ITEM 7 – MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the
consolidated financial condition and results of operations should be read in conjunction with the consolidated financial statements and
related notes appearing elsewhere in this report. This discussion and analysis contains forward-looking statements that involve risks,
uncertainties and assumptions. Our actual results could differ materially from the results described in or implied by these forward-looking
statements as a result of various factors, including those discussed below and elsewhere in this Annual Report on Form 10-K, particularly
under the heading “Risk Factors.”
Overview
Future FinTech is a holding company incorporated
under the laws of the State of Florida and it is not a Chinese operating company. As a holding company with no material operations of
our own, we conduct a substantial majority of our operations through our subsidiaries and this structure involves unique risks to investors.
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 People’s Republic of China. 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 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 contractual arrangements with a VIE E-Commerce Tianjin in China, which has generated minimal revenue and
business since 2021 due to the negative impact caused by COVID-19. The Company started the process to close it down in November 2023 and
completed deregistration and dissolution of the VIE with local authority on March 7, 2024.
On August 6, 2021, the Company completed acquisition
of 90% of the issued and outstanding shares of Nice Talent Asset Management Limited (“NTAM”), a Hong Kong-based asset management
company, from Joy Rich Enterprises Limited (“Joy Rich”). NTAM is licensed under the Securities and Futures Commission of Hong
Kong (“SFC”) to carry out regulated activities in Type 4: Advising on Securities and Type 9: Asset Management.
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).
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 plans to develop bitcoin and other cryptocurrency mining
and related services 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.
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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.
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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 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.
Supply Chain Financing
Service and Trading in China
Since the second quarter
of 2021, we started supply chain financing service and trading business, which currently includes coal, aluminum ingots, sand and steel
supply chain financing service and trading business.
Our supply chain finance business mainly serves
the receivables and payables of industrial customers, obtains the creditor’s rights or commodity goods rights of large state-owned
enterprises through trade execution, provides customers with working capital, accelerates capital turnover, and then expands the business
scale and improves the industrial value.
Through our supply chain service ability and customer
resources, we can tap into low-risk assets, flexibly carry out financial services around the actual financial needs of certain industries,
and reduce the overall risk of the business by using the control of business flow, goods logistics and capital flow in the process of
commodity circulation.
We focus on bulk commodity goods such as sand,
steel, coal and aluminum ingots and take large state-owned or listed companies as the core service targets; We use our own funds as the
operation basis, actively uses a variety of channels and products for financing, such as banks, commercial factoring companies, accounts
receivable, asset-backed securities, and other innovative financing methods to obtain sufficient funds.
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We sign purchase and sale agreements with suppliers
and buyers. The suppliers are responsible for the supply and transportation of goods to the end users’ designated freight yard or
transfer the title to us in certain warehouses. We also provide trading service as we don’t take control over the ownership of the
goods but receive lower margin for the transaction. For the sale of goods where we obtain control of the goods before transferring it
to the customer, we recognize revenue based on the gross revenue amount billed to customers as sales of goods. We consider multiple factors
when determining whether we obtain control of third-party goods, including evaluating if we can establish the price of the goods, retain
inventory risk for tangible goods or have the responsibility for ensuring acceptability of the goods. We recognize net revenue as agent
services for the sales of coals, aluminum ingots, sand and steel when no control obtained throughout the transactions. We select
the customers and suppliers that have good credit and reputation.
Asset Management,
Brokerage and Investment Banking Services in Hong Kong.
The Company acquired
90% of the issued and outstanding shares of Nice Talent Asset Management Limited (“NTAM”), a Hong Kong-based asset management
company in August 2021. NTAM was founded in 2018 and it engages asset management and advisory services. NTAM is licensed under the Securities
and Futures Commission of Hong Kong (SFC) for carrying out regulated activities in “Advising on Securities” and “Asset
Management”. NTAM offers diversified asset management portfolio for professional investors. Assets of NTAM’s clients are held
in banks, where clients gave the banks their authorization allowing NTAM to place trading instructions on behalf of the clients in order
to manage the clients’ assets.
