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What changed in Next Technology Holding Inc.'s 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of Next Technology Holding Inc.'s 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+146 added−163 removedSource: 10-K (2024-04-15) vs 10-K (2023-07-14)

Top changes in Next Technology Holding Inc.'s 2023 10-K

146 paragraphs added · 163 removed · 51 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

32 edited+62 added−92 removed125 unchanged
Biggest changePursuant to an Arrangement Between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Incomes (“Double Tax Avoidance Arrangement”) and other applicable PRC laws, if a Hong Kong resident enterprise is determined by the competent PRC tax authority to have satisfied the relevant conditions and requirements under such Double Tax Avoidance Arrangement and other applicable laws, the 10% withholding tax on the dividends the Hong Kong resident enterprise receives from a PRC resident enterprise may be reduced to 5%.
Biggest changeDividend Withholding Tax The Enterprise Income Tax Law states that since January 1, 2008, an income tax rate of 10% will normally be applicable to dividends declared to non-PRC resident investors that do not have an establishment or place of business in the PRC, or that have such establishment or place of business but the relevant income is not effectively connected with the establishment or place of business, to the extent such dividends are derived from sources within the PRC. 21 Pursuant to an Arrangement Between the Mainland of China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Incomes (“Double Tax Avoidance Arrangement”) and other applicable PRC laws, if a Hong Kong resident enterprise is determined by the competent PRC tax authority to have satisfied the relevant conditions and requirements under such Double Tax Avoidance Arrangement and other applicable laws, the 10% withholding tax on the dividends the Hong Kong resident enterprise receives from a PRC resident enterprise may be reduced to 5%.
One of the major revisions to the revised Provisions is expanding their application to cover indirect overseas offering and listing, as is consistent with the Trial Measures.
One of the major revisions to the revised Provisions is expanding their application to cover indirect overseas offering and listing, as is consistent with the Trial Measures.
The revised Provisions require that, among other things, (a) a domestic company that plans to, either directly or indirectly through its overseas listed entity, publicly disclose or provide to relevant individuals or entities including securities companies, securities service providers and overseas regulators, any documents and materials that contain state secrets or working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level; and (b) a domestic company that plans to, either directly or indirectly through its overseas listed entity, publicly disclose or provide to relevant individuals and entities including securities companies, securities service providers and overseas regulators, any other documents and materials that, if leaked, will be detrimental to national security or public interest, shall strictly fulfill relevant procedures stipulated by applicable national regulations.
The revised Provisions require that, among other things, (a) a domestic company that plans to, either directly or indirectly through its overseas listed entity, publicly disclose or provide to relevant individuals or entities including securities companies, securities service providers and overseas regulators, any documents and materials that contain state secrets or working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level; and (b) a domestic company that plans to, either directly or indirectly through its overseas listed entity, publicly disclose or provide to relevant individuals and entities including securities companies, securities service providers and overseas regulators, any other documents and materials that, if leaked, will be detrimental to national security or public interest, shall strictly fulfill relevant procedures stipulated by applicable national regulations.
If a domestic company fails to complete the required filing procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties, such as an order to rectify, warnings and fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines; (ii) if the issuer meets both of the following criteria, the overseas offering and listing conducted by such issuer shall be deemed an indirect overseas offering and listing by a PRC domestic company: (A) 50% or more of any of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent fiscal year were derived from PRC domestic companies; and (B) the majority of the issuer’s business activities are carried out in mainland China, or its main place(s) of business are located in mainland China, or the majority of its senior management team in charge of its business operations and management are PRC citizens or have their usual place(s) of residence located in mainland China.
If a domestic company fails to complete the required filing procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to 5 administrative penalties, such as an order to rectify, warnings and fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines; (ii) if the issuer meets both of the following criteria, the overseas offering and listing conducted by such issuer shall be deemed an indirect overseas offering and listing by a PRC domestic company: (A) 50% or more of any of the issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most recent fiscal year were derived from PRC domestic companies; and (B) the majority of the issuer’s business activities are carried out in mainland China, or its main place(s) of business are located in mainland China, or the majority of its senior management team in charge of its business operations and management are PRC citizens or have their usual place(s) of residence located in mainland China.
In the event it is later determined that the PCAOB is unable to inspect or investigate completely the Company’s auditor because of a position taken by an authority in a foreign jurisdiction, then such lack of inspection could cause trading in the Company’s securities to be prohibited under the HFCAA ultimately result in a determination by a securities exchange to delist the Company’s securities.
In the event it is later determined that the PCAOB is unable to inspect or investigate completely the Company’s auditor because of a position taken by an authority in a foreign 10 jurisdiction, then such lack of inspection could cause trading in the Company’s securities to be prohibited under the HFCAA ultimately result in a determination by a securities exchange to delist the Company’s securities.
It was last amended on October 26, 2018 and the amendments became effective on October 26, 2018. Under the PRC Company Law, companies are generally classified into two categories, namely, limited liability companies and joint stock limited companies. The PRC Company Law also applies to limited liability companies and joint stock limited companies with foreign investors.
It was last amended on October 26, 2018 and the amendments became effective on October 26, 2018. Under the PRC Company Law, companies are generally classified into two categories, namely, limited liability companies and joint stock limited companies. The PRC Company Law 18 also applies to limited liability companies and joint stock limited companies with foreign investors.
In such circumstances, where a PRC domestic company is seeking an indirect overseas offering and listing in an overseas market, the issuer shall designate a major domestic operating entity responsible for all filing procedures with the CSRC, and where an issuer makes an application for an initial public offering or listing in an overseas market, the issuer shall submit filings with the CSRC within three business days after such application is submitted. 6 Table of Contents On February 24, 2023, the CSRC, together with the MOF, National Administration of State Secrets Protection and National Archives Administration of China, revised the Provisions issued by the CSRC and National Administration of State Secrets Protection and National Archives Administration of China in 2009.
In such circumstances, where a PRC domestic company is seeking an indirect overseas offering and listing in an overseas market, the issuer shall designate a major domestic operating entity responsible for all filing procedures with the CSRC, and where an issuer makes an application for an initial public offering or listing in an overseas market, the issuer shall submit filings with the CSRC within three business days after such application is submitted. 6 On February 24, 2023, the CSRC, together with the MOF, National Administration of State Secrets Protection and National Archives Administration of China, revised the Provisions issued by the CSRC and National Administration of State Secrets Protection and National Archives Administration of China in 2009.
These adverse actions could cause the value of our securities to significantly decline or become worthless. There may be prominent risks associated with our operations being in Hong Kong.
These adverse actions could cause the value of our securities to significantly decline or become worthless. 7 There may be prominent risks associated with our operations being in Hong Kong.
For example, we provide social security insurance including pension insurance, unemployment insurance, work-related injury insurance and medical insurance for our employees in compliance with applicable PRC laws. We do not maintain business interruption insurance or product liability insurance, which are not mandatory under PRC laws.
For example, we provide social security insurance including pension insurance, unemployment insurance, work-related injury insurance and medical insurance for our employees in compliance with applicable Hong Kong and PRC laws. We do not maintain business interruption insurance or product liability insurance, which are not mandatory under Hong Kong and PRC laws.
However, our PRC legal counsel has further advised us that there are substantial uncertainties as to how the M&A Rules will be interpreted or implemented in the context of an overseas offering, and its opinions summarized above are subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules. 13 Table of Contents Regulations on Internet Information Security and Privacy Protection In November 2016, the Standing Committee of the National People’s Congress, or the SCNPC, promulgated the Cyber Security Law of the PRC , or the Cyber Security Law, which became effective on June 1, 2017.
