodwill

may not be recoverable.

Based on the impairment analysis performed in the fourth quarter.

The Company recorded $ 14.15 million of impairment

loss in fiscal year 2023 related with goodwill mainly arose from acquisition of Nice Talent Asset Management Limited, Khyber Money Exchange

Ltd., Alpha International Securities (Hong Kong) Limited and Alpha Information Services (Shenzhen).

Goodwill impairment test as of December

31, 2023 using compare the carrying amount of the reporting unit (including goodwill) with its fair value.

If the carrying amount exceeds

the fair value, compare the implied fair value of the reporting unit’s goodwill with the carrying amount of goodwill.

If the carrying

amount of goodwill exceeds the implied fair value, an impairment loss should be recognized.

SHARE BASED COMPENSATION

On February 1, 2023, the Company has authorized

and approved a 1-for-5 reverse stock split of the Company’s authorized shares of common stock from 300,000,000 shares to 60,000,000

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;

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

On March 10, 2025, the Compensation Committee

of the Board of Directors of the Company granted 125,000 shares of common stock of the Company, par value $ 0.001 , pursuant to the Company’s

1 unchanged sentence

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.

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.

price of the Company stock was $ 8.68 on March 10, 2025, the Company recorded an expense of $ 1.09 million in the first quarter of fiscal

As of March 10, 2025, the Shares have been issued to the Grantees.

On October 4, 2024, the Compensation Committee

of the Board of Directors of the Company granted 52,750 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”).

closing price of the Company stock was $ 12.72 on October 9, 2023, the Company recorded an expense of $ 0.67 million in the third quarter

of fiscal year 2024.

As of October 9, 2024, the Shares have been issued to the Grantees.

Securities Purchase Agreement

1 unchanged sentence

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.

Warrants after 1-Furu-5 reverse stock split was 42,108 shares.

Underlying Shares Weighted Average Exercise Price Weighted Average Term (Years)

an aggregate of 421,053 units, each consisting of one share of the Company’s common stock and a warrant to purchase 1 share of the

Company’s Common Stock, at a purchase price of $ 19 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 421,053 shares of the Company’s Common Stock and warrants to purchase up to an aggregate of 421,053 shares of

the Company’s Common Stock at an exercise price of $ 21.5 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 42,108 shares of the Company’s 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 $ 23.75 per share and is not exercisable until June 24, 2021.

As of December 31, 2024, outstanding warrants have 42,108

shares of the Company’s Common Stock.

Warrants after 1-for-10 reverse stock split in 2025 and 1-for-4 reverse stock split in 2026

were 1,053 shares with an exercise price of $ 95 per share.

All outstanding warrants have expired as of December 31, 2025.

Underlying Weighted

Exercise Weighted

Shares Price (Years)

Options outstanding at December 31, 2024 1,053 $ 95.0 1.00

Forfeited 1,053 95.0 -

Options outstanding at December 31, 2025 -

Options exercisable at December 31, 2025 -

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.

On January 5, 2024, the Company entered into a

securities purchase agreement with certain purchasers, pursuant to which the Company sold to the purchasers in a private placement, an

aggregate of 53,764 shares of its common stock, par value $ 0.001 per share at a purchase price of $ 48 per share, for aggregate net proceeds

to the Company of $ 2,580,644 .

On January 18, 2024, the Company issued 53,764 shares of common stock pursuant to this Agreement.

Common stocks issued in connection with the convertible notes

2 unchanged sentences

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

On July 3, 2024, that Lender elected to redeem

a portion of the Note in redemption conversion shares.

Lender redemption conversion shares 3,416 , amount $ 50,000 , at a price of $ 14.637

$ 0.3659 per share.

On July 18, 2024, that Lender elects to redeem

On July 18, 2024, that Lender elected to redeem

a portion of the Note in redemption conversion shares.

Lender redemption conversion shares 5,428 , amount $ 75,000 , at a price of $ 13.817

$ 0.3454 per share.

On August 26, 2024, that Lender elects to redeem

On August 26, 2024, that Lender elected to redeem a portion of the

Note in redemption conversion shares.

Lender redemption conversion shares 10,208 , amount $ 100,000 , at a price of $ 9.796 per share.

