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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR

15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION

13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from _________ to _________

Commission File Number 001-34502

Future FinTech Group Inc.

(Exact name of registrant as specified in its

charter)

(State or other jurisdiction of (I.R.S. Employer

incorporation or organization) Identification Number)

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

(Address of principal executive offices) (Zip Code)

Registrant’s Telephone Number: 888-622-1218

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, $0.001 par value FTFT Nasdaq Capital Market

Securities registered pursuant to Section 12(g)

of the Act:

None

(Title of class)

Indicate by check mark if the registrant is a

well-known seasoned issuer, as defined in rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not

required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant

(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12

months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements

for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant

has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405

of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes

☒ No ☐

Indicate by check mark if disclosure of delinquent

filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge,

in definitive proxy statement or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this

Form 10-K. Yes ☐ No ☐

Indicate by check mark whether the registrant

is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.

See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”

and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐

Non-accelerated filer ☒ Smaller reporting company ☒

Emerging growth company ☐

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant

has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial

reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or

issued its audit report. ☐

If securities are registered pursuant to Section

12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction

of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error

corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s

executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant

is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The

aggregate market value of voting and nonvoting stock held by non-affiliates of the registrant, based upon the closing price of $1.30

per share for shares of the registrant’s Common Stock on June 30, 2023, the last business day of the registrant’s most recently

completed second fiscal quarter as reported by the NASDAQ Capital Market, was approximately $15.3 million.

The number of shares of Common Stock outstanding as of April 12, 2024

was 19,985,410.

FUTURE FINTECH GROUP INC.

Annual

Report on Form 10-K for Fiscal Year Ended December 31, 2023

PART I 1

ITEM 1 – BUSINESS 1

ITEM 1A – RISK FACTORS 23

ITEM 1B – UNRESOLVED STAFF COMMENTS 42

ITEM 1C – Cybersecurity 42

ITEM 2 – PROPERTIES 43

ITEM 3 – LEGAL PROCEEDINGS 43

ITEM 4 – MINE SAFETY DISCLOSURES 44

ITEM 6 – [RESERVED] 45

ITEM 7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 55

ITEM 8 – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 55

ITEM 9A – CONTROLS AND PROCEDURES 55

ITEM 9B – OTHER INFORMATION 56

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. 56

PART III 57

ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 57

ITEM 11 – EXECUTIVE COMPENSATION 61

ITEM 14 – PRINCIPAL ACCOUNTING FEES AND SERVICES 66

ITEM 15 – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 68

SIGNATURE 71

NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K for the fiscal

year ended December 31, 2023 (“Annual Report”) of Future Fintech Group, Inc. (together with our direct or indirect subsidiaries,

“we,” “us,” “our”, “the Company” or “Future FinTech”) includes forward-looking

statements regarding, among other things, Future FinTech’s plans, strategies and prospects, both business and financial. Although

Future FinTech believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are

reasonable, Future FinTech cannot assure you that we will achieve or realize these plans, intentions or expectations. Forward-looking

statements are inherently subject to risks, uncertainties and assumptions including, without limitation, the factors described under

“Risk Factors” from time to time in Future FinTech’s filings with the SEC. Many of the forward-looking statements

contained in this presentation may be identified by the use of forward-looking words such as “believe”, “expect”,

“anticipate”, “should”, “planned”, “will”, “may”, “intend”, “estimated”,

“aim”, “on track”, “target”, “opportunity”, “tentative”, “positioning”,

“designed”, “create”, “predict”, “project”, “seek”, “would”,

“could”, “continue”, “ongoing”, “upside”, “increases” and “potential”,

among others. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this

presentation are set forth in other reports or documents that we file from time to time with the SEC, and include, but are not limited

to:

● fluctuations in the supply of products from our suppliers;

● our ability to attract and retain customers;

● impact of competitive activities on our business;

● the result of future financing efforts;

● risks associated with the adverse effects of COVID-19 pandemic globally;

● other economic, financial and regulatory factors beyond the Company’s control.

Any or all of our forward-looking statements

in this report may turn out to be inaccurate. They can be affected by inaccurate assumptions we might make or by known or unknown risks

or uncertainties. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially as a result

of various factors, including, without limitation, the risks outlined under “Item 1A. Risk Factors” in this Annual Report.

In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will

in fact occur. You should not place undue reliance on these forward-looking statements.

We undertake no obligation to update forward-looking

statements to reflect subsequent events, changed circumstances or the occurrence of unanticipated events except as required by law.