However, our PRC legal counsel has further advised us that there are substantial uncertainties as to how the M&A Rules will be interpreted or implemented in the context of an overseas offering, and its opinions summarized above are subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules. 17 Regulations on Internet Information Security and Privacy Protection In November 2016, the Standing Committee of the National People’s Congress, or the SCNPC, promulgated the Cyber Security Law of the PRC , or the Cyber Security Law, which became effective on June 1, 2017.
PRC Laws and Regulations on Employment and Social Welfare Labor Law of the PRC 16 Table of Contents Pursuant to the Labor Law of the PRC, which was promulgated by the Standing Committee of the NPC on July 5, 1994 with an effective date of January 1, 1995 and was last amended on August 27, 2009 and the Labor Contract Law of the PRC, which was promulgated on June 29, 2007, became effective on January 1, 2008 and was last amended on December 28, 2012, with the amendments coming into effect on July 1, 2013, enterprises and institutions shall ensure the safety and hygiene of a workplace, strictly comply with applicable rules and standards on workplace safety and hygiene in China, and educate employees on such rules and standards.
PRC Laws and Regulations on Employment and Social Welfare Labor Law of the PRC 22 Pursuant to the Labor Law of the PRC, which was promulgated by the Standing Committee of the NPC on July 5, 1994 with an effective date of January 1, 1995 and was last amended on August 27, 2009 and the Labor Contract Law of the PRC, which was promulgated on June 29, 2007, became effective on January 1, 2008 and was last amended on December 28, 2012, with the amendments coming into effect on July 1, 2013, enterprises and institutions shall ensure the safety and hygiene of a workplace, strictly comply with applicable rules and standards on workplace safety and hygiene in China, and educate employees on such rules and standards.
We may rely on dividends to be paid by our PRC subsidiaries to fund our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders, to service any debt we may incur and to pay our operating expenses.
We may rely on dividends to be paid by our Hong Kong and PRC subsidiaries to fund our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders, to service any debt we may incur and to pay our operating expenses.
Current PRC regulations permit our PRC subsidiaries to pay dividends to WeTrade Technology only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations.
Current PRC regulations permit our PRC subsidiaries to pay dividends to Next Technology only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations.
WeTrade Technology is also permitted under the laws of Hong Kong to provide funding to WeTrade Group Inc. through dividend distribution without restrictions on the amount of the funds. As of the date of this annual report, there has been no distribution of dividends or assets among the holding company or the subsidiaries.
Next Technology is also permitted under the laws of Hong Kong to provide funding to Next Technology Inc. through dividend distribution without restrictions on the amount of the funds. As of the date of this annual report, there has been no distribution of dividends or assets among the holding company or the subsidiaries.
PRC Laws and Regulations on Taxation Enterprise Income Tax 15 Table of Contents The Enterprise Income Tax Law of the People’s Republic of China (the “EIT Law”) was promulgated by the Standing Committee of the National People’s Congress on March 16, 2007 and became effective on January 1, 2008, and was later amended on February 24, 2017 and on December 29, 2018 separately.
PRC Laws and Regulations on Taxation Enterprise Income Tax 20 The Enterprise Income Tax Law of the People’s Republic of China (the “EIT Law”) was promulgated by the Standing Committee of the National People’s Congress on March 16, 2007 and became effective on January 1, 2008, and was later amended on February 24, 2017 and on December 29, 2018 separately.
If our PRC subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us.
If our Hong Kong and PRC subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us.
WeTrade Group Inc. is permitted under the Wyoming laws to provide funding to our subsidiaries in Singapore, Hong Kong and PRC through loans or capital contributions without restrictions on the amount of the funds, subject to satisfaction of applicable government registration, approval and filing requirements.
NEXT TECHNOLOGY HOLDING INC. is permitted under the Wyoming laws to provide funding to our subsidiaries in Singapore, Hong Kong and PRC through loans or capital contributions without restrictions on the amount of the funds, subject to satisfaction of applicable government registration, approval and filing requirements.
Our PRC subsidiaries are in compliance with PRC’s social insurance and housing fund regulations. 17 Table of Contents Regulations Related to our Business Operations in Hong Kong Business registration requirement The Business Registration Ordinance (Chapter 310 of the Laws of Hong Kong) requires every person carrying on any business to make an application to the Commissioner of Inland Revenue in the prescribed manner for the registration of that business.
Our PRC subsidiary is in compliance with PRC’s social insurance and housing fund regulations. 23 Regulations Related to our Business Operations in Hong Kong Business registration requirement The Business Registration Ordinance (Chapter 310 of the Laws of Hong Kong) requires every person carrying on any business to make an application to the Commissioner of Inland Revenue in the prescribed manner for the registration of that business.
Upon completion of such registration formalities, foreign investment enterprises could also conduct settlement when contributing foreign exchange funds, and remit funds overseas in the event of capital reduction, liquidation, advance recovery of investment, profit distribution, etc. As of the date of hereof, Yueshang Beijing has completed the foreign exchange registration formalities upon establishment.
Upon completion of such registration formalities, foreign investment enterprises could also conduct settlement when contributing foreign exchange funds, and remit funds overseas in the event of capital reduction, liquidation, advance recovery of investment, profit distribution, etc.
PRC Laws and Regulations on Foreign Exchange Registration of Foreign Investment Enterprises Pursuant to the Notice of State Administration of Foreign Exchange on Promulgation of the Provisions on Foreign Exchange Control on Direct Investments in China by Foreign Investors promulgated by the SAFE, or the Notice, upon establishment of a foreign investment enterprise pursuant to the law, registration formalities shall be completed with the foreign exchange bureau.
According to the above regulations, a Foreign-invested Enterprise should get approval by MOFCOM before its establishment and operation. 19 PRC Laws and Regulations on Foreign Exchange Registration of Foreign Investment Enterprises Pursuant to the Notice of State Administration of Foreign Exchange on Promulgation of the Provisions on Foreign Exchange Control on Direct Investments in China by Foreign Investors promulgated by the SAFE, or the Notice, upon establishment of a foreign investment enterprise pursuant to the law, registration formalities shall be completed with the foreign exchange bureau.
Transfers of Cash to and from Our Subsidiaries WeTrade Group Inc. is a holding company with no operations of its own. We conduct our operations in China primarily through our subsidiaries in China.
Transfers of Cash to and from Our Subsidiaries NEXT TECHNOLOGY HOLDING INC. is a holding company with no operations of its own. We conduct our operations in Hong Kong and China primarily through our subsidiaries in both Hong Kong and China.
The laws and regulations of the PRC do not currently have any material impact on transfer of cash from WeTrade Group Inc. to WeTrade Technology or from WeTrade Technology to Wetrade Group Inc.
The laws and regulations of the PRC do not currently have any material impact on transfer of cash from NEXT TECHNOLOGY HOLDING INC. to Hong Kong subsidiaries or from Hong Kong subsidiaries to NEXT TECHNOLOGY HOLDING INC.
We do not maintain key man insurance, insurance policies covering damages to our network infrastructures or information technology systems nor any insurance policies for our properties. During the fiscal years 2022 and 2021, we did not make any material insurance claims in relation to our business. Legal Proceedings There are no active legal proceedings pending or threatened against the Company.
We do not maintain key man insurance, insurance policies covering damages to our network infrastructures or information technology systems nor any insurance policies for our properties. During the fiscal years 2023 and 2022, we did not make any material insurance claims in relation to our business. Legal Proceedings Since mid-September 2023, Mr. Zheng Dai, Mr.
