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UP Fintech Holding Ltd

UP Fintech Holding LtdTIGR決算レポート

Nasdaq · 金融 · 証券ブローカー、ディーラー及び株式発行会社

UP Fintech Holding Limited, operating under the Tiger Brokers brand, provides online financial services for global Chinese investors. It offers cross-market stock trading (US, Hong Kong, mainland China A-shares), fund management, margin financing and investor education for retail and institutional clients.

What changed in UP Fintech Holding Ltd's 20-F — 2024 vs 2025

Top changes in UP Fintech Holding Ltd's 2025 20-F

600 paragraphs added · 540 removed · 452 edited across 6 sections

Item 2. Properties

Properties — owned and leased real estate

2 edited+0 added−0 removed0 unchanged
Item 2. Offer Statistics and Expected Timetable 11 Item 3. Key Information 11 Item 4. Information on the Company 81 Item 5. Operating and Financial Review and Prospects 111 Item 6. Directors, Senior Management and Employees 126 Item 7. Major Shareholders and Related Party Transactions 134 Item 8. Financial Information 135 Item 9. The Offer and Listing 135 Item 10.
Item 2. Offer Statistics and Expected Timetable 11 Item 3. Key Information 11 Item 4. Information on the Company 84 Item 5. Operating and Financial Review and Prospects 116 Item 6. Directors, Senior Management and Employees 130 Item 7. Major Shareholders and Related Party Transactions 138 Item 8. Financial Information 139 Item 9. The Offer and Listing 139 Item 10.
Additional Information 136 Item 11. Quantitative and Qualitative Disclosures About Market Risk 143 Item 12. Description of Securities Other than Equity Securities 144 Part II
Additional Information 140 Item 11. Quantitative and Qualitative Disclosures About Market Risk 147 Item 12. Description of Securities Other than Equity Securities 148 Part II