NTAM mainly engages in following asset management services for its
clients:
(1) Equity Investment
NTAM manages clients’ investment portfolio
in stocks of the companies listed on the international market with strong liquidity. At the same time, it selects companies that have
unique or differentiated businesses, realizing above average profit growth.
(2) Debt investment
When NTAM manages clients’ investment portfolio
in bonds that are denominated in major international currencies such as US dollar, euro and sterling, the issuer of debts shall have good
credit rating and asset liability ratio. Through active management, NTAM focuses on bonds with higher yield to maturity among bonds with
the same maturity and credit rating.
(3) Precious metals and currencies investment
NTAM also manages clients’ investment portfolio
in major international currencies and precious metals, including US dollar, euro, British pound, Japanese yen, Australian dollar and offshore
Chinese yuan. Precious metals include gold, platinum and silver. With research on the fundamentals of market supply and demand to predict
the trend of commodity prices, NTAM endeavors to improve the rate of return for clients through dual currency investment, options and
structured products.
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(4) Derivative Investment
NTAM also manages clients’ investment portfolio
in financial derivatives in different asset classes, such as options and structured products.
(5) External Asset Management Services (EAM)
This business takes customer demand as the service
purpose, cooperates with several private banks which provide asset custody services, and innovatively introduces the function of investment
bank to provide exclusive private solutions for our clients.
NTAM’s main revenue is generated from providing
professional advices to clients and management fees for managing the investment of the clients. As of December 31, 2023, NTAM has
approximately US$346 million assets under its management.
Money Transfer Business
FTFT Finance UK Limited (“FTFT Finance”)
formerly known as Khyber Money Exchange Ltd. was acquired by FTFT UK in September 2022. It is regulated by UK Financial Conduct
Authority (“FCA”) for its cross-border money transfer systems and service. FTFT Finance was incorporated in 2009 and is a
pioneer in the UK for money remittance services. FTFT Finance provides money transfer services through its platform to transfer money
around the world via one of its agent locations or its online portal, mobile platform, or over the phone. FTFT Finance is headquartered
in the UK and it has a trade name of FTFT Pay. FTFT Finance’s plan is to develop products and services across different regions
of the world.
FTFT Finance is a financial platform that enables
its customers to send their hard-earned money to their country of origin, or any other country of their liking, with ease and at a reasonable
cost, transparent exchange rate and without any hidden charges. We believe our customers and their diverse backgrounds that has helped
FTFT Finance to become a credible and trustworthy money remittance business.
Remittance service is a highly saturated market
in the United Kingdom and there are many companies that offer remittance services. FTFT Finance has an edge over companies like wise in
many different ways, for example, FTFT Finance offers competitive rates for its services and does not charge customer fees for remittance
to Pakistan as it receives its rebate from local banks. This approach provides gives us an advantage over our competitors.
According to the Office for National Statistics,
the UK economy grew by 0.1% for the year of 2023, and GDP per capita fell by 0.6% for the year of 2023, and the slow-down of UK economy
directly cause the decline in the amount and frequency of remittance business which also negatively impacted our business. Also, the exchange
rate fluctuation in 2023 is relatively large, which significantly reduced our income.
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 down its operations 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.
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Discontinued Operations
On June 27, 2022, Chain Cloud Mall Logistics Center
(Shaanxi) Co., Limited was dissolved and deregistered.
On June 16, 2023, QR (HK) Limited was dissolved
and deregistered.
On December 5, 2023, FTFT PARAGUAY S.A. was dissolved.
On March 7, 2024, E-Commerce Tianjin was dissolved
and deregistered.
Segment Information Reclassification
The Company’s businesses mainly are Supply
Chain Financing and Trading Services and Asset Management Services.
Use of Estimates
The Company’s consolidated financial statements
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 at contingent assets and liabilities at the date of the consolidated financial statements
and reported amounts of revenue and expenses during the reporting period. The significant areas requiring the use of management estimates
include 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, valuation of change in fair value of warrant liability, 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.