These laws and regulations govern the establishment, modification, including changes to registered capital, shareholders, corporate form, merger and split, dissolution and termination of Foreign-invested Enterprises. According to the above regulations, a Foreign-invested Enterprise should get approval by MOFCOM before its establishment and operation.
These laws and regulations govern the establishment, modification, including changes to registered capital, shareholders, corporate form, merger and split, dissolution and termination of Foreign-invested Enterprises.
Subsequently, WeTrade Technology, the sole shareholder of Yueshang Beijing, is able to contribute capital to or receive distributions and dividends from Yueshang Beijing. PRC Laws and Regulations on Dividend Distribution The principal regulations governing distribution of dividends of foreign-invested enterprises include the Foreign-Invested Enterprise Law, that became effective on January 1, 2020, and its implementation rules.
PRC Laws and Regulations on Dividend Distribution The principal regulations governing distribution of dividends of foreign-invested enterprises include the Foreign-Invested Enterprise Law, that became effective on January 1, 2020, and its implementation rules.
The following table sets forth the number of our employees by function: Functional Area Number of Employees Operating 8 Technology 14 Human Resource 2 General and Administrative 3 Financial Department 5 Strategic Department 3 Total 35 We provide employee benefits for each employee in accordance with Chinese law.
The following table sets forth the number of our employees by function: Functional Area Number of Employees Operating 3 Technology 2 General and Administrative 1 Financial Department 2 Total 8 We provide employee benefits for each employee in accordance with Hong Kong law. These include pension, medical, unemployment, work injury and maternity insurance, and a housing provident fund.
REGULATIONS This section sets forth a summary of the principal PRC laws and regulations relevant to our business and operations in China. 12 Table of Contents Regulations on Overseas Listings On February 17, 2023, CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Enterprises (the “Trial Measures”), which became effective on March 31, 2023.
Regulations on Overseas Listings On February 17, 2023, CSRC promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Enterprises (the “Trial Measures”), which became effective on March 31, 2023.
These include pension, medical, unemployment, work injury and maternity insurance, and a housing provident fund. Our employees have not formed any employee union or association. We believe we maintain a good working relationship with our employees and have not experienced any difficulty in recruiting staff for our operations.
Our employees have not formed any employee union or association. We believe we maintain a good working relationship with our employees and have not experienced any difficulty in recruiting staff for our operations. Insurance We maintain certain insurance policies to safeguard us against risks and unexpected events.
Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. 8 Table of Contents Our Industry Micro-businesses in China are the target customers for our product.
Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation. 11 Overview of Business and Industry Software Development We provide AI-enabled software development services to our customers in USA, Hong Kong, China and Singapore, which included developing, designing and implementing various SAAS software solutions for business of all types, including industrials and other businesses.
For example, on July 30, 2021, Gary Gensler, Chairman of the SEC, issued a Statement on Investor Protection Related to Recent Developments in China, pursuant to which Chairman Gensler stated that he has asked the SEC staff to engage in targeted additional reviews of filings for companies with significant China-based operations. 7 Table of Contents Implications of Holding Foreign Company Accountable Act On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the Holding Foreign Company Accountable Act, or the HFCAA.
For example, on July 30, 2021, Gary Gensler, Chairman of the SEC, issued a Statement on Investor Protection Related to Recent Developments in China, pursuant to which Chairman Gensler stated that he has asked the SEC staff to engage in targeted additional reviews of filings for companies with significant China-based operations. 8 Government Regulation The laws and regulations applicable to bitcoin and digital assets are evolving and subject to interpretation and change.
ITEM 1. BUSINESS Overview WeTrade Group, Inc (the “Company”) was incorporated in the State of Wyoming on March 28, 2019. As of December 31, 2022, the Company engages in the business of providing technical solutions via its social e-commerce platform and chatGPT technical services.
ITEM 1. BUSINESS Overview NEXT TECHNOLOGY HOLDING INC (Formerly known as “WeTrade Group, Inc”) (the “Company”) was incorporated in the State of Wyoming on March 28, 2019. As of December 31, 2023, the Company pursue two corporate strategies. One business strategy is to continue providing software development services, and the other strategy is to acquire and hold bitcoin.
On May 19, 2023, we filed a Schedule 14C with Securities and Exchange Commission. The Reverse Split took effect on June 9, 2023. Regulatory Permissions and Developments Our counsel as to PRC law has advised us that the laws and regulations of the PRC do not currently have any material impact on our business, financial condition or results of operations.
The following table presents a roll-forward of our bitcoin holdings, including additional information related to our bitcoin purchases, and digital asset impairment losses during the period: Digital asset original cost basis Digital asset gain / (losses) Digital asset market value Approximate number of Bitcoin held Balance at December 31, 2022 — — — — Digital asset purchase 24,990,000 — 35,206,901 833 Digital asset gain/ (loss) — 10,216,901 — — Balance at December 31, 2023 24,990,000 10,216,901 35,206,901 833 4 Regulatory Permissions and Developments Our counsel as to PRC law has advised us that the laws and regulations of the PRC do not currently have any material impact on our business, financial condition or results of operations.
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We are committed to providing an international cloud-based intelligence system and have independently developed a micro-business cloud intelligence system called the “YCloud.” Our goal is to provide technical and auto-billing management services to micro-business online stores in China through big data analytics, machine learning mechanisms, social network recommendations, and multi-channel data analysis.
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Software development We provide AI-enabled software development services to our customers, which included developing, designing, and implementing various SAAS software solutions for businesses of all types, including industrial and other businesses.
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We provide technology services to both individual and corporate users.
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Bitcoin Acquisition Strategy Our bitcoin acquisition strategy generally involves acquiring bitcoin with our liquid assets that exceed working capital requirements, and from time to time, subject to market conditions, issuing debt or equity securities or engaging in other capital raising transactions with the objective of using the proceeds to purchase bitcoin.
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Through Yueshang Information Technology (Beijing) Limited (“Yueshang Beijing”), we provide access to “YCloud” to our two customers, which are Zhuozhou Weijiafu Information Technology Limited (“Weijiafu”), a PRC technology company, which then provide “YCloud” services to individual and corporate micro-business owners and Changtongfu Technology (Hainan) Co Limited (“Changtongfu”), a PRC technology company, which then provide “YCloud” services to individual and corporate business owners in the hotel and travel industries.
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We view our bitcoin holdings as long-term holdings and expect to continue to accumulate bitcoin. We have not set any specific target for the amount of bitcoin we seek to hold, and we will continue to monitor market conditions in determining whether to engage in additional financings to purchase additional bitcoin.
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The market for individual micro-business owners represents a potential of 330 million users by the year of 2023. (Source: iResrarch. http://xueqiu.com/8455183447/172404679?sharetime=2,2/22/2021). YCloud serves corporate users in multiple industries, including Yuetao Group, Zhiding, Lvyue, Yuebei, Yuedian, Coke GO, and Zhongyanshangyue. We conduct business operations in mainland China and have established trial operations in Hong Kong.
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This overall strategy also contemplates that we may (i) periodically sell bitcoin for general corporate purposes, including to generate cash for treasury management or in connection with strategies that generate tax benefits in accordance with applicable law, (ii) enter into additional capital raising transactions that are collateralized by our bitcoin holdings, and (iii) consider pursuing additional strategies to create income streams or otherwise generate funds using our bitcoin holdings.
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We expect to utilize the YCloud system to establish a global strategic cooperation with various social media platforms. The main functions of the YCloud system are to manage users’ marketing relationships, CPS commission profit management, multi-channel data statistics, AI fission and management, and improved supply chain systems. Currently, YCloud serves the micro business industry.
