FUTURE FINTECH GROUP INC. : Entering into a material final agreement, other events, accounts and exhibits (form 8-K)

by James · March 1, 2023

Clause 1.01 Entering into a substantial final agreement

27 February 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”).

Pursuant to the Agreement, the Buyer agreed to acquire all issued and outstanding
shares in Alpha HK and Alpha SZ (“the Alpha shares”) from the seller in cash for
a total of HK$15,659,949 (approximately $2,007,686). According to the terms of
the agreement the parties agreed on: (i) the purchase price for all issued and
The outstanding shares of Alpha HK (the “HK Shares”) shall be HK$14,010,421
(approximately $1,796,208 and the “HK Purchase Price”); (ii) the purchase price
of all issued and outstanding shares in Alpha SZ (“SZ Shares”) shall be
HK$1,649,528 (approximately $211,478, the “SZ Purchase Price”, together with HK
Purchase price as “Total purchase price”); (iii) 50% of the total purchase
Price must be paid to the Seller within 5 working days after formal signing
of the agreement; (iv) the remaining 50% must be paid within 5 working days
after the buyer receives the approval notice from Hong Kong Securities and Futures
Commission (“HKSFC”) for the transfer of HK shares before 31 December 2023
(or such later date as the parties may agree in writing); (v) if
HKSFC fails to give such approval within 365 days of this agreement, seller
shall refund the amount paid by the buyer in accordance with this agreement within 3 working days
days after the earlier of receipt of the notice of failure or the expiry of
365 days unless the Buyer and Seller have mutually agreed to extend such a period;
and (vi) if the lack of approval by the HKSFC is due to a
material breach of the agreement by the buyer or fraud or willful breach of
the buyer’s share, the amount of the total purchase price paid
will not be refunded.

Ying Li, director of the board and vice president of
The company is a minority shareholder in the parent company of Alpha International
Financial Holdings Limited (“Alpha International”), which is the sole
shareholder in the seller. Li has served as director of Alpha
Internationally since 5 February 2020, and as director of Alpha HK since then
September 9, 2020.

The above description of the share transfer agreement is not complete and is
qualified in its entirety by reference to the full text of the share transfer
The agreement, a copy of which is attached as appendix 10.1 and is
incorporated by reference herein.

Item 8.01 Other Events

On March 1, 2023, the company issued a press release announcing the stake
Transfer agreement described in point 1.01 above, a copy of which is attached
hereto as Exhibit 99.1 and is incorporated herein by reference. Exhibition 99.1 to
this report on Form 8-K shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject
to the obligations in that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933 or the Exchange Act.

Item 9.01 Annual accounts and exhibitions

(d) Exhibits.

Exhibit No. Description of Document
10.1 Share Transfer Agreement by and between Future FinTech (Hong Kong)
Limited and Alpha Financial Limited dated February 27, 2023.
99.1 Press Release
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).