On October 24, 2024, that Lender elected 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

Lender redemption conversion shares 9,766 , amount $ 100,000 , at a price of $ 10.24

On November 11, 2024, that Lender elected 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

Lender redemption conversion shares 9,766 , amount $ 100,000 , at a price of $ 10.24

On November 14, 2024, that Lender elected 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

Lender redemption conversion shares 9,846 , amount $ 100,000 , at a price of $ 10.156

On December 18, 2024, that Lender elected 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

Lender redemption conversion shares 10,955 amount $ 100,000 , at a price of $ 9.128

On January 7, 2025, that Lender elected 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.

Lender redemption conversion shares 10,721 , amount $ 100,000 , at a price of $ 9.327

On January 24, 2025, that Lender elected to redeem

a portion of the Note in redemption conversion shares.

Lender redemption conversion shares 4,581 , amount $ 40,658 , at a price of $ 8.875

On September 10 and 11, 2025, that Lender elected

to redeem the entire balance of the Note through the issuance of 49,835 redemption conversion shares, at a price of $ 9.005 per share,

for a total redemption amount of $ 448,759 .

STATUTORY RESERVES AND 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 $ 25.36 million (RMB 176.10 million) as of December 31, 2025.

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.

DISCONTINUED OPERATIONS

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

and deregistered.

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

was dissolved.

On March 7, 2024, 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 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

Limited (“NTAM”) was disposed of for a consideration of $ 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

The gain on disposal was $ 3.42 million.

On February 3, 2025, FTFT UK LIMITED, FTFT Finance

UK Limited, Future Fintech Digital Number One US, LP, Future Fintech Digital Number One Offshore, LLC (Cayman), Future Fintech Digital

Number One GP, LLC (USA), FTFT Digital Number One, Ltd.

(Cayman), Future FinTech Labs Inc, Future Fintech Digital Capital, FTFT CAPITAL

INVESTMENTS, DigiPay FinTech Limited, DCON DigiPay Limited-JPN and Global Key Shared Mall Ltd were disposed of for a consideration of

US$ 25,000 after a court auction sale.

The gain on disposal was $ 28.26 million.

On December 16, 2025, Future Commercial Management

(Hainan) Co., Ltd.

was disposed of for a consideration of $ 1.4 million (RMB 10.0 million).

The gain on disposal was $ 52,749 .

Income from discontinued operations for the years ended December 31,

2025 and 2024 was as follows:

Cost – third party

Cost – related party

For the Years ended

COST OF REVENUES

OPERATING EXPENSES:

General and administrative

General and administrative expenses

Research and development expenses

Selling expenses

Bad debt provision

Allowance for (Net recovery of) credit losses / doubtful accounts

Total operating expenses

OTHER INCOME (EXPENSE)

1 unchanged sentence

Interest expense

Other expense

Other income (expense)

Total other income

Loss from discontinued operations before income tax

( 1,580,259 )

Income tax provision

Loss from discontinued operation before noncontrolling interest

( 1,574,978 )

Loss from discontinued operations before non-controlling interest

Gain on disposal of discontinued operations

Net loss attributable to non-controlling interests

LOSS FROM DISCONTINUED OPERATION

$ ( 1,080,450 )

The major components of assets and liabilities

related to discontinued operations are summarized below:

net income (loss) attributable to non-controlling interests

INCOME FROM DISCONTINUED OPERATIONS

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

Other receivables, net

Advances to suppliers and other current assets, net

Loan receivables

Property and equipment, net

Right of use assets - operating 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

Amount due to related parties

Lease liability - operating lease

Total liabilities related to discontinued operations

1 unchanged sentence

In its operation of the business, management,

including our chief operating decision maker, who is our Chief Executive Officer, reviews certain financial information, including segmented

internal profit and loss statements prepared on a basis consistent with GAAP.

The Company operates in three segments:

supply chain financing service

and trading business, asset management service and others.

including the Company’s chief operating decision maker, who is the Company’s Chief Executive Officer , reviews certain financial

information, including segmented internal profit and loss statements prepared on a basis consistent with GAAP.

The Company operates in

three segments starting in fiscal 2021:

“supply chain financing service and trading business” and “others”.

described in Note 17.

DISCONTINUED OPERATIONS, certain subsidiaries were sold, dissolved or deregistered, resulting in material changes

to the Company’s business operations.

Consequently, the Company has reorganized its operations into the following three reportable

(1) Fast-Moving Consumer Goods (FMCG), (2) Trading Commission and Consulting services and (3) supply chain financing service

and trading business.