Fair Value of Financial Instruments
On January 1, 2009, the Company adopted FASB Accounting
Standard Codification Topic on Fair Value Measurements and Disclosures (“ASC 820”), which defines fair value, establishes
a framework for measuring fair value in GAAP, and expands disclosures about fair value measurements. ASC 820 does not require any new
fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source
of the information. In February 2008, FASB deferred the effective date of ASC 820 by one year for certain non-financial assets and non-financial
liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually).
The Company adopted the provisions of ASC 820, except as it applies to those non-financial assets and non-financial liabilities for which
the effective date has been delayed by one year.
ASC 820 establishes a three-level valuation hierarchy
of valuation techniques 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 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. Classification within the hierarchy
is determined based on the lowest level of input that is significant to the fair value measurement.
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Revenue Recognition
The Company adopted ASC 606, Revenue from Contracts
with Customers, from January 1, 2018. The adoption had no impact on the Company’s retained earnings as of January 1, 2018 as well
as the Company’s financial statements for the year ended December 31, 2019. To achieve that core principle, we apply the five steps
defined under Topic 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 is recognized upon the transfer of control of promised goods or services to
a customer. Historically, the Company has not had any returned products. Accordingly, no provision has been made for returnable goods.
The Company is not required to rebate or credit a portion of the original fee if it subsequently reduces the price of its products.
Foreign Currency and Other Comprehensive Income
The financial statements of the Company’s
foreign subsidiaries are measured using the local currency as the functional currency; however, the reporting currency of the Company
is the United States dollar (“USD”). Assets and liabilities of the Company’s foreign subsidiaries have been translated
into USD using the exchange rate at the balance sheet date, while equity accounts are translated using historical exchange rate. The average
exchange rate for the period has been used to translate revenues and expenses. Translation adjustments are reported separately and accumulated
in a separate component of equity (cumulative translation adjustment).
Other comprehensive income for the years ended
December 31, 2023 and 2022 represented foreign currency translation adjustments and were included in the consolidated statements of comprehensive
income.
There is no guarantee the RMB amounts could have
been, or could be, converted into USD at rates used in translation.
Income Taxes
Income taxes are provided on an asset and liability
approach for financial accounting and reporting of income taxes. Any tax paid by subsidiaries during the year is recorded. Current tax
is based on the profit or loss from ordinary activities adjusted for items that are non-assessable or disallowable for income tax purpose
and is calculated using tax rates that have been enacted at the balance sheet date. Deferred income tax liabilities or assets are recorded
to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and the financial reporting
amounts at each period end. A valuation allowance is recognized if it is more likely than not that some portion, or all, of a deferred
tax asset will not be realized.
ASC 740 provides guidance for recognizing and
measuring uncertain tax positions, and it prescribes a threshold condition that a tax position must meet for any of the benefits of the
uncertain tax position to be recognized in the financial statements. ASC 740 also provides accounting guidance on derecognizing, classification
and disclosure of these uncertain tax positions.
Impairment of Long-Lived Assets
In accordance with the FASB 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. It is reasonably possible that these assets could become impaired as a result of technological or other
industrial changes. Determination of recoverability of assets to be held and used is by comparing the carrying amount of an asset to future
net undiscounted cash flows to be generated by the assets.
If such assets are considered to be impaired,
the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets.
Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.
Recent Accounting Pronouncements
We have reviewed all the recently issued, but
not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.
See Note 2. Summary of Significant Accounting Policies, to our Consolidated Financial Statements for a description of applicable recent
accounting pronouncements.
52
Comparison of Operation Results of years ended
December 31, 2023 and 2022
Revenue
The following table presents our consolidated revenues for our main
products and services for the fiscal years 2023 and 2022, respectively, (in thousands):
Year ended December 31, Change
Revenue increased from $23.88 million in 2022
to $34.86 million in 2023, increase of $10.98million or 46%. The increase in overall revenue was mainly due to increase in revenues generated
from sand and steel supply chain financing and trading business as Chinese government eased strict control measures for COVID-19 at the
end of 2022 and business and transportation have resumed to normal in early 2023 while there were many lockdowns in 2022.