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

203 edited+84 added−39 removed808 unchanged
On August 26, 2022, the PCAOB announced that it signed a Statement of Protocol with the China Securities Regulatory Commission , or the CSRC, and the Ministry of Finance, which it described as the first step toward opening access for the PCAOB to inspect and investigate completely registered public accounting firms in Chinese mainland and Hong Kong.
On August 26, 2022, the PCAOB announced that it signed a Statement of Protocol with the China Securities Regulatory Commission , or the CSRC, and the Ministry of Finance, which it described as the first step toward completely opening access for the PCAOB to inspect and investigate registered public accounting firms in Chinese mainland and Hong Kong.
It leaves leeway for the future legislations promulgated by the State Council to provide for contractual arrangements as a form of foreign investment. We currently use contractual arrangements to operate certain businesses, including the consolidated VIEs, in which 15 Table of Contents foreign investors are prohibited or restricted from investing.
It leaves leeway for the future legislations promulgated by the State Council to provide for contractual arrangements as a form of foreign investment. 15 Table of Contents We currently use contractual arrangements to operate certain businesses, including the consolidated VIEs, in which foreign investors are prohibited or restricted from investing.
Although we have made substantial efforts to ensure our compliance with the applicable privacy regulations in various jurisdictions, we may not be capable of adjusting our internal policies in a timely manner and any failure to comply with applicable regulations could also result in regulatory enforcement actions against us.
Although we have made substantial efforts to ensure our compliance with the applicable privacy regulations in various jurisdictions, we may not be capable of adjusting our internal policies in a timely manner and any failure to comply with applicable regulations could also result in regulatory enforcement actions against us.
Initially, the HFCAA applied only if the PCAOB’s inability to inspect or investigate resulted from a stance taken by an authority in the foreign jurisdiction where the relevant public accounting firm operated.
Initially, the HFCAA applied only if the PCAOB’s inability to inspect or investigate resulted from a stance taken by an authority in the foreign jurisdiction where the relevant public accounting firm operated.
Following the Consolidated Appropriations Act, 2023, the HFCAA now also applies if the PCAOB’s inability to inspect or investigate the relevant accounting firm arises from a stance taken by an authority in any foreign jurisdiction, irrespective of the location of the accounting firm.
Following the Consolidated Appropriations Act, 2023, the HFCAA now also applies if the PCAOB’s inability to inspect or investigate the relevant accounting firm arises from a stance taken by an authority in any foreign jurisdiction, irrespective of the location of the accounting firm.
On December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate PCAOB-registered public accounting firms headquartered in Chinese mainland and in Hong Kong because of positions taken by PRC authorities in those jurisdictions.
On December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate PCAOB-registered public accounting firms headquartered in Chinese mainland and in Hong Kong because of positions taken by PRC authorities in those jurisdictions.
On December 15, 2022, the PCAOB vacated its 2021 determination that the positions taken by authorities in Chinese mainland and Hong Kong prevented it from inspecting and investigating completely registered public accounting firms headquartered in those jurisdictions.
On December 15, 2022, the PCAOB vacated its 2021 determination that the positions taken by authorities in Chinese mainland and Hong Kong prevented it completely from inspecting and investigating registered public accounting firms headquartered in those jurisdictions.
In light of the PCAOB’s decision to vacate its 2021 determination and until such time as the PCAOB issues any new adverse determination, the SEC has stated that there are no issuers at risk of having their securities subject to a trading prohibition under the HFCAA.
In light of the PCAOB’s decision to vacate its 2021 determination and until such time as the PCAOB issues any new adverse determination, the SEC has stated that there are no issuers at risk of having their securities subject to a trading prohibition under the HFCAA.
Furthermore, on December 19, 2020, the NDRC and the MOFCOM jointly issued the Measures for Security Review of Foreign Investment, effective on January 18, 2021, which provides detailed guidance regarding security review of foreign investment that has a potential impact on national security.
Furthermore, on December 19, 2020, the NDRC and the MOFCOM jointly issued the Measures for Security Review of Foreign Investment, effective on January 18, 2021, which provides detailed guidance regarding security review of foreign investment that has a potential impact on national security.
Where such information and data need to be transmitted overseas based on commercial demand, a security assessment shall be conducted in accordance with the measures formulated by the national cyberspace administration authority in concert with the relevant departments under the State Council.
Where such information and data need to be transmitted overseas based on commercial demand, a security assessment shall be conducted in accordance with the measures formulated by the national cyberspace administration authority in concert with the relevant departments under the State Council.
On December 28, 2021, the CAC and other twelve PRC regulatory authorities jointly revised and promulgated the Measures for Cybersecurity Review, or the Cybersecurity Review Measures, which came into effect on February 15, 2022.
On December 28, 2021, the CAC and other twelve PRC regulatory authorities jointly revised and promulgated the Measures for Cybersecurity Review, or the Cybersecurity Review Measures, which came into effect on February 15, 2022.
Pursuant to the Cybersecurity Review Measures, besides the procurement of network products and services by critical information infrastructure operators, any data processing activities by network platform operators that affects or may affect national security shall be subject to the cybersecurity review as well.
Pursuant to the Cybersecurity Review Measures, besides the procurement of network products and services by critical information infrastructure operators, any data processing activities by network platform operators that affects or may affect national security shall be subject to the cybersecurity review as well.
In accordance with the Cybersecurity Review Measures, operators mastering personal information of more than one million users must apply to the Cybersecurity Review Office for cybersecurity review when they seek for listing in a foreign country.
In accordance with the Cybersecurity Review Measures, operators mastering personal information of more than one million users must apply to the Cybersecurity Review Office for cybersecurity review when they seek for listing in a foreign country.
The Overseas Listing Trial Measures comprehensively improve and reform the existing regulatory regime for overseas offering and listing of Chinese mainland domestic companies’ securities and regulates both direct and indirect overseas offering and listing of Chinese mainland domestic companies’ securities by adopting a filing-based regulatory regime.
The Overseas Listing Trial Measures comprehensively improve and reform the existing regulatory regime for overseas offering and listing of Chinese mainland domestic companies’ securities and regulates both direct and indirect overseas offering and listing of Chinese mainland domestic companies’ securities by adopting a filing-based regulatory regime.
If we or any of the VIEs are found to be in violation of any existing or future PRC laws or regulations, fail to obtain or maintain any of the required permits or approvals, or inadvertently conclude that such permissions or approvals are not required, or if applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future but are unable or fail to do so, the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures, including, without limitation: • revoking the business licenses and/or any permits held by such entities; • discontinuing or placing restrictions or onerous conditions on our activities through any transactions between our WFOEs and the VIEs; • imposing fines, confiscating the income from our WFOEs or the VIEs, or imposing other requirements with which we or the VIEs may not be able to comply; • requiring us to restructure our ownership structure or activities, including terminating the contractual arrangements with the VIEs and deregistering the equity pledges of the VIEs, which in turn would affect our ability to consolidate, derive economic benefits from, or exert effective control over the VIEs; or • restricting or prohibiting our use of the proceeds of our initial public offering and concurrent private placement to finance our business and activities in China.
If we or any of the VIEs are found to be in violation of any existing or future PRC laws or regulations, fail to obtain or maintain any of the required permits or approvals, or inadvertently conclude that such permissions or approvals are not required, or if applicable laws, regulations, interpretations or administrative policy change and we are required to obtain such permissions or approvals in the future but are unable or fail to do so, the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures, including, without limitation: • revoking the business licenses and/or any permits held by such entities; • discontinuing or placing restrictions or onerous conditions on our activities through any transactions between our WFOEs and the VIEs; • imposing fines, confiscating the income from our WFOEs or the VIEs, or imposing other requirements with which we or the VIEs may not be able to comply; • requiring us to restructure our ownership structure or activities, including terminating the contractual arrangements with the VIEs and deregistering the equity pledges of the VIEs, which in turn would affect our ability to consolidate, derive economic benefits from, or exert effective control over the VIEs; or • restricting or prohibiting our use of the proceeds of our initial public offering and concurrent private placement to finance our business and activities in China.
In addition to those risks described under the heading “Any future change in the regulatory and legal regime for the securities brokerage industry may have a significant impact on our business model,” we will be exposed to additional risks as a result of doing business internationally, including: • the difficulty of managing and staffing international operations and the increased operations, travel, infrastructure and legal compliance costs associated with numerous international locations; • challenges to our corporate culture resulting from a dispersed workforce; • new and different sources of competition; • difficulties in complying with a wider array of regulatory requirements, including without limitation regulations relating to currency and capital, transfers of funds, taxation, privacy and protection of customer data, broker-dealer requirements, and intellectual property; • compliance with various anti-bribery and anti-corruption laws such as the Foreign Corrupt Practices Act of 1977, or FCPA; • adverse tax consequences; • fluctuations in currency exchange rates; and • political or social developments, including unrest or economic instability, in a specific country or region in which we operate, which could have an adverse impact on our operations in that location.
In addition to those risks described under the heading “Any future change in the regulatory and legal regime for the securities brokerage industry may have a significant impact on our business model,” we will be exposed to additional risks as a result of doing business internationally, including: • the difficulty of managing and staffing international operations and the increased operations, travel, infrastructure and legal compliance costs associated with numerous international locations; • challenges to our corporate culture resulting from a dispersed workforce; • new and different sources of competition; 67 Table of Contents • difficulties in complying with a wider array of regulatory requirements, including without limitation regulations relating to currency and capital, transfers of funds, taxation, privacy and protection of customer data, broker-dealer requirements, and intellectual property; • compliance with various anti-bribery and anti-corruption laws such as the Foreign Corrupt Practices Act of 1977, or FCPA; • adverse tax consequences; • fluctuations in currency exchange rates; and • political or social developments, including unrest or economic instability, in a specific country or region in which we operate, which could have an adverse impact on our operations in that location.
There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will under certain circumstances recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits provided that (a) such courts had proper jurisdiction over the parties subject to such judgment; (b) such courts did not contravene the rules of natural justice of the Cayman Islands; (c) such judgment was not obtained by fraud; (d) the enforcement of the judgment would not be contrary to the public 77 Table of Contents policy of the Cayman Islands; (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands.
There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will under certain circumstances recognize and enforce a non-penal judgment of a foreign court 80 Table of Contents of competent jurisdiction without retrial on the merits provided that (a) such courts had proper jurisdiction over the parties subject to such judgment; (b) such courts did not contravene the rules of natural justice of the Cayman Islands; (c) such judgment was not obtained by fraud; (d) the enforcement of the judgment would not be contrary to the public policy of the Cayman Islands; (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of the Cayman Islands; and (f) there is due compliance with the correct procedures under the laws of the Cayman Islands.
See Item 3.D “Risk Factors-Risks Related to Our Business and Industry-We may not be able to obtain or maintain all necessary licenses, permits and approvals and to make all necessary registrations and filings for our activities in multiple jurisdictions and related to residents therein, especially in China or otherwise related to PRC residents.” PRC Regulations Relating to Foreign Investment On September 6, 2024, the Special Administrative Measures for Market Access of Foreign Investment (Negative List) (2024 Edition), or the Negative List, was promulgated by the MOFCOM and NDRC and took effect on November 1, 2024, whereby the Special Administrative Measures for Market Access of Foreign Investment (Negative List) (2021 Edition) was simultaneously repealed.
For further details, see Item 3.D “Risk Factors-Risks Related to Our Business and Industry-We may not be able to obtain or maintain all necessary licenses, permits and approvals and to make all necessary registrations and filings for our activities in multiple jurisdictions and related to residents therein, especially in China or otherwise related to PRC residents.” PRC Regulations Relating to Foreign Investment On September 6, 2024, the Special Administrative Measures for Market Access of Foreign Investment (Negative List) (2024 Edition), or the Negative List, was promulgated by the MOFCOM and NDRC and took effect on November 1, 2024, whereby the Special Administrative Measures for Market Access of Foreign Investment (Negative List) (2021 Edition) was simultaneously repealed.
As a company incorporated in the Cayman Islands with ADSs listed on the Nasdaq Global Select Market, we follow our home country practice instead of Nasdaq requirements that mandate that: • the board of directors be comprised of a majority of independent directors; • the directors be selected or nominated by a majority of the independent directors or a nomination committee comprised solely of independent directors; 76 Table of Contents • the board of directors adopt a formal written charter or board resolution addressing the director nominations process and such related matters as may be required under the U.S. federal securities laws; and • the compensation of our executive officers be determined or recommended by a compensation committee comprised solely of independent directors.
As a company incorporated in the Cayman Islands with ADSs listed on the Nasdaq Global Select Market, we follow our home country practice instead of Nasdaq requirements that mandate that: • the board of directors be comprised of a majority of independent directors; 79 Table of Contents • the directors be selected or nominated by a majority of the independent directors or a nomination committee comprised solely of independent directors; • the board of directors adopt a formal written charter or board resolution addressing the director nominations process and such related matters as may be required under the U.S. federal securities laws; and • the compensation of our executive officers be determined or recommended by a compensation committee comprised solely of independent directors.
The Regulations on Network Data Security was promulgated by the State Council on September 24, 2024 and became effective on January 1, 2025, according to which, a network data handler may transmit personal information abroad if it meets any of the following conditions: (1) having passed the security assessment for data cross-border transmission organized by the state cyberspace administration; (2) having been certified by a specialized agency in respect of the protection of personal information in accordance with the provisions of the state cyberspace administration; (3) meeting the provisions on standard contract for cross-border transmission of personal information as developed by the state cyberspace administration; (4) necessary to provide personal information abroad in order to conclude or perform a contract to which it is a party; (5) necessary to provide personal information of employees abroad under the employment rules and regulations formulated in accordance with the law and collective contracts concluded in accordance with the law; (6) necessary to provide personal information abroad in order to perform statutory duties or obligations; (7) necessary to provide personal information abroad in order to protect the life, health and property security of natural persons in an emergency; and (8) other conditions provided for in laws, administrative regulations or by the state cyberspace administration.
The Regulations on Network Data Security was promulgated by the State Council on September 24, 2024 and became effective on January 1, 2025, according to which, a network data handler may transmit personal information abroad if 34 Table of Contents it meets any of the following conditions: (1) having passed the security assessment for data cross-border transmission organized by the state cyberspace administration; (2) having been certified by a specialized agency in respect of the protection of personal information in accordance with the provisions of the state cyberspace administration; (3) meeting the provisions on standard contract for cross-border transmission of personal information as developed by the state cyberspace administration; (4) necessary to provide personal information abroad in order to conclude or perform a contract to which it is a party; (5) necessary to provide personal information of employees abroad under the employment rules and regulations formulated in accordance with the law and collective contracts concluded in accordance with the law; (6) necessary to provide personal information abroad in order to perform statutory duties or obligations; (7) necessary to provide personal information abroad in order to protect the life, health and property security of natural persons in an emergency; and (8) other conditions provided for in laws, administrative regulations or by the state cyberspace administration.
On the same day, the CSRC also held a press conference for the release of the Overseas Listing Trial Measures and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies, which, 38 Table of Contents among others, clarifies that (i) prior to the effective date of the Overseas Listing Trial Measures, Chinese mainland domestic companies that have already completed overseas listing shall be regarded as “existing companies”, which are not required to fulfill filing procedure immediately but shall be required to complete the filing if such existing companies conduct refinancing in the future; and (ii) the CSRC will solicit opinions from relevant regulatory authorities and complete the filing of the overseas listing of companies with contractual arrangements which duly meet the compliance requirements, and support the development and growth of these companies by enabling them to utilize two markets and two kinds of resources.
On the same day, the CSRC also held a press conference for the release of the Overseas Listing Trial Measures and issued the Notice on Administration for the Filing of Overseas Offering and Listing by Domestic Companies, which, among others, clarifies that (i) prior to the effective date of the Overseas Listing Trial Measures, Chinese mainland domestic companies that have already completed overseas listing shall be regarded as “existing companies”, which are not required to fulfill filing procedure immediately but shall be required to complete the filing if such existing companies conduct refinancing in the future; and (ii) the CSRC will solicit opinions from relevant regulatory authorities and complete the filing of the overseas listing of companies with contractual arrangements which duly meet the compliance requirements, and support the development and growth of these companies by enabling them to utilize two markets and two kinds of resources.
Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including but not limited to: • the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; • the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; • the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and • the selective disclosure rules by issuers of material nonpublic information under Regulation FD.
Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the securities rules and regulations in the United States that are applicable to U.S. domestic issuers, including but not limited to: 78 Table of Contents • the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; • the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; • the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and • the selective disclosure rules by issuers of material nonpublic information under Regulation FD.
To provide the user community with the latest news 59 Table of Contents and online content, our community website (laohu8.com) was previously programmed to automatically collect and use certain contents provided by third parties without the appropriate authorization or license. Further, some of our users might repost the contents produced by third parties without authorization on our trading platform.
To provide the user community with the latest news and online content, our community website (laohu8.com) was previously programmed to automatically collect and use certain contents provided by third parties without the appropriate authorization or license. Further, some of our users might repost the contents produced by third parties without authorization on our trading platform.
Also see Item 3.D “Risk Factors-Risks Related to Our Business and Industry-We face risks related to our status as an anti-money laundering reporting entity in New Zealand and if the Financial Markets Authority finds fault with our AMLCFT programs and engages in enforcement actions against us, our business and reputation may be adversely affected.” We cannot guarantee the profitability of our customers’ investment or ensure that our customers can make rational investment judgement.
Also see Item 3.D “Risk Factors-Risks Related to Our Business and Industry-We face risks related to our status as an anti-money laundering reporting entity in New Zealand and if the Financial Markets Authority finds fault with our 63 Table of Contents AMLCFT programs and engages in enforcement actions against us, our business and reputation may be adversely affected.” We cannot guarantee the profitability of our customers’ investment or ensure that our customers can make rational investment judgement.
On May 29, 2023, the Secretariat of the National Information Security Standardization Technical Committee published the Practice Guidelines for Cybersecurity Standards - Implementation Guidelines for Cyber Data Security Risk Assessment , implementing the requirements of the Data Security Law on data security risk assessment, which outlines the approach, workflow and key components of the data security risk assessment, including data security management, data processing activities, data security technology, and personal information protection.
On May 26, 2023, the Secretariat of the National Information Security Standardization Technical Committee published the Practice Guidelines for Cybersecurity Standards - Implementation Guidelines for Cyber Data Security Risk Assessment , implementing the requirements of the Data Security Law on data security risk assessment, which outlines the approach, workflow and key components of the data security risk assessment, including data security management, data processing activities, data security technology, and personal information protection.
The PRC government may regulate transfer of cash to or from the holding company, the subsidiaries, the VIEs and investors. A majority of our revenues were generated from our wholly owned subsidiaries in New Zealand, Singapore and the United States for the years ended December 31, 2022, 2023 and 2024.
The PRC government may regulate transfer of cash to or from the holding company, the subsidiaries, the VIEs and investors. A majority of our revenues were generated from our wholly owned subsidiaries in New Zealand, Singapore and the United States for the years ended December 31, 2023, 2024 and 2025.
Under the Several Provisions on Regulating the Market Order of Internet Information Services issued by the MIIT in December 2011 and the Cyber Security Law, an Internet information service provider may not collect any user’s 35 Table of Contents personal information or provide any such information to third parties without that user’s consent, and it must also expressly inform that user of the method, content and purpose of the collection and processing of such user’s personal information and may only collect such information as necessary for the provision of its services.
Under the Several Provisions on Regulating the Market Order of Internet Information Services issued by the MIIT in December 2011 and the Cyber Security Law, an Internet information service provider may not collect any user’s personal information or provide any such information to third parties without that user’s consent, and it must also expressly inform that user of the method, content and purpose of the collection and processing of such user’s personal information and may only collect such information as necessary for the provision of its services.
Some provisions of our fourth amended and restated memorandum and articles of association may discourage, delay or prevent a change of control of our company or management that shareholders may consider favorable, including provisions that: authorize our board of directors to issue preference shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preference shares without any further vote or action by our shareholders; and limit the ability of shareholders to requisition and convene general meetings of shareholders.
Some provisions of our fourth amended and restated memorandum and articles of association may discourage, delay or prevent a change of control of our company or management that shareholders may consider favorable, including provisions that: authorize our board of directors to issue preference shares in one or more series and to designate the price, rights, preferences, privileges and restrictions of such preference shares without any further vote or action by 82 Table of Contents our shareholders; and limit the ability of shareholders to requisition and convene general meetings of shareholders.
There is a substantial risk that we will be a passive foreign investment company, or PFIC, for 2024 and future taxable years, which could result in adverse U.S. federal income tax consequences to U.S. investors in our ADSs or Class A ordinary shares.
There is a substantial risk that we will be a passive foreign investment company, or PFIC, for 2025 and future taxable years, which could result in adverse U.S. federal income tax consequences to U.S. investors in our ADSs or Class A ordinary shares.
While we believe it is reasonable to determine that we are not a PFIC for 2024, there can be no assurance regarding our PFIC status because the PFIC determination is highly factual. For these reasons, there is a substantial risk we are a PFIC for 2024 and will be a PFIC in future taxable years.
While we believe it is reasonable to determine that we are not a PFIC for 2025, there can be no assurance regarding our PFIC status because the PFIC determination is highly factual. For these reasons, there is a substantial risk we are a PFIC for 2025 and will be a PFIC in future taxable years.
In addition, the Notice Regarding the Determination of Chinese-Controlled Offshore-Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies, or Circular 82, which was issued by SAT on April 22, 2009 and most recently amended on December 29, 2017 sets out certain standards for determining whether the “ de facto management body” of an offshore enterprise controlled by a PRC enterprise is located in China.
In addition, the Notice Regarding the Determination of Chinese-Controlled Offshore-Incorporated Enterprises as PRC Tax Resident Enterprises on the Basis of De Facto Management Bodies, or Circular 82, which was issued by SAT on April 22, 2009 and most recently amended on December 29, 2017 sets out certain standards for determining whether the “ de facto management body” of an offshore enterprise controlled by a PRC enterprise is 73 Table of Contents located in China.
The occurrence, especially in the regions and cities where we have business, of unforeseen or catastrophic events, including the emergence of a pandemic such as COVID-19 or other widespread health emergencies, terrorist attacks or natural disasters, could create economic and financial disruptions, lead to operational difficulties that could impair our ability to manage our businesses, and expose our business activities to significant losses.
The occurrence, especially in the regions and cities where we have business, of unforeseen or catastrophic events, including the emergence of a pandemic such as widespread health emergencies, terrorist attacks or natural disasters, could create economic and financial disruptions, lead to operational difficulties that could impair our ability to manage our businesses, and expose our business activities to significant losses.
New regulations or guidance relating to climate change, as well as the perspectives of shareholders, employees and other stakeholders 67 Table of Contents regarding climate change, may affect whether and on what terms and conditions we engage in certain activities or offer certain products. Additionally, transitioning to a low-carbon economy will likely require extensive policy, legal, technology and market changes.
New regulations or guidance relating to climate change, as well as the perspectives of shareholders, employees and other stakeholders regarding climate change, may affect whether and on what terms and conditions we engage in certain activities or offer certain products. Additionally, transitioning to a low-carbon economy will likely require extensive policy, legal, technology and market changes.
Although we were informed by iResearch that its department involved in such negative media coverage did not provide data for the preparation of the iResearch Report, such publicity may raise questions as to the integrity of the industry data or opinions produced by iResearch, including the data in the iResearch Report produced in connection with our initial public offering, or otherwise have a negative impact on our reputation.
Although we were informed by iResearch that its department involved in such negative media coverage did not provide data for the preparation of the iResearch Report, such publicity may raise questions as to the 70 Table of Contents integrity of the industry data or opinions produced by iResearch, including the data in the iResearch Report produced in connection with our initial public offering, or otherwise have a negative impact on our reputation.
For more information on the U.S. tax consequences to certain U.S. investors that would result from our classification as a PFIC, see Item 10.E “Taxation-Material United States Federal Income Taxation-Passive Foreign Investment Company Rules.” Under certain attribution rules, certain of our non-U.S. subsidiaries are expected to be treated as controlled foreign corporations for U.S. federal income tax purposes, and, as a result, there could be adverse U.S. federal income tax consequences to U.S. investors that own our ADSs or Class A ordinary shares (directly or indirectly) and are treated as “Ten Percent Shareholders.” Certain “Ten Percent Shareholders” (as defined below) in a non-U.S. corporation that is a controlled foreign corporation, or a CFC, for U.S. federal income tax purposes generally are required to include in income for U.S. federal income tax purposes their pro rata share of the CFC’s “Subpart F income,” investment of earnings in U.S. property and “global intangible low taxed income,” even if the CFC has made no distributions to its shareholders.
For more information on the U.S. tax consequences to certain U.S. investors that would result from our classification as a PFIC, see Item 10.E “Taxation-Material United States Federal Income Taxation-Passive Foreign Investment Company Rules.” Under certain attribution rules, certain of our non-U.S. subsidiaries are expected to be treated as controlled foreign corporations for U.S. federal income tax purposes, and, as a result, there could be adverse U.S. federal income tax consequences to U.S. investors that own our ADSs or Class A ordinary shares (directly or indirectly) and are treated as “Ten Percent Shareholders.” 83 Table of Contents Certain “Ten Percent Shareholders” (as defined below) in a non-U.S. corporation that is a controlled foreign corporation, or a CFC, for U.S. federal income tax purposes generally are required to include in income for U.S. federal income tax purposes their pro rata share of the CFC’s “Subpart F income,” investment of earnings in U.S. property and “global intangible low taxed income,” or “net CFC tested income,” as applicable, even if the CFC has made no distributions to its shareholders.
