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, 2024
OR
☐ 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 $0.48 per share for shares of the registrant’s Common
Stock on June 28, 2024, the last business day of the registrant’s most recently completed second fiscal quarter as reported by the
NASDAQ Capital Market, was approximately $7.54 million. (The Company effected a 1 for 10 reverse stock split on April 1, 2025)
The number of shares of Common Stock outstanding as of April 11, 2025
was 3,050,770.
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 22
ITEM 1B – UNRESOLVED STAFF COMMENTS 39
ITEM 1C – Cybersecurity 39
ITEM 2 – PROPERTIES 40
ITEM 3 – LEGAL PROCEEDINGS 40
ITEM 4 – MINE SAFETY DISCLOSURES 41
ITEM 6 – [RESERVED] 43
ITEM 7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 53
ITEM 8 – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 53
ITEM 9A – CONTROLS AND PROCEDURES 53
ITEM 9B – OTHER INFORMATION 54
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. 54
PART III 55
ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 55
ITEM 11 – EXECUTIVE COMPENSATION 59
ITEM 14 – PRINCIPAL ACCOUNTING FEES AND SERVICES 64
ITEM 15 – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 66
SIGNATURE 69
i
NOTE CONCERNING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K for the fiscal
year ended December 31, 2024 (“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 it 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;
● development of our litigation with FT Global Capital, Inc.;
● impact of competitive activities on our business;
● the result of future financing efforts;
● 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.
ii
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.
iv
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 included 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. Due to worsened investment market sentiment in Hong Kong, the Company
sold its ownership in Nice Talent Asset Management Limited (“NTAM”) to a third party for HK$2.4 million (approximately $300,000)
in November 2024 and is no longer in asset management business in Hong Kong. On December 6, 2024, the Company agreed to sell all issued
and outstanding shares of FTFT SuperComputing Inc. a wholly owned subsidiary of the Company (“FTFT SuperComputing”) to DDMM
Capital LLC (the “Buyer”) for a purchase price that equals to: (i) the assumption of the obligations of FTFT SuperComputing
totaling $973,072.24 and (ii)$1,000,000, which was paid to an account at Olshan Frome Wolosky LLP to satisfy, in part, the right of payment
held by FT Global Capital, Inc. arising from the judgment entered in favor of FT Global and against the Company registered in the Southern
District of New York and all matters pertaining to such litigation. The closing of the transactions contemplated by the Agreement took
place on December 9, 2024. On December 18, 2024, the Company sold all of its interest and ownership of Future Fintech Digital Capital
Management LLC, FTFT UK Limited, DigiPay FinTech Limited, GlobalKey SharedMall Limited, Future Fintech Labs Inc., and Future Fintech Digital
Number One GP, LLC (USA) to Alec Orudjiev, the general counsel of FT Global for $25,000 through the court ordered auction by the United
States Marshal for the Southern District of New York. Currently, the main business of the Company is supply-chain financing services and
trading in China.
1
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 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.
2
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 and its subsidiaries, do not have any plan to distribute dividend in the foreseeable future.
To the extent cash and/or assets in the business are in the PRC and/or Hong Kong or our PRC and/or Hong Kong entities, , such funds and/or
assets may not be available to fund operations or for other use outside of the PRC and/or Hong Kong due to interventions in or the imposition
of restrictions and limitations on the ability of us or our subsidiaries by the PRC government to transfer cash and/or assets. See “Dividend
Distribution and Cash Transfer Between the Holding Company and Subsidiary.” and “Risk Factor - We could be restricted from
paying dividends to shareholders due to PRC laws and other contractual requirements. To the extent cash and/or assets in the business
are in the PRC and/or Hong Kong or our PRC and/or Hong Kong entities, and the WFOE, such funds and/or assets may not be available to fund
operations or for other use outside of the PRC and/or Hong Kong due to interventions in or the imposition of restrictions and limitations
on the ability of us or our subsidiaries by the PRC government to transfer cash and/or assets.”
3
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 and it was dissolved in December
2023 as the Company was not able to develop the business in Paraguay as planned.
On February 27, 2023,
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 September 4, 2024, the Company deregistered
and dissolved the Tianjin Future Private Equity Fund Management Partnership, a Limited Partnership under the laws of China.
On December 6, 2024, the Company and FTFT SuperComputing
Inc. a wholly owned subsidiary of the Company (“FTFT SuperComputing”) entered into a Stock Purchase Agreement (the “Agreement”)
with DDMM Capital LLC (the “Buyer”). Pursuant to the terms of the Agreement, the Company sold all of the issued and
outstanding shares of FTFT SuperComputing to the Buyer for a purchase price that equals to: (i) the assumption of the obligations of FTFT
SuperComputing totaling $973,072.24 and (ii)$1,000,000, which was paid to an account at Olshan Frome Wolosky LLP to satisfy, in part,
the right of payment held by FT Global Capital, Inc. arising from the judgment entered in favor of FT Global and against the Company registered
in the Southern District of New York and all matters pertaining to such litigation. The closing of the transactions contemplated by the
Agreement took place on December 9, 2024.
On December 18, 2024, the Company sold all of
its interest and ownership of Future Fintech Digital Capital Management LLC, FTFT UK Limited, DigiPay FinTech Limited, GlobalKey SharedMall
Limited, Future Fintech Labs Inc., and Future Fintech Digital Number One GP, LLC (USA) to Alec Orudjiev, the general counsel of FT Global
for $25,000 through the court ordered auction by the United States Marshal for the Southern District of New York.
