Future FinTech Enters Definitive Share Exchange Agreement to Acquire Sichuan Ticode Supply Chain Management Co., Ltd.

NEW YORK, March 1, 2021 /PRNewswire/ — Future FinTech Group Inc. (NASDAQ: FTFT) (“hereinafter referred to as Future FinTech”, “FTFT” or “the Company”), a leading blockchain e-commerce company and technology service provider financial, announced today that the February 26, 2021the Company and its wholly owned subsidiary, Future Supply Chain Co., Ltd., have entered into a definitive share exchange agreement (the “Agreement”) with Sichuan Longma Electronic Technology Co., Ltd. (“Longma”) and Sichuan Ticode Supply Chain Management Co., Ltd. (“Ticode”, also known as Sichuan Tema Supply Chain Management Co., Ltd.) to acquire a 60% stake in Ticode from Longma.

Longma is a 90% subsidiary of Benma (Shenzhen) Industrial Co., Ltd. (“Benma”). As previously announced the September 15, 2020, the Company had entered into a master share acquisition agreement with Benma to purchase not less than 60% of the shares of Ticode through a share exchange transaction. The parties had engaged in approximately six months of operational, legal and financial due diligence that included the completed audit of Ticode’s financial statements under US GAAP for fiscal years 2018 and 2019 in order to reach this definitive agreement.

Ticode provides financial services for the supply chain industry and has achieved a turnover of 3.36 billion RMB (approximately $518.61 million) and the net profit of 47.99 million RMB (approximately $7.41 million) in fiscal year 2019 based on audited financial statements in accordance with US GAAP. Ticode’s business includes sourcing agent services, sales agent services, inventory pledge lending services and supply chain finance intermediary services. Ticode’s supply chain services cover electronic components, technology services for supply chain data management for the electronics industry, and supply chain management for various electronic components and materials. , metallic materials and raw plastic materials. Ticode was ranked 56th among the Top 100 Service Providers in Sichuan Province in 2020 according to the list published by the Federation of Enterprises of Sichuan Province and the Association of Enterprises of Sichuan Province.

The 60% stake in Ticode was valued at approximately $66.45 million which will be paid in 7,789,882 common shares of FTFT at a price of $80.53 per share subject to the closing conditions stipulated in the agreement. The agreement also provides that an additional 5% interest in Ticode will be transferred to the Company free of charge if Ticode does not achieve earnings before interest and taxes (“EBIT”) of at least 50.0 million RMB (approximately $7.69 million) for the year ended December 31, 2021; an additional 5% stake in Ticode will be transferred to the Company free of charge if Ticode does not achieve an EBIT of at least 57.5 million RMB (approximately $8.85 million) for the year ended December 31, 2022.

Mr. Shanchun Huang, Managing Director of Future FinTech, said, “We are delighted to reach an agreement for the acquisition of 60% of Ticode, as it significantly strengthens our operations, brings strong financial performance and growth potential. future to the company, and represents a key achievement in realizing our business transformation strategy. Upon completion of this acquisition, we will gain experienced staff and client resources in the area of ​​supply chain financial services, where we plan to further expand and create synergies in the fintech sector. of capital and the real economy, we plan to build a sustainable and mutually beneficial platform for banks, enterprises and supply chains, as well as create a comprehensive advisory and financial services platform for further extend the value chain of our fintech services. »

Mr. Jiancao Wang, President of Ticode, said, “Future Fintech is building an international fintech service network. Becoming a member of FTFT will expand our international business channels, give us access to a wide range of diverse customers and help us. to access foreign capital markets, all of which are essential to the steady growth of our business. Ticode will continue to leverage the intelligent production system, IoT platform and automation science and technology provided by Longma and Benma to create synergies with FTFT to evolve into a supply chain service provider. even stronger supply and a leading industrial customer service provider. We will also jointly build a professional and intelligent supply chain platform to promote supply chain finance and help the development of small and medium enterprises. This acquisition is an absolute win-win for both companies.”

About Future FinTech Group Inc.

Future FinTech Group Inc. (“Future FinTech”, “FTFT” or the “Company”) is a leading Florida-incorporated blockchain e-commerce company and fintech service provider. The Company’s businesses include a blockchain-based online shopping mall platform, Chain Cloud Mall (“CCM”), a cross-border e-commerce platform (NONOGIRL), an incubator for blockchain-based application projects. The Company is also engaged in the development of blockchain-based e-commerce technology as well as financial technology. For more information, please visit http://www.ftftex.com/.

Safe Harbor Statement

Certain of the statements made in this press release are “forward-looking statements” within the meaning and protections of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. ‘amended, or Stock Exchange Act. Forward-looking statements include statements about our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause the actual results, performance, capital, ownership or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that may be forward-looking statements. You can identify these forward-looking statements by the use of words such as “may”, “will”, “anticipate”, “assume”, “should”, “indicate”, “believe”, “intend”, “” expect”, “estimate”, “continue”, “plan”, “indicate”, “project”, “could”, “intend”, “target”, and other similar words and phrases from the future tense.

All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary statement, including, without limitation, the risks and uncertainties described in our Annual Report on Form 10-K for the fiscal year closed December 31, 2019 and otherwise in our reports and filings with the SEC, including the final prospectus of our offering. These reports are available upon request from the Company or the Securities and Exchange Commission, including through the SEC’s website at http://www.sec.gov. We have no obligation and do not undertake to update, revise or correct any forward-looking statements after the date hereof or after the respective dates on which such statements are otherwise made.

SOURCE Future FinTech Group Inc.

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