We currently rely on Interactive Brokers to execute, settle and clear a portion of the trades of the U.S. and Hong Kong stocks and other financial instruments, and to comply with certain federal, state and other laws, as discussed more fully in Item 4.B “Business Overview-Our Core Products and Services-Brokerage Services.” For the years ended December 31, 2022, 2023, and 2024, 24.3%, 16.6%, and 10.6% of our total net revenues were executed and cleared by Interactive Brokers.
We currently rely on Interactive Brokers to execute, settle and clear a portion of the trades of the U.S. and Hong Kong stocks and other financial instruments, and to comply with certain federal, state and other laws, as discussed more fully in Item 4.B “Business Overview-Our Core Products and Services-Brokerage Services.” For the years ended December 31, 2023, 2024 and 2025, 16.6%, 10.6% and 6.6% of our total net revenues were executed and cleared by Interactive Brokers.
Regulations on Foreign Exchange Registration of Offshore Investment by PRC Residents PRC residents or entities who have contributed legitimate domestic or offshore interests or assets to the special purpose vehicles, or the “SPVs”, but have yet to obtain the SAFE registration before the implementation of the Circular 37 40 Table of Contents shall register their ownership interests or control in such SPVs with the SAFE or its local branch.
Regulations on Foreign Exchange Registration of Offshore Investment by PRC Residents PRC residents or entities who have contributed legitimate domestic or offshore interests or assets to the special purpose vehicles, or the “SPVs”, but have yet to obtain the SAFE registration before the implementation of the Circular 37 shall register their ownership interests or control in such SPVs with the SAFE or its local branch.
Failure to compete may limit our service quality, lower customer confidence in us or otherwise adversely affect our business and prospects. 58 Table of Contents With the rapid advancement of technology, we may encounter risks associated with emerging technologies. As AI continues to evolve, we have taken steps to adapt to technological advancements and ensure the application of new technologies.
Failure to compete may limit our service quality, lower customer confidence in us or otherwise adversely affect our business and prospects. With the rapid advancement of technology, we may encounter risks associated with emerging technologies. As AI continues to evolve, we have taken steps to adapt to technological advancements and ensure the application of new technologies.
If we lose any of our key management team members or fail to attract and retain professional personnel, we may not be able to execute our existing business strategies effectively or deliver excellent services to our customers, and our business, reputation, financial condition and results of operations could be materially and adversely affected. We have exposure to interest rate risk.
If we lose any of our key management team members or fail to attract and retain professional personnel, we may not be able to execute our existing business strategies effectively or deliver excellent services to our customers, and our business, reputation, financial condition and results of operations could be materially and adversely affected. 64 Table of Contents We have exposure to interest rate risk.
In addition, according to the Cyber Security Law, operators of key information infrastructures, which include public communications and information service, energy, transportation, water conservancy, financial industry, public services, e-government affairs and other important industries and fields, shall store personal information and important data gathered and produced during operations in the PRC within the territory of the PRC.
In addition, according to the Cyber Security Law, operators of key information infrastructures, which include public communications and information service, energy, transportation, water conservancy, financial industry, public services, e-government affairs and other 33 Table of Contents important industries and fields, shall store personal information and important data gathered and produced during operations in the PRC within the territory of the PRC.
Wu may approve a merger or consolidation of our company which may result in holders of our Class A ordinary shares or ADSs receiving a stake (either in the 75 Table of Contents form of shares, debt obligations or other securities) in the surviving or new consolidated company which may not operate our current business model and dissenter rights may not be available to such holders in such an event.
Wu may approve a merger or consolidation of our company which may result in holders of our Class A ordinary shares or ADSs receiving a stake (either in the form of shares, debt obligations or other securities) in the surviving or new consolidated company which may not operate our current business model and dissenter rights may not be available to such holders in such an event.
As each Class B ordinary share entitles its holder to 20 votes per share, such Class B ordinary shares in the aggregate represent approximately 43.48% of the combined total voting rights in our company. Mr.
As each Class B ordinary share entitles its holder to 20 votes per share, such Class B ordinary shares in the aggregate represent approximately 43.18% of the combined total voting rights in our company. Mr.
An overseas securities business entity violating Article 95 of the Regulations on Supervision and Administration of Securities Firms, directly or through its affiliates conducting activities such as opening account, marketing and other activities of overseas securities trading services for domestic investors without authorization, shall be penalized in accordance with the Securities Law of the PRC .
An overseas securities business entity violating Article 95 of the Regulations on Supervision and Administration of Securities Firms, directly or through its affiliates conducting activities such as opening accounts, marketing, and providing other overseas securities trading services for domestic investors without authorization, shall be penalized in accordance with the Securities Law of the PRC .
On March 15, 2019, the Foreign Investment Law of PRC , or the FIL, was issued by the National People’s Congress and took effect on January 1, 2020, which also provides that the industries in which foreign investment is not restricted 31 Table of Contents and prohibited shall be administered under the principle of equal treatment to domestic investment.
On March 15, 2019, the Foreign Investment Law of PRC , or the FIL, was issued by the National People’s Congress and took effect on January 1, 2020, which also provides that the industries in which foreign investment is not restricted and prohibited shall be administered under the principle of equal treatment to domestic investment.
A 80 Table of Contents non-U.S. corporation generally will be a CFC for U.S. federal income tax purposes if Ten Percent Shareholders own, directly, indirectly or constructively (through attribution), more than 50% of either the total combined voting power of all classes of stock of such corporation entitled to vote or of the total value of the stock of such corporation.
A non-U.S. corporation generally will be a CFC for U.S. federal income tax purposes if Ten Percent Shareholders own, directly, indirectly or constructively (through attribution), more than 50% of either the total combined voting power of all classes of stock of such corporation entitled to vote or of the total value of the stock of such corporation.
Beijing Rongke has filed with the relevant branch of the MOFCOM for investing in Tiger Technology, but failed to update such filing for Tiger Technology’s further investments in Tiger Brokers (NZ) Limited and Tiger Holdings. It also failed to file with the NDRC for the overseas investment as required under then effective PRC laws.
Beijing Rongke has filed with the relevant branch of the MOFCOM for investing in Tiger Technology, but failed to update such filing for Tiger Technology’s further investments in Tiger Brokers (NZ) Limited and Tiger Holdings. It also failed to file with 71 Table of Contents the NDRC for the overseas investment as required under then effective PRC laws.
However, if a shareholder of an entity that is listed overseas purchases shares in the open market and sells them in a private transaction, or purchases shares in a private transaction and sells 71 Table of Contents them in the open market, the PRC tax authorities might deem such a transfer to be subject to the SAT Circular 7, which could subject such shareholder to additional reporting obligations or tax burdens.
However, if a shareholder of an entity that is listed overseas purchases shares in the open market and sells them in a private transaction, or purchases shares in a private transaction and sells them in the open market, the PRC tax authorities might deem such a transfer to be subject to the SAT Circular 7, which could subject such shareholder to additional reporting obligations or tax burdens.
On August 6, 2023, the SAMR and the National Standardization Administration Committee jointly published the Data Security Risk Prevention and Control for 34 Table of Contents Securities and Futures Industry—Guidelines of Data Classification (GB/T 42775-2023) , which took effect on the same date, and describes the methods of classifying the data used or generated in the securities and futures industries.
On August 6, 2023, the SAMR and the National Standardization Administration Committee jointly published the Data Security Risk Prevention and Control for Securities and Futures Industry—Guidelines of Data Classification (GB/T 42775-2023) , which took effect on the same date, and describes the methods of classifying the data used or generated in the securities and futures industries.
(2) The disclosed amounts were agreed to or recalculated from our audited consolidated financial statements. 44 Table of Contents As of and for the year ended December 31, 2023: Parent VIEs (1) Subsidiaries eliminating adjustments Consolidated (2) Current assets 144,956,799 53,313,297 3,688,745,087 (197,043,081 ) 3,689,972,102 Non-current assets 502,099,724 11,399,140 44,595,861 (502,019,724 ) 56,075,001 Total assets 647,056,523 64,712,437 3,733,340,948 (699,062,805 ) 3,746,047,103 Current liabilities 1,192,454 26,976,594 3,256,754,764 (199,361,543 ) 3,085,562,269 Non-current liabilities 156,887,691 74,638 8,100,327 — 165,062,656 Total liabilities 158,080,145 27,051,232 3,264,855,091 (199,361,543 ) 3,250,624,925 Total revenues 2,921,100 24,775,979 266,800,356 (21,989,840 ) 272,507,595 Net income (loss) 32,563,525 (4,204,124 ) 38,343,738 (33,695,712 ) 33,007,427 Net cash used in operating activities (247,153 ) (205,895 ) (6,113,306 ) — (6,566,354 ) Net cash (used in) provided by investing activities (5,127,961 ) (6,169,149 ) (3,092,501 ) 6,639,051 (7,750,560 ) Net cash provided by (used in) financing activities 140,385 402,292 7,916,793 (6,639,051 ) 1,820,419 (1) The disclosed amounts of the VIEs were before elimination adjustments of intercompany transactions within the Group.
For the year ended December 31, 2023: Parent VIEs (1) Subsidiaries eliminating adjustments Consolidated (2) Current assets 144,956,799 53,313,297 3,688,745,087 (197,043,081 ) 3,689,972,102 Non-current assets 502,099,724 11,399,140 44,595,861 (502,019,724 ) 56,075,001 Total assets 647,056,523 64,712,437 3,733,340,948 (699,062,805 ) 3,746,047,103 Current liabilities 1,192,454 26,976,594 3,256,754,764 (199,361,543 ) 3,085,562,269 Non-current liabilities 156,887,691 74,638 8,100,327 — 165,062,656 Total liabilities 158,080,145 27,051,232 3,264,855,091 (199,361,543 ) 3,250,624,925 Total revenues 2,921,100 24,775,979 266,800,356 (21,989,840 ) 272,507,595 Net income (loss) 32,563,525 (4,204,124 ) 38,343,738 (33,695,712 ) 33,007,427 Net cash used in operating activities (247,153 ) (205,895 ) (6,113,306 ) — (6,566,354 ) Net cash (used in) provided by investing activities (5,127,961 ) (6,169,149 ) (3,092,501 ) 6,639,051 (7,750,560 ) Net cash provided by (used in) financing activities 140,385 402,292 7,916,793 (6,639,051 ) 1,820,419 (1) The disclosed amounts of the VIEs were before elimination adjustments of intercompany transactions within the Group.
We may incur substantial expenses and require significant attention of management in defending against these claims, regardless of 53 Table of Contents their merit. We could also face damages to our reputation as a result of such claims, and our business, financial condition, results of operations and prospects could be materially and adversely affected.
We may incur substantial expenses and require significant attention of management in defending against these claims, regardless of their merit. We could also face damages to our reputation as a result of such claims, and our business, financial condition, results of operations and prospects could be materially and adversely affected.
Failure to appropriately address these issues 61 Table of Contents could reduce customer confidence in us or increase customer attrition rate, which may adversely affect our reputation and business. In addition, our ability to attract and retain customers may be adversely affected if the reputation of the industry as a whole is damaged.
Failure to appropriately address these issues could reduce customer confidence in us or increase customer attrition rate, which may adversely affect our reputation and business. In addition, our ability to attract and retain customers may be adversely affected if the reputation of the industry as a whole is damaged.
Additionally, now that we are no longer an “emerging growth company,” we have incurred and 74 Table of Contents expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act and the other rules and regulations of the SEC.
Additionally, now that we are no longer an “emerging growth company,” we have incurred and expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 of the Sarbanes-Oxley Act and the other rules and regulations of the SEC.
However, these provisions could still have the effect of depriving our 79 Table of Contents shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transaction.
However, these provisions could still have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transaction.
Condensed Consolidated Financial Information relating to the VIEs As of and for the year ended December 31, 2024: Parent VIEs (1) Subsidiaries eliminating adjustments Consolidated (2) Current assets 138,828,398 59,584,580 6,318,183,323 (188,649,814 ) 6,327,946,487 Non-current assets 676,351,458 8,219,993 55,047,276 (676,252,745 ) 63,365,982 Total assets 815,179,856 67,804,573 6,373,230,599 (864,902,559 ) 6,391,312,469 Current liabilities 440,445 28,658,433 5,721,789,201 (189,175,740 ) 5,561,712,339 Non-current liabilities 159,505,397 1,319,839 6,651,145 — 167,476,381 Total liabilities 159,945,842 29,978,272 5,728,440,346 (189,175,740 ) 5,729,188,720 Total revenues 2,506,026 28,432,186 388,828,707 (28,225,490 ) 391,541,429 Net income (loss) 60,727,920 (1,185,593 ) 63,340,633 (61,529,032 ) 61,353,928 Net cash provided by (used in) operating activities 2,065,750 (2,599,577 ) 828,512,079 — 827,978,252 Net cash (used in) provided by investing activities (91,954,896 ) 1,626,555 (10,893,902 ) 92,565,498 (8,656,745 ) Net cash provided by (used in) financing activities 103,827,422 1,011,823 91,553,675 (92,565,498 ) 103,827,422 (1) The disclosed amounts of the VIEs were before elimination adjustments of intercompany transactions within the Group.
(2) The disclosed amounts were agreed to or recalculated from our audited consolidated financial statements. 44 Table of Contents As of and for the year ended December 31, 2024: Parent VIEs (1) Subsidiaries eliminating adjustments Consolidated (2) Current assets 138,828,398 59,584,580 6,318,183,323 (188,649,814 ) 6,327,946,487 Non-current assets 676,351,458 8,219,993 55,047,276 (676,252,745 ) 63,365,982 Total assets 815,179,856 67,804,573 6,373,230,599 (864,902,559 ) 6,391,312,469 Current liabilities 440,445 28,658,433 5,721,789,201 (189,175,740 ) 5,561,712,339 Non-current liabilities 159,505,397 1,319,839 6,651,145 — 167,476,381 Total liabilities 159,945,842 29,978,272 5,728,440,346 (189,175,740 ) 5,729,188,720 Total revenues 2,506,026 28,432,186 388,828,707 (28,225,490 ) 391,541,429 Net income (loss) 60,727,920 (1,185,593 ) 63,340,633 (61,529,032 ) 61,353,928 Net cash provided by (used in) operating activities 2,065,750 (2,599,577 ) 828,512,079 — 827,978,252 Net cash (used in) provided by investing activities (91,954,896 ) 1,626,555 (10,893,902 ) 92,565,498 (8,656,745 ) Net cash provided by (used in) financing activities 103,827,422 1,011,823 91,553,675 (92,565,498 ) 103,827,422 (1) The disclosed amounts of the VIEs were before elimination adjustments of intercompany transactions within the Group.
Accordingly, the PRC regulatory authorities may take a view that is contrary to the opinion of our PRC legal counsel. It is uncertain whether any new PRC laws or regulations relating to variable interest entity structures will be adopted or if adopted, what they would provide.
Accordingly, the PRC regulatory authorities may take a view that is contrary to the opinion of our PRC legal counsel. It is uncertain whether any new PRC laws 16 Table of Contents or regulations relating to variable interest entity structures will be adopted or if adopted, what they would provide.
The Data Export Measures require that any data processor which processes or exports personal information exceeding certain volume threshold under such measures shall apply for security assessment by the CAC before transferring any personal information abroad. The security assessment requirement also applies to any transfer of important data outside of China.
The Data Export Measures require that any data processor which processes or exports personal information exceeding certain volume threshold under such 36 Table of Contents measures shall apply for security assessment by the CAC before transferring any personal information abroad. The security assessment requirement also applies to any transfer of important data outside of China.
If 16 Table of Contents we or any of the VIEs are found to be in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures.
If we or any of the VIEs are found to be in violation of any existing or future PRC laws or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures.
We also expect cash segregated for regulatory purposes 57 Table of Contents and payables to customers on our balance sheet to increase significantly as a result of such growth. We will invest more resources on customer verification, record keeping, compliance and trading-related functions for consolidated accounts.
We also expect cash segregated for regulatory purposes and payables to customers on our balance sheet to increase significantly as a result of such growth. We will invest more resources on customer verification, record keeping, compliance and trading-related functions for consolidated accounts.
The information technology system failure may lead to interruption of our operations, which in turn will prevent our customers from trading and hence significantly reduce customer satisfaction and confidence in us, cause loss or reduce potential gain for our customers, or cause regulatory authorities’ investigation and penalization.
The information technology system failure may lead to interruption of our operations, which in turn will prevent our customers from 60 Table of Contents trading and hence significantly reduce customer satisfaction and confidence in us, cause loss or reduce potential gain for our customers, or cause regulatory authorities’ investigation and penalization.
Failure to successfully manage these risks in the development and implementation of new lines of business or new services could have a material adverse effect on our business, results of operations and financial condition. 64 Table of Contents We are in the process of expanding our international operations, which exposes us to significant risks.
Failure to successfully manage these risks in the development and implementation of new lines of business or new services could have a material adverse effect on our business, results of operations and financial condition. We are in the process of expanding our international operations, which exposes us to significant risks.
For more information, refer to the risk factor above under the heading “If the agreements that establish the structure for operating some of our activities in China do not comply with PRC regulations, or if we fail to obtain all required permissions and approvals required by Chinese regulatory authorities or if these regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.” PRC Regulations Relating to Securities and Futures Brokerage Business Under existing PRC securities laws and regulations, including Securities Law of the PRC , which was most recently amended on 28 December, 2019 became effective on March 1, 2020, operating securities business in the PRC, including among others, securities brokerage business, futures brokerage business, stock option brokerage business, and securities and futures investment consulting services, requires a securities brokerage license or certain other approvals from the Chinese Securities Regulatory Commission, or the CSRC.
For more information, refer to the risk factor above under the heading “If the agreements that establish the structure for operating some of our activities in China do not comply with PRC regulations, or if we fail to obtain all required permissions and approvals required by Chinese regulatory authorities or if these regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.” PRC Regulations Relating to Securities and Futures Brokerage Business Under existing PRC securities laws and regulations, including the Securities Law of the PRC , which became effective on March 1, 2020, operating securities business in the PRC, including, among others, securities brokerage business, futures brokerage business, stock option brokerage business, and securities and futures investment consulting services, requires a securities brokerage license or certain other approvals from the Chinese Securities Regulatory Commission, or the CSRC.
Although we require our customers to submit documents for proof of their identity and address for completing the account registration and to update such 60 Table of Contents information from time to time, we face risks as the information provided by our customers may be outdated, inaccurate, false or misleading.
Although we require our customers to submit documents for proof of their identity and address for completing the account registration and to update such information from time to time, we face risks as the information provided by our customers may be outdated, inaccurate, false or misleading.
Although the 2020 Specification clarifies issues such as biometric data, multiple business functions, and explicit consent, it is still unclear to what extent the new standard will be enforced in China. 36 Table of Contents Furthermore, on August 20, 2021, the SCNPC promulgated the Personal Information Protection Law, or the Information Protection Law, which became effective on November 1, 2021.
Although the 2020 Specification clarifies issues such as biometric data, multiple business functions, and explicit consent, it is still unclear to what extent the new standard will be enforced in China. Furthermore, on August 20, 2021, the SCNPC promulgated the Personal Information Protection Law, or the Information Protection Law, which became effective on November 1, 2021.
The landlords of certain of our leased premises in China may have not completed the registration of their ownership rights or our leases with the relevant authorities. Failure to complete these required registrations may expose our landlords, lessors and us to potential monetary fines.
The landlords of certain of our leased premises in China may have not completed the registration 74 Table of Contents of their ownership rights or our leases with the relevant authorities. Failure to complete these required registrations may expose our landlords, lessors and us to potential monetary fines.
Our management team are principally located in Beijing, China; Hong Kong, China; Auckland, New Zealand; the United States and Singapore. A significant portion of our technical research and development, customer service, support teams are based in Beijing, China. Most of our data centers are located in Hong Kong and Beijing, China.
Our management team are principally located 69 Table of Contents in Beijing, China; Hong Kong, China; Auckland, New Zealand; the United States and Singapore. A significant portion of our technical research and development, customer service, support teams are based in Beijing, China. Most of our data centers are located in Hong Kong and Beijing, China.
If our APP were found to be violating the APP Provisions, we may be subject to administrative penalties, including warning, service suspension or removal of 32 Table of Contents our APP from the relevant APP store, which may materially and adversely affect our business and operating results.
If our APP were found to be violating the APP Provisions, we may be subject to administrative penalties, including warning, service suspension or removal of our APP from the relevant APP store, which may materially and adversely affect our business and operating results.
If we fail to comply with the regulatory requirements, we may encounter the risk of being disqualified for our existing businesses or being rejected for renewal of our qualifications upon expiry by the regulatory authorities as well as other penalties, fines or sanctions.
If we fail to comply with the regulatory requirements, we may encounter the 48 Table of Contents risk of being disqualified for our existing businesses or being rejected for renewal of our qualifications upon expiry by the regulatory authorities as well as other penalties, fines or sanctions.
Failure to complete the SAFE registrations may subject them to fines and legal sanctions and may also limit our ability to contribute additional capital into our wholly foreign-owned subsidiaries in China. We also face regulatory 70 Table of Contents uncertainties that could restrict our ability to adopt additional incentive plans for our directors and employees under PRC law.
Failure to complete the SAFE registrations may subject them to fines and legal sanctions and may also limit our ability to contribute additional capital into our wholly foreign-owned subsidiaries in China. We also face regulatory uncertainties that could restrict our ability to adopt additional incentive plans for our directors and employees under PRC law.
Additionally, the holding company did not declare nor distribute any dividends or distribution for the years ended December 31, 2022, 2023 and 2024.
Additionally, the holding company did not declare nor distribute any dividends or distribution for the years ended December 31, 2023, 2024 and 2025.
We cannot predict whether, in cases where the CSRC does not authorize production of requested documents to the SEC, the SEC will further challenge 72 Table of Contents the four PRC-based accounting firms’ compliance with U.S. law.
We cannot predict whether, in cases where the CSRC does not authorize production of requested documents to the SEC, the SEC will further challenge the four PRC-based accounting firms’ compliance with U.S. law.
Such a determination could ultimately lead to the delisting of our ADSs from the Nasdaq Global Select Market or deregistration from the SEC, or both, which would substantially reduce or effectively terminate the trading of our ADSs in the United States.
Such a determination could ultimately lead to the delisting of our ADSs 75 Table of Contents from the Nasdaq Global Select Market or deregistration from the SEC, or both, which would substantially reduce or effectively terminate the trading of our ADSs in the United States.
In addition, appreciation or depreciation in the value of Renminbi relative to U.S. dollar would affect our financial results reported in U.S. dollar terms without giving effect to any underlying change in our business, financial condition or 62 Table of Contents results of operations.
In addition, appreciation or depreciation in the value of Renminbi relative to U.S. dollar would affect our financial results reported in U.S. dollar terms without giving effect to any underlying change in our business, financial condition or results of operations.
In addition to market and industry factors, the price and trading volume for our ADSs may be highly volatile for factors specific to our own operations, including the following: • variations in our revenues, earnings and cash flow; • announcements of new product and service offerings, investments, acquisitions, strategic partnerships, joint ventures, or capital commitments by us or our competitors; • changes in the performance or market valuation of our company or our competitors; • changes in financial estimates by securities analysts; • changes in the number of our users and customers; • fluctuations in our operating metrics; • failures on our part to realize monetization opportunities as expected; • additions or departures of our key management and personnel; 73 Table of Contents • release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; • detrimental negative publicity about us, our competitors or our industry; • news regarding governmental or regulatory developments or focus that may affect our industry or us specifically; • market conditions affecting us or our industry; and • potential litigations or regulatory investigations.
In addition to market and industry factors, the price and trading volume for our ADSs may be highly volatile for factors specific to our own operations, including the following: • variations in our revenues, earnings and cash flow; • announcements of new product and service offerings, investments, acquisitions, strategic partnerships, joint ventures, or capital commitments by us or our competitors; • changes in the performance or market valuation of our company or our competitors; • changes in financial estimates by securities analysts; • changes in the number of our users and customers; • fluctuations in our operating metrics; • failures on our part to realize monetization opportunities as expected; • additions or departures of our key management and personnel; • release of lock-up or other transfer restrictions on our outstanding equity securities or sales of additional equity securities; • detrimental negative publicity about us, our competitors or our industry; • news regarding governmental or regulatory developments or focus that may affect our industry or us specifically; • market conditions affecting us or our industry; and • potential litigations or regulatory investigations. 76 Table of Contents Any of these factors may result in large and sudden changes in the trading volume and the price at which our ADSs will trade.
We derive the funding for our margin financing business from a variety of sources, including funding secured 65 Table of Contents from commercial banks, other licensed financial institutions and other parties as well as financing generated from our business operations.
We derive the funding for our margin financing business from a variety of sources, including funding secured from commercial banks, other licensed financial institutions and other parties as well as financing generated from our business operations.
We cannot assure you that when conflicts of interest arise any or all of these shareholders will act 17 Table of Contents in the best interests of our company or such conflicts will be resolved in our favor.
We cannot assure you that when conflicts of interest arise any or all of these shareholders will act in the best interests of our company or such conflicts will be resolved in our favor.
This Regulation provides that the network data handlers shall be subject to national security review if their network data handling activities affect or may affect national security, and it provides no further explanation or interpretation as to how to determine what constitutes “affecting national security”.
This Regulation provides that the network data handlers shall be subject to national 37 Table of Contents security review if their network data handling activities affect or may affect national security, and it provides no further explanation or interpretation as to how to determine what constitutes “affecting national security”.
It further stipulates that providing or publicly disclosing documents and materials which may adversely affect national security or public interests, and accounting files or copies shall be subject to corresponding procedures in accordance with relevant laws and regulations.
It further stipulates that providing or publicly disclosing documents and materials which may adversely affect national security or public interests, and 38 Table of Contents accounting files or copies shall be subject to corresponding procedures in accordance with relevant laws and regulations.
These regulations stipulate that general websites established by non-news organizations may publish news released by certain 33 Table of Contents official news agencies if such websites satisfy the requirements set forth in these regulations but may not publish news items produced by themselves or other news sources.
These regulations stipulate that general websites established by non-news organizations may publish news released by certain official news agencies if such websites satisfy the requirements set forth in these regulations but may not publish news items produced by themselves or other news sources.
Additionally, the VIEs were responsible for generating approximately 0.7% of our revenues for the year ended December 31, 2024. The VIEs are consolidated for accounting purposes, but we do not have and may never have an equity interest in the VIEs.
Additionally, the VIEs were responsible for generating approximately 0.6% of our revenues for the year ended December 31, 2025. The VIEs are consolidated for accounting purposes, but we do not have and may never have an equity interest in the VIEs.
However, we cannot assure you that the SAFE will take 41 Table of Contents the same view as us and do not expect a formal notice from the SAFE to inform us whether Beijing Rongke had satisfied the requirements in the aforementioned notice.
However, we cannot assure you that the SAFE will take the same view as us and do not expect a formal notice from the SAFE to inform us whether Beijing Rongke had satisfied the requirements in the aforementioned notice.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