Future Fintech Group, Inc. is a holding company

incorporated in Florida and it is not an operating company. As a holding company with no material operations of its own, the Company

conducts its business through its subsidiaries. It is the holding company that the investors will hold an interest.

Unless otherwise stated, as used in this report

“we,” “us,” “Company,” “our,” or “Future FinTech” refers to Future FinTech

Group Inc., a Florida holding company, and “VIE” refers to the PRC variable interest entity, Cloud Chain E-Commerce (Tianjin)

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

Summary of Significant Risk Factors

The following is a summary

of significant risk factors and uncertainties that may affect our business, which are discussed in more detail below in “Part I—Item

1A—Risk Factors” included in this Annual Report on Form 10-K:

Risks Related to Our Business

Risks Related to Doing Business in the PRC

iii

Risks Related to Our Common Stock

Other risks and uncertainties, including those listed under “Part

I—Item 1A—Risk Factors”.

These factors should not be construed as exhaustive,

and should be read with the other cautionary statements, and other information in this Annual Report on Form 10-K, and our

other filings with the SEC.

PART I

ITEM 1 – BUSINESS

Overview

Future FinTech is a holding company incorporated

under the laws of the State of Florida. The Company historically engaged in the production and sale of fruit juice concentrates (including

fruit purees and fruit juices), fruit beverages (including fruit juice beverages and fruit cider beverages) in the PRC. Due to drastically

increased production costs and tightened environmental laws in China, the Company had transformed its business from fruit juice manufacturing

and distribution to financial technology related service businesses. The main business of the Company includes supply chain financing

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

expanded into brokerage and investment banking business in Hong Kong and cryptocurrency mining farm in the U.S. The Company had

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

the negative impact caused by COVID-19. The Company started the process to close it down in November 2023 and completed deregistration

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

There are legal and operational risks associated

with being based in and having a substantial majority of operations in China and Hong Kong. These risks could result in a material change

in our operations and/or the value of our common stock or could significantly limit or completely hinder our ability to offer or continue

to offer securities to investors and cause the value of our shares to significantly decline or be worthless. In the past few years, the

PRC government initiated a series of regulatory actions and statements to regulate business operations in China with little advance notice,

including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed overseas

using variable interest entity structure, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts

in anti-monopoly enforcement. On July 6, 2021, the General Office of the Communist Party of China Central Committee and the General Office

of the State Council jointly issued an announcement to crack down on illegal activities in the securities market and promote the high-quality

development of the capital market, which, among other things, requires the relevant governmental authorities to strengthen cross-border

oversight of law-enforcement and judicial cooperation, to enhance supervision over China-based companies listed overseas, and to establish

and improve the system of extraterritorial application of the PRC securities laws. On February 15, 2022, Cybersecurity Review Measures

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

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

China, State Administration of Radio and Television, China Securities Regulatory Commission (“CSRC”), State Secrecy Administration

and State Cryptography Administration became effective, which provides that, Critical Information Infrastructure Operators (“CIIOs”)

that intend to purchase internet products and services and Online Platform Operators engaging in data processing activities that affect

or may affect national security shall be subject to the cybersecurity review by the Cybersecurity Review Office. On November 14, 2021,

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

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

file a cybersecurity review with the Office of Cybersecurity Review. On July 7, 2022, CAC promulgated the Measures for the Security Assessment

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

assessment coordinated by the CAC under the following circumstances: (i) any data processor transfers important data to overseas; (ii)

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

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

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

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

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

March 31, 2023. The New Overseas Listing Rules require Chinese domestic enterprises to complete filings with CSRC and report related information

under certain circumstances, such as: a) an issuer making an application for initial public offering and listing in an overseas market;

b) an issuer making an overseas securities offering after having been listed on an overseas market; c) a domestic company seeking an overseas

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

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

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

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

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

to make any filing until it conducts a new offering in the future. Furthermore, upon the occurrence of any of the material events specified

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

thereof to the CSRC within 3 business days after the occurrence and public disclosure of the event: (i) change of control; (ii) investigations

or sanctions imposed by overseas securities regulatory agencies or other competent authorities; (iii) change of listing status or transfer

of listing segment; or (iv) voluntary or mandatory delisting. The New Overseas Listing Rules stipulate the legal consequences to

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

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

responsible persons may also be barred from entering the securities market. On February 24, 2023, the CSRC, the Ministry of Finance,

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

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

Confidentiality and Archives Administration Provisions, which took effect on March 31, 2023. PRC domestic enterprises seeking to offer

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

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

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

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

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

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

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

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

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

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

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

business, accept foreign investment or list on a U.S. or other foreign stock exchange except for the filing requirement under New Overseas

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

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

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

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

to accept foreign investments or continue to list on a U.S. or other foreign stock exchange. Any change in foreign investment regulations,

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

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

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

In the opinion of our PRC counsel Fengdong Law

Firm, subsidiaries of the Company are incorporated and operating in mainland China have received all required permissions from Chinese

authorities to operate their current business in China, including Business licenses and Bank Account Open Permits, as of the date of this

report.