Asset management service decreased by $0.75 million
from $13.63 million for the year ended December 31, 2022 to $12.88 million in the same period of 2023, which mainly due to that clients
are cautious on investing stock and other investments during market conditions in the 2023, which has reduced our revenue in asset
management fees.
Other revenues increased from $0.14 million for the year ended December
31, 2022 to $1.21 million for the same period of 2023, mainly due to the increased cryptocurrency mining service fee to approximately
$0.21 million in 2023 from $0.05 million in 2022 and the debt recovery consulting service fee of approximately $0.63 million as well as
US dollar bond service income from new acquisitions business during the year ended December 31, 2023 which we did not have such income
in 2022.
Gross Margin
(in thousands)
Gross profit Gross margin Gross profit Gross margin
Overall gross profit deceased from approximately
$5.4 million in 2022 to approximately $4.9 million in 2023, mainly due to decrease of gross profit from asset management service business
as the slow-down in capital market and tough competition in Hong Kong in 2023, which was partially offset by increase of other gross profit,
mainly due to new consulting and US dollar bond services as well as increased gross profit for crypto mining service business in 2023
comparing to 2022. Overall gross margin as a percentage of revenue was 14.02% for the year ended 2023, a decrease of 8.57% compared to
22.59% for the same period of last fiscal year, mainly due to more revenues from the supply chain financing and trading service business
which had a lower gross margin comparing to asset management service.
53
Operating Expenses
The following table presents consolidated operating
expenses and operating expenses as a percentage of revenue for 2023 and 2022, respectively, (in thousands):
Amount % of revenue Amount % of revenue
(Recovery) Provision of doubtful debts (717 ) (1.99 )% 26 0.11 %
General and administrative expenses decreased
by $2.71 million, or 19.18%, from $14.17 million to $11.45 million for the year ended 2023, compared to the same period of last fiscal
year. The decrease in general and administrative expenses was mainly due to decreased professional service fees for acquisition projects
and certain training and consulting fees for the acquired and newly established companies during the year ended December 31, 2023.
Stock compensation expense increased by $2.18
million during the year ended 2023, compared to the same period of last fiscal year as the Compensation Committee of the Board of Directors
(the “Board”) of the Company granted more shares of common stock of the Company to certain officers and employees in 2023
which had more value than the shares we granted to the officers, employees and director of the Company in 2022.
Selling expenses decreased by $0.2 million to
$0.6 million in 2023 as compared to $0.8 million in 2022, the decrease in selling expenses was mainly due to decrease in selling expenses
from our supply chain business.
The Company recorded $14.16 millions of impairment
loss in the year ended December 31, 2023 relating to short term investment and goodwill impairment for NTAM, UK finance and Alpha HK &Alpha
Shenzhen.
Loss from Operations
Loss from operations increased by $7.61
million to $24.42 million for 2023 from $16.81 million for 2022, mainly due to increase in impairment loss and decrease of gross
profit.
Noncontrolling Interests
Shaanxi Chunlv Ecological Agriculture Co.,
Ltd. (“Shaanxi Chunlv”) holds 20.0% interest in Chain Cloud Mall Logistics Center (Shaanxi) Co., Limited, which was
dissolved and deregistered on June 27, 2022. Nature Worldwide Resources Ltd. holds 40% interest in DCON DigiPay Limited (“DCON
Digipay”). Each of Bin Wu and Lixiong Huang holds 25% and 20% interest in FTFT Capital Investments L.L.C., respectively.
Aspenwood Capital Partner Limited holds 9.52%, Lau kwai Chun holds 9.05%, Cheung Hiu Tung holds 1.9% and Choi Tsz Leung holds 2.38%
of equity interest of NATM. Yaohua Dai holds 20% equity interest of Future Fintech Digital Capital.