138 edited+51 added−36 removed211 unchanged
Under the SFA, there is a requirement to maintain sufficient capital (“CAR”) as part of its condition to operate the business in Singapore. CAR is calculated using a risk-based capital approach.
Under the SFA, there is a requirement to maintain sufficient capital (“CAR”) as part of its condition to operate the business in Singapore. CAR is calculated using a risk-based capital approach.
For Tiger Brokers SG, the minimum base capital requirement is SGD 5 million and, in addition, the firm is required to analyze its operational risk and determine further capital requirement according to the risk the business faces.
For Tiger Brokers SG, the minimum base capital requirement is SGD 5 million and, in addition, the firm is required to analyze its operational risk and determine further capital requirement according to the risk the business faces.
The TCSP license is usually valid for a period of three years and renewable upon re-assessment of fit and proper requirements. Our indirect wholly-owned subsidiary, Kastle Limited, was granted a TCSP license for a period of three years starting from January 29, 2019 and renewed subsequently, the new TCSP license is valid from 29 January 2025 to 28 January 2028.
The TCSP license is usually valid for a period of three years and renewable upon re-assessment of fit and proper requirements. Our indirect wholly-owned subsidiary, Kastle Limited, was granted a TCSP license for a period of three years starting from January 29, 2019 and renewed subsequently, the new TCSP license is valid from January 29, 2025 to January 28, 2028.
PRC Value-Added Tax Pursuant to the Provisional Regulation of the PRC on Value-Added Tax issued by the State Council, effective on January 1, 1994, which was amended on November 10, 2008, February 6, 2016 and on November 19, 2017, or the Provisional Regulation, and its Implementing Rules, all entities and individuals that are engaged in the sale of goods, the provision of processing, repairs and installation services, sales of services, intangible assets, real property and the importation of goods in the PRC are required to pay a valued-added tax, or VAT.
PRC Value-Added Tax Pursuant to the Provisional Regulation of the PRC on Value-Added Tax issued by the State Council, effective on January 1, 1994, which was amended on November 10, 2008, February 6, 2016 and on November 19, 2017, or the Provisional Regulation, and its Implementing Rules, all entities and individuals that are engaged in the sale of goods, the provision of processing, repairs and installation services, sales of services, intangible assets, real property and the importation of goods in the PRC are required to pay a value-added tax, or VAT.
Including the products we offer, such as global Mutual Funds (including Money Market Funds, Fixed Income Funds, Equity Funds, Hybrid Funds, etc.), US Treasurys, Fixed Income Notes, High-Net-Wealth Products, Auto-Sweep Vault (underlying T0 and T1 Money Market Funds), ETFs, and other products. • Portfolio.
Including the products we offer, such as global Mutual Funds (including Money Market Funds, Fixed Income Funds, Equity Funds, Hybrid Funds, etc.), US Treasurys, Structured Notes, High-Net-Wealth Products, Auto-Sweep Vault (underlying T0 and T1 Money Market Funds), ETFs, and other products. • Portfolio.
Substantive obligations As AFSL holders, TBAU and Fleming are subject to the following obligations (among others): • to comply with various financial, capital and audit requirements; • to ensure that a nominated “responsible manager” is allocated responsibility for each financial service provided; • to ensure that its representatives who provide financial services are adequately trained and competent to do so; • to comply with the “client money” rules under Chapter 7.8 of the Corporations Act; • to comply with the financial record and order record keeping requirements under Chapter 7.8 of the Corporations Act; • to ensure it has in place adequate compliance arrangements in respect of the financial services it provides; 105 Table of Contents • to have adequate financial, technological and human resources to provide the financial services covered by its license; • to comply with Australian financial services laws, and to take reasonable steps to ensure that its representatives comply with Australian financial services laws; • to do all things necessary to ensure that the Australian regulated activities are provided efficiently, honestly and fairly; • to have in place adequate arrangements for the management of conflicts of interest; • to have adequate risk management systems; and • to report significant breaches of Australian financial services laws, and its AFSL conditions, to the Australian Securities and investments Commission.
Substantive obligations As AFSL holders, TBAU and Fleming are subject to the following obligations (among others): • to comply with various financial, capital and audit requirements; • to ensure that a nominated “responsible manager” is allocated responsibility for each financial service provided; • to ensure that its representatives who provide financial services are adequately trained and competent to do so; • to comply with the “client money” rules under Chapter 7.8 of the Corporations Act; • to comply with the financial record and order record keeping requirements under Chapter 7.8 of the Corporations Act; • to ensure it has in place adequate compliance arrangements in respect of the financial services it provides; • to have adequate financial, technological and human resources to provide the financial services covered by its license; • to comply with Australian financial services laws, and to take reasonable steps to ensure that its representatives comply with Australian financial services laws; • to do all things necessary to ensure that the Australian regulated activities are provided efficiently, honestly and fairly; • to have in place adequate arrangements for the management of conflicts of interest; • to have adequate risk management systems; and • to report significant breaches of Australian financial services laws, and its AFSL conditions, to the Australian Securities and investments Commission.
TBAU’s AFSL (No. 300767) authorizes the licensee to carry on a financial services business to: (a) provide financial product advice for the following classes of financial products: (i) deposit and payment products limited to: (A) basic deposit products; (B) deposit products other than basic deposit products; (ii) derivatives; (iii) foreign exchange contracts; (iv) interests in managed investment schemes, including: (A) investor directed portfolio services; and (v) securities; (b) deal in a financial product by: 104 Table of Contents (i) issuing, applying for, acquiring, varying or disposing of a financial product in respect of the following classes of financial products: (A) derivatives; (B) foreign exchange contracts; and (C) interests in managed investment schemes, limited to: (1) own managed investment scheme only; and (ii) applying for, acquiring, varying or disposing of a financial product on behalf of another person in respect of the following classes of products: (A) deposit and payment products limited to: (1) basic deposit products; (2) deposit products other than basic deposit products; (B) derivatives; (C) foreign exchange contracts; (D) interests in managed investment schemes, including: (1) investor directed portfolio services; and (E) securities; and (c) provide the following custodial or depository services: (i) operate custodial or depository services other than investor directed portfolio services; to retail and wholesale clients.
TBAU’s AFSL (No. 300767) authorizes the licensee to carry on a financial services business to: (a) provide financial product advice for the following classes of financial products: (i) deposit and payment products limited to: (A) basic deposit products; (B) deposit products other than basic deposit products; (ii) derivatives; (iii) foreign exchange contracts; (iv) interests in managed investment schemes, including: (A) investor directed portfolio services; and (v) securities; (b) deal in a financial product by: (i) issuing, applying for, acquiring, varying or disposing of a financial product in respect of the following classes of financial products: (A) derivatives; (B) foreign exchange contracts; and (C) interests in managed investment schemes, limited to: (1) own managed investment scheme only; and (ii) applying for, acquiring, varying or disposing of a financial product on behalf of another person in respect of the following classes of products: (A) deposit and payment products limited to: (1) basic deposit products; (2) deposit products other than basic deposit products; (B) derivatives; (C) foreign exchange contracts; (D) interests in managed investment schemes, including: (1) investor directed portfolio services; and (E) securities; and (c) provide the following custodial or depository services: (i) operate custodial or depository services other than investor directed portfolio services; to retail and wholesale clients.
While our Directors believe that our insurance coverage is in line with industry practice and our current policies are adequate, please refer to Item 3.D “Risk Factors-Risks Related to Our Business and Industry-Our insurance coverage may be inadequate to cover risks related to our business and operation.” Legal Proceedings As the date of this report, except for the litigation disclosed in Item 3.D “Risk Factors,” we are not a party to, and we are not aware of any threat of, any legal proceeding that, in the opinion of our management, is likely to have a significant effect on our financial position or profitability, nor have we experienced any incident of non-compliance which, in the opinion of our directors, is likely to have a significant effect on our financial position or profitability.
While our Directors believe that 101 Table of Contents our insurance coverage is in line with industry practice and our current policies are adequate, please refer to Item 3.D “Risk Factors-Risks Related to Our Business and Industry-Our insurance coverage may be inadequate to cover risks related to our business and operation.” Legal Proceedings As the date of this report, except for the litigation disclosed in Item 3.D “Risk Factors,” we are not a party to, and we are not aware of any threat of, any legal proceeding that, in the opinion of our management, is likely to have a significant effect on our financial position or profitability, nor have we experienced any incident of non-compliance which, in the opinion of our directors, is likely to have a significant effect on our financial position or profitability.
Key Information – Certain Risks Related to Our Chinese Operations and Operating Structure –If we fail to protect customer data and privacy, our reputation, financial condition and results of operations will be materially and adversely affected” and Item 3.D “Risk Factors – Risks Related to Our Business and Industry – We may fail to protect our platform from cyber-attacks, which may adversely affect our reputation, customer base and business.” Intellectual Property We rely on a combination of trademark, copyright and trade secret protection laws in China and other jurisdictions, as well as confidentiality procedures and contractual provisions to protect our intellectual properties and our brand.
Key Information – Certain Risks Related to Our Chinese Operations and Operating Structure –If we fail to protect customer data and privacy, our reputation, financial condition and results of operations will be materially and adversely 100 Table of Contents affected” and Item 3.D “Risk Factors – Risks Related to Our Business and Industry – We may fail to protect our platform from cyber-attacks, which may adversely affect our reputation, customer base and business.” Intellectual Property We rely on a combination of trademark, copyright and trade secret protection laws in China and other jurisdictions, as well as confidentiality procedures and contractual provisions to protect our intellectual properties and our brand.
Capital Expenditures and Divestitures For a description, including the amount invested, of the Company’s principal capital expenditures (including interests in other companies) for the years ended December 31, 2022, 2023 and 2024, see Item 5.B “Liquidity and Capital Resources-Capital Expenditures,” which disclosure is incorporated by reference in this item.
Capital Expenditures and Divestitures For a description, including the amount invested, of the Company’s principal capital expenditures (including interests in other companies) for the years ended December 31, 2023, 2024 and 2025, see Item 5.B “Liquidity and Capital Resources-Capital Expenditures,” which disclosure is incorporated by reference in this item.
For instance, our New Zealand subsidiaries, Tiger Brokers (NZ) Limited and Tiger Fintech (NZ) Limited, have in place professional liability insurance and directors’ and officers’ liability insurance, each of which has a limit of liability of NZ$1 million per claim and in the aggregate covering worldwide (excluding the U.S. and Canada) jurisdictions and territories.
Our New Zealand subsidiaries, Tiger Brokers (NZ) Limited and Tiger Fintech (NZ) Limited, have in place professional liability insurance and directors’ and officers’ liability insurance, each of which has a limit of liability of NZ$1 million per claim and in the aggregate covering worldwide (excluding the U.S. and Canada) jurisdictions and territories.
Since venturing into investment banking, the Company has participated in underwriting the offerings of over 190 companies for listings in Hong Kong and the US, which gains industry recognition. We keep optimizing our topline mix to overcome market volatility.
Since venturing into investment banking, the Company has participated in underwriting the offerings of over 230 companies for listings in Hong Kong and the US, which gains industry recognition. We keep optimizing our topline mix to overcome market volatility.
See Item 3.D “Risk Factors-Risks Related to Our Business and Industry-We face risks related to our status as an anti-money laundering reporting entity in New Zealand and if the Financial Markets Authority finds fault with our AMLCFT programs and engages in enforcement actions against us, our business and reputation may be adversely affected.” We, as well as our clearing agents, conduct ongoing customer due diligence and account monitoring as well as other internal controls procedures to comply strictly with applicable rules in relevant jurisdictions.
See Item 3.D “Risk Factors-Risks Related to Our Business and Industry-We 98 Table of Contents face risks related to our status as an anti-money laundering reporting entity in New Zealand and if the Financial Markets Authority finds fault with our AMLCFT programs and engages in enforcement actions against us, our business and reputation may be adversely affected.” We, as well as our clearing agents, conduct ongoing customer due diligence and account monitoring as well as other internal controls procedures to comply strictly with applicable rules in relevant jurisdictions.
On the other hand, company service encompasses the provision in Hong Kong, by way of business, of the service of (i) forming corporations or other legal persons; (ii) acting or arranging for another person to act as a director or a secretary of a corporation, as a partner of a partnership, or in a similar position in relation to other legal persons; and/or (iii) providing a registered office, business address, correspondence or administrative address for a corporation, a partnership or any other legal person or legal arrangement.
On the other hand, company service encompasses the provision in Hong Kong, by way of business, of the service of (i) forming corporations or other legal persons; (ii) acting or arranging for another person to act as a director or a secretary of a corporation, as a partner of a partnership, or in a similar position in relation to other legal persons; and/or 111 Table of Contents (iii) providing a registered office, business address, correspondence or administrative address for a corporation, a partnership or any other legal person or legal arrangement.
Our Singapore subsidiary Tiger Brokers (Singapore) Pte Ltd maintains professional indemnity insurance with a limit of liability of S$25 million, as well as a business insurance package covering office property, electronic equipment, and work injury compensation with a limit of liability of S$1 million.
Our Singapore subsidiary Tiger Brokers (Singapore) Pte Ltd. maintains professional indemnity insurance with a limit of liability of S$25 million, as well as a business insurance package covering office property, electronic equipment, and work injury compensation with a limit of liability of S$2.2 million.
Institutional and Corporate Services In 2024, we continued to expand a number of innovative services in order to attract new customers as well as to serve existing customers whom we expect to have a greater chance of cross-selling products or services.
Institutional and Corporate Services In 2025, we continued to expand a number of innovative services in order to attract new customers as well as to serve existing customers whom we expect to have a greater chance of cross-selling products or services.
It is able to handle millions of real time data at the peak, while supporting order execution and settlement with high throughput; enhanced to improve capacity for handling an increased 93 Table of Contents load; and designed for easy modification, allowing us to increase system features, functions and capabilities efficiently. • Low latency .
It is able to handle millions of real time data at the peak, while supporting order execution and settlement with high throughput; enhanced to improve capacity for handling an increased load; and designed for easy modification, allowing us to increase system features, functions and capabilities efficiently. • Low latency .
A pre-existing individual account that is a cash value insurance contract or an annuity contract is not required to be reviewed, identified or reported, provided the reporting financial institution is effectively prevented by law from selling such contract to residents of a reportable jurisdiction while the procedures also vary with the value of the accounts.
A pre-existing individual account that is a cash value insurance contract 113 Table of Contents or an annuity contract is not required to be reviewed, identified or reported, provided the reporting financial institution is effectively prevented by law from selling such contract to residents of a reportable jurisdiction while the procedures also vary with the value of the accounts.
It also lays out the SAT negative factors that shall be taken into account when assessing whether a recipient of China-source income is a Beneficial Owner under tax treaty.
The Announcement also lays out the SAT negative factors that shall be taken into account when assessing whether a recipient of China-source income is a Beneficial Owner under tax treaty.
Its financial resources (which definition includes its base capital) cannot fall below its total risk requirement (i.e. the amount required to address risks arising from its activities), and in the case that its financial resources fall below 120% of its total risk requirement, it is required to immediately notify the MAS of this fact. • Credit risk .
Its financial resources (which definition includes its base capital) cannot fall below its total risk requirement (i.e. the amount required to address risks arising from its activities), and in the case that its financial resources fall below 120% of its total risk requirement, it is required to immediately notify the MAS of this fact. 99 Table of Contents • Credit risk .
In addition, we offer ESOP management services to soon-to-be listed and listed companies, which enable them and their employees to manage their equity incentive schemes in a convenient and simplified manner and enables us to build better connections with the institutional investors of the mentioned firms.
In addition, we offer ESOP management services to soon-to-be 86 Table of Contents listed and listed companies, which enable them and their employees to manage their equity incentive schemes in a convenient and simplified manner and enables us to build better connections with the institutional investors of the mentioned firms.
We also implement a member-to-member referral bonus system for existing customers who introduce new customers to our trading platform so both the introducer and the introduced receive bonus funds for commission-free trading. 92 Table of Contents Customer Support We take pride in the level and quality of customer services we provide.
We also implement a member-to-member referral bonus system for existing customers who introduce new customers to our trading platform so both the introducer and the introduced receive bonus funds for commission-free trading. Customer Support We take pride in the level and quality of customer services we provide.
The Investment Advisers Act imposes numerous obligations on registered investment advisers such as Wealthn LLC, including recordkeeping, operational and marketing requirements, disclosure obligations and prohibitions on fraudulent activities. State-level regulations 103 Table of Contents through the Attorneys General, state securities regulators and other state level agencies also apply to certain activities of Wealthn LLC.
The Investment Advisers Act imposes numerous obligations on registered investment advisers such as Wealthn LLC, including recordkeeping, operational and marketing requirements, disclosure obligations and prohibitions on fraudulent activities. State-level regulations through the Attorneys General, state securities regulators and other state level agencies also apply to certain activities of Wealthn LLC.
Its financial resources (which definition includes its base capital) cannot fall below its total risk requirement (i.e. the amount required to address risks arising from its activities), and in the case that its financial resources fall below 120% of its total risk requirement, it is required to immediately notify the MAS of this fact.
Its financial resources (which definition includes its base 107 Table of Contents capital) cannot fall below its total risk requirement (i.e. the amount required to address risks arising from its activities), and in the case that its financial resources fall below 120% of its total risk requirement, it is required to immediately notify the MAS of this fact.
Our Corporate Information The locations of our principal executive offices are 1 Raffles Place, #35-61 One Raffles Place, Singapore (048616) and 18/F, Grandyvic Building, No. 1 Building, No. 16 Taiyanggong Middle Road, Chaoyang District, Beijing, 100020 PRC and our telephone number in China at this address is +86-10-56216660. Our registered office in the Cayman Islands is P.O.
Our Corporate Information The locations of our principal executive offices are 1 Raffles Place, #35-61 One Raffles Place, Singapore (048616) and 18/F, Grandyvic Building, No. 1 Building, No. 16 Taiyanggong Middle Road, Chaoyang District, Beijing, 100020 PRC and our telephone number in China at this address is +86-010-56813666. Our registered office in the Cayman Islands is P.O.
TBAU provides dealing and custodial services for a variety of financial products including derivatives, foreign exchange contracts, interests in MIS and securities. TBAU is not a market participant of a licensed financial market in Australia so that execution and settlement services are provided by a third party.
TBAU provides dealing and custodial services for a variety of financial products including derivatives, foreign exchange contracts, interests in MIS and securities. TBAU is not a market participant of a licensed financial market 108 Table of Contents in Australia so that execution and settlement services are provided by a third party.
Key Information – Contractual Arrangements with the VIEs and Their Respective Shareholders.” In June 2018, we formed a wholly-owned subsidiary Up Fintech Global Holdings Limited in British Virgin Islands, or BVI, first as the holding company to hold our wholly-owned U.S. entity, Tiger Fintech Holdings Inc., or Tiger Fintech Holdings and later as the holding company to hold our subsidiaries in other jurisdictions.
Key Information – Contractual Arrangements with the VIEs and Their Respective Shareholders.” 84 Table of Contents In June 2018, we formed a wholly-owned subsidiary Up Fintech Global Holdings Limited in British Virgin Islands, or BVI, first as the holding company to hold our wholly-owned U.S. entity, Tiger Fintech Holdings Inc., or Tiger Fintech Holdings and later as the holding company to hold our subsidiaries in other jurisdictions.
Trading Platform Interface The user interface of our trading platform compartmentalizes services into six major functions: home, discover, wealth, community, portfolio and profile. • Home. The homepage supports users in configuring modules according to their preferences, enabling them to quickly view their holdings, assets, top movers stocks, set up auto-invest, and browse trading orders shared by trade feed.
Trading Platform Interface The user interface of our trading platform compartmentalizes services into six major functions: home, quotes, wealth, news, portfolio and profile. • Home. The homepage supports users in configuring modules according to their preferences, enabling them to quickly view their holdings, assets, top movers stocks, set up auto-invest, and browse trading orders shared by trade feed.
A person must not provide information under the above requirement if: ▪ there is: ▪ a statement in the information that is false or misleading or is likely to mislead; or 99 Table of Contents ▪ an omission from the information that is required by the regulations; and ▪ the statement or omission is materially adverse from the point of view of a client.
A person must not provide information under the above requirement if: ▪ there is: ▪ a statement in the information that is false or misleading or is likely to mislead; or ▪ an omission from the information that is required by the regulations; and ▪ the statement or omission is materially adverse from the point of view of a client.
We have restructured and upgraded the clearing system of TradeUP Securities to achieve high business flexibility. By the end of the fourth quarter of 2024, we have self-cleared over 90% of U.S. cash equity and option traded on our platform, further improved our operating efficiency and profit margin. Our IPO underwriting business experienced significant growth between 2023 and 2024.
We have restructured and upgraded the clearing system of TradeUP Securities to achieve high business flexibility. By the end of the fourth quarter of 2025, we have self-cleared over 90% of U.S. cash equity and option traded on our platform, further improved our operating efficiency and profit margin. Our IPO underwriting business experienced stable growth between 2024 and 2025.
Such measure not only reduces the risk of fraudulent transfer of customer funds into third-party accounts but also minimizes money laundering activities as well as potential violation of foreign exchange regulations in China. 95 Table of Contents • Tiger Verification .
Such measure not only reduces the risk of fraudulent transfer of customer funds into third-party accounts but also minimizes money laundering activities as well as potential violation of foreign exchange regulations in China. • Tiger Verification .
Furthermore, IPO distribution is also an integral part of our comprehensive services package and is a major focus for our future growth. It not only helps us strengthen our relationship with corporate clients, but also provides IPO subscription opportunities for our retail clients. In 2024, we participated in 48 U.S. and Hong Kong IPOs.
Furthermore, IPO distribution is also an integral part of our comprehensive services package and is a major focus for our future growth. It not only helps us strengthen our relationship with corporate clients, but also provides IPO subscription opportunities for our retail clients. In 2025, we participated in 47 U.S. and Hong Kong IPOs.
While we primarily generate revenues by charging our customers commission fees for trading of securities, we also earn interest income or financing service fees arising from or related to margin financing and securities borrowing and lending transactions provided by ourselves or third parties to our customers for trading activities, as well as other income from IPO distribution, and wealth management. 84 Table of Contents We generate revenues primarily by charging our customers commission fees for trading of securities as well as earning interest income or financing service fees arising from or related to margin financing and securities borrowing and lending transactions provided by ourselves or third parties to our customers for trading activities.
