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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/16/24 Future FinTech Group Inc. 10-K 12/31/23 124:9.6M EdgarAgents LLC/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.58M
2: EX-4.3 Description of Securities of the Registrant HTML 38K
Registered Under Section 12 of the Securities
Exchange Act of 1934, as Amended
3: EX-14.1 Code of Business Conduct and Ethics HTML 86K
4: EX-19.1 Insider Trading Policy HTML 54K
5: EX-21.1 Description of Subsidiaries of the Registrant HTML 35K
6: EX-23.1 Consent of Onestop Assurance Pac HTML 32K
7: EX-23.2 Consent of Fortune CPA Inc HTML 31K
12: EX-97.1 Clawback Policy re: Recovery of Erroneously HTML 49K
Awarded Compensation
8: EX-31.1 Certification -- §302 - SOA'02 HTML 36K
9: EX-31.2 Certification -- §302 - SOA'02 HTML 37K
10: EX-32.1 Certification -- §906 - SOA'02 HTML 32K
11: EX-32.2 Certification -- §906 - SOA'02 HTML 32K
18: R1 Cover HTML 107K
19: R2 Audit Information HTML 37K
20: R3 Consolidated Balance Sheets HTML 187K
21: R4 Consolidated Balance Sheets (Parentheticals) HTML 42K
22: R5 Consolidated Statements of Operations and HTML 214K
Comprehensive Income (Loss)
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24: R7 Consolidated Statements of Cash Flows HTML 168K
25: R8 Corporate Information HTML 43K
26: R9 Summary of Significant Accounting Policies HTML 108K
27: R10 Variable Interest Entity HTML 47K
28: R11 Accounts Receivable HTML 41K
29: R12 Other Receivables HTML 39K
30: R13 Loan Receivables HTML 41K
31: R14 Short - Term Investments HTML 35K
32: R15 Other Current Assets HTML 37K
33: R16 Goodwill HTML 39K
34: R17 Acquisition HTML 52K
35: R18 Leases HTML 39K
36: R19 Property, Plant and Equipment, Net HTML 40K
37: R20 Intangible Assets HTML 42K
38: R21 Note Payable HTML 39K
39: R22 Account Payables HTML 37K
40: R23 Accrued Expenses and Other Payables HTML 39K
41: R24 Convertible Notes Payable HTML 42K
42: R25 Deferred Liabilities HTML 34K
43: R26 Related Party Transaction HTML 61K
44: R27 Income Tax HTML 50K
45: R28 Impairment Loss HTML 40K
46: R29 Share Based Compensation HTML 45K
47: R30 Common Stock HTML 37K
48: R31 Discontinued Operations HTML 51K
49: R32 Segment Reporting HTML 60K
50: R33 Commitments and Contingencies HTML 42K
51: R34 Risks and Uncertainties HTML 41K
52: R35 Subsequent Events HTML 34K
53: R36 Pay vs Performance Disclosure HTML 45K
54: R37 Insider Trading Arrangements HTML 38K
55: R38 Accounting Policies, by Policy (Policies) HTML 161K
56: R39 Summary of Significant Accounting Policies HTML 56K
(Tables)
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58: R41 Accounts Receivable (Tables) HTML 44K
59: R42 Other Current Assets (Tables) HTML 36K
60: R43 Acquisition (Tables) HTML 42K
61: R44 Leases (Tables) HTML 37K
62: R45 Property, Plant and Equipment, Net (Tables) HTML 38K
63: R46 Intangible Assets (Tables) HTML 43K
64: R47 Note Payable (Tables) HTML 38K
65: R48 Account Payables (Tables) HTML 36K
66: R49 Accrued Expenses and Other Payables (Tables) HTML 38K
67: R50 Convertible Notes Payable (Tables) HTML 37K
68: R51 Related Party Transaction (Tables) HTML 55K
69: R52 Income Tax (Tables) HTML 43K
70: R53 Discontinued Operations (Tables) HTML 53K
71: R54 Segment Reporting (Tables) HTML 58K
72: R55 Corporate Information (Details) HTML 79K
73: R56 Summary of Significant Accounting Policies HTML 105K
(Details)
74: R57 Summary of Significant Accounting Policies HTML 103K
(Details) - Schedule of Numerators and
Denominators Used in the Computations of Basic and
Diluted EPS
75: R58 Summary of Significant Accounting Policies HTML 46K
(Details) - Schedule of Property, Plant and
Equipment are Depreciated Estimated Useful Lives
76: R59 Variable Interest Entity (Details) - Schedule of HTML 91K
Consolidated Assets and Liabilities
77: R60 Variable Interest Entity (Details) - Schedule of HTML 62K
Operating Results
78: R61 Accounts Receivable (Details) - Schedule of HTML 41K
Accounts Receivable, Net
79: R62 Accounts Receivable (Details) - Schedule of HTML 46K
Concentration of Accounts Receivable Net of
Specific Allowance for Doubtful Accounts
80: R63 Other Receivables (Details) HTML 73K
81: R64 Loan Receivables (Details) HTML 94K
82: R65 Short - Term Investments (Details) HTML 46K