In the opinion of Fengdong Law Firm, as of the

date of this report, we, our subsidiaries in China are not subject to permission requirements from the CSRC or CAC or any other entity

that is required to approve of their operations and have not received or were denied such permissions by any PRC authorities. Currently,

we are required to file with CSRC for any offerings under New Overseas Listing Rules. The Company is still processing the filings with

CSRC for its offerings since the effective of New Overseas Listing Rules and has not complied the filing requirements yet which would

subject the Company to fines and other penalties for violation of New Overseas Listing Rules. Given the current PRC regulatory environment,

it is uncertain whether we, our subsidiaries, will be able to obtain permission from the PRC government to offer our securities to foreign

investors, and even when such permission is obtained, whether it will be denied or rescinded. If we or any of our subsidiaries do not

receive or maintain such permissions or approvals, inadvertently conclude that such permissions or approvals are not required, or applicable

laws, regulations, or interpretations change and we or our subsidiaries are required to obtain such permissions or approvals, it could

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

our securities to significantly decline or become worthless. Failure to take timely and appropriate measures to adapt to any of these

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

The Company’s

auditor, Fortune CPA Inc. is headquartered in California and the Public Company Accounting Oversight Board (United States) (the “PCAOB”)

currently has access to inspect the working papers of our auditor. On December 15, 2022, the PCAOB Board determined that the PCAOB was

able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong

Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate

the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination. On December 29, 2022, a

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

into law by President Biden. The Consolidated Appropriations Act contained, among other things, an identical provision to Accelerating

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

under the HFCA Act from three years to two. The Holding Foreign Companies Accountable Act and related regulations currently

does not affect the Company as the Company’s auditor is subject to PCAOB’s inspection and investigation.

As a holding company,

we may rely on dividends and other distributions on equity paid by our subsidiaries for our cash and financing requirements. If any of

our subsidiaries incurs debt on its own behalf in the future, the instruments governing such debt may restrict their ability to pay dividends

to us. However, neither any of our subsidiaries or the VIE has made any dividends, other distributions or cash transfers to our holding

company or any U.S. investors as of the date of this report. In the future, cash proceeds raised from overseas financing activities may

be transferred by us to our PRC subsidiaries via capital contribution or shareholder loans, as the case may be. As a holding company,

we may rely principally on dividends and other distributions on equity paid by our subsidiaries for our cash and financing requirements

we may have. As of the date of this report, we do not have cash management policies and procedures in place that dictate how funds are

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

“Dividend Distribution and Cash Transfer Between the Holding Company and Subsidiaries.”

As of the date of this

report, no dividends or distributions have been made between the holding company, its subsidiaries, and consolidated VIE, or to investors

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

owed under the VIE Agreements in the foreseeable future. To the extent cash and/or assets in the business are in the PRC and/or Hong Kong

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

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

on the ability of us or our subsidiaries by the PRC government to transfer cash and/or assets. See “Dividend Distribution

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

to shareholders due to PRC laws and other contractual requirements. To the extent cash and/or assets in the business are in the PRC and/or

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

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

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

In March 2022, FTFT

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

the Financial Conduct Authority (FCA), a UK regulator. This status grants FTFT UK Limited the ability to distribute or redeem e-money

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

On April 14, 2022, the

Company established Future Trading (Chengdu) Co., Ltd. Its business is bulk commodities supply chain financing services and trading.

On April 18, 2022, the

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

S.A., a company incorporated in Republic of Paraguay for $288. The Company owns 90% and FTFT HK owns 10% of Kazan S.A., respectively.

Kazan S.A. has no operation before the acquisition. The Company is developing bitcoin and other cryptocurrency mining and related service

business in Paraguay. The Company has changed its name from KAZAN S.A to FTFT Paraguay S.A. on July 28, 2022.