While we primarily generate revenues by charging our customers commission fees for trading of securities, we also earn interest income or financing service fees arising from or related to margin financing and securities borrowing and lending transactions provided by ourselves or third parties to our customers for trading activities, as well as other income from IPO distribution, and wealth management.
We will continue to opportunistically evaluate and pursue licenses or acquisitions to enhance our offerings and accelerate growth objectives in existing or new product verticals. Broaden and capitalize on our customer base We grow with our customers as their investment needs evolve with adoption of more products and services on our platform.
We will continue to opportunistically evaluate and pursue licenses or acquisitions to enhance our offerings and accelerate growth objectives in existing or new product verticals. Broaden and capitalize on our customer base while prioritizing user quality We grow with our customers as their investment needs evolve with adoption of more products and services on our platform.
We have a dedicated team of customer support personnel that handles customer inquiries about our trading platform via phone call and online message. Our business and customer support team consisted of 177 employees as of December 31, 2024 and operates for around 20 hours every trading day to serve our customers across the world.
We have a dedicated team of customer support personnel that handles customer inquiries about our trading platform via phone call and online message. Our business and customer support team consisted of 244 employees as of December 31, 2025 and operates for around 20 hours every trading day to serve our customers across the world.
Moreover, we serve such issuers whom we expect to have a greater chance of cross-selling our IPO distribution services, while retaining such employees with equity incentive awards to trade and invest on our platform. As of December 31, 2024, we have served 613 corporate clients via our ESOP business.
Moreover, we serve such issuers whom we expect to have a greater chance of cross-selling our IPO distribution services, while retaining such employees with equity incentive awards to trade and invest on our platform. As of December 31, 2025, we have served 748 corporate clients via our ESOP business.
Income tax paid by a New Zealand tax resident company can give rise to imputation credits that, subject to sufficient continuity of ownership being maintained in respect of the company, can be attached to dividends that the company 108 Table of Contents pays.
Income tax paid by a New Zealand tax resident company can give rise to imputation credits that, subject to sufficient continuity of ownership being maintained in respect of the company, can be attached to dividends that the company pays.
Our leased premises are leased from unrelated third parties who either have valid titles to the relevant properties or proper authorization from the title holder to sublease the property. We believe that we will be able to obtain adequate facilities, principally through leasing, to accommodate our future expansion plans.
Our leased premises are leased from unrelated third parties who either have valid titles 115 Table of Contents to the relevant properties or proper authorization from the title holder to sublease the property. We believe that we will be able to obtain adequate facilities, principally through leasing, to accommodate our future expansion plans.
D. Property, Plants and Equipment Facilities We are headquartered in Singapore, where we lease 9,709 square feet. In addition, we also have leased properties principally for our operations in Beijing, Auckland, Sydney, Singapore, the State of New York, United States, Hong Kong and other cities in China.
D. Property, Plants and Equipment Facilities We are headquartered in Singapore, where we lease 16,340 square feet. In addition, we also have leased properties principally for our operations in Beijing, Auckland, Sydney, Singapore, the State of New York, United States, Hong Kong and other cities in China.
As of the date of this annual report, most of our entities were subject to the valued-added tax at the rate of 6% for services provided as of December 31, 2024. C. Organizational Structure UP Fintech is a holding company with no material operations of its own.
As of the date of this annual report, most of our entities were subject to the value-added tax at the rate of 6% for services provided as of December 31, 2025. C. Organizational Structure UP Fintech is a holding company with no material operations of its own.
The Portfolio feature supports users in viewing their total assets, cash balance, maximum purchasing power, profit charts and more. Additionally, users can analyze their profit and loss. • Profile . The profile page allows users to modify their general settings, such as language, theme, and quote settings.
The Portfolio feature supports users in viewing their total assets, cash balance, maximum purchasing power, profit charts and more. Additionally, users can analyze their profit and loss. 90 Table of Contents • Profile . The profile page allows users to modify their general settings, such as language, theme, and quote settings.
In particular, we aim to further increase and diversify investment products available on our platform and to enhance our research and investment expertise to increase the competitiveness of our asset management and wealth management services.
In particular, we aim to further increase and diversify investment products available on our platform and to enhance our research and investment expertise to increase the 88 Table of Contents competitiveness of our asset management and wealth management services.
The Company did not make any material divestitures for the years ended December 31, 2022, 2023 and 2024. 83 Table of Contents To date, the Company has not made any capital expenditures or divestitures in calendar year 2025 that were not in the ordinary course of business.
The Company did not make any material divestitures for the years ended December 31, 2023, 2024 and 2025. To date, the Company has not made any capital expenditures or divestitures in calendar year 2025 that were not in the ordinary course of business.
We intend to strengthen our competitive position and proactively grow our business by pursuing the following strategies: Expand internationally to serve investors around the world We plan to leverage our first-mover advantage to seize opportunities in the digital brokerage sector.
We intend to strengthen our competitive position and proactively grow our business by pursuing the following strategies: 87 Table of Contents Expand internationally to serve investors around the world We plan to leverage our first-mover advantage to seize opportunities in the digital brokerage sector.
The margin loan or funding is offered by our platform for consolidated account customers and by Interactive Brokers for fully disclosed account customers. We generate interest income arising from margin financing offered by us to consolidated account customers and earn financing service fees related to the margin financing provided by Interactive Brokers to our customers.
The margin loan or funding is offered by our platform for consolidated account customers and by Interactive Brokers for fully disclosed account customers. We generate interest income arising from margin financing offered by us to consolidated 91 Table of Contents account customers and earn financing service fees related to the margin financing provided by Interactive Brokers to our customers.
Our company is technology-focused, and our management team is technology-savvy. While a large number of members of the management team participate in writing detailed program specifications for new applications, and our senior executives personally track progress on programming projects, this enables us to prioritize key initiatives and achieve rapid turn-around on new projects.
While a large number of members of the management team participate in writing detailed program specifications for new applications, and our senior executives personally track progress on programming projects, this enables us to prioritize key initiatives and achieve rapid turn-around on new projects.
However, based on the Circular on the Issues concerning the Application of the Dividend Clauses of Tax Agreements issued on February 20, 2009 by the SAT, if the relevant PRC tax authorities determine, in their discretion, that a company benefits from such reduced income tax rate due to a structure or arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment; and based on the Announcement of the State Administration of Taxation on Issues Relating to “Beneficial Owner” in Tax Treaties , issued on February 3, 2018 by the SAT, Beneficial Owner means a person who owns and controls income or the Announcement rights or property based on which the Recognition of Beneficial Owners in Tax Treaties issued on June 29, 2012 by income is generated.
However, based on the Circular on the Issues concerning the Application of the Dividend Clauses of Tax Agreements issued on February 20, 2009 by the SAT, if the relevant PRC tax authorities determine, in their discretion, that a company benefits from such reduced income tax rate due to a structure or arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment; and based on the Announcement of the State Administration of Taxation on Issues Relating to “Beneficial Owner” in Tax Treaties , issued on February 3, 2018 by the SAT, Beneficial Owner refers to a person who owns and controls the income or the rights or property from which such income is derived.
Our New Zealand, U.S. and Singapore subsidiaries have contributed over 92.0% of total revenues for the year ended December 31, 2024. For a further description of the breakdown of our total revenues, see “Item 5. – A Operating Results,” which disclosure is incorporated by reference in this item.
Our New Zealand, U.S. and Singapore subsidiaries have contributed over 88.2% of total revenues for the year ended December 31, 2025. For a further description of the breakdown of our total revenues, see “Item 5. – A Operating Results,” which disclosure is incorporated by reference in this item.
We then help companies manage the vesting and exercise of their equity incentive awards as well as educating company employees about ESOP. Overall, we have worked with over 613 corporate clients by the end of the year of 2024, including 16 new clients added in the fourth quarter of 2024.
We then help companies manage the vesting and exercise of their equity incentive awards as well as educating company employees about ESOP. Overall, we have worked with over 748 corporate clients by the end of the year of 2025, including 39 new clients added in the fourth quarter of 2025.
We had also obtained trademarks in jurisdictions such as Hong Kong, Singapore, Malaysia, EU, Indonesia, India, Philippines, Thailand, Australia and New Zealand, and submitted trademark applications in various jurisdictions. As of March 31, 2025, we had registered about 194 software copyrights and 22 artwork copyrights in China and other main jurisdictions.
We had also obtained trademarks in jurisdictions such as Hong Kong, Singapore, Malaysia, EU, Indonesia, India, Philippines, Thailand, Australia and New Zealand, and submitted trademark applications in various jurisdictions. As of March 31, 2026, we had registered about 195 software copyrights and 20 artwork copyrights in China and other main jurisdictions.
Our customers can also trade futures contracts, trade on margin and short sell on our trading platform. The aggregate trading volume amounted to US$198.0 billion during the fourth quarter of 2024. Below is the table of the operating data as of the dates or for the periods indicated.
Our customers can also trade futures contracts, trade on margin and short sell on our trading platform. The aggregate trading volume amounted to US$316.6 billion during the fourth quarter of 2025. Below is the table of the operating data as of the dates or for the periods indicated.
The homepage offers a total of 20+ modules for users to choose from. • Discover. On the discover page, users can view their watchlist, explore popular assets in various markets, check the release schedule of major company financial reports and other important economic calendars, and track trends of major global indices. 87 Table of Contents • Community.
The homepage offers a total of 20+ modules for users to choose from. • Quotes. On the quotes page, users can view their watchlist, explore popular assets in various markets, check the release schedule of major company financial reports and other important economic calendars, and track trends of major global indices. • News.
(2) Calculated based on the average number of trading days during the period of the U.S. and Hong Kong exchanges. (3) As of December 31, 2024, 345,105 of our customers had conducted at least one trading transaction on our platform in the preceding 12 months.
(2) Calculated based on the average number of trading days during the period of the U.S. and Hong Kong exchanges. (3) As of December 31, 2025, 423,902 of our customers had conducted at least one trading transaction on our platform in the preceding 12 months.
The 13 principles stipulate how information can be collected, used, disclosed and stored, and people’s rights to gain access to that information and ask for it to be corrected.
The Privacy Act provides for 13 overriding privacy principles. The 13 principles stipulate how information can be collected, used, disclosed and stored, and people’s rights to gain access to that information and ask for it to be corrected.
New Zealand does not currently have an express capital gains tax (although such a tax has been considered by various policy makers).
New Zealand does not currently have an express capital gains tax (although such a tax has been considered 112 Table of Contents by various policy makers).
It is an integral part of our comprehensive services package. In 2024, we participated in 16 U.S. IPOs (up from 4 in 2023), in 9 of which the Company’s wholly-owned subsidiaries Tiger Brokers (NZ) Limited or US Tiger Securities, Inc. served as the underwriter (up from 4 in 2023). In 2024, the Company participated in 32 Hong Kong IPOs.
It is an integral part of our comprehensive services package. In 2025, we participated in 12 U.S. IPOs (down from 16 in 2024), in 11 of which the Company’s wholly-owned subsidiaries Tiger Brokers (NZ) Limited or US Tiger Securities, Inc. served as the underwriter (up from 9 in 2024). In 2025, the Company participated in 35 Hong Kong IPOs.
Addressing the industry's current pain points such as complex client onboarding requirements, cumbersome account opening processes, limited trading options, and low transaction settlement efficiency, Tiger introduced its next-generation Turnkey Asset Management Platform (TAMP). This platform offers flexible account structures, fully online account opening, multi-market and multi-asset trading, extensive analysis and trading tools, and diversified reporting.
Addressing the industry's current pain points such as complex client onboarding requirements, cumbersome account opening processes, limited trading options, and low transaction settlement efficiency, this platform offers flexible account structures, fully online account opening, multi-market and multi-asset trading, extensive analysis and trading tools, and diversified reporting.
As our brand name gains more recognition among the general public, we will work to increase, maintain and enforce our trademark portfolio as well as software and domain name registrations, the protection of which is important to our reputation and the continued growth of our business.
As our brand name gains more recognition among the general public, we will work to increase, maintain and enforce our trademark portfolio as well as software and domain name registrations, the protection of which is important to our reputation and the continued growth of our business. Below is a comprehensive summary of our intellectual property rights.
An “agency” is widely defined and includes any individual, public or private sector agency, or court or tribunal that is carrying on business or present in New Zealand, with specified exceptions. ‘Personal information’ means information about an identifiable individual. The Privacy Act covers government agencies, local councils, businesses, 101 Table of Contents and individuals.
An “agency” is widely defined and includes any individual, public or private sector agency, or court or tribunal that is carrying on business or present in New Zealand, with specified exceptions. ‘Personal information’ means information about an identifiable individual. The Privacy Act covers government agencies, local councils, businesses, and individuals. All personal information is covered, including information about employees.
We incurred marketing and branding expenses of US$33.1 million, US$20.9 million and US$28.5 million in 2022, 2023 and 2024, respectively, accounting for 14.7%, 7.7% and 7.3%, respectively, of total revenues for the same periods. Customer Development Our users and potential customers can initiate contact with us through phone call and online message.
We incurred marketing and branding expenses of US$20.9 million, US$28.5 million and US$49.5 million in 2023, 2024 and 2025, respectively, accounting for 7.7%, 7.3% and 8.1%, respectively, of total revenues for the same periods. 95 Table of Contents Customer Development Our users and potential customers can initiate contact with us through phone call and online message.
As a result, Tiger Brokers (NZ) Limited is no longer held by the VIEs in China. In November 2018, Tiger Brokers (NZ) Limited acquired 100% of the equity interests in Fleming Funds Management PTY Limited (“Fleming”), which was established in Australia in January 2006 and has been authorized as a licensed financial services provider in Australia since July 2006.
In November 2018, Tiger Brokers (NZ) Limited acquired 100% of the equity interests in Fleming Funds Management PTY Limited (“Fleming”), which was established in Australia in January 2006 and has been authorized as a licensed financial services provider in Australia since July 2006.
Users can log on, set up a paper account and use a predetermined amount of simulated funds to make simulated investments. Our Users and Customers We classify those who have registered on our platform as our users and those who have opened accounts on our platform as customers. Our customers include individual customers, corporate customers and institutional customers.
Users can log on, set up a paper account and use a predetermined amount of simulated funds to make simulated investments. 94 Table of Contents Our Users and Customers We classify those who have registered on our platform as our users and those who have opened accounts on our platform as customers.
All financing extended to our clients is secured by acceptable securities pledged to us. Our trading system can automatically pledge cross-market account assets so that the value in a client’s multiple trading accounts, which may include cash in different currencies and acceptable securities listed on these markets, will be aggregated when calculating the value of the client’s collateral.
Our trading system can automatically pledge cross-market account assets so that the value in a client’s multiple trading accounts, which may include cash in different currencies and acceptable securities listed on these markets, will be aggregated when calculating the value of the client’s collateral.
In August 2018, 81 Table of Contents Tiger Fintech Holdings acquired 100% of the equity interests of Wealthn LLC, a registered investment advisor in the United States. Wealthn LLC provides investment advisory services for high-net-worth individuals, family offices and other clients.
In August 2018, Tiger Fintech Holdings acquired 100% of the equity interests of Wealthn LLC, a registered investment advisor in the United States. Wealthn LLC provides investment advisory services for high-net-worth individuals, family offices and other clients. In November 2018, Tiger Fintech Holdings completed the acquisition of 100% of the equity interests in US Tiger Securities, Inc.
These rules give customers the ability to “opt out” of having non-public information disclosed to third parties or receiving marketing solicitations from affiliates and non-affiliates based on non-public information received from our brokerage and banking entities. The Bank Secrecy Act , as amended by the U.S.A.
These rules give customers the ability to “opt out” of having non-public information disclosed to third parties or receiving marketing solicitations from affiliates and non-affiliates based on non-public information received from our brokerage and banking entities.
In January 2024, our wholly owned subsidiary Tiger Brokers HK has officially upgraded its Type 1 license to include virtual asset dealing service, making it one of the first mainstream online brokerage firms in Hong Kong to receive approval for such a license upgrade.
TradeUP Securities brings in rich broker dealer experience in execution and clearing. Recent Developments In January 2024, our wholly owned subsidiary Tiger Brokers HK has officially upgraded its Type 1 license to include virtual asset dealing service, making it one of the first mainstream online brokerage firms in Hong Kong to receive approval for such a license upgrade.
In 2024, we continued to strengthen our position as a premier platform for financial advisers and external asset managers in Singapore. Our strategic efforts in expanding institutional partnerships led to a significant increase in both the number of onboarded advisers and total assets under custody (AUC). The AUC in 2024 doubled year-over-year compared to 2023, reflecting strong client engagement.
In 2025, we continued to strengthen our position as a premier platform for financial advisers and external asset managers in Singapore. Our strategic efforts in expanding institutional partnerships led to a significant increase in both the number of onboarded advisers and total assets under custody (AUC).
Our compliance department reviews and approves materials published for investor education, market information and community engagement to prevent the disclosure of any inaccurate information. We also monitor the interactions between our customer representatives and customers for any non-compliance with internal policies and regulatory rules.
We have additionally formulated a series of internal procedures focused on minimizing operational risks. Our compliance department reviews and approves materials published for investor education, market information and community engagement to prevent the disclosure of any inaccurate information. We also monitor the interactions between our customer representatives and customers for any non-compliance with internal policies and regulatory rules.
We will solidify our position as the platform of choice for online investing to customers of all types throughout economic cycles. 85 Table of Contents We intend to continue focusing on a comprehensive and diversified suite of offerings to encompass: • Cross-market, multi-product investment experiences and product capabilities, including local-market equities, fund products and new economy investment assets; and • Innovative investing tools that leverage our strong product know-how to offer fund selection and portfolio construction not only to our customers, but also to our corporate clients to enable better services to their own clients.
We intend to continue focusing on a comprehensive and diversified suite of offerings to encompass: • Cross-market, multi-product investment experiences and product capabilities, including local-market equities, fund products and new economy investment assets; and • Innovative investing tools that leverage our strong product know-how to offer fund selection and portfolio construction not only to our customers, but also to our corporate clients to enable better services to their own clients.
We have a team of experienced engineers. The supervisors in charge of our research and technology department all graduated from prestigious universities and worked at well-established Internet and software companies before joining us. As of December 31, 2024, we have 534 staff members engaged in research and development-related work. Substantially all of them have a bachelor’s degree or above.
We have a team of experienced engineers. The supervisors in charge of our research and technology department all graduated 97 Table of Contents from prestigious universities and worked at well-established Internet and software companies before joining us. As of December 31, 2025, we have 593 staff members engaged in research and development-related work.
Our revenues were US$225.4 million, US$272.5 million and US$391.5 million in 2022, 2023 and 2024, respectively. We generated net income of US$33.0 million and US$61.4 million in 2023 and 2024, respectively and recorded net losses of US$2.3 million in 2022. Our revenues in 2022, 2023 and 2024 were mainly generated in New Zealand, the U.S. and Singapore.
Our revenues were US$272.5 million, US$391.5 million and US$612.1 million in 2023, 2024 and 2025, respectively. We generated net income of US$33.0 million, US$61.4 million and US$171.5 million in 2023, 2024 and 2025, respectively. Our revenues in 2023, 2024 and 2025 were mainly generated in New Zealand, the U.S. and Singapore.
A reporting entity must establish, implement, and maintain an AML/CFT compliance programme that includes internal procedures, policies, and controls to detect money laundering and the financing of terrorism and to manage and mitigate the risk of money laundering and financing of terrorism.
A reporting entity must establish, implement, and maintain an AML/CFT compliance programme comprising policies, procedures, and controls designed to detect, manage, and mitigate the risks of money laundering and terrorist financing.
A client money or property service is: a) the receipt of client money or client property by a person and the holding, payment, or transfer of that client money or client property; and b) includes a custodial service (i.e., the holding of client money or client property by a person (A) in trust for, or on behalf of, a client (C) , or another person nominated by C, under an agreement between A and C or between A and another person with whom C has an agreement (whether or not there are also other parties to the agreement)).
A client money or property service is: a) the receipt of client money or client property by a person and the holding, payment, or transfer of that client money or client property; and b) includes a custodial service (i.e., the holding of client money or client property by a person (A) in trust for, or on behalf of, a client (C) , or another person nominated by C, under an agreement between A and C or between A and another person with whom C has an agreement (whether or not there are also other parties to the agreement)). 102 Table of Contents Subpart 5B of Part 6 of the FMCA regulates client money or property services by imposing: ▪ disclosure obligations for services for retail clients; ▪ conduct obligations; and ▪ obligations for handling client money and client property.
We have completed all required CRS disclosure reports to the New Zealand Inland Revenue Department. 109 Table of Contents PRC Regulations on Dividend Withholding Tax Pursuant to the 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 the 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% upon conducting prescribed registration procedures with in-charge tax authority.
PRC Regulations on Dividend Withholding Tax Pursuant to the 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 the 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% upon conducting prescribed registration procedures with the competent authority.
Depending on the scale, operation, nature of business and risk profile of the licensed TCSP, the same person may be appointed as its CO and MLRO. Given the relatively small size of Kastle Limited, Ms. Tsang Suk Han has been appointed as both its CO and MLRO since June 24, 2024.
