Future FinTech sells Hainan subsidiary for RMB 10M plus liabilities

Rhea-AI Filing Summary

Future FinTech Group Inc. completed the sale of 100% of the equity of its PRC subsidiary, Future Commercial Management (Hainan) Co., Ltd., to unaffiliated buyer Xi’an Yinshi Trading Co., Ltd. The Share Transfer Agreement sets a total purchase price of RMB 10,000,000, with RMB 2,000,000 due within ten days after signing and RMB 8,000,000 due within twenty days after closing procedures and delivery of required documents. In connection with the deal, the buyer agreed to assume and repay intra-group liabilities of the subsidiary owed to other group entities totaling RMB 65,872,300, while the seller must settle these intra-group liabilities within three years after closing, with overdue amounts accruing interest at 5% per year. After the transaction, the Hainan company is no longer a subsidiary, and the company states the assets disposed of are not significant under the relevant SEC rules.

Insights

Equity & corporate actions analyst

Future FinTech exits a PRC subsidiary via cash sale and liability transfer.

Future FinTech Group Inc. has disposed of all equity in its PRC subsidiary, Future Commercial Management (Hainan) Co., Ltd., to an unaffiliated buyer for a stated purchase price of RMB 10,000,000. The payment is split into an initial RMB 2,000,000 shortly after signing and RMB 8,000,000 after completion of closing procedures and document delivery.

A key feature is the handling of intra-group liabilities. The buyer agreed to assume and repay amounts totaling RMB 65,872,300 owed by the subsidiary to several related entities within the group, while the seller must settle these intra-group balances within three years after closing, with overdue amounts bearing 5% annual interest. This structure affects how cash and obligations move among group entities rather than representing a straightforward external debt reduction.

The company states that the assets involved are not significant under the applicable SEC test, suggesting this is a portfolio-level adjustment rather than a transformational change. Future disclosures in periodic reports may give more clarity on how the disposal and liability settlement influence segment composition and intra-group balances.

8-K Event Classification

2 items: 2.01, 9.01

2 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What transaction did Future FinTech Group Inc. (FTFT) disclose in this 8-K?

Future FinTech Group Inc. disclosed that it completed the disposition of 100% of the equity interests of its PRC subsidiary, Future Commercial Management (Hainan) Co., Ltd., to Xi’an Yinshi Trading Co., Ltd., an unaffiliated third-party buyer.

How much is Future FinTech (FTFT) receiving for the sale of the Hainan subsidiary?

Under the Share Transfer Agreement, the total purchase price for the Hainan subsidiary is RMB 10,000,000, payable as RMB 2,000,000 within ten days after execution and RMB 8,000,000 within twenty days after completion of closing procedures and delivery of required documents.

What happens to the intra-group liabilities related to the disposed FTFT subsidiary?

In connection with the disposition, the buyer agreed to assume and repay outstanding intra-group liabilities of the subsidiary totaling RMB 65,872,300 owed to other group entities, and the seller is required to settle these intra-group liabilities within three years after closing, with overdue amounts accruing 5% per annum interest.

Is the buyer in the Future FinTech (FTFT) transaction affiliated with the company?

No. The buyer, Xi’an Yinshi Trading Co., Ltd., is described as an unaffiliated third party, and the filing states that there were no material relationships with Future FinTech, its subsidiaries, directors, or officers prior to the agreement, other than the transaction itself.

Did Future FinTech provide financing to the buyer for this disposition?

The filing states that no loans or financing arrangements were provided by Future FinTech or its affiliates to the buyer in connection with the disposition of the Hainan subsidiary.

How significant is the disposed subsidiary to Future FinTech (FTFT)?

Future FinTech states that the disposition does not involve a significant amount of assets for purposes of the applicable SEC item, indicating it does not meet the threshold for significance under those rules.

What is the status of the Hainan entity after the Future FinTech sale?

Upon completion of the disposition, Future Commercial Management (Hainan) Co., Ltd. ceased to be a subsidiary of Future FinTech Group Inc. and is no longer consolidated in the company’s financial statements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 12/17/2025 - 04:01 PM Learn about SEC filing dates

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 16, 2025

Future FinTech Group Inc.

(Exact name of registrant as specified in its charter)

Florida		001-34502		98-0222013
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

02B-03A, 23/F, Sino Plaza, 255-257 Gloucester Road

Causeway Bay, Hong Kong

(Address of principal executive offices, including zip code)

852-21141970

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, par value $0.001 per share		FTFT		Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.01. Completion of Acquisition or Disposition of Assets.

On December 16, 2025, Future FinTech Group Inc. (the “Company”), through its wholly owned subsidiary Future Commercial Group Ltd. (the “Seller”), completed the disposition of 100% of the equity interests of Future Commercial Management (Hainan) Co., Ltd. (the “Subsidiary”) to Xi’an Yinshi Trading Co., Ltd. (the “Buyer”). The disposition was completed pursuant to a Share Transfer Agreement dated November 18, 2025 (the “Agreement”) among the Seller and the Buyer (the “Disposition”).

The assets disposed of consisted of all of the issued and outstanding equity interests of the Subsidiary, a PRC entity previously wholly owned and consolidated by the Company. Upon completion of the Disposition, the Subsidiary ceased to be a subsidiary of the Company.

The Buyer, Xi’an Yinshi Trading Co., Ltd., is an unaffiliated third party. The Buyer and its affiliates had no material relationship with the Company, the Seller, or any of their respective affiliates, directors, officers, or associates prior to entering into the Agreement, other than in respect of the Agreement.

Under the Agreement, the total purchase price for the Subsidiary is RMB 10,000,000, payable in two installments consisting of RMB 2,000,000 within ten days after execution of the Agreement and RMB 8,000,000 within twenty days following completion of closing procedures and the Buyer’s receipt of all documents required under the Agreement. In connection with the Disposition, the Buyer also agreed to assume and repay outstanding intra-group liabilities of the Subsidiary owed to other members of the Company’s consolidated group totaling RMB 65,872,300, consisting of amounts owed to Fengtongxiang Supply Chain (Chengdu) Co., Ltd. (RMB 18,000,000), Future Big Data (Chengdu) Co., Ltd. (RMB 1,500,000), Future Commercial Management Co., Ltd. (RMB 3,672,300) and FUCE Future Supply Chain (Xi’an) Co., Ltd. (RMB 42,700,000). All such creditor entities are subsidiaries directly controlled by Future FinTech (Hong Kong) Limited, which is wholly owned by the Company. Under the Agreement, the Seller is required to settle the intra-group liabilities within three years after closing, and any overdue amounts will accrue interest at 5% per annum.

No loans or financing arrangements were provided by the Company or its affiliates to the Buyer in connection with the Disposition, and no material relationship exists between the Buyer and the Company other than the transaction described above. Accordingly, Item 2.01(e) is not applicable.

The Company has determined that the Disposition does not involve a significant amount of assets for purposes of Item 2.01 of Form 8-K.

The foregoing description of the Share Transfer Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Exhibit Title or Description
2.1		Securities Transfer Agreement dated November 18, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Future FinTech Group Inc.
Date: December 17, 2025	By:	/s/ Hu Li
	Name:	Hu Li
	Title:	Chief Executive Officer

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