83: R66 Other Current Assets (Details) - Schedule of Other HTML 41K
Current Assets
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85: R68 Acquisition (Details) HTML 90K
86: R69 Acquisition (Details) - Schedule of Estimated Fair HTML 73K
Values of Net Assets Acquired and Liabilities
Assumed
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Values of Net Assets Acquired and Liabilities
Assumed (Parentheticals)
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Liabilities
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Schedule of Property and Equipment
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Intangible Assets
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Estimated Amortization
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97: R80 Account Payables (Details) - Schedule of Account HTML 38K
Payables
98: R81 Accrued Expenses and Other Payables (Details) HTML 34K
99: R82 Accrued Expenses and Other Payables (Details) - HTML 44K
Schedule of Accrued Expenses and Other Payables
100: R83 Convertible Notes Payable (Details) - Schedule of HTML 41K
Convertible Debt
101: R84 Deferred Liabilities (Details) HTML 46K
102: R85 Related Party Transaction (Details) HTML 41K
103: R86 Related Party Transaction (Details) - Schedule of HTML 55K
Due to Related Parties
104: R87 Related Party Transaction (Details) - Schedule of HTML 55K
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105: R88 Related Party Transaction (Details) - Schedule of HTML 54K
Company Transactions with Related Parties
106: R89 Income Tax (Details) HTML 69K
107: R90 Income Tax (Details) - Schedule of Components of HTML 39K
the Provision for Income Taxes
108: R91 Income Tax (Details) - Schedule of Statutory EIT HTML 48K
Rate Applicable to Profits of the Consolidated
Entities and the Income Tax Expenses
109: R92 Impairment Loss (Details) HTML 49K
110: R93 Share Based Compensation (Details) HTML 155K
111: R94 Common Stock (Details) HTML 69K
112: R95 Discontinued Operations (Details) - Schedule of HTML 76K
Loss from Discontinued Operations
113: R96 Discontinued Operations (Details) - Schedule of HTML 54K
Assets and Liabilities Related to Discontinued
Operations
114: R97 Segment Reporting (Details) - Schedule of Segment HTML 62K
Gross Profit Reportable Segment
115: R98 Segment Reporting (Details) - Schedule of Loss HTML 49K
from Continuing Operations Before Income Tax
116: R99 Segment Reporting (Details) - Schedule of Segment HTML 52K
Assets
117: R100 Commitments and Contingencies (Details) HTML 39K
118: R101 Risks and Uncertainties (Details) HTML 45K
119: R102 Subsequent Events (Details) HTML 36K
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Exhibit 97.1
FUTURE FINTECH GROUP INC.
CLAWBACK POLICY
| 1. | Introduction |
Future Fintech Group Inc. (the “Company”), through the Company’s Board of Directors (the “Board”), believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted this policy, which provides for the recoupment of certain compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws (the “Policy”). This Policy is designed to comply with, and shall be interpreted to be consistent with, Section 10D of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10D-1 promulgated under the Exchange Act (“Rule 10D-1”) and Nasdaq Listing Rule 5608 (the “Listing Standards”). The Company shall recover all erroneously awarded Incentive-Based Compensation that received by Covered Executives on or after the effective date of the Listing Standards which is October 2, 2023.
| 2. | Administration |
Except as specifically set forth herein, this Policy shall be administered by the Board or, if so designated by the Board, a committee thereof (the Board or such committee charged with administration of this Policy, the “Administrator”). The Administrator is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration of this Policy. Any determinations made by the Administrator shall be final and binding on all affected individuals and need not be uniform with respect to each individual covered by the Policy. In relevant part, it is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the Securities and Exchange Commission or any national securities exchange on which the Company’s securities are listed.