On September 29, 2022,

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

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

pursuant to a Share Purchase Agreement (the “Agreement”) dated September 1, 2021. Khyber Money Exchange Ltd. is a money transfer

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

phone. Khyber Money Exchange Ltd. is regulated by the UK Financial Conduct Authority (FCA) and the parties received approval by the FCA

before the formal closing of the transaction. On October 11, 2022, the Company changed the name of Khyber Money Exchange Ltd. to FTFT

Finance UK Limited.

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 SZ”). Alpha HK holds Type 1 ’Securities Trading’, Type 2 ‘Futures

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

Commission. Alpha SZ provides technical support services to Alpha HK. The share transfer transaction was approved by the Securities

and Futures Commission of Hong Kong (“SFC”) in August 2023 and the acquisition was closed on November 7, 2023. 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 January 26, 2023,

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

its Second Amended and Restated Articles of Incorporation, as amended (“Articles of Incorporation”). As a result of the Amendment,

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

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

(the “Reverse Stock Split”). The common stock will continue to be $0.001 par value. The Company rounds up to the next full

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

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

shares that would otherwise have resulted from the Reverse Stock Split. No changes are being made to the number of preferred shares of

the Company which remain as 10,000,000 preferred shares as authorized but not issued. The amendment to the Articles of Incorporation

of the Company will take effect at 1:00am Eastern Time on February 1, 2023. The Reverse Stock Split and Amendment were authorized and

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

Corporation Act of the State of Florida.

The Company

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

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

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

was not possible during the outbreak of COVID-19. CCM has generated minimal revenue and business since 2021, despite the Company

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

eCAAS platform during the second quarter of 2021. The Company started a process to close it down in November 2023 and completed

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

The Company currently has nine directly controlled

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

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

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

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

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

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

a company incorporated under the laws of Ohio.

SkyPeople Foods Holdings Limited (“SkyPeople

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

held 100% of the equity interest of HeDeTang Holdings (HK) Ltd. (“HeDeTang HK”), a company organized under the laws of the

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

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

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

concentrates, fruit juice beverages and other fruit-related products in the PRC and overseas markets. On February 27, 2020, SkyPeople

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

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

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

shareholders meeting of the Company on February 26, 2020 (the “Sale Transaction”). SkyPeople BVI had no operational assets

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

Our organizational structure as of December 31,

2023 is set forth in the diagram:

Contractual Arrangements

Equity

Interest

VIE Contractual Arrangements

On July 31, 2019, Cloud

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

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

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

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

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

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

a major shareholder of the Company and the son of Mr. Yongke Xue, the President of the Company. Mr. Kai Xu was the Chief Operating Officer

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

and the vice president of blockchain division of the Company. The VIE is consolidated for accounting purposes but is not an entity

in which we own equity.

Pursuant to Chinese

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

Network is an indirectly wholly foreign owned enterprise of the Company (“WFOE”). In order to comply with Chinese law and

regulations, CCM Network agreed to provide E-Commerce Tianjin an Exclusive Operation and Use Rights Authorization to operate and use

the Chain Cloud Mall System owned by CCM Network. Although the VIE Contractual Arrangements have been widely adopted by PRC companies

seeking for listing aboard, such arrangements have not been truly tested in any of the PRC courts. There are very few precedents

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

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

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

that it could cause the value of our securities to significantly decline or become worthless. The VIE structure is used to provide investors

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

types of operating companies, and that investors may never hold equity interests in the VIE. If the consolidated VIE or its shareholders

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

resources to enforce such arrangements.

The following is a summary

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

Contractual Arrangements with The Consolidated

Affiliated Entity and Its Respective Shareholders

The contractual arrangements

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

conditions for consolidation of the VIE under U.S. GAAP, pursuant to which E-Commerce Tianjin is considered a VIE under the Statement

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

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

Company, through CCM Network, is the primary beneficiary of E-Commerce Tianjin for accounting purposes. A VIE is an entity that either

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

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

residual returns of the entity. The variable interest holder, if any, that has a controlling financial interest in a VIE is deemed to

be the primary beneficiary of, and must consolidate, the VIE. CCM Network has a controlling financial interest in, receives the economic

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

the conditions for consolidation of the VIE under U.S. GAAP. Pursuant to the contractual arrangements with CCM Network, E-Commerce Tianjin

shall pay service fees equal to all of its net profit after tax to CCM Network. Such contractual arrangements are designed so that the

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

As a result of the contractual

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

subsidiaries as the consolidated affiliated entities under U.S. GAAP. We have consolidated the financial results of the VIE in our consolidated

financial statements in accordance with U.S. GAAP.