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We believe that, due to its limited supply, bitcoin offers the opportunity for appreciation in value if its adoption increases and has the potential to serve as a hedge against inflation in the long-term.
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We have expanded the application of YCloud to tourism, hospitality, livestreaming and short video, medical beauty and traditional retail industries.
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Governments around the world have reacted differently to digital assets; certain governments have deemed them illegal, and others have allowed their use and trade without restriction, while in some jurisdictions, such as the U.S., digital assets are subject to overlapping, uncertain and evolving regulatory requirements. As digital assets have grown in both popularity and market size, the U.S.
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Corporate History and Structure The following diagram sets forth the structure of the Company as of the date of this report: 4 Table of Contents WeTrade Group, Inc (referred to herein as “WeTrade Group”) was incorporated in the State of Wyoming on March 28, 2019. Utour Pte. Ltd.
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Executive Branch, Congress and a number of U.S. federal and state agencies, including the Financial Crimes Enforcement Network, the Commodity Futures Trading Commission (“CFTC”), the SEC, the Financial Industry Regulatory Authority, the Consumer Financial Protection Bureau, the Department of Justice, the Department of Homeland Security, the Federal Bureau of Investigation, the IRS and state financial regulators, have been examining the operations of digital asset networks, digital asset users and digital asset exchanges, with particular focus on the extent to which digital assets can be used to violate state or federal laws, including to facilitate the laundering of proceeds of illegal activities or the funding of criminal or terrorist enterprises, and the safety and soundness and consumer-protective safeguards of exchanges or other service-providers that hold, transfer, trade or exchange digital assets for users.
Removed
(referred to herein as “Utour”) was incorporated in Singapore on March 23, 2018 as a limited liability company. Utour is 100% owned by WeTrade Group. WeTrade Information Technology Limited (referred to herein as “WeTrade Technology”) was incorporated in Hong Kong on September 4, 2019 as a limited liability company. WeTrade Technology is 100% owned by WeTrade Group.
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Many of these state and federal agencies have issued consumer advisories regarding the risks posed by digital assets to investors. In addition, federal and state agencies, and other countries have issued rules or guidance regarding the treatment of digital asset transactions and requirements for businesses engaged in activities related to digital assets.
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Yueshang Information Technology (Beijing) Limited (referred to herein as “Yueshang Beijing”) was incorporated in China on November 13, 2019 and is in the business of providing social e-commerce services, technical system support, and services. Yueshang Beijing is a wholly foreign owned entity in China and is 100% owned by WeTrade Technology.
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Depending on the regulatory characterization of bitcoin, the markets for bitcoin in general, and our activities in particular, our business and our bitcoin acquisition strategy may be subject to regulation by one or more regulators in the United States and globally.
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Yueshang Group (Hunan) Network Technology Limited (referred to herein as “Yueshang Hunan”) was incorporated in China in 2020 as a limited liability company and is in the business of providing software development, technical system support, and services. WeTrade Beijing is 100% owned by Yueshang Beijing.
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Ongoing and future regulatory actions may alter, to a materially adverse extent, the nature of digital assets markets, the participation of industry participants, including service providers and financial institutions in these markets, and our ability to pursue our bitcoin strategy.
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WeTrade Digital Technology (Beijing) Limited (referred to herein as “WeTrade Beijing”), was incorporated in China on December 24, 2020 as a limited liability company and is in the business of providing software development, technical system support, and services. WeTrade Beijing is 100% owned by Yueshang Beijing.
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Additionally, U.S. state and federal and foreign regulators and legislatures have taken action against industry participants, including digital assets businesses, and enacted restrictive regimes in response to adverse publicity arising from hacks, consumer harm, or criminal activity stemming from digital assets activity.
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Yueshang Technology Group (Zhuhai Hengqin) Limited (referred to herein as “Yueshang Zhuhai”), was incorporated in China in, 2020 as a limited liability company and is in the business of providing software development, technical system support, and services. Yueshang Zhuhai is 100% owned by Yueshang Beijing.
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U.S. federal and state energy regulatory authorities are also monitoring the total electricity consumption of cryptocurrency mining, and the potential impacts of cryptocurrency mining to the supply and dispatch functionality of the wholesale grid and retail distribution systems. Many state legislative bodies have passed, or are actively considering, legislation to address the impact of cryptocurrency mining in their respective states.
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Tibet XiaoShang Technology Co Limited (referred to herein as “Tibet Xiaoshang”), was incorporated in China on July 29, 2021 as a limited liability company and is in the business of providing software development and technical system services.
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The CFTC takes the position that some digital assets, including bitcoin, fall within the definition of a “commodity” under the Commodities Exchange Act of 1936, as amended (the “CEA”). Under the CEA, the CFTC has broad enforcement authority to police market manipulation and fraud in spot digital assets markets in which we may transact.
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Tibet Xiaoshang is 100% owned by Yueshang Beijing, Shanghai Yueshang Information Technology Limited (referred to herein as “Yueshang Shanghai”), was incorporated in China in, 2022 as a limited liability company and is in the business of providing software development, technical system support, and services.
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Beyond instances of fraud or manipulation, the CFTC generally does not oversee cash or spot market exchanges or transactions involving digital asset commodities that do not utilize margin, leverage, or financing.
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Yueshang Shanghai is 100% owned by Yueshang Beijing. 5 Table of Contents Reverse Split The record date for the determination of shareholders entitled to consent to the 1 for 185 Reverse Split was May 2, 2023 (the “Record Date”).
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In addition, CFTC regulations and CFTC oversight and enforcement authority apply with respect to futures, swaps, other derivative products and certain retail leveraged commodity transactions involving digital asset commodities, including the markets on which these products trade.
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As of that date, we had pre-reverse split shares of 195,057,503 issued and outstanding shares of common stock with no par value. Each share of our common stock entitles the holder thereof to one vote on each matter that may come before a meeting or vote of our shareholders.
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The SEC and its staff have taken the position that certain other digital assets fall within the definition of a “security” under the U.S. federal securities laws. Public statements made by senior officials and senior members of the staff at the SEC indicate that the SEC does not consider bitcoin to be a security under the federal securities laws.
Removed
The Reverse Split was approved by the holders of a majority of our stock entitled to vote on May 9, 2023. The vote required to approve the Reverse Split was 50% of the shares entitled to vote plus one vote, a simple majority. The actual affirmative vote was 51.90% of the issued shares.
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However, such statements are not official policy statements by the SEC and reflect only the speakers’ views, which are not binding on the SEC or any other agency or court and cannot be generalized to any other digital assets.
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The term micro-businesses not only refers to corporate companies, but also individuals. It includes all business owners engaged in sales and marketing based on social platforms. Micro-business first emerged when social platforms just started expanding in China, and microbusiness owners were usually individual users of social platforms who used the platform as a business tool.
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In addition, since transactions in bitcoin provide a degree of anonymity, they are susceptible to misuse for criminal activities, such as money laundering.
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Gradually, the expansion of social platform gave birth to various independent brands and stores which flourished on various social platforms. These brands and stores are known as micro-business owners in today’s context. As the industry matured, traditional brands and major e-commerce players joined this market as well.
Added
This misuse, or the perception of such misuse, could lead to greater regulatory oversight of bitcoin and Bitcoin platforms, and there is the possibility that law enforcement agencies could close bitcoin platforms or other bitcoin-related infrastructure with little or no notice and prevent users from accessing or retrieving bitcoin held via such 9 platforms or infrastructure.