In the administration of this Policy, the Administrator is authorized and directed to consult with the full Board or such other committees of the Board, such as the Audit Committee or the Compensation Committee of the Board, as may be necessary or appropriate as to matters within the scope of such other committee’s responsibility and authority. Subject to any limitation at applicable law, the Administrator may authorize and empower any officer or employee of the Company to take any and all actions necessary or appropriate to carry out the purpose and intent of this Policy (other than with respect to any recovery under this Policy involving such officer or employee).
| 3. | Definitions |
As used in this Policy, the following definitions shall apply:
(a) “Accounting Restatement” means an accounting restatement of the Company’s financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
(b) “Administrator” has the meaning set forth in Section 1 above.
(c) “Applicable Period” means the three completed fiscal years immediately preceding the date on which the Company is required to prepare an Accounting Restatement, as well as any transition period (that results from a change in the Company’s fiscal year) within or immediately following those three completed fiscal years (except that a transition period that comprises a period of at least nine months shall count as a completed fiscal year). The “date on which the Company is required to prepare an Accounting Restatement” is the earlier to occur of: (i) the date the Board concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement, in each case regardless of if or when the restated financial statements are filed.
(d) “Covered Executives” means the Company’s current and former Covered Executives, as determined by the Administrator in accordance with the definition of Covered Executive set forth in Rule 10D-1 and the Listing Standards.
(e) “Erroneously Awarded Compensation” has the meaning set forth in Section 6 of this Policy.
(f) “Financial Reporting Measure” is any measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measure that is derived wholly or in part from such measure. Financial Reporting Measures include but are not limited to the following (and any measures derived from the following): Company stock price; total shareholder return (“TSR”); revenues; net income; operating income; profitability of one or more reportable segments; financial ratios (e.g., accounts receivable turnover and inventory turnover rates); earnings before interest, taxes, depreciation and amortization (“EBITDA”); funds from operations and adjusted funds from operations; liquidity measures (e.g., working capital, operating cash flow); return measures (e.g., return on invested capital, return on assets); earnings measures (e.g., earnings per share); sales per square foot or same store sales, where sales is subject to an Accounting Restatement; revenue per user, or average revenue per user, where revenue is subject to an Accounting Restatement; cost per employee, where cost is subject to an Accounting Restatement; any of such financial reporting measures relative to a peer group, where the Company’s financial reporting measure is subject to an Accounting Restatement; and tax basis income. A Financial Reporting Measure need not be presented within the Company’s financial statements or included in a filing with the Securities Exchange Commission.
(g) “Incentive-Based Compensation” means any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure. Incentive-Based Compensation is “received” for purposes of this Policy in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained, even if the payment or grant of such Incentive-Based Compensation occurs after the end of that period.
| 4. | Covered Executives; Incentive-Based Compensation |
This Policy applies to Incentive-Based Compensation received by a Covered Executive (i) after beginning services as a Covered Executive; (ii) if that person served as a Covered Executive at any time during the performance period for such Incentive-Based Compensation and (iii) while the Company had a listed class of securities on a national securities exchange.
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| 5. | Required Recoupment of Erroneously Awarded Incentive-Based Compensation in the Event of an Accounting Restatement |
In the event the Company is required to prepare an Accounting Restatement, the Company shall reasonably promptly recoup the amount of any Erroneously Awarded Compensation received by any Covered Executive, as calculated pursuant to Section 6 of this Policy, during the Applicable Period.
| 6. | Erroneously Awarded Incentive-Based Compensation: Amount Subject to Recovery |
The amount of “Erroneously Awarded Compensation” subject to recovery under the Policy, as determined by the Administrator, is the amount of Incentive-Based Compensation received by the Covered Executive that exceeds the amount of Incentive-Based Compensation that would have been received by the Covered Executive had it been determined based on the restated amounts. Erroneously Awarded Compensation shall be computed by the Administrator without regard to any taxes paid by the Covered Executive in respect of the Erroneously Awarded Compensation.
By way of example, with respect to any compensation plans or programs that take into account Incentive-Based Compensation, the amount of Erroneously Awarded Compensation subject to recovery hereunder includes, but is not limited to, the amount contributed to any notional account based on Erroneously Awarded Compensation and any earnings accrued to date on that notional amount.