Exclusive Technology Consulting and Service

Agreement.

Pursuant to the Exclusive

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

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

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

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

of E-Commerce Tianjin. Without the prior written consent of CCM Network, E-Commerce Tianjin may not accept the same or similar technology

consulting and services provided by any third party during the term of the agreement. All the benefits and interests generated from the

agreement, including but not limited to intellectual property rights, know-how and trade secrets, will be CCM Network’s sole and

exclusive property. This agreement has a term of 10 years and may be extended unilaterally by CCM Network with CCM Network’s written

confirmation prior to the expiration date. E-Commerce Tianjin cannot terminate the agreement early unless CCM Network commits fraud,

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

Exclusive Purchase Option Agreement and Power

of Attorney.

Pursuant to the Exclusive

Purchase Option Agreement, Mr. Zeyao Xue and Mr. Kai Xu granted to CCM Network and any party designated by CCM Network the exclusive

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

Interests,” at a purchase price equal to the registered capital paid by Mr. Zeyao Xue and Mr. Kai Xu for the Equity Interests,

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

Pursuant to powers of attorney executed by Mr. Zeyao Xue and Mr. Kai Xu, they irrevocably authorized any person appointed by CCM Network

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

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

appointing or removing directors and executive officers. The person designated by CCM Network is entitled to dispose of dividends and

profits on the equity interest without reliance on any oral or written instructions of Mr. Zeyao Xue and Mr. Kai Xu. The powers of attorney

will remain in force for so long as Mr. Zeyao Xue and Mr. Kai Xu remain the shareholders of E-Commerce Tianjin. Mr. Zeyao Xue and Mr.

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

Equity Pledge Agreement.

Pursuant to the Equity

Pledge Agreements, Mr. Zeyao Xue and Mr. Kai Xu pledged all of the Equity Interests to CCM Network to secure the full and complete performance

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

Tianjin, Mr. Zeyao Xue, or Mr. Kai Xu breaches their contractual obligations under these agreements, then CCM Network, as pledgee, will

have the right to dispose of the pledged equity interests. Mr. Zeyao Xue and Mr. Kai Xu agree that, during the term of the Equity Pledge

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

and they also agree that CCM Network’s rights relating to the equity pledge should not be interfered with or impaired by the legal

actions of the shareholders of E-Commerce Tianjin, their successors or designees. During the term of the equity pledge, CCM Network has

the right to receive all of the dividends and profits distributed on the pledged equity. The Equity Pledge Agreements will terminate

on the second anniversary of the date when E-Commerce Tianjin, Mr. Zeyao Xue and Mr. Kai Xu have completed all their obligations under

the contractual agreements described above.

Spousal Consent Letters. The

spouse of Mr. Kai Xu (Mr. Zeyao Xue is not married), the shareholder of E-Commerce Tianjin has signed a spousal consent letter agreeing

that the equity interests in E-Commerce Tianjin held by and registered under the name of such shareholder will be disposed pursuant to

the contractual agreements with CCM Network. The spouse of such shareholder agreed not to assert any rights over the equity interest

in E-Commerce Tianjin held by such shareholder.

The VIE is consolidated

for accounting purposes but is not an entity in which we own equity. The VIE structure is subject to various risks. For example, the contractual

arrangements may not be as effective as direct ownership in providing us with control over E-Commerce Tianjin. We expect to rely on the

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

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

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

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

of PRC law and arbitration, litigation or other legal proceedings which could be a lengthy process and very costly. Since 2021, the VIE

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

it down in November 2023. On March 7, 2024, the Company completed deregistration and dissolution of the VIE with the approval by CCM Network,

E-Commerce Tianjin, Mr. Zeyao Xue and Mr. Kai Xu.

Dividend Distribution and Cash Transfer

Between the Holding Company and Subsidiaries

Our PRC operating entities receive a substantial

part of our revenue in the RMB. Under our current corporate structure, to fund any cash and financing requirements we may have, the Company

may rely on dividend payments from its ten direct wholly-owned subsidiaries. Under existing PRC foreign exchange regulations, payments

of current account items, such as profit distributions and trade and service-related foreign exchange transactions, can be made in foreign

currencies without prior approval from State Administration of Foreign Exchange or the SAFE by complying with certain procedural requirements.

Therefore, our Chinese subsidiaries are able to pay dividends in foreign currencies to us without prior approval from SAFE, subject to

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

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

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

into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies.