The Company began to provide supply chain financing

2 unchanged sentences

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

The Company began to provide brokerage services in October 2023.

During the last quarter of fiscal year 2024, the Company

commenced operations in the Fast-Moving Consumer Goods (FMCG) sector.

Some of the Company’s operations might not

individually meet the quantitative thresholds for determining reportable segments and the Company determines 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

Therefore, operating expenses and asset information by segment are not presented.

Segment profit represents the gross profit

of each reportable segment.

For the year ended December 31, 2025

Reportable segment revenue

2 unchanged sentences

Segment gross profit

For fiscal year 2023:

Brokerage service

For the year ended December 31, 2024

Reportable segment revenue

2 unchanged sentences

Segment gross profit

Loss from Continuing Operations before Income Tax:

Loss before Income Tax:

For the Years Ended

Supply Chain Financing/Trading

Brokerage service

Fast-Moving Consumer Goods

Trading Commission and Consulting services

Corporate and Unallocated

Total operating expenses and other expense

Loss from Continuing Operations before Income Tax

Total operating expenses and other expenses

Loss before income tax

$ ( 30,946,254 )

$ ( 33,739,005 )

Segment assets:

Segment assets as of December 31, 2025 and 2024:

Supply Chain Financing/Trading

Brokerage service

Fast-Moving Consumer Goods

Trading Commission and Consulting services

Corporate and Unallocated

Assets related to discontinued operation

Assets subject to attribution to business segments

largely include property, plant and equipment, receivable and right of use assets.

All other items are reflected in Corporate and Unallocated.

Assets related to discontinued operations

DEBT RESTRUCTURING

During the year ended December 31, 2025, the Company

entered into troubled debt restructurings with FT Global (“the Creditor”) due to financial difficulties.

On June 17, 2025,

the Company entered into a settlement and forbearance agreement (“the Agreement”) with FT Global.

Pursuant to the Agreement,

the company was required to pay an aggregate settlement amount of $ 4.0 million and issue a total of 425,000 shares of common stock, among

which, (i) $ 0.5 million was paid no later than June 20, 2025, (ii) $ 1.0 million, $ 1.3 million and $ 1.2 million shall be paid within six

months, twelve months and eighteen months after signing of the Agreement, respectively, (iii) 15,000 shares and 85,000 shares of common

stock were issued on June 30, 2025 and July 2, 2025, respectively, and (iv) 162,500 shares and 162,500 shares of common stock shall be

issued no earlier than six months and twelve months following the agreement’s effective date, respectively.

As of December 31, 2025,

a total of 110,000 shares of common stock had been issued and an aggregate amount of $ 1.85 million had been repaid to the Creditor.

The Company derecognized the amount previously

due to FT Global, and recognized the present value of total settlement amount including the above-mentioned cash payments and common stocks

in paid-in capital and other payables on the consolidated balance sheets.

Upon the debt restructurings, the Company recognized a gain

of $ 3.07 million which was recorded as gain on debt restructuring on the consolidated statement of operations and comprehensive loss.

COMMITMENTS AND CONTINGENCIES

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.

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.

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.

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.

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

Once the 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

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 disclosures.

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

1 unchanged sentence

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

the interpretation and application of PRC laws and regulations, including, but not limited to, the laws and regulations governing the

Company’s business and the enforcement and performance of the Company’s arrangements with customers in certain circumstances.

The Company is considered foreign persons or foreign funded enterprises under PRC laws and, as a result, the Company is 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.

The Company cannot predict what effect the interpretation of

existing or new PRC laws or regulations may have on the Company’s business.

Customer concentration risk

For the year ended December 31, 2025, 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.

accounted for 16.42 % and 10.59 % of the Company’s total revenue, respectively.

For the year ended December 31, 2024, two customers

accounted for 36.60 % and 13.85 % of the Company’s total revenues, respectively.

Vendor concentration risk

For the year ended December 31, 2025, two vendors

accounted for 60.70 % and 33.52 % of the Company’s total purchases, respectively.

For the year ended December 31, 2024, one vendor

accounted for 88.87 % 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

The Company has evaluated subsequent events through

the date of the issuance of the consolidated financial statements and no subsequent event is identified.

the date of the issuance of the consolidated financial statements and did not identify any subsequent events except those disclosed above

that would have required adjustment or disclosure in the financial statements.

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