Removed
Micro-business as a concept gained more trust among business owners and consumers, and more business owners tried to gain market shares through micro-business channels. One difficulty they face is the limitation of technology support. Our YCloud system not only opens up new resource for micro-business, but also helps remove the technical industry entry barrier for micro-business owners.
Added
For example, in her January 2021 nomination hearing before the Senate Finance Committee, Treasury Secretary Janet Yellen noted that cryptocurrencies have the potential to improve the efficiency of the financial system but that they can be used to finance terrorism, facilitate money laundering, and support activities that threaten U.S. national security interests and the integrity of the U.S. and international financial systems.
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The number of people running micro-businesses in China has increased from 60 million in 2019 to 260 million in 2022, which is estimated to further increase to 330 million in 2023. (Source: https://wenku.baidu.com/view/1ff2df18ba4cf7ec4afe04a1b0717fd5370cb2cf.html,2/22/2021) Our business is in the social e-commerce area, which is based on social networking and connects suppliers and consumers in an S2B2C model to facilitate commodity circulation.
Added
Treasury Department’s Office of Foreign Assets Control has issued updated advisories regarding the use of virtual currencies, added a number of digital asset exchanges and service providers to the Specially Designated Nationals and Blocked Persons list and engaged in several enforcement actions, including a series of enforcement actions that have either shut down or significantly curtailed the operations of several smaller digital asset exchanges associated with Russian and/or North Korean nationals.
Removed
Specifically, S2B2C refers to the upstream of the distribution platform(S) that connects commodity suppliers, providing small shop owners(B) with a series of services such as supply chain, logistics, IT systems, training, after-sales, etc., and then the shop owner is responsible for the C-side product sales and user maintenance.
Added
As noted above, activities involving bitcoin and other digital assets may fall within the jurisdiction of more than one financial regulator and various courts and such laws and regulations are rapidly evolving and increasing in scope. On March 9, 2022, President Biden signed an executive order relating to cryptocurrencies.
Removed
Users use social relationships to conduct distribution without intervening in the supply chain. This distribution mode adopts the business method that features relying on existing social groups, and team compensation. In recent years, as the scale of mobile online shopping has grown steadily, the development of micro-businesses has seen a more promising market environment.
Added
While the executive order did not mandate the adoption of any specific regulations, it instructed various federal agencies to consider potential regulatory measures, including the evaluation of the creation of a U.S. CBDC. On September 16, 2022, the White House released a framework for digital asset development, based on reports from various government agencies, including the U.S.
Removed
According to data from the Ministry of Commerce of PRC, in 2020, the volume of online retail sales of physical goods is 9.8 trillion yuan, an increase of 14.8%. PRC market has been the world's largest online retail market for eight consecutive years. Accordingly, the market scale of micro-business has also been expanding.
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Department of Treasury, the Department of Justice, and the Department of Commerce.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeITEM 2. PROPERTIES Our principal executive office is located at No. 18, Kechuang 10th Street, Beijing Economic and Technological Development Zone, Beijing, People Republic of China. The office has 6,216.64 square meters and the lease runs from September 16, 2020 to September 15, 2025.
Biggest changeITEM 2. PROPERTIES Our principal executive office is located at Room 519, 05/F Block T3, Qianhai Premiert Finance Centre Unit 2, Guiwan Area, Nanshan District, Shenzhen, People Republic of China. The office has 200 square meters and the lease runs from January 1, 2023 to December 31, 2025.
Removed
The following table sets forth the leases term and monthly rent: Lease Term Address Space (square meters) September 16, 2020 to September 15, 2025 No. 18, Kechuang 10th Street, Beijing Economic and Technological Development Zone, Beijing, China 6,216.64
Added
The following table sets forth the leases term and monthly rent: Lease Term Address Space (square meters) January 1, 2023 to December 31, 2025 Room 519, 05/F Block T3, Qianhai Premiert Finance Centre Unit 2, Guiwan Area, Nanshan District, Shenzhen, People Republic of China. 200

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Removed
ITEM 3. LEGAL PROCEEDINGS We are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions required to be disclosed by Item 103 of Regulation S-K. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 19 Table of Contents PART II
Added
ITEM 3. LEGAL PROCEEDINGS Since mid-September 2023, Mr. Zheng Dai, Mr. Pijun Liu, and certain individuals under their control (the “Unauthorized Persons”) had been falsely and repeatedly holding themselves out as representing and/or authorized to represent the Company.
Added
For example, the Unauthorized Persons caused to be filed certain current reports on Forms 8-K dated September 28, 2023 and October 10, 2023, in which they purported to appoint new officers and directors. These filings were false and should be disregarded.
Added
On September 28, 2023, a derivative lawsuit was filed by certain purported shareholders affiliated with the Unauthorized Persons in the United States District Court for the District of Wyoming against certain officers and directors of the Company, seeking control of the Company. This case was dismissed without prejudice on October 18, 2023.
Added
On October 18, 2023, the same individuals who filed the above-described derivative suit filed a direct action against the Company in the Chancery Court of the State of Wyoming (the “Chancery Court”), again seeking control of the Company.
Added
The Company responded to the lawsuit, sought a temporary restraining order restraining the plaintiff-shareholders and their affiliates (including the Unauthorized Persons) from claiming be in control of the Company. On November 7, 2023, the Chancery Court issued a temporary restraining order substantially restraining the Mr. Dai Zheng and his affiliates from claiming to act on behalf of the Company.
Added
The lawsuit remains pending as at reporting date. On November 30, 2023, the Company responded to plaintiffs’ arguments that they controlled the Company, pointing out that plaintiffs’ case (Mr. Dai Zheng and his affiliates) was largely built upon forged signatures and other fabricated materials. In response, the plaintiffs withdrew their opposition to the Company’s request for an injunction.
Added
On January 5, 2024, the Chancery Court entered a preliminary injunction order (attached hereto). Specifically, the order restrained Mr.
Added
Dai Zheng and his affiliates from the following conduct: (i) acting as or holding themselves out as majority shareholders, directors, executives, or employees of the Company and its affiliates; (ii) making any attempts to contact the SEC, Nasdaq, government authorities, or make any filing or press release on behalf of the Company; (iii) making any attempts to change the board composition and executive team; (iv) disseminating false statements regarding the Company and its leadership; 25 (v) making any attempts to contact the Company’s service providers, including auditors, stock transfer agents, and filing agents; (vi) making any attempts to issue the Company’s shares.
Added
The Company is controlled by its current board of directors, composed of the following personnel: Lichen Dong (Chairman of the Board), Lim Kian Wee, Mahesh Thapaliya, and Jianbo Sun as of reporting date. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 26 PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 19 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 20 Item 5A. Selected Financial Data 20 Item 6. Management’s Discussion and Analysis of Financial Condition and Results of Operations 20 Item 7. Quantitative and Qualitative Disclosures about Market Risk 23 Item 8.
Biggest changeItem 4. Mine Safety Disclosures 26 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 27 Item 5A. Selected Financial Data 28 Item 6. Management’s Discussion and Analysis of Financial Condition and Results of Operations 28 Item 7. Quantitative and Qualitative Disclosures about Market Risk 33 Item 8.
Financial Statements and Supplementary Data 23 Item 9. Controls and Procedures 23
Financial Statements and Supplementary Data 33 Item 9. Controls and Procedures 33

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeHigh bid Low bid Fiscal Year 2023 June 30, 2023 (from June 9, 2023, post-reverse stock split) $ 23.16 $ 6.75 March 31, 2023 $ 0.79 $ 0.25 Fiscal Year 2022 December 31, 2022 $ 1.77 $ 0.23 September 30, 2022 (from July 19, 2022) $ 50.50 $ 0.71 The last reported sales price for our shares of common stock on the Nasdaq Capital Market as of June 30, 2023 was $9.29 per share.