Depending on the scale, operation, nature of business and risk profile of the licensed TCSP, the same person may be appointed as its CO and MLRO. Given the relatively small size of Kastle Limited, Mr. Su Yansong has been appointed as both its CO and MLRO since January 26, 2026.
The client money or client property that is received or held by a provider on trust for a client: ▪ is not available for the payment of the debts owing to any other creditor of the provider; and ▪ is not liable to be attached or taken in execution under the order or process of any court at the instance of another creditor of the provider.
A provider must not use or apply client money or client property received or held on trust for a client by a provider in any way except as expressly directed by the client or by transferring it to the provider’s designated trust account. 103 Table of Contents The client money or client property that is received or held by a provider on trust for a client: ▪ is not available for the payment of the debts owing to any other creditor of the provider; and ▪ is not liable to be attached or taken in execution under the order or process of any court at the instance of another creditor of the provider.
In June 2021, we completed our follow-on public offering of 6,500,000 of our ADSs, at a public offering price of US$24.5 per ADS, each representing 15 of our Class A ordinary shares.
In October 2024, we completed our follow-on public offering of 17,250,000 of our ADSs, at a public offering price of US$6.25 per ADS, each representing 15 of our Class A ordinary shares.
Our platform allows investors to trade stocks, options, warrants and other financial instruments listed on the major stock exchanges around the world, including but not limited to Nasdaq, New York Stock Exchange and Hong Kong Stock Exchange as well as A shares which are eligible under Shanghai-Hong Kong Stock Connect and Shenzhen-Hong Kong Stock Connect programs.
Our trading platform also encompasses an abundance of complementary services that help our customers make informed investment decisions. 89 Table of Contents Our platform allows investors to trade stocks, options, warrants and other financial instruments listed on the major stock exchanges around the world, including but not limited to Nasdaq, New York Stock Exchange and Hong Kong Stock Exchange as well as A shares which are eligible under Shanghai-Hong Kong Stock Connect and Shenzhen-Hong Kong Stock Connect programs.
For consolidated accounts, we receive commission and pay a pre-determined portion to Interactive Brokers and other clearing partners as execution and clearing fees. In the meantime, we also use TradeUP Securities, one of our subsidiaries with clearing license to execute and clear client trades and pay a pre-determined portion to corresponding clearing counterparties.
In the meantime, we also use TradeUP Securities, one of our subsidiaries with clearing license to execute and clear client trades and pay a pre-determined portion to corresponding clearing counterparties.
TCSPs are regulated by the Registrar of Companies, through the Hong Kong Companies Registry, and are subject to its oversight. 107 Table of Contents A TCSP is defined in the AMLCTFO to be a corporation which carries on a business providing trust or company services.
The AMLCTFO also requires TCSPs to comply with the applicable statutory customer due diligence and record-keeping requirements. TCSPs are regulated by the Registrar of Companies, through the Hong Kong Companies Registry, and are subject to its oversight. A TCSP is defined in the AMLCTFO to be a corporation which carries on a business providing trust or company services.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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China Our PRC subsidiaries and the VIEs, which are considered PRC resident enterprises under PRC tax law, are subject to enterprise income tax on their worldwide taxable income as determined under PRC tax laws and accounting standards, the EIT Law. Under the EIT Law, the standard enterprise income tax rate for domestic enterprises and foreign invested enterprises is 25%.
China Our PRC subsidiaries and the VIEs, which are considered PRC resident enterprises under PRC tax law, are subject to enterprise income tax on their worldwide taxable income as determined under PRC tax laws and accounting standards. Under the EIT Law, the standard enterprise income tax rate for domestic enterprises and foreign invested enterprises is 25%.
The presentation of the non-GAAP financial measure is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. We define adjusted net loss or income as net loss or income excluding share-based compensation, and impairment loss from equity investments. Such adjustments have no impact on income tax.
The presentation of the non-GAAP financial measure is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with U.S. GAAP. We define adjusted net income as net income excluding share-based compensation, and impairment loss from equity investments. Such adjustments have no impact on income tax.
Investing Activities Net cash used in investing activities in 2024 was US$8.7 million, consisting primarily of the purchase of equity method investment, term deposits and property, equipment and intangible assets of US$11.6 million, partially offset by maturity of term deposits of US$2.8 million.
Net cash used in investing activities in 2024 was US$8.7 million, consisting primarily of the purchase of equity method investment, term deposits and property, equipment and intangible assets of US$11.6 million, partially offset by maturity of term deposits of US$2.8 million.
See Item 3.D “Risk Factors – Risks Related to Doing Business in China – We may be deemed to be a PRC resident enterprise under the Enterprise Income Tax Law, or the EIT Law, and be subject to the PRC taxation on our worldwide income, which may significantly increase our income tax expenses and materially decrease our profitability.” Non-GAAP Financial Measure In evaluating our business, we consider and use adjusted net loss or income as a supplemental measure to review and assess our operating performance.
See Item 3.D “Risk Factors – Risks Related to Doing Business in China – We may be deemed to be a PRC resident enterprise under the Enterprise Income Tax Law, or the EIT Law, and be subject to the PRC taxation on our worldwide income, which may significantly increase our income tax expenses and materially decrease our profitability.” Non-GAAP Financial Measure In evaluating our business, we consider and use adjusted net income as a supplemental measure to review and assess our operating performance.
One of the key limitations of using adjusted net loss or income is that they do not reflect all items of income and expense that affect our operations. Share-based compensation, and impairment loss from equity investment have been and may continue to be incurred in our business and are not reflected in the presentation of adjusted net loss or income.
One of the key limitations of using adjusted net income is that they do not reflect all items of income and expense that affect our operations. Share-based compensation, and impairment loss from equity investment have been and may continue to be incurred in our business and are not reflected in the presentation of adjusted net income.
This non-GAAP financial measure should not be considered in isolation or construed as alternatives to total operating expenses, net loss or income or any other measure of performance or as an indicator of our operating performance. Investors are encouraged to review this historical non-GAAP financial measure in light of the most directly comparable GAAP measure, as shown below.
This non-GAAP financial measure should not be considered in isolation or construed as alternatives to total operating expenses, net income or any other measure of performance or as an indicator of our operating performance. Investors are encouraged to review this historical non-GAAP financial measure in light of the most directly comparable GAAP measure, as shown below.
There were no costs due to cybersecurity incidents in 2022, 2023 and 2024, nor was there any impact of cybersecurity incidents on our reportable segments. Taxation Cayman Islands We are not subject to income or capital gains tax under the current laws of the Cayman Islands.
There were no costs due to cybersecurity incidents in 2023 and 2024, nor was there any impact of cybersecurity incidents on our reportable segments. Taxation Cayman Islands We are not subject to income or capital gains tax under the current laws of the Cayman Islands.
We may seek to reduce the currency risk by entering into foreign currency instruments. We did not have any currency hedging instruments as of December 31, 2022, 2023 and 2024, however management monitors movements in exchange rates closely. Also see Item 3.D “Risk Factors” and Item 11 “Quantitative and Qualitative Disclosures About Market Risk.” B.
We may seek to reduce the currency risk by entering into foreign currency instruments. We did not have any currency hedging instruments as of December 31, 2023, 2024 and 2025, however management monitors movements in exchange rates closely. Also see Item 3.D “Risk Factors” and Item 11 “Quantitative and Qualitative Disclosures About Market Risk.” B.
Trend Information Please refer to our disclosures set forth under Item 3.D “Risk Factors,” Item 4 “Information on the Company,” and elsewhere in this Item 5 “Operating and Financial Review and Prospects” for information regarding the material risks, business developments and strategies, factors, and trends that are most likely to affect our business and results of operations through 2024. E.
Trend Information Please refer to our disclosures set forth under Item 3.D “Risk Factors,” Item 4 “Information on the Company,” and elsewhere in this Item 5 “Operating and Financial Review and Prospects” for information regarding the material risks, business developments and strategies, factors, and trends that are most likely to affect our business and results of operations through 2025. E.
Certain PRC subsidiaries, VIEs and VIEs’ subsidiaries, including Beijing U-Tiger Business, Beijing Yixin, Beijing U-Tiger Network, Hangzhou U-Tiger, Guangzhou U Tiger and Beijing Xiangshang are qualified HNTEs and enjoy a reduced income tax rate of 15% for the years ended December 31, 2022, 2023 and 2024. An entity could re-apply for the HNTE certificate when the prior certificate expires.
Certain PRC subsidiaries, VIEs and VIEs’ subsidiaries, including Beijing U-Tiger Business, Beijing Yixin, Beijing U-Tiger Network, Hangzhou U-Tiger, Guangzhou U-Tiger and Beijing Xiangshang are qualified HNTEs and enjoy a reduced income tax rate of 15% for the years ended December 31, 2023, 2024 and 2025. An entity could re-apply for the HNTE certificate when the prior certificate expires.
If it is determined that we are able to realize deferred tax assets in excess of the net carrying value or to the extent we are unable to realize a deferred tax asset, we would adjust the valuation allowance in the period in which such a determination is made, with a corresponding increase or decrease to earnings. 125 Table of Contents
If it is determined that we are able to realize deferred tax assets in excess of the net carrying value or to the extent we are unable to realize a deferred tax asset, we would adjust the valuation allowance in the period in which such a determination is made, with a corresponding increase or decrease to earnings. 129 Table of Contents
In addition, any of our 123 Table of Contents wholly foreign-owned subsidiaries in China may allocate a portion of its after-tax profits based on PRC accounting standards to enterprise expansion funds and staff bonus and welfare funds at its discretion, and the VIEs may allocate a portion of their after-tax profits based on PRC accounting standards to discretionary surplus funds at their discretion.
In addition, any of our wholly foreign-owned subsidiaries in China may allocate a portion of its after-tax profits based on PRC accounting 127 Table of Contents standards to enterprise expansion funds and staff bonus and welfare funds at its discretion, and the VIEs may allocate a portion of their after-tax profits based on PRC accounting standards to discretionary surplus funds at their discretion.
Clients with margin loans have agreed to allow the Company to pledge collateralized securities in their brokerage accounts, which is generally equal to or in excess of the margin loan. Securities borrowing transactions require the Company to deposit 121 Table of Contents cash with the lender.
Clients with margin loans have agreed to allow the Company to pledge collateralized securities in their brokerage accounts, which is generally equal to or in excess of the margin loan. Securities borrowing transactions require the Company to deposit 125 Table of Contents cash with the lender.
Historically, all companies successfully re-applied for the certificates when the prior once expired. Our other subsidiaries are subject to income tax rate of 25%, according to EIT Law.
Historically, all companies successfully re-applied for the certificates when the prior certificate expired. Our other subsidiaries are subject to income tax rate of 25%, according to EIT Law.
There are no other taxes likely to be material to us levied by the government of the BVI. New Zealand Our subsidiaries incorporated in New Zealand are subject to an income tax rate of 28% for taxable income earned in New Zealand.
There are no other taxes likely to be material to us levied by the government of the BVI. 120 Table of Contents New Zealand Our subsidiaries incorporated in New Zealand are subject to an income tax rate of 28% for taxable income earned in New Zealand.
We present this non-GAAP financial measure because it is used by our management to evaluate our operating performance and formulate business plans. Adjusted net loss or income enables our management to assess our operating results without considering the impact of share-based compensation, and impairment loss from equity 117 Table of Contents investments.
We present this non-GAAP financial measure because it is used by our management to evaluate our operating performance and formulate business plans. Adjusted net income enables our management to assess our operating results without considering the impact of share-based compensation, and impairment loss from equity investments.
“Key Information – Certain Risks Related to Our Chinese Operations and Operating Structure” Item 3.D. “Risk Factors” and Item 4.B. “Business Overview.” 111 Table of Contents The following discussion includes certain forward-looking statements. Actual results may differ materially from those discussed in such forward-looking statements.
“Key Information – Certain Risks Related to Our Chinese Operations and Operating Structure” Item 3.D. “Risk Factors” and Item 4.B. “Business Overview.” The following discussion includes certain forward-looking statements. Actual results may differ materially from those discussed in such forward-looking statements.
In 2022, 2023 and 2024, the average rate of commissions over trading volume was 0.0335%, 0.0315% and 0.0288%, respectively, which is the ratio of the total commissions to the total trading volume in the same period. The decrease in the average commission rates was primarily the lower average fee rate attributable to industry competition in the year 2024.
In 2023, 2024 and 2025, the average rate of commissions over trading volume was 0.0315%, 0.0288% and 0.0260%, respectively, which is the ratio of the total commissions to the total trading volume in the same period. The decrease in the average commission rates was primarily the lower average fee rate attributable to industry competition in the year 2025.
Operating and Financial Review and Prospects – A. Operating Results” in our Annual Report on Form 20-F for the year ended December 31, 2023, filed with the SEC on April 22, 2024 and available on the internet site maintained by the SEC at www.sec.gov.
Operating and Financial Review and Prospects – A. Operating Results” in our Annual Report on Form 20-F for the year ended December 31, 2024, filed with the SEC on April 23, 2025 and available on the internet site maintained by the SEC at www.sec.gov.
See “Non-GAAP Financial Measure” for more information. See Item 5.A “Operating Results - Non-GAAP Reconciliations.” Foreign Currency Fluctuations Substantially all of our revenues are denominated in U.S. dollars and Hong Kong dollars and our expenses are denominated in Renminbi and U.S. dollars. We have not used any derivative financial instruments to hedge exposure to such risk.
See Item 5.A “Operating Results - Non-GAAP Reconciliations.” Foreign Currency Fluctuations Substantially all of our revenues are denominated in U.S. dollars and Hong Kong dollars and our expenses are denominated in Renminbi and U.S. dollars. We have not used any derivative financial instruments to hedge exposure to such risk.
Tiger Brokers SG is a capital markets services license holder under Chapter 289 of SFA for (I) dealing in capital markets products that are securities, collective investment schemes, and exchange-traded derivatives contracts; (II) product financing; and (III) providing custodial services, and an exempt financial adviser under the Financial Advisers Act, Chapter 110 of Singapore (the FAA) for advising on investment products and issuing or promulgating analyses/reports on investment products that are securities, collective investment schemes, and exchange-traded derivatives contracts.
Tiger Brokers SG is a capital markets services license holder under SFA 2001 of Singapore for (I) dealing in capital markets products that are securities, collective investment schemes, and exchange-traded derivatives contracts; (II) product financing; and (III) providing custodial services, and an exempt financial adviser under the FAA 2001 of Singapore for advising on investment products and issuing or promulgating analyses/reports on investment products that are securities, collective investment schemes, and exchange-traded derivatives contracts.
Communication and market data Communication and market data expenses are primarily related to the fees we pay to stock exchanges and third parties, including the Nasdaq, New York Stock Exchange, Hong Kong Stock Exchange and Shanghai Stock Exchange, to subscribe for market data and news.
Communication and market data Communication and market data expenses are primarily related to the fees we pay to stock exchanges and third parties, including the Nasdaq, New York Stock Exchange, Hong Kong Stock Exchange and Shanghai Stock Exchange, to 119 Table of Contents subscribe for market data and news.
To date, we have financed our operating and investing activities through net proceeds from our securities offerings, cash generated from operating activities and historical equity financing activities. As of December 31, 2023 and 2024, our cash and cash equivalents were US$322.6 million and US$393.6 million, respectively.
To date, we have financed our operating and investing activities through net proceeds from our securities offerings, cash generated from operating activities and historical equity financing activities. As of December 31, 2024 and 2025, our cash and cash equivalents were US$393.6 million and US$791.0 million, respectively.
In 2022, 2023 and 2024, the average annualized rate of our margin financing and our securities borrowing and lending activities provided by us to the consolidated account customers on our platform was 6.86%, 8.16% and 5.69%, respectively.
In 2023, 2024 and 2025, the average annualized rate of our margin financing and our securities borrowing and lending activities provided by us to the consolidated account customers on our platform was 8.16%, 5.69% and 5.33%, respectively.
UP Fintech Holding Limited also adopted a new share incentive plan, or the 2018 Share Incentive Plan, to replicate and replace the equity incentive plan adopted by Beijing Rongke in 2014. A.
UP Fintech Holding Limited also adopted a new share incentive plan, or the 2018 Share Incentive Plan, to replicate and replace the equity incentive plan adopted by Beijing Rongke in 2014. 116 Table of Contents A.
Operating cost and expenses Total operating cost and expenses increased by 30.9% from US$192.7 million in 2023 to US$252.3 million in 2024, due to the expansion of business scale, various cost and operating expenses had increased. Operating cost and expenses consisted of the following: Execution and clearing.
Operating cost and expenses Total operating cost and expenses increased by 30.9% from US$252.3 million in 2024 to US$330.3 million in 2025, due to the expansion of business scale, various cost and operating expenses had increased. Operating cost and expenses consisted of the following: Execution and clearing.
For the years ended December 31, 2022, 2023 and 2024, US$60.1 million, US$63.5 million and US$80.1 million of research and development costs have been expensed as incurred as the costs qualifying for capitalization have been insignificant. D.
For the years ended December 31, 2023, 2024 and 2025, US$63.5 million, US$80.1 million and US$100.0 million of research and development costs have been expensed as incurred as the costs qualifying for capitalization have been insignificant. D.
According to the arrangement between Chinese mainland and HKSAR, dividends paid by an FIE in Chinese mainland to its immediate holding company in HKSAR will be subject to withholding tax at a rate of no more than 5%.
According to the arrangement between Chinese mainland and HKSAR, dividends paid by an FIE in Chinese mainland to its immediate holding company in HKSAR will be subject to withholding tax at a rate of no more than 5%. Dividends paid by US subsidiaries to their non-US parent company are subject to US withholding tax at a rate of 30%.
Our total revenues were US$225.4 million, US$272.5 million and US$391.5 million in 2022, 2023 and 2024, respectively. We generated net income of US$33.0 million and US$61.4 million in 2023 and 2024, respectively, and recorded net losses of US$2.3 million in 2022. Reorganization We commenced our technology research and development in June 2014 through one of the VIEs, Beijing Rongke.
Our total revenues were US$272.5 million, US$391.5 million and US$612.1 million in 2023, 2024 and 2025, respectively. We generated net income of US$33.0 million, US$61.4 million and US$171.5 million in 2023, 2024 and 2025. Reorganization We commenced our technology research and development in June 2014 through one of the VIEs, Beijing Rongke.
Execution and clearing expenses were US$14.7 million in 2024, an increase of 61.3% from US$9.1 million in 2023. This increase was primarily due to an increase in our trading volume. Our trading volume increased from US$294.2 billion in 2023 to US$552.3 billion in 2024. Employee compensation and benefits.
Execution and clearing expenses were US$20.5 million in 2025, an increase of 40.2% from US$14.7 million in 2024. This increase was primarily due to an increase in our trading volume. Our trading volume increased from US$552.3 billion in 2024 to US$1,027.5 billion in 2025. Employee compensation and benefits.
Year ended December 31, 2024 compared with year ended December 31, 2023 Revenues Total revenues increased by 43.7% from US$272.5 million in 2023 to US$391.5 million in 2024. This increase was primarily driven by significant increases in commissions and interest income. Commissions.
Year ended December 31, 2025 compared with year ended December 31, 2024 Revenues Total revenues increased by 56.3% from US$391.5 million in 2024 to US$612.1 million in 2025. This increase was primarily driven by significant increases in commissions and interest income. Commissions.
Operating Cost and Expenses The following table sets forth our operating cost and expenses, both in absolute amount and as a percentage of total revenues, for the years indicated: 114 Table of Contents ​ For the years ended December 31,​ ​ 2022 2023 2024 ​ US$ % US$ % US$ % ​ (in thousands except for percentages)​ Execution and clearing 15,608 6.9 9,084 3.3 14,652 3.7 Employee compensation and benefits (including share-based compensation) 101,749 45.1 100,751 37.0 122,366 31.3 Occupancy, depreciation and amortization 9,013 4.0 9,387 3.4 8,554 2.2 Communication and market data 27,138 12.0 30,831 11.3 38,893 9.9 Marketing and branding 33,122 14.7 20,860 7.7 28,530 7.3 General and administrative 18,333 8.2 21,791 8.0 39,279 10.0 Total operating cost and expenses 204,963 90.9 192,704 70.7 252,274 64.4 Execution and clearing Execution and clearing expenses primarily include the fees we pay to clearing agents to execute and clear trades.
Operating Cost and Expenses The following table sets forth our operating cost and expenses, both in absolute amount and as a percentage of total revenues, for the years indicated: For the years ended December 31, 2023 2024 2025 US$ % US$ % US$ % (in thousands except for percentages) Execution and clearing 9,084 3.3 14,652 3.7 20,538 3.4 Employee compensation and benefits (including share-based compensation) 100,751 37.0 122,366 31.3 167,170 27.3 Occupancy, depreciation and amortization 9,387 3.4 8,554 2.2 10,491 1.7 Communication and market data 30,831 11.3 38,893 9.9 46,457 7.6 Marketing and branding 20,860 7.7 28,530 7.3 49,463 8.1 General and administrative 21,791 8.0 39,279 10.0 36,209 5.9 Total operating cost and expenses 192,704 70.7 252,274 64.4 330,328 54.0 Execution and clearing Execution and clearing expenses primarily include the fees we pay to clearing agents to execute and clear trades.
The increase of interest income in 2024 compared with 2023 was primarily the increase in margin financing and securities lending activities of our consolidated account customers. Other revenues We earn other revenues primarily from initial public offering (“IPO”) distribution service, currency exchange service and other service.
The increase of interest income in 2025 compared with 2024 was primarily due to the increase in margin financing and securities lending activities of our consolidated account customers, partially offset by decreased interest rates. Other revenues We earn other revenues primarily from fund management service, initial public offering (“IPO”) distribution service, currency exchange service and other service.
Employee compensation and benefits expenses were US$122.4 million in 2024, an increase of 21.5% from US$100.8 million in 2023, primarily due to an increase of global headcount to support our global expansion. We had 1,109 and 1,193 employees as of December 31, 2023 and 2024 respectively. Occupancy, depreciation and amortization.
Employee compensation and benefits expenses were US$167.2 million in 2025, an increase of 36.6% from US$122.4 million in 2024, primarily due to an increase of global headcount to support our global expansion. We had 1,193 and 1,346 employees as of December 31, 2024 and 2025 respectively. Occupancy, depreciation and amortization.
Cash flows The following table sets forth a summary of our cash flows for the periods presented: For the years ended December 31, 2022 2023 2024 US$ (in thousands) Summary Consolidated Statement of Cash Flows Data: Net cash provided by (used in) operating activities 258,061 (6,566 ) 827,978 Net cash used in investing activities (3,612 ) (7,751 ) (8,657 ) Net cash provided by financing activities 4,730 1,820 103,827 Increase (decrease) in cash and cash equivalents and restricted cash 259,179 (12,497 ) 923,148 Effect of exchange rate changes (4,335 ) (3,478 ) (4,642 ) Cash, cash equivalents and restricted cash at beginning of the year 1,700,885 1,955,729 1,939,754 Cash, cash equivalents and restricted cash at end of the year 1,955,729 1,939,754 2,858,260 Operating Activities Net cash provided by operating activities in 2024 was US$828.0 million, as compared to net income of US$61.4 million in 2024.
Cash flows The following table sets forth a summary of our cash flows for the periods presented: For the years ended December 31, 2023 2024 2025 US$ (in thousands) Summary Consolidated Statement of Cash Flows Data: Net cash (used in) provided by operating activities (6,566 ) 827,978 1,316,685 Net cash used in investing activities (7,751 ) (8,657 ) (5,749 ) Net cash provided by (used in) financing activities 1,820 103,827 (2,930 ) Increase (decrease) in cash and cash equivalents and restricted cash (12,497 ) 923,148 1,308,006 Effect of exchange rate changes (3,478 ) (4,642 ) 26,640 Cash, cash equivalents and restricted cash at beginning of the year 1,955,729 1,939,754 2,858,260 Cash, cash equivalents and restricted cash at end of the year 1,939,754 2,858,260 4,192,906 Operating Activities Net cash provided by operating activities in 2025 was US$1316.7 million, as compared to net income of US$171.5 million in 2025.