54
Loss per Share
Basic and diluted loss per share from continuing operations were $2.31
and $2.31 in fiscal 2023, as compared to $0.93 and $0.93 in fiscal 2022, respectively. Basic and diluted loss per share attributable to
discontinued operations was $0.03 and $0.03 for fiscal year 2023 as compared to basic and diluted income per share $0.02 and $0.02 for
fiscal year 2022 respectively.
Liquidity and Capital Resources
As of December 31, 2023, we had cash and cash
equivalents of $19.03 million, a decrease of $10.63 million, from $29.66 million as of December 31, 2022. The decrease in cash, cash equivalents
was mainly due the loss in operations and the impairment of goodwill for the year ended December 31, 2023 comparing to the same period
of 2022.
Our working capital has historically been generated
from our operating cash flows, advances from our customers and loans from bank facilities. Our working capital was $36.76 million as of
December 31, 2023, a decrease of $9.93 million from $46.69 million as of December 31, 2022, mainly due to a decrease in current assets.
In 2023, net cash used in our operating activities was $17.22 million
compared to net cash used in operating activities of $2.38 million in 2022. The increase in net cash used by operating activities was
primarily due to an increase in impairment of goodwill during the year ended December 31, 2023.
In 2023, net cash provided in our investing activities
was $8.04 million compared to net cash used in operating activities of $14.19 million in 2022 mainly due to acquisition of a subsidiary
and repayment for loan receivable.
In 2023, cash used by financing activities was negative $1.82 million
as compared to cash used in financing activities positive $0.25 million in 2022. The increase in cash used by financing activities was
mainly due to financing from the issuance of convertible note.
Off-Balance Sheet Arrangements
As of December 31, 2023, we did not have any off-balance
sheet arrangements.
ITEM 7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Not applicable.
ITEM 8 – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information called for by this item is included
in the Company’s consolidated financial statements beginning on page F-1 of this Annual Report on Form 10-K.
ITEM 9 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A – CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
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, 2023.
55
The term “disclosure controls and procedures”
as defined in Rules 13a-15(e) and 15d-15(e) means controls and other procedures of the Company that are designed to ensure that information
required to be disclosed by a company in reports, such as this report, that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the SEC rules and forms. 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
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,
and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Based on that evaluation, our CEO and CFO concluded
that our disclosure controls and procedures were effective as of December 31, 2023, due to a material weakness in our internal control
over financial reporting., we currently training our staff with the appropriate level of knowledge, experience and training in U.S. GAAP
and SEC reporting requirements.
Management’s Report on Internal Controls
Over Financial Reporting
Our management is responsible for establishing
and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide
reasonable assurances regarding the reliability of financial reporting and the preparation of our consolidated financial statements in
accordance with U.S. GAAP. Our accounting policies and internal controls over financial reporting, established and maintained by management,
are under the general oversight of the Board’s audit committee.
Our internal control over financial reporting
includes those policies and procedures that:
Because of its inherent limitations, internal
control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance
with the policies or procedures may deteriorate.
Management assessed our internal control over
financial reporting as of December 31, 2023.
The standard measures adopted by management in
making its evaluation are the measures in the Internal-Control Integrated Framework published by the Committee of Sponsoring Organizations
of the Treadway Commission.
Based on management’s assessment, our CEO
and CFO concluded that our internal control over financial reporting as of December 31, 2023 was ineffective. 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 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. GAAP. We also engaged an internal
control consulting firm in July 2023 to review, test and improve our internal accounting controls and internal control over financial
reporting. We have adopted and are implementing policies, procedures and practices recommended in the report of the consultant and have
arranged training of internal control for our employees and management on disclosure controls and procedures. We believe the measures
described above will remediate the material weakness. The Company continues to make efforts to implementing its existing and newly adopted
procedures to improve our disclosure controls and internal controls over financing reporting.