Biggest changeHigh bid Low bid Fiscal Year 2024 March 31, 2023 $ 6.66 $ 3.83 Fiscal Year 2023 December 31, 2023 $ 6.2 $ 2.1 September 30, 2023 $ 14.3 $ 2.8 June 30, 2023(from June 9, 2023, post-reverse stock split) 47.1 6.8 March 31, 2023 The last reported sales price for our shares of common stock on the Nasdaq Capital Market as of March 31, 2024 was $6.22 per share.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers We did not, nor did anyone on our behalf or any “affiliated purchaser” as defined in Rule 10b-18(a)(3) of the Exchange Act, repurchase any outstanding shares of our common stock during any month of our fiscal year ended December 31, 2022.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers We did not, nor did anyone on our behalf or any “affiliated purchaser” as defined in Rule 10b-18(a)(3) of the Exchange Act, repurchase any outstanding shares of our common stock during any month of our fiscal year ended December 31, 2023.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is listed on the Nasdaq Capital Market under the symbol “WETG”.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is listed on the Nasdaq Capital Market under the symbol “NXTT”.
Holders As of the close of business on December 31, 2022, there were approximately 396 holders of record of our common stock. Dividends We have not declared any cash dividends on our common stock during our two most recent fiscal years. In the near future, we intend to retain any earnings to finance the development and expansion of our business.
Holders As of the close of business on December 31, 2023, there were approximately 2,700 holders of record of our common stock. Dividends We have not declared any cash dividends on our common stock during our two most recent fiscal years. In the near future, we intend to retain any earnings to finance the development and expansion of our business.
As of June 30, 2023, we had approximately 400 shareholders of record for our common stock. Transfer Agent The transfer agent for our common stock is Globex Transfer LLC. The transfer agent’s telephone number and address is (813) 344-4490 and 780 Deltona Blvd, Deltona, FL 32725.
As of March 31, 2024, we had approximately 2,700 shareholders of record for our common stock. Transfer Agent The transfer agent for our common stock is Globex Transfer LLC. The transfer agent’s telephone number and address is (813) 344-4490 and 780 Deltona Blvd, Deltona, FL 32725.
Securities Authorized for Issuance Under Equity Compensation Plans As of December 31, 2022, there are no compensation plans under which our equity securities are authorized for issuance. Recent Sales of Unregistered Securities As of December 31, 2022, there were no recent sales of unregistered securities.
Securities Authorized for Issuance Under Equity Compensation Plans As of December 31, 2023, there are no compensation plans under which our equity securities are authorized for issuance. 27 Recent Sales of Unregistered Securities On June 9, 2023, the Wyoming Secretary of State approved the Company’s certificate of amendment to amend its Articles of Incorporation to effect 1 for 185 reverse stock split (“Reverse Stock Split”).
Added
The total issued and outstanding shares of the Company’s common stock decreased from 195,057,503 to 1,054,530 shares, with the par value unchanged at zero. In September, 2023, there are 1,570,600 shares issued with the total amount of $12,616,454, the Company’s common stock issued has been increased to 2,625,130 shares as of December 31, 2023.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeThe increase were mainly due to prepayment of WT Pay System and payment of professional fees in relation to the Nasdaq up-listing. Investing activities Our continuing cash flow provided by investing activities is $493,954 for the fiscal years ended December 31, 2022 as compare to the cash flow used in investing activities of $1,028,322 in prior year.
Biggest changeInvesting activities Our continuing cash flow used in investing activities is $24,990,000 for the fiscal years ended December 31, 2023 as compare to $nil in prior year. The increase was mainly due to acquisition of 833 BTC with the amount of $24,990,000 during the year.
The facts and circumstances of each account may require the Company to use substantial judgment in assessing its collectability. 22 Table of Contents Recent Accounting Pronouncements We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company financial statements.
The facts and circumstances of each account may require the Company to use substantial judgment in assessing its collectability. 32 Recent Accounting Pronouncements We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company financial statements.
Our actual results could differ from those estimates. We use historical data to assist in the forecast of our future results. Deviations from our projections are addressed when our financials are reviewed on a monthly basis. This allows us to be proactive in our approach to managing our business.
We use historical data to assist in the forecast of our future results. Deviations from our projections are addressed when our financials 31 are reviewed on a monthly basis. This allows us to be proactive in our approach to managing our business. It also allows us to rely on proven data rather than having to make assumptions regarding our estimates.
GAAP represents a comprehensive set of accounting and disclosure rules and requirements. The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.
The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Our actual results could differ from those estimates.
See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors discussed elsewhere in this annual report .
See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results could differ materially from those anticipated in the forward-looking statements as a result of certain factors discussed elsewhere in this annual report . Overview NEXT TECHNOLOGY HOLDING INC (Formerly known as “WeTrade Group Inc”) was incorporated in the State of Wyoming on March 28, 2019. We currently pursue two corporate strategies.
On the same day, approved by the Board of Directors, the Nominating Committee and the Compensation Committee, Ms. Annie Huang was appointed as the Chief Financial Officer of the Company, effective November 29, 2022. On December 21, 2022, Mr. Zheng Dai tendered his resignation as chairman of the board, and Mr.
On December 13, 2023, Ms. Annie Huang tendered her resignation as a Chief Financial officer of NEXT TECHNOLOGY HOLDING INC. (the “Company”), effective from December 13, 2023. On the same day, approved by the Board of Directors, the Nominating Committee and the Compensation Committee, Mr.
Operating activities Our continuing cash flow used in operating activities is $17,608,419 for the fiscal years ended December 31, 2022 as compare to the cash flow provided by operating activities of $3,753,384 in prior year, which was increased by approximately of $14.1 million.
Operating activities Our continuing cash flow generated from operating activities is $8,129,215 for the fiscal years ended December 31, 2023 as compare to the cash flow used in operating activities of $38,205,344 in prior year, which was increased by approximately of $46.3 million. The increase were mainly due to increase in assets related to discontinued operation.
Biming Guo was appointed as the chairman of the board of the Company, effective December 21, 2022. Result of Operations The following tables provide a comparison of a summary of our results of operations for the fiscal years ended December 31, 2022 and 2021.
Wei He Chun tendered his resignation as the chief executive officer, effective December 28, 2023. 29 Result of Operations The following tables provide a comparison of a summary of our results of operations for the fiscal years ended December 31, 2023 and 2022.
Financing activities Cash provided by our financing activities was $37,720,440 for the year ended December 31, 2022 as compare to the net cash provided by financing activities of $689,031, which was increased by approximately of $37.1 million.
Financing activities Cash generated from financing activities was $17,506,254 for the year ended December 31, 2023 as compare to the net cash generated from financing activities of $39,345,676, which was decreased by approximately of $22.4 million.
It also allows us to rely on proven data rather than having to make assumptions regarding our estimates. Revenue recognition The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts .
Revenue recognition The Company follows the guidance of Accounting Standards Codification (ASC) 606, Revenue from Contracts .
Removed
Overview WeTrade Group, Inc. was incorporated in the State of Wyoming on March 28, 2019 and is in the business of providing technical services and solutions via its social e-commerce platform.
Added
One business strategy is to continue providing software development services, and the other strategy is to acquire and hold bitcoin. Software development We provide AI-enabled software development services to our customers, which included developing, designing, and implementing various SAAS software solutions for businesses of all types, including industrial and other businesses.