The following table sets forth the breakdown of our total revenues, both in absolute amount and as a percentage of our total revenues, for the years indicated: ​ For the years ended December 31,​ ​ 2022 2023 2024 ​ US$ % US$ % US$ % ​ (in thousands except for percentages)​ Revenues: ​ ​ ​ ​ ​ Commissions 108,118 48.0 92,594 34.0 159,045 40.6 Financing service fees 7,903 3.5 12,179 4.4 11,312 2.9 Interest income 85,150 37.8 149,291 54.8 191,755 49.0 Other revenues 24,195 10.7 18,444 6.8 29,430 7.5 Total revenues 225,366 100.0 272,508 100.0 391,542 100.0 Interest expense (18,669 ) (8.3 ) (46,958 ) (17.2 ) (60,804 ) (15.5 ) Total net revenues 206,697 91.7 225,550 82.8 330,738 84.5 Commissions 113 Table of Contents We earn commissions from the brokerage services we deliver for customers’ fully disclosed accounts and consolidated accounts.
The following table sets forth the breakdown of our total revenues, both in absolute amount and as a percentage of our total revenues, for the years indicated: 117 Table of Contents For the years ended December 31, 2023 2024 2025 US$ % US$ % US$ % (in thousands except for percentages) Revenues: Commissions 92,594 34.0 159,045 40.6 266,835 43.6 Financing service fees 12,179 4.4 11,312 2.9 10,723 1.7 Interest income 149,291 54.8 191,755 49.0 256,997 42.0 Other revenues 18,444 6.8 29,430 7.5 77,510 12.7 Total revenues 272,508 100.0 391,542 100.0 612,065 100.0 Interest expense (46,958 ) (17.2 ) (60,804 ) (15.5 ) (73,356 ) (12.0 ) Total net revenues 225,550 82.8 330,738 84.5 538,709 88.0 Commissions We earn commissions from the brokerage services we deliver for customers’ fully disclosed accounts and consolidated accounts.
The table below also sets forth a reconciliation of adjusted net income (loss), a non-GAAP financial measure, to GAAP net income (loss). 118 Table of Contents For the years ended December 31, 2022 2023 2024 US$ % US$ % US$ % (in thousands except for percentages) Consolidated results of operations Revenues: Commissions 108,118 48.0 92,594 34.0 159,045 40.6 Financing service fees 7,903 3.5 12,179 4.4 11,312 2.9 Interest income 85,150 37.8 149,291 54.8 191,755 49.0 Other revenues 24,195 10.7 18,444 6.8 29,430 7.5 Total revenues 225,366 100.0 272,508 100.0 391,542 100.0 Interest expense (18,669 ) (8.3 ) (46,958 ) (17.2 ) (60,804 ) (15.5 ) Total net revenues 206,697 91.7 225,550 82.8 330,738 84.5 Operating cost and expenses: Execution and clearing (15,608 ) (6.9 ) (9,084 ) (3.3 ) (14,652 ) (3.7 ) Employee compensation and benefits (including share-based compensation) (101,749 ) (45.1 ) (100,751 ) (37.0 ) (122,366 ) (31.3 ) Occupancy, depreciation and amortization (9,013 ) (4.0 ) (9,387 ) (3.4 ) (8,554 ) (2.2 ) Communication and market data (27,138 ) (12.0 ) (30,831 ) (11.3 ) (38,893 ) (9.9 ) Marketing and branding (33,122 ) (14.7 ) (20,860 ) (7.7 ) (28,530 ) (7.3 ) General and administrative (18,333 ) (8.2 ) (21,791 ) (8.0 ) (39,279 ) (10.0 ) Total operating cost and expenses (204,963 ) (90.9 ) (192,704 ) (70.7 ) (252,274 ) (64.4 ) Other income: 298 0.1 13,148 4.8 3,300 0.8 Income before income taxes 2,032 0.9 45,994 16.9 81,764 20.9 Income tax expense (4,289 ) (1.9 ) (12,987 ) (4.8 ) (20,410 ) (5.2 ) Net (loss) income (2,257 ) (1.0 ) 33,007 12.1 61,354 15.7 Add non-GAAP adjustments Share-based compensation 14,214 6.3 10,147 3.7 9,737 2.5 Impairment loss from equity investments 648 0.3 — — — — Adjusted Non-GAAP Net income 12,605 5.6 43,154 15.8 71,091 18.2 For discussion of 2022 and 2023 results, refer to the disclosures set forth under the heading “Item 5.
The table below also sets forth a reconciliation of adjusted net income, a non-GAAP financial measure, from GAAP net income. 122 Table of Contents For the years ended December 31, 2023 2024 2025 US$ % US$ % US$ % (in thousands except for percentages) Consolidated results of operations Revenues: Commissions 92,594 34.0 159,045 40.6 266,835 43.6 Financing service fees 12,179 4.4 11,312 2.9 10,723 1.7 Interest income 149,291 54.8 191,755 49.0 256,997 42.0 Other revenues 18,444 6.8 29,430 7.5 77,510 12.7 Total revenues 272,508 100.0 391,542 100.0 612,065 100.0 Interest expense (46,958 ) (17.2 ) (60,804 ) (15.5 ) (73,356 ) (12.0 ) Total net revenues 225,550 82.8 330,738 84.5 538,709 88.0 Operating cost and expenses: Execution and clearing (9,084 ) (3.3 ) (14,652 ) (3.7 ) (20,538 ) (3.4 ) Employee compensation and benefits (including share-based compensation) (100,751 ) (37.0 ) (122,366 ) (31.3 ) (167,170 ) (27.3 ) Occupancy, depreciation and amortization (9,387 ) (3.4 ) (8,554 ) (2.2 ) (10,491 ) (1.7 ) Communication and market data (30,831 ) (11.3 ) (38,893 ) (9.9 ) (46,457 ) (7.6 ) Marketing and branding (20,860 ) (7.7 ) (28,530 ) (7.3 ) (49,463 ) (8.1 ) General and administrative (21,791 ) (8.0 ) (39,279 ) (10.0 ) (36,209 ) (5.9 ) Total operating cost and expenses (192,704 ) (70.7 ) (252,274 ) (64.4 ) (330,328 ) (54.0 ) Other income: 13,148 4.8 3,300 0.8 (939 ) (0.1 ) Income before income taxes 45,994 16.9 81,764 20.9 207,442 33.9 Income tax expense (12,987 ) (4.8 ) (20,410 ) (5.2 ) (35,961 ) (5.9 ) Net income 33,007 12.1 61,354 15.7 171,481 28.0 Add non-GAAP adjustments Share-based compensation 10,147 3.7 9,737 2.5 15,609 2.6 Adjusted Non-GAAP Net income 43,154 15.8 71,091 18.2 187,091 30.6 For discussion of 2023 and 2024 results, refer to the disclosures set forth under the heading “Item 5.
This was positively impacted by (i) a decrease of US$415.1 million in receivables from brokers, dealers and clearing organizations resulting from the weaker global capital markets and (ii) the US$10.1 million recognized share-based compensation expenses resulting from the options granted to the management and employees. 122 Table of Contents Net cash provided by operating activities in 2022 was US$258.1 million, as compared to net loss of US$2.3 million in 2022.
This was positively impacted by (i) a decrease of US$415.1 million in receivables from brokers, dealers and clearing organizations resulting from the weaker global capital markets and (ii) the US$10.1 million recognized share-based compensation expenses resulting from the options granted to the management and employees.
Commissions were US$159.0 million in 2024, a 71.8% increase from US$92.6 million in 2023, driven by an increase in our user base and trading volume. Our trading volume increased from US$294.2 billion in 2023 to US$552.3 billion in 2024. Financing service fees.
Commissions were US$266.8 million in 2025, a 67.8% increase from US$159.0 million in 2024, driven by an increase in our user base and trading volume. Our trading volume increased from US$552.3 billion in 2024 to US$1,027.5 billion in 2025. Financing service fees.
We will continue to incur capital expenditures as needed to meet the expected growth of our business. Holding Company Structure UP Fintech is a holding company with no material operations of its own. We conduct our operations primarily through our New Zealand subsidiaries, U.S. subsidiaries, Singapore subsidiaries, and the VIEs and their respective subsidiaries in China.
Holding Company Structure UP Fintech is a holding company with no material operations of its own. We conduct our operations primarily through our New Zealand subsidiaries, U.S. subsidiaries, Singapore subsidiaries, Hong Kong subsidiaries and the VIEs and their respective subsidiaries in China.
Income tax expense We had income tax expense of US$20.4 million in 2024, compared with income tax expense of US$13.0 million in 2023, primarily due to the 77.8% year-over-year increase in our income before income tax expense.
The increase was primarily due to the increase of total revenues in 2025. Income tax expense We had income tax expense of US$36.0 million in 2025, compared with income tax expense of US$20.4 million in 2024, primarily due to the 153.7% year-over-year increase in our income before income tax expense.
In 2022, 2023 and 2024, the average annualized rate of financing service fees over the average balance of the margin loans provided by the clearing agents was 1.65%, 3.18% and 2.74%, respectively. The decrease of financing service fees in 2024 compared with 2023 was primarily due to a decrease in securities lending activities of our fully disclosed account customers.
In 2023, 2024 and 2025, the average annualized rate of financing service fees over the average balance of the margin loans provided by the clearing agents was 3.18%, 2.74% and 1.57%, respectively. The decrease of financing service fees in 2025 compared with 2024 was primarily due to decreased interest rates.
General and administrative General and administrative expenses primarily consist of intermediary service expenses, traveling expenses, business entertainment expenses and miscellaneous expenses relating to our facilities and other administrative expenses.
General and administrative General and administrative expenses primarily consist of intermediary service expenses, traveling expenses, business entertainment expenses and miscellaneous expenses relating to our facilities and other administrative expenses. Intermediary service fees primarily consist of fees we pay our professional service providers including our lawyers, accountants and consultants.
Dividends paid from US subsidiaries to their parent company of the US companies is incorporated are subject to US withholding tax at a rate of 30%. Cash dividends paid by a New Zealand incorporated company is subject to 5% withholding under the New Zealand-Singapore Double Tax Agreement. See “Item 3.
Cash dividends paid by a New 121 Table of Contents Zealand incorporated company are subject to a 5% withholding tax under the New Zealand-Singapore Double Tax Agreement. See “Item 3.
This was positively impacted by (i) an increase of US$1,763.9 million in receivables from brokers, dealers and clearing organizations resulting from an increase in our user base and (ii) an increase of US$313.9 million in receivables from customers resulting from an increase in our user base.
This was positively impacted by (i) an increase of US$1,763.9 million in receivables from brokers, dealers and clearing organizations resulting from an increase in our user base and (ii) an increase of US$313.9 million in receivables from customers resulting from an increase in our user base. 126 Table of Contents Net cash used in operating activities in 2023 was US$6.6 million, as compared to net income of US$33.0 million in 2023.
This increase was due to increased IT-related fees and an increase in our user base. Marketing and branding. Marketing and branding expenses were US$28.5 million in 2024, an increase of 36.8% from US$20.9 million in 2023, primarily due to higher marketing spending this year. General and administrative.
Communication and market data expenses were US$46.5 million in 2025, an increase of 19.4% from US$38.9 million in 2024. This increase was due to increased IT-related fees. Marketing and branding. Marketing and branding expenses were US$49.5 million in 2025, an increase of 73.4% from US$28.5 million in 2024, primarily due to higher marketing spending this year. General and administrative.
Interest income from securities lending activities increased by 10.2% from US$68.7 million in 2023 to US$75.7 million in 2024, interest income from margin financing activities increased by 37.9% from US$52.3 million in 2023 to US$72.2 million in 2024, which were mainly attributable to the increase in daily average securities lending and margin financing activities balance, respectively. Other revenues.
Interest income from securities lending activities increased by 123 Table of Contents 30.8% from US$75.7 million in 2024 to US$99.0 million in 2025, interest income from margin financing activities increased by 39.0% from US$72.2 million in 2024 to US$100.3 million in 2025, which were mainly attributable to the increase in daily average securities lending and margin financing activities balance, respectively.
Singapore Our subsidiaries incorporated in Singapore are subject to an income tax rate of 17% for taxable income earned in Singapore. Singapore does not impose a withholding tax on dividends for resident companies. Australia 116 Table of Contents Our subsidiaries located in Australia are subject to an income tax rate of 30% for taxable income earned in Australia.
Income and expenses derived from qualifying financial activities is subject to tax at 13.5% concessionary tax rate. Singapore does not impose a withholding tax on dividends for resident companies. Australia Our subsidiaries located in Australia are subject to an income tax rate of 30% for taxable income earned in Australia.
Unfavorable changes in any of these general financial and regulatory conditions, reduction in trading volume in the U.S. and Hong Kong stocks and other financial instruments, unfavorable currency fluctuations and volatility of the trading activity on exchanges in the United States and other countries could negatively affect demand for our services and materially and adversely affect our results of operations. 112 Table of Contents In addition, we believe our results of operations are more directly affected by company specific factors, including our ability to: maintain and expand our customer base globally, maintain and enhance customer engagement, earn commissions for brokerage services and interest income or financing service fees for margin financing, effectively improve technology infrastructure and serve more consolidated accounts, develop a diverse customer base and offer new and innovative products and services, and operate in a cost-effective manner.
In addition, we believe our results of operations are more directly affected by company specific factors, including our ability to: maintain and expand our customer base globally, maintain and enhance customer engagement, earn commissions for brokerage services and interest income or financing service fees for margin financing, effectively improve technology infrastructure and serve more consolidated accounts, develop a diverse customer base and offer new and innovative products and services, and operate in a cost-effective manner.
Financing service fees from securities lending activities decreased by 32.7% from US$1.1 million in 2023 to US$0.7 million in 2024. Interest income. Interest income was US$191.8 million in 2024, up 28.4% from US$149.3 million in 2023.
Financing service fees from securities lending activities increased by 24.0% from US$0.7 million in 2024 to US$0.9 million in 2025. Interest income. Interest income was US$257.0 million in 2025, up 34.0% from US$191.8 million in 2024.
Financing service fees were US$11.3 million in 2024, a decrease of 7.1% from US$12.2 million in 2023, primarily due to a decrease in securities lending activities of our fully disclosed account customers. Financing service fees from margin financing activities decreased by 4.6% from US$11.1 million in 2023 to US$10.6 million in 2024.
Financing service fees were US$10.7 million in 2025, a decrease of 5.2% from US$11.3 million in 2024, primarily due to decreased interest rates. Financing service fees from margin financing activities decreased by 7.3% from US$10.6 million in 2024 to US$9.8 million in 2025.
Intermediary service fees primarily consist of fees we pay our professional service providers including our lawyers, accountants and consultants. 115 Table of Contents Income before income taxes The following table sets forth our income before income taxes, both in absolute amount and as a percentage of our total revenues, for the years indicated. ​ For the years ended December 31,​ ​ 2022 2023 2024 ​ US$ % US$ % US$ % ​ (in thousands except for percentages)​ Total revenues 225,366 100.0 272,508 100.0 391,542 100.0 Interest expense (18,669 ) (8.3 ) (46,958 ) (17.2 ) (60,804 ) (15.5 ) Total net revenues 206,697 91.7 225,550 82.8 330,738 84.5 Total operating cost and expenses (204,963 ) (90.9 ) (192,704 ) (70.7 ) (252,274 ) (64.4 ) Other income 298 0.1 13,148 4.8 3,300 0.8 Income before income taxes 2,032 0.9 45,994 16.9 81,764 20.9 Cybersecurity For the years ended December 31, 2022, 2023 and 2024, US$0.4 million, US$0.6 million and US$0.6 million of cybersecurity mitigation costs have been expensed (excluding labor costs), respectively.
For the years ended December 31, 2023 2024 2025 US$ % US$ % US$ % (in thousands except for percentages) Total revenues 272,508 100.0 391,542 100.0 612,065 100.0 Interest expense (46,958 ) (17.2 ) (60,804 ) (15.5 ) (73,356 ) (12.0 ) Total net revenues 225,550 82.8 330,738 84.5 538,709 88.0 Total operating cost and expenses (192,704 ) (70.7 ) (252,274 ) (64.4 ) (330,328 ) (54.0 ) Other income 13,148 4.8 3,300 0.8 (939 ) (0.1 ) Income before income taxes 45,994 16.9 81,764 20.9 207,442 33.9 Cybersecurity For the years ended December 31, 2023, 2024 and 2025, US$0.6 million, US$0.6 million and US$3.0 million of cybersecurity mitigation costs have been expensed (excluding labor costs), respectively.
The difference was primarily attributable to (i) an increase of US$159.7 million in financial instruments held at fair value, (ii) an increase of US$77.2 million in receivables from brokers, dealers and clearing organizations resulting from an increase in our user base, and (iii) a decrease of US$32.2 million in payables to brokers, dealers and clearing organizations resulting from the decreased borrowed margin activities from brokers.
The difference was primarily attributable to (i) an increase of US$1,521.3 million in amounts payables to customers resulting from resulting from an increase in our user base, and (ii) a decrease of US$272.8 million in receivables from brokers, dealers and clearing organizations resulting from the increased borrowed margin activities form brokers.
Net cash used in operating activities in 2023 was US$6.6 million, as compared to net income of US$33.0 million in 2023.
Net cash provided by operating activities in 2024 was US$828.0 million, as compared to net income of US$61.4 million in 2024.
Revenue from currency exchange service is charged to our clients for providing currency exchange service, which was recorded upon the time when the services are rendered to customers. We also earn revenue from promotional and advertisement services, and financial advisory service rendered to customers, which are recorded over the period of service provided.
IPO distribution revenue is generally recognized when the services are completed. Revenue from currency exchange service is charged to our clients for providing currency exchange service, which was recorded upon the time when the services are rendered to customers.
Our critical accounting estimates are described below. The critical accounting estimates should be read in conjunction with our risk factors as disclosed in “Item 3. Key Information—D.
Our critical accounting estimates are described below. The critical accounting estimates should be read in conjunction with our risk factors as disclosed in “Item 3. Key Information—D. Risk Factors.” See Note 2 to our consolidated financial statements for the year ended December 31, 2025 for more information on our significant accounting policies.
Risk Factors.” See Note 2 to our consolidated financial statements for the year ended December 31, 2024 for more information on our significant accounting policies. 124 Table of Contents Provision of income tax and valuation allowance for deferred tax asset Significant judgment is required in determining income tax expense based on tax laws in the various jurisdictions in which we operate.
Provision of income tax and valuation allowance for deferred tax asset 128 Table of Contents Significant judgment is required in determining income tax expense based on tax laws in the various jurisdictions in which we operate.
Net cash provided by financing activities in 2023 was US$1.8 million, consisting primarily of proceeds of US$1.7 million received from redeemable non-controlling interests. Net cash provided by financing activities in 2022 was US$4.7 million, consisting primarily of proceeds of US$4.4 million received from redeemable non-controlling interests.
Net cash provided by financing activities in 2023 was US$1.8 million, consisting primarily of proceeds of US$1.7 million received from redeemable non-controlling interests. Capital Expenditures Our capital expenditures were primarily incurred for purchases of servers, equipment and software. Historically, the amount of our capital expenditures has been small.
Interest expense We pay interest expense by borrowing from other licensed financial institutions and other parties to fund our margin financing business, securities borrowing and lending activities.
We also earn revenue from promotional and advertisement services, and financial advisory service rendered to customers, which are recorded over the period of service provided. Interest expense We pay interest expense by borrowing from other licensed financial institutions and other parties to fund our margin financing business, securities borrowing and lending activities.
Interest expense was US$60.8 million in 2024, an increase of 29.5% from US$47.0 million in 2023 due to increased margin financing and securities lending activities balance.
Interest expense was US$73.4 million in 2025, an increase of 20.6% from US$60.8 million in 2024 due to the increase in margin financing and securities lending activities, partially offset by decreased interest rates.
Revenues from the IPO distribution service are derived from IPO underwriting fees and new share subscription service fees in relation to IPOs in the USA and Hong Kong capital markets. IPO distribution revenue is generally recognized when the services are completed.
Wealth management service is mainly derived from fund management which the Company act as a fund manager mainly in Singapore. Revenues from the IPO distribution service are derived from IPO underwriting fees and new share subscription service fees in relation to IPOs in the USA and Hong 118 Table of Contents Kong capital markets.
Net income As a result of the foregoing, our net income was US$61.4 million in 2024, as compared to a net income of US$33.0 million in 2023. 120 Table of Contents Adjusted net income, which excluded share-based compensation and impairment loss from equity investments, was US$71.1 million in 2024, as compared to US$43.2 million in 2023.
Net income As a result of the foregoing, our net income was US$171.5 million in 2025, as compared to a net income of US$61.4 million in 2024. 124 Table of Contents Adjusted net income, which excluded share-based compensation was US$187.1 million in 2025, as compared to US$71.1 million in 2024. See “Non-GAAP Financial Measure” for more information.
Net cash used in investing activities in 2022 was US$3.6 million, consisting primarily of the purchase of property, equipment and intangible assets of US$4.9 million, partially offset by maturity of term deposits of US$2.1 million. Financing Activities Net cash provided by financing activities in 2024 was US$103.8 million, consisting primarily of net proceeds of US$103.7 million from follow-on public offering.
Financing Activities Net cash used in financing activities in 2025 was US$2.9 million, consisting primarily of US$3.0 million used in repurchase of preferred shares from redeemable non-controlling interests. Net cash provided by financing activities in 2024 was US$103.8 million, consisting primarily of net proceeds of US$103.7 million from follow-on public offering.
This was primarily due to the increase in margin financing and securities lending activities and the increase in interest income 119 Table of Contents from bank deposits.
This was primarily due to the increase in margin financing and securities lending activities of our consolidated account customers, partially offset by decreased interest rates.
Capital Expenditures Our capital expenditures were primarily incurred for purchases of servers, equipment and software. Historically, the amount of our capital expenditures has been small. Our capital expenditures were US$4.9 million, US$2.8 million and US$1.6 million in 2022, 2023 and 2024, respectively. We intend to fund our future capital expenditures with our existing cash balance.
Our capital expenditures were US$2.8 million, US$1.6 million and US$5.5 million in 2023, 2024 and 2025, respectively. We intend to fund our future capital expenditures with our existing cash balance. We will continue to incur capital expenditures as needed to meet the expected growth of our business.
Income before income taxes We had a profit before income taxes of US$81.8 million in 2024, compared with US$46.0 million in 2023. The increase was primarily due to the increase of total revenues in 2024.
General and administrative expenses were US$36.2 million in 2025, a decrease of 7.8% from US$39.3 million in 2024 due to a decrease in bad debt expense. Income before income taxes We had a profit before income taxes of US$207.4 million in 2025, compared with US$81.8 million in 2024.
This was positively impacted by (i) an increase of US$486.9 million in amounts payables to customers resulting from an increase in our user base, (ii) a decrease of US$19.8 million in receivables from customers due to the decrease in margin financing and securities lending activities, and (iii) the US$14.2 million recognized share-based compensation expenses resulting from the options granted to the management and employees.
This was positively impacted by (i) an increase of US$730.7 million in receivables from customers resulting from an increase in our user base, and (ii) an increase of US$18.3 million in Prepaid expenses and other current assets resulting from an increase in receivables from our wealth management income.
Occupancy, depreciation and amortization expenses were US$8.6 million in 2024, a decrease of 8.9% from US$9.4 million in 2023 due to the decrease in office rent price. Communication and market data. Communication and market data expenses were US$38.9 million in 2024, an increase of 26.1% from US$30.8 million in 2023.
Occupancy, depreciation and amortization expenses were US$10.5 million in 2025, an increase of 22.6% from US$8.6 million in 2024. The increase was primarily driven by higher lease-related costs and depreciation of leasehold improvements associated with the expansion of office space, which was undertaken to support our global expansion. Communication and market data.
Removed
Other revenues were US$29.4 million in 2024, an increase of 59.6% from US$18.4 million in 2023. The increase was primarily due to the increase in IPO distribution income and currency exchange services income driven by a more active market environment. Interest expense.
Added
Unfavorable changes in any of these general financial and regulatory conditions, reduction in trading volume in the U.S. and Hong Kong stocks and other financial instruments, unfavorable currency fluctuations and volatility of the trading activity on exchanges in the United States and other countries could negatively affect demand for our services and materially and adversely affect our results of operations.
Removed
General and administrative expenses were US$39.3 million in 2024, an increase of 80.2% from US$21.8 million in 2023 due to an increase in bad debt expense. For the years ended December 31, 2023 and 2024, we recorded US$0.3 million and US$14.3 million of allowance for doubtful accounts, respectively.
Added
Income before income taxes The following table sets forth our income before income taxes, both in absolute amount and as a percentage of our total revenues, for the years indicated.
Added
As discussed in Item 16K. Cybersecurity, On July 10, 2025, we experienced a ransomware attack, resulting in restrictions of access to certain office environment shared folders. For the year ended December 31, 2025, we incurred approximately $1.86 million of costs related to remediation, restoration, communications, investigation and analysis, legal services, and other related expenses on such incident.
Added
Singapore Our subsidiaries incorporated in Singapore are subject to an income tax rate of 17% for taxable income earned in Singapore. In particular, Tiger Brokers (Singapore) Pte Ltd has been awarded the Financial Sector Incentive Standard-Tier (FSI-ST) scheme with effect from 1 January 2025 to 31 December 2029.
Added
Other revenues. Other revenues were US$77.5 million in 2025, an increase of 163.4% from US$29.4 million in 2024.
Added
The increase was primarily due to the increase in our wealth management service revenue, which is mainly derived from fund management which the Company act as a fund manager mainly in Singapore, and increase in IPO distribution income supported by a rebound in Hong Kong IPO activity during the year. Interest expense.
Added
Investing Activities Net cash used in investing activities in 2025 was US$5.7 million, consisting primarily of the purchase of property, equipment and intangible assets of US$5.5 million.