The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions. For

the Company and our subsidiaries in Hong Kong, BVI, Japan, Cayman, UK, Dubai and U.S. (“Non-PRC Entities”), there is no restrictions

on foreign exchange for such entities and they are able to transfer cash among these entities across borders. Also, there is no restrictions

and limitations on the abilities of Non-PRC Entities to distribute earnings from their businesses, including from subsidiaries to the

parent company or from the Company to the U.S. investors.

Current PRC regulations permit our PRC subsidiaries

to pay dividends to the Company only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards

and regulations. In addition, each of our subsidiaries in China is required to set aside at least 10% of its after-tax profits each year,

if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Each such entity in China is also required

to further set aside a portion of its after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any,

is determined at the discretion of its board of directors. Although the statutory reserves can be used, among other ways, to increase

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

not distributable as cash dividends except in the event of liquidation. Under the existing laws of Hong Kong, funds from capital accounts

can be repatriated and remitted overseas without restrictions, and there is no foreign exchange control imposed.

To the extent cash and/or assets in the business

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

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

ability of us or our subsidiaries by the PRC government to transfer cash and/or assets. See “Risk Factor - We could be restricted

from paying dividends to shareholders due to PRC laws and other contractual requirements.” and “Risk Factor - We could

be restricted from paying dividends to shareholders due to PRC laws and other contractual requirements. To the extent cash and/or assets

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

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

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

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

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

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

Cash dividends, if any, on our shares of common

stock will be paid in U.S. dollars. If we are considered a PRC tax resident enterprise for tax purposes, any dividends we pay to our

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

10.0%. Pursuant to the Arrangement between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of

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

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

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

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

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

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

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

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

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

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

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

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

Impact of COVID-19 on our Business

In December 2019, a novel strain of coronavirus

was reported and has spread throughout China and other parts of the world. On March 11, 2020, the World Health Organization characterized

the outbreak as a “pandemic”. In early 2020, Chinese government took emergency measures to combat the spread of the virus,

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

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

the health and safety of its employees, contractors, suppliers and business partners. Our offices in China were closed and the employees

worked from home at the end of January 2020 until late March 2020. The quarantines, travel restrictions, and the temporary closure of

office buildings have materially negatively impacted our business. The outbreak has had and might continue to have disruption to our supply

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

impact our business and results of operations. There were outbreaks in various cities and provinces in China due to Omicron variant, such

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

temporary closure of office buildings and facilities in these cities. In December 2022, the Chinese government eased its strict zero

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

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

and distributors through meetings and conferences. Chinese government put a restriction on large gatherings in 2020 and 2021, which made

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

new members for its online e-commerce platforms. Since 2021, CCM generated minimal revenue and business for the Company. The Company

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

7, 2024.

While the potential economic impact brought by

new variants of COVID-19 may be difficult to assess or predict, a widespread pandemic could result in significant disruption of global

financial markets, reducing our ability to access capital, which could negatively affect our liquidity. Further, as we do not have access

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

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

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

Company Strategy and Principal Products and

Services

Our core business historically was 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 and internationally. Due to drastically increased production cost and tightened environmental laws in China,

the Company has transformed its main business from fruit juice manufacturing and distribution to a real-name blockchain e-commerce platform

that integrates blockchain and internet technology in fiscal year 2019. Due to the outbreak of COVID-19, the Chinese government put

a restriction on large gatherings. These restrictions made the promotion strategy for our online e-commerce platforms difficult to implement

and the Company experienced difficulties to subscribe new members for its online e-commerce platforms. Since 2021, CCM e-commerce platform

has generated minimal revenue and business for the Company. The Company started a process to close it down in November 2023 and completed

deregistration and dissolution of the VIE with local authority on March 7, 2024. Currently, the Company mainly generates its revenues

from its supply chain financing/trading and asset management business. During the fiscal year of 2023, the supply chain financing and

asset management business contributed 59% and 37% of our revenues, respectively. During the fiscal year of 2022, the supply chain financing

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

On September 29, 2022, FTFT UK Limited completed

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

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

Purchase Agreement (the “Agreement”) dated September 1, 2021. Khyber Money Exchange Ltd. is a money transfer company with

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

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

formal closing of the transaction.

In March 2022, FTFT UK Limited received has received

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

Authority (FCA), a UK regulator. This status grants FTFT UK Limited the ability to distribute or redeem e-money and provide certain financial

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