In August 2024, NTAM
raised HK$3,007,200 (approximately $385,538) by way of rights subscription offered to its existing shareholders. NTAM issued additional
168 shares with HK$17,900 each. Three existing shareholders of NTAM subscribed shares and Future Fintech (Hong Kong) Limited did not participate
in the subscription and an outsider investor purchased the shares. After the right subscription, the shareholding percentage of NTAM by
Future Fintech (Hong Kong) Limited passively decreased from 77.14% to 42.86%.
On October 18, 2024,
Future FinTech (Hong Kong) Limited., a wholly owned subsidiary of the Company (“Seller”), Nice Talent Asset Management Limited,
a limited company organized under the laws of Hong Kong (“NTAM”) and Ms. Siu Chin Wei, a natural person and unrelated third
party with an identity card of Hong Kong (“Siu” or the “Buyer”) entered into a Sales and Purchase Agreement of
Shares, pursuant to which Seller sold its 42.86% ownership of NTAM to the Buyer for HK$2.4 million (approximately $300,000) and the transaction
was closed on November 27, 2024.
On January 26, 2023,
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 “2023 Reverse Stock Split”).
On March 27, 2025, the
Company filed with the Florida Secretary of State’s office Articles of Amendment (the “Amendment”) to amend its
Second Amended and Restated Articles of Incorporation, as amended (“Articles of Incorporation”). As a result of the Amendment,
the Company has authorized and approved a 1-for-10 reverse stock split of the Company’s authorized shares of common stock from 60,000,000
shares to 6,000,000 shares, accompanied by a corresponding decrease in the Company’s issued and outstanding shares of common stock
(“2025 Reverse Stock Split”, collectively with 2023 Reverse Stock Split as “Reverse Splits”). The common stock
will continue to be $0.001 par value. The Company rounded up the fractional shares that result from the 2025 Reverse Stock Split and no
fractional shares will be issued in connection with the 2025 Reverse Stock Split and no cash or other consideration will be paid in connection
with any fractional shares that would otherwise have resulted from the 2025 Reverse Stock Split. No changes are being made to the number
of preferred shares of the Company which remain as 10,000,000 preferred shares as authorized but not issued. The amendment to the Articles
of Incorporation of the Company took effect at 1:00pm E.T. on April 1, 2025.
4
The Company operated
a blockchain based online shopping platform, Chain Cloud Mall (“CCM”) Chain Cloud Mall through its VIE and its business was
materially and negatively affected during the outbreak of COVID-19 because the Company was unable to implement its promotion strategy
to enroll new members through training of such members and distributors via meetings and conferences which was not possible during the
outbreak of COVID-19. CCM has generated minimal revenue and business since 2021, despite the Company transformed the member-based business
model of CCM to a sale agent based “Enterprise Communication as A Service” or eCAAS platform during the second quarter of
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 one directly controlled
subsidiary Future FinTech (Hong Kong) Limited, a company incorporated under the laws of Hong Kong.
SkyPeople Foods Holdings Limited (“SkyPeople
BVI”) was a wholly owned subsidiary of the Company and a company organized under the laws of the British Virgin Islands, which held
100% of the equity interest of HeDeTang Holdings (HK) Ltd. (“HeDeTang HK”), a company organized under the laws of the Hong
Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”), and HeDeTang HK held 73.42% of the
equity interest of SkyPeople Juice Group Co., Ltd., (“SkyPeople (China)”), a company incorporated under the laws of the PRC.
SkyPeople (China) had eleven subsidiaries in the PRC, which were mainly involved in the production and sales of fruit juice concentrates,
fruit juice beverages and other fruit-related products in the PRC and overseas markets. On February 27, 2020, SkyPeople BVI (the “Seller”)
completed the transfer of its ownership of HeDeTang HK to New Continent International Co., Ltd. (the “Buyer”), an unrelated
third party and a company incorporated in the British Virgin Islands for a total price of RMB 0.6 million (approximately $85,714), pursuant
to a Share Transfer Agreement entered into by the Seller and the Buyer on September 18, 2019 and approved at the special shareholders
meeting of the Company on February 26, 2020 (the “Sale Transaction”). SkyPeople BVI had no operational assets or business
after the transfer and the Company dissolved SkyPeople BVI on July 27, 2020.
Our organizational structure as of December 31,
2024 is set forth in the diagram:
5
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. 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 was consolidated for accounting purposes but was not an entity in which we own equity.
Pursuant to Chinese law
and regulations, a foreign owned enterprise cannot apply for and hold a license for operation of certain e-commerce businesses. 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.
The following is a summary
of the 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 allowed us to consolidate financial results of the VIE in our financial statements because we have satisfied
conditions for consolidation of the VIE under U.S. 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 had a controlling financial interest in, receives the economic benefits from, is the primary
beneficiary of and has the power to direct the activities of the VIE to the extent that it has satisfied the conditions for consolidation
of the VIE under U.S. 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.
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As a result of the contractual
arrangements with the VIE, we were regarded as the primary beneficiary of the VIE for accounting purposes, and we treat the VIE and its
subsidiaries as the consolidated affiliated entities under U.S. 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.
7
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. 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.
8
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.
9
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. In November 2024, the Company sold NTAM to a third party
for HK$2.4 million. Currently, the Company mainly generates its revenues from its supply chain financing/trading business. During the
fiscal year of 2024, the supply chain financing business and asset management business of NTAM contributed 7% and 86% of our revenues,
respectively. During the fiscal year of 2023, the supply chain financing business and asset management business of NTAM contributed 59%
and 37% of our revenues, respectively.
On February 27, 2023,
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.
The Company is in the
process of transition and developing its financial technology related business, including supply chain financing/trading, and investment
banking and brokerage services.
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.
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.
10