Removed
We are committed to providing an international cloud-based intelligence system and independently developed a micro-business cloud intelligence system called the “YCloud.” Our goal is to provide technical and auto-billing management services to micro-business online stores in China through big data analytics, machine learning mechanisms, social network recommendations, and multi-channel data analysis. 20 Table of Contents We provide technology services to both individual and corporate users.
Added
Bitcoin Acquisition Strategy Our bitcoin acquisition strategy generally involves acquiring bitcoin with our liquid assets that exceed working capital requirements, and from time to time, subject to market conditions, issuing debt or equity securities or engaging in other capital raising transactions with the objective of using the proceeds to purchase bitcoin.
Removed
Through Yueshang Information Technology (Beijing) Limited, or Yueshang Beijing, we provide access to “YCloud” to our two customers, which are Zhuozhou Weijiafu Information Technology Limited (“Weijiafu”), a PRC technology company, which then provide “YCloud” services to individual and corporate micro-business owners and Changtongfu Technology (Hainan) Co Limited (“Changtongfu”), a PRC technology company, which provide “YCloud” services to individual and corporate business owners in the hotel and travel industries.
Added
We view our bitcoin holdings as long-term holdings and expect to continue to accumulate bitcoin. We have not set any specific target for the amount of bitcoin we seek to hold, and we will continue to monitor market conditions in determining whether to engage in additional financings to purchase additional bitcoin.
Removed
The market individual micro-business owners represent a potential of 330 million users by the year of 2023. (Source: iResrarch. http://xueqiu.com/8455183447/172404679?sharetime=2,2/22/2021). YCloud serves corporate users in multiple industries, including Yuetao Group, Zhiding, Lvyue, Yuebei, Yuedian, Coke GO, and Zhongyanshangyue. We conduct business operations in mainland China and have established trial operations in Hong Kong.
Added
This overall strategy also contemplates that we may (i) periodically sell bitcoin for general corporate purposes, including to generate cash for treasury management or in connection with strategies that generate tax benefits in accordance with applicable law, (ii) enter into additional capital raising transactions that are collateralized by our bitcoin holdings, and (iii) consider pursuing additional strategies to create income streams or otherwise generate funds using our bitcoin holdings.
Removed
We expect to utilize the YCloud system to establish a global strategic cooperation with various social media platforms. The main functions of the YCloud system are to manage users’ marketing relationships, CPS commission profit management, multi-channel data statistics, AI fission and management, and improved supply chain systems. Currently, YCloud serves the micro business industry.
Added
We believe that, due to its limited supply, bitcoin offers the opportunity for appreciation in value if its adoption increases and has the potential to serve as a hedge against inflation in the long-term. 28 Change of Officer and Director On December 11, 2023, according to the voting results of the Annual Shareholders’ Meeting (the “Meeting”), Lichen Dong, Lim Kian Wee, Mahesh Thapaliya and Jianbo Sun are respectively appointed as the director of the Company, forming the new Board of Directors of the Company.
Removed
We expect to expand the application of YCloud to tourism, hospitality, livestreaming and short video, medical beauty and traditional retail industries. Change of Officer and Director On August 12, 2022, Mr. Zhuo Li tendered his resignation as a director and the Chief Operation Officer, effective August 12, 2022.
Added
Biming Guo, Ning Qin, Yuxing Ye no longer serves as the director of the Company. On December 11, 2023, the new Board of Directors held a regular meeting, and made the following resolutions: 1. Mr. Lichen Dong is appointed as the Chairman of the Board. 2.
Removed
On August 12, 2022, approved by the Board of Directors, the Nominating Committee and the Compensation Committee, Ms. Grace Li was appointed as a director of the Company, effective August 12, 2022. On October 13, 2022, the Board of Directors, Nominating Committee and Compensation Committee approved the appointment of Mr. Hanfeng Li as the Vice President of Wetrade Group Inc.
Added
The Audit Committee of the Company is composed of all four independent directors (Lichen Dong, Lim Kian Wee, Mahesh Thapaliya and Jianbo Sun) as members, and Lim Kian Wee is designated as the Chair of the Audit Committee. 3.
Removed
(the “Company”), effective October 13, 2022. On November 29, 2022, Mr. Kean Tat Che tendered his resignation as a director and the Chief Financial officer, and Mr. Hung Fai Choi tendered his resignation as a director of the Company, effective November 29, 2022.
Added
The Nominating Committee of the Company is composed of all four independent directors (Lichen Dong, Lim Kian Wee, Mahesh Thapaliya and Jianbo Sun) as members, and Lichen Dong is designated as the Chair of the Nominating Committee. 4.
Removed
Pijun Liu tendered his resignation as the chief executive officer and a director, effective December 21, 2022. On the same day, approved by the Board of Directors, the Nominating Committee and the Compensation Committee, Mr. Hechun Wei was appointed as the Chief Executive Officer of the Company, and Mr.
Added
The Compensation Committee of the Company is composed of all four independent directors (Lichen Dong, Lim Kian Wee, Mahesh Thapaliya and Jianbo Sun) as members, and Jianbo Sun is designated as the Chair of the Compensation Committee.
Removed
Results of Operations for the fiscal years ended December 31, 2022 and 2021 For the year ended December 31, 2022 For the year ended December 31, 2021 Revenue: Service revenue, non-related party $ 10,803,232 $ 9,734,966 Service revenue, related party 868,103 4,646,329 11,671,335 14,381,295 Cost of Revenue (9,695,290 ) (2,681,939 ) Gross Profit 1,976,045 11,699,356 Operating Expenses: General and Administrative (11,843,048 ) (5,705,063 ) Operations Profit (9,867,003 ) 5,994,293 Other income 636,934 303,665 Income before income tax (9,230,069 ) 6,297,958 Income tax income/ (expenses) 82,654 (1,122,283 ) Net (Loss)/ Income $ (9,147,415 ) $ 5,175,675 Revenue from Operations For the fiscal year ended December 31, 2022 and 2021, total revenue was $11,671,335 and $14,381,295, respectively.
Added
Each of Lichen Dong, Lim Kian Wee, Mahesh Thapaliya and Jianbo Sun qualifies as an independent director under rules of The Nasdaq Stock Market, and does not have a family relationship with any director or executive officer of the Company, and has not been involved in any transaction with the Company during the past two years that would require disclosure under Item 404(a) of Regulation S-K.
Removed
The decrease was mainly due to the decrease in Gross Merchandise Volume (“GMV”) in Ycloud system under the outbreak of the coronavirus disease during the year. Service revenue from third party were $10,803,232 (2021: $9,734,966) and service revenue from related party were $868,103 (2021: $4,646,329) for the year ended December 31, 2022.
Added
Ken Tsang was appointed as the Chief Financial Officer of the Company, effective December 13, 2023. On December 28, 2023, Mr.
Removed
The system services fees are collected through from end users of YCloud system based on the GMV as follow: Gross Merchandise Volume (“GMV”) 2022 2021 US$ US$ Non-related party 327,183,593 292,177,817 Related party 26,291,122 139,359,179 Total: 353,474,715 431,536,996 Cost of revenue Cost of revenue is mainly consists of staff payroll, PRC central provident fund (“CPF”) and other staff benefits, the increase is mainly due to more technical development service costs were incurred for the system development during the year.