For Incentive-Based Compensation based on stock price or TSR: (i) the Administrator shall determine the amount of Erroneously Awarded Compensation based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or TSR upon which the Incentive-Based Compensation was received; and (ii) the Company shall maintain documentation of the determination of that reasonable estimate and provide such documentation to the Nasdaq Stock Market (“Nasdaq”).
| 7. | Method of Recoupment |
The Administrator shall determine, in its sole discretion, the timing and method for promptly recouping Erroneously Awarded Compensation hereunder, which may include without limitation (i) seeking reimbursement of all or part of any cash or equity-based award; (ii) cancelling prior cash or equity-based awards, whether vested or unvested or paid or unpaid; (iii) cancelling or offsetting against any planned future cash or equity-based awards; (iv) forfeiture of deferred compensation, subject to compliance with Section 409A of the Internal Revenue Code and the regulations promulgated thereunder and (v) any other method authorized by applicable law or contract. Subject to compliance with any applicable law, the Administrator may affect recovery under this Policy from any amount otherwise payable to the Covered Executive, including amounts payable to such individual under any otherwise applicable Company plan or program, including base salary, bonuses or commissions and compensation previously deferred by the Covered Executive.
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The Company is authorized and directed pursuant to this Policy to recoup Erroneously Awarded Compensation in compliance with this Policy unless the Compensation Committee of the Board has determined that recovery would be impracticable solely for the following limited reasons, and subject to the following procedural and disclosure requirements: (i) the direct expense paid to a third party to assist in enforcing the Policy would exceed the amount to be recovered; provided, however, before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on expense of enforcement, the Administrator must make a reasonable attempt to recover such erroneously awarded compensation, document such reasonable attempt(s) to recover and provide that documentation to Nasdaq; (ii) recovery would violate home country law of the issuer where that law was adopted prior to November 28, 2022; provided, however, before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of home country law of the issuer, the Administrator must satisfy the applicable opinion and disclosure requirements of Rule 10D-1 and the Listing Standards or (iii) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
| 8. | No Indemnification of Covered Executives |
Notwithstanding the terms of any indemnification or insurance policy or any contractual arrangement with any Covered Executive that may be interpreted to the contrary, the Company shall not indemnify any Covered Executives against the loss of any Erroneously Awarded Compensation, including any payment or reimbursement for the cost of third-party insurance purchased by any Covered Executives to fund potential clawback obligations under this Policy.
| 9. | Administrator Indemnification |
Any members of the Administrator, and any other members of the Board who assist in the administration of this Policy, shall not be personally liable for any action, determination or interpretation made with respect to this Policy and shall be fully indemnified by the Company to the fullest extent under applicable law and Company policy with respect to any such action, determination or interpretation. The foregoing sentence shall not limit any other rights to indemnification of the members of the Board under applicable law or Company policy.
| 10. | Interpretation |
The Administrator is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate or advisable for the administration of this Policy. In relevant part, it is intended that this Policy be interpreted in a manner that is consistent with the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the Securities and Exchange Commission or any national securities exchange on which the Company’s securities are listed.
| 11. | Effective Date |
This Policy shall be effective as of the date approved by the Board (the “Effective Date”) and shall apply to Incentive Based Compensation that is approved, awarded or granted to Covered Executives.
| 12. | Amendment; Termination |
The Board may amend this Policy from time to time in its discretion and shall amend this Policy as it deems necessary, including any amendments to reflect regulations adopted by the Securities and Exchange Commission under Section 10D of the Exchange Act and to comply with any rules or standards adopted by a national securities exchange on which the Company’s securities are listed. The Board may terminate this Policy at any time.
| 13. | Other Recoupment Rights |
The Board intends that this Policy will be applied to the fullest extent of the law. The Board may require that any employment agreement, equity award agreement, or similar agreement shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity award agreement or similar agreement and any other legal remedies available to the Company.
Nothing in this Policy will limit in any respect (i) the Company’s right to take or not to take any action with respect to any Covered Executive’s or any other person’s employment or (ii) the obligation of the Chief Executive Officer or the Chief Financial Officer to reimburse the Company in accordance with Section 304 of the Sarbanes-Oxley Act of 2002, as amended.
| 14. | Successors |
This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/16/24 | |||
| For Period end: | 12/31/23 | NT 10-K | ||
| 10/2/23 | ||||
| 11/28/22 | ||||
| List all Filings | ||||