FTFT Future FinTech Group Inc

Voting Securities and Principal Holders Thereof

As of February 12, 2021, there were outstanding 59,541,228 shares of Common Stock.

The following table sets forth, as of February 12, 2021, certain information with respect to the beneficial ownership of the Company’s voting securities by (i) any person (including any “group” as set forth in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) known by us to be the beneficial owner of five percent (5%) or more of any class of our voting securities, (ii) each director, (iii) each of the named executive officers, and (iv) all of our directors and named executive officers as a group. Shares which the person or group has the right to acquire within 60 days of February 12, 2021, are deemed to be outstanding in calculating the percentage ownership of such person or group, but are not deemed to be outstanding as to any other person or group.

Unless otherwise indicated in the footnotes, the principal address of each of the shareholders, named executive officers, and directors below is c/o Future FinTech Group, Inc., Americas Tower, 1177 Avenue of The Americas, Suite 5100, New York, NY 10036.

On February 12, 2021, the Board approved the Share Increase and Amendment, and recommended that the Company’s shareholders approve the same. On February 12, 2021, shareholders holding an aggregate of 31,394,260 shares of our issued and outstanding Common Stock approved the Share Increase and Amendment by written consent. Those shareholders included Sincerity Group Enterprises Ltd, Zeyao Xue, Mengyao Chen, Shuiliang Xiao and other shareholders that hold less than 5% of our shares of common stock (the “Majority Shareholders”), which collectively hold 52.73% of the Company’s Common Stock as of February 12, 2021, the record date.

Dissenter’s Rights

The shareholders of FTFT have no right under Florida Law, our Second Amended and Restated Articles of Incorporation, as amended or Amended and Restated Bylaws to dissent from the provision adopted in the Amendment.

Effective Date and Effects of the Share Increase

Pursuant to Rule 14c-2 promulgated pursuant to the Exchange Act, the Amendment and Share Increase will not be effective until at least twenty (20) days after the date on which this Information Statement is filed with the Commission and a copy hereof has been mailed to each of our shareholders. The Company anticipates that this Information Statement will be mailed or furnished to our shareholders on or about February 26, 2021.  Therefore, the Company anticipates that the Amendment and Share Increase will be effective on or about March 18, 2021, or such later date as all conditions and requirements to effectuate the Amendment and Share Increase are satisfied.

Potential uses of the additional authorized shares of Common Stock may include public or private offerings, conversions of convertible securities, issuance of stock or stock options to employees, acquisition transactions and other general corporate purposes. Increasing the authorized number of shares of the Common Stock will give us greater flexibility and will allow the Company to issue such shares, in most cases, without the expense or delay of seeking shareholder approval. The Company may issue shares of its Common Stock in connection with financing transactions and other corporate purposes which the Board of Directors believes will be in the best interest of the Company’s shareholders. The additional shares of Common Stock will have the same rights as the presently authorized shares, including the right to cast one vote per share of Common Stock. Although the authorization of additional shares will not, in itself, have any effect on the rights of any holder of our Common Stock, the future issuance of additional shares of Common Stock (other than by way of a stock split or dividend) would have the effect of diluting the voting rights, and could have the effect of diluting earnings per share and book value per share, of existing shareholders. 

Householding of Materials

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for information statements with respect to two or more security holders sharing the same address by delivering a single information statement addressed to those security holders. This process, which is commonly referred to as “householding,” potentially means extra convenience for security holders and cost savings for companies.

Brokers with account holders who are Future FinTech Group, Inc., shareholders may be “householding” our Information Statement. A single Information Statement may be delivered to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Information Statement, please notify your broker and direct your request to Future FinTech Group, Inc., Attention: Secretary, Americas Tower, 1177 Avenue of The Americas, Suite 5100, New York, NY 10036. The telephone number of our principal offices is 888-622-1218. Upon written or oral request to the Company’s Secretary, the Company will promptly provide a separate copy of the Information Statement. If you wish to receive a single copy of the Information Statement instead of multiple copies, please direct your request to the same address above.

Where You Can Find Additional Information

We file annual, quarterly and current reports, proxy and information statements and other information with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. You may read and copy this information at the Public Reference Section at the Securities and Exchange Commission at 100 F Street, N.E., Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-732-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information about issuers that file electronically with the SEC. The address of that site is http://www.sec.gov.

Conclusion

As a matter of regulatory compliance, we are sending you this Information Statement, which describes the purpose and effect of the above action.  Your consent to the above action is not required and is not being solicited in connection with this action.  This Information Statement is intended to provide our shareholders information required by the rules and regulations of the Securities Exchange Act of 1934.  Please carefully read this Information Statement.

Dated: February 26, 2021

Appendix A

ARTICLES OF AMENDMENT

TO THE

SECOND AMENDED AND RESTATED
ARTICLES OF INCORPORATION OF

FUTURE FINTECH GROUP INC.

Pursuant to Section 607.1006 of the Business Corporation Act of the State of Florida, the undersigned corporation hereby submits these Articles of Amendment (the “Amendment”) to the corporation’s Second Amended and Restated Articles of Incorporation:

1.01       Authorized Stock. The total number of shares of common stock, par value $0.001 per share (the “Common Stock”), which the Company shall have authority to issue is 300,000,000. The total number of shares of preferred stock, par value $0.001 per share (the “Preferred Stock”), which the Company shall have authority to issue is 10,000,000.

DATED as of March______, 2021.