Added
Results of Operations for the fiscal years ended December 31, 2023 and 2022 For the year ended December 31, 2023 For the year ended December 31, 2022 Revenue: (Unaudited) Service revenue, non-related party $ 2,633,308 $ — Cost of Revenue (1,198,033 ) — Gross Profit 1,435,275 — Operating Expenses: General and Administrative (3,478,482 ) (6,793,718 ) Operations loss (2,043,207 ) (6,793,718 ) Other expenses (1,130,153 ) — Loss before income tax (3,173,360 ) (6,793,718 ) Income tax expenses — — Net Loss $ (3,173,360 ) $ (6,793,718 ) Revenue from Operations For the fiscal year ended December 31, 2023 and 2022, total revenue was $2,633,308 and $nil, respectively. the revenue is mainly generated from the AI software development and SAAS software solutions for industrial and other businesses users.
Removed
General and Administrative Expenses For the fiscal year ended December 31, 2022 and 2021, general and administrative expenses were $11,843,048 and 5,705,063, respectively. The increase is mainly due to increase is mainly due to professional fee, fund raising costs, financial PR and underwriting fees were incurred for the Nasdaq up-listing during the year.
Added
Cost of revenue Cost of revenue mainly consists of staff payroll, system development costs and outsourcing staff cost for system development, which is in line with the increase in revenue during the period. General and Administrative Expenses For the fiscal year ended December 31, 2023 and 2022, general and administrative expenses were $3,478,482 and $6,793,718 respectively.
Removed
Net Income/ (loss) As a result of the factors described above, there was a net loss of $9,147,415 and net income of $5,175,675 for the fiscal year ended December 31, 2022 and 2021, respectively, the increase in loss is mainly due to decrease in revenue and more expenses were incurred for system development and professional fee incurred for Nasdaq up-listing during the year.
Added
The decrease is mainly due to lesser expenses were incurred for the Nasdaq IPO professional fees in 2023 as compare to the prior reporting year.
Removed
Liquidity and Capital Resources 21 Table of Contents The following chart provides a summary of our balance sheets for the fiscal years ended December 31, 2022 and 2021, it should be read in conjunction with the financial statements, and notes thereto. 2022 2021 Cash and Cash equivalents $ 20,025,495 $ 616,593 Receivables 7,377,801 9,230,865 Loan receivable 1,614,841 3,798,130 Other receivables, deposit and prepayments 15,366,488 3,062,868 Property and equipment, net 992,445 395,353 Amortised expenses, net 828,983 Intangible asset 23,188 37,765 Right of use assets - 2,328,950 Total assets $ 46,229,241 $ 19,470,524 Account payable and accrued expenses 723,648 279,219 Tax payable 128,979 711,841 Lease liability - 2,538,340 Amount due to related parties 1,291,296 1,105,532 Other liabilities 2,365,808 306,270 Total liabilities $ 4,509,731 $ 4,941,202 Total stockholders’ equity $ 41,719,510 14,529,322 As of December 31, 2022, we had total assets of $46,229,241, which mainly consisted of $20,025,495 in cash, $8,992,642 in receivables and loan receivables, $1,821,428 in amortised expenses, property and equipment, and $15,366,488 in other receivables, deposit and prepayments; we had total liabilities of $4,509,731 which consisted of $723,648 in accounts payables & accrued expenses, $1,291,296 in amount due to related parties and $2,365,808 in other liabilities; we had total stockholders’ equity of $41,719,510.
Added
Net loss As a result of the factors described above, there was a net loss of $3,173,360 and $6,793,718 for the fiscal year ended December 31, 2023 and 2022, respectively, the decrease is mainly due to lesser expenses were incurred for the Nasdaq IPO professional fees in 2023 as compare to the prior reporting year. 30 The following chart provides a summary of our balance sheets for the fiscal years ended December 31, 2023 and 2022, it should be read in conjunction with the financial statements, and notes thereto. 2023 2022 Cash and Cash equivalents $ 668,387 $ 22,926 Digital Assets 35,206,901 — Receivables 1,133,117 — Prepayments 12,125,500 50,000 Other receivables 5,805,500 5,805,500 Assets related to discontinued operations — 41,138,333 Total assets $ 54,939,405 $ 47,016,759 Account payable 926,456 — Amount due to related parties 1,681,098 1,220,366 Other liabilities 1,430,530 50,000 Liabilities related to discontinued operations — 3,545,900 Total liabilities $ 4,038,084 $ 4,816,266 Total stockholders’ equity $ 50,901,321 $ 42,200,493 As of December 31, 2023, we had total assets of $54,939,405, which mainly consisted of $668,387 in cash, $35,206,901 in digital assets, and $17,931,000 in other receivables and prepayments; we had total liabilities of $4,038,084 which consisted of $926,456 in accounts payables, $1,681,098 in amount due to related parties and $1,430,530 in other liabilities; we had total stockholders’ equity of $50,901,321.
Removed
The increase was mainly due to loan repayment receipts of $2.1 million and which were partially offset by the addition of property and equipment of $1.5 million during the year.
Added
The decrease is mainly due to lesser in share placement of approximately $12.6 million during the period as compare to the share placement of $37.5 million in prior year. Inflation Inflation does not materially affect our business or the results of our operations.
Removed
The increase is mainly due to 10,000,000 share issuance with the net proceeds from sales of common stock in the amount of $37,534,676 during the year. Inflation Inflation does not materially affect our business or the results of our operations. Critical Accounting Policies We prepare our financial statements in accordance with generally accepted accounting principles of the United States (“GAAP”).
Added
Critical Accounting Policies We prepare our financial statements in accordance with generally accepted accounting principles of the United States (“GAAP”). GAAP represents a comprehensive set of accounting and disclosure rules and requirements.
Removed
Off-Balance Sheet Arrangements There is no off-balance sheet arrangements.
Added
Off-Balance Sheet Arrangements On March 1,2024, the Company entered into that the share purchase agreement (the “Purchase Agreement”) with certain existing shareholders (the “Sellers”) of Future Dao Group Holding Limited, an exempted company incorporated and existing under the laws of the Cayman Islands(the “Target”),pursuant to which the Company agrees to purchase from the Sellers indirectly through Next Investment Group Limited, a wholly-owned subsidiary of the Company (“Next Investment”), and the Sellers agree to sell to Next Investment, an aggregate of 2,000 ordinary shares (the “Purchased Shares”) of the Target (the “Transaction”) at a per share purchase price of $6,698 per share for an aggregate purchase price of $13,396,000 (the “Purchase Price”).Pursuant to the Purchase Agreement, at the closing of the Transaction, the Company will pay the Purchase Price by issuing to the Sellers an aggregate of 3,940,000 shares of common stock of the Company (the “Next Technology Common Stock”) based on an agreed-upon valuation of $3.4 per share (the “Per Share Price”).
Added
The Per Share Price is above $3.19, which is the average price per share of the shares of common stock of the Company traded on Nasdaq Capital Market in the five trading days prior to the signing date of the Purchase Agreement.
Added
Pursuant to the Purchase Agreement, each Seller will receive its portion of the Company’s Common Stock proportionate to the number of the Purchased Shares to be sold by such Seller to Next Investment under the Purchase Agreement, the transaction is expected to complete in end of April 2024. Change of Company name Effective April 2, 2024, Wetrade Group Inc.
Added
(the “Company”) changed its name to Next Technology Holding Inc. The name change was made pursuant to the Wyoming Business Corporations Act, and an amendment to Article I of the Company’s Amended and Restated Articles of Incorporation was filed with the Wyoming Secretary of State on March 18, 2024 (Amendment ID: 2024-004669585).
Added
Our common stock will continue to trade on the NASDAQ Stock Market under the ticker symbol "NXTT". Outstanding stock certificates for shares of the company are not affected by the name change. They continue to be valid and need not be exchanged.

Other NXTT 10-K year-over-year comparisons