Changes to Internal Control over Financial
Reporting
Other than discussed above, there has been no
change to our internal control over financial reporting that occurred during the period covered by this annual report on Form 10-K that
has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B – OTHER INFORMATION
None
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS
THAT PREVENT INSPECTIONS.
Not applicable.
56
PART III
ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Directors and Executive Officers
The following table sets forth as of April 12,
2024, 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 Age Position(s)
Shanchun Huang (1) 58 Chief Executive Officer (“CEO”), President and Director
Ming Yi (2) 43 Chief Financial Officer (“CFO”)
Peng Lei (3) 46 Chief Operating Officer (“COO”)
Fuyou Li (4)(5) 70 Independent Director and Chairman of the Board of Directors
Johnson Lau (4)(6) 50 Independent Director
Mingjie Zhao (4)(7) 58 Independent Director
Ying Li (8) 35 Vice President and Director
(2) Ming Yi was appointed as CFO of the Company on November 30, 2020.
(3) Peng Lei was appointed as the COO of the Company on July 28, 2023.
(4) Member of the audit committee and compensation committee.
(8) Ms. Ying Li was appointed as a member of the Board on June 23, 2021.
Shanchun
Huang, Chief Executive officer, President and Director of the Board
Mr. Shanchun Huang has served as the Chief
Executive Officer of the Company and a member of the Board since March 4, 2020 and has served as the President of the Company since
December 4, 2023. Mr. Huang has served as the Chairman of the Board of Directors of Mars
Acquisition Corp., a Cayman Islands exempted company incorporated as a blank check company (Nasdaq:MARX) from April 2021 to February 6, 2024. Mr. Huang served as the
president of Wealth Index (Beijing) Fund Management Co., Ltd., which provides private equity fund management service, from March
2011 to March 2020, and as the president of Wealth Index (Beijing) International Investment Consulting Co., Ltd., which provides
investment management and consulting services for non-securities related business, from August 2004 to March 2020. From May 2001 to
June 2004, Mr. Huang was the vice president of Zhejiang Geely Holding Group Corporation, a global automobile company headquartered
in Hangzhou, China. Mr. Huang graduated from Hefei Staff University of Science and Technology in July 1986, majoring in news
collection and editing. The Board believes that Mr. Huang’s significant experience in investment and management will be an
asset to the Company and the Board.
57
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.
Mr. Yi has
served as an independent director of Hudson Capital Inc. (Nasdaq: HUSN) since March 31, 2020. Mr. 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. Ltd. Form July 2007 to August 2010, Mr. Yi was a senior auditor at Ernst & Young. Mr. Yi received
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. Mr. Yi is a Certified Public Accountant in Australia.
Peng Lei, Chief Operating Officer
On July 28, 2023, the Company appointed Mr. Peng
Lei as the Chief Operating Officer (“COO”) of the Company.
Mr. 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. Lei
served as the general manager of Xi’an Dingtaiheng Supply Chain Management Co., Ltd. and Ningbo Tielin Supply Chain Management Co., Ltd.
From March 2014 to July 2019, Mr. Lei served as a director and general manager of Changan Parking Investment Management (Shanghai) Co.,
Ltd. From April 2010 to March 2014, Mr. Lei was the manager of Xi’an Zhonglou Sub-branch of Shanghai Pudong Development Bank. Mr. 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. Mr. 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
Mr. 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. Mr. Li was appointed as the Chairman of the Board
on June 23, 2021. Mr. 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.
Johnson Lau, Director
On December 23, 2014, the Board appointed Johnson
Lau as a member of the Board of Directors of the Company. Mr. Lau is also the Chairman of Audit committee of the Board and a member of
the Compensation Committee of the Board.
Mr. Lau
is the Chief Financial Officer of Beauty Express Group Holdings Limited (“Beauty Express”), a private company in Hong Kong
since April 2021. Mr. Lau is a Certified Public Accountant of the Hong Kong Institute of Certified Public Accountants and CPA Australia.
Mr. Lau has over 20 years of experience in the accounting profession. Mr. Lau started his career in Deloitte in Hong Kong and Beijing