Item 6. [Reserved]

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

37 edited+6 added−11 removed42 unchanged
Mr. Wu is the founder and CEO of Beijing Rongke since June 2014. Between 2005 and 2014, Mr. Wu served at Youdao of NetEase Inc., where he was responsible for core search. Mr. Wu has received many honors in the business world. He currently serves as a director for Up Fintech International Limited. Mr.
Wu is the founder and CEO of Beijing Rongke since June 2014. Between 2005 and 2014, Mr. Wu served at Youdao of NetEase Inc., where he was responsible for core search. Mr. Wu has received many honors in the business world. He currently serves as a director for Up Fintech International Limited. Mr.
Risk Factors” of this Annual Report on Form 20-F for more information about risks associated with our dual-class share structure. For a description of arrangements for involving employees in the capital of the Company, see Item 6.B. F . Disclosure of a registrant’s action to recover erroneously awarded compensation. Not applicable. 133 Table of Contents
Risk Factors” of this Annual Report on Form 20-F for more information about risks associated with our dual-class share structure. For a description of arrangements for involving employees in the capital of the Company, see Item 6.B. F . Disclosure of a registrant’s action to recover erroneously awarded compensation. Not applicable. 137 Table of Contents
The audit committee is responsible for, among other things: • appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; • reviewing with the independent auditors any audit problems or difficulties and management’s response; 129 Table of Contents • discussing the annual audited financial statements with management and the independent auditors; • reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures; • reviewing and approving all proposed related party transactions; • meeting separately and periodically with management and the independent auditors; and • monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.​ Compensation Committee.
The audit committee is responsible for, among other things: • appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; • reviewing with the independent auditors any audit problems or difficulties and management’s response; • discussing the annual audited financial statements with management and the independent auditors; • reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures; • reviewing and approving all proposed related party transactions; • meeting separately and periodically with management and the independent auditors; and • monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.
We may terminate employment for cause, for certain acts of the executive officer, such as conviction or plea of guilty to a felony or any crime involving moral turpitude, or a continued failure to perform 128 Table of Contents agreed duties. We may also terminate an executive officer’s employment without cause upon 60-day prior written notice.
We may terminate employment for cause, for certain acts of the executive officer, such as conviction or plea of guilty to a felony or any crime involving moral turpitude, or a continued failure to perform agreed duties. We may also terminate an executive officer’s employment without cause upon 60-day prior written notice.
The committee(s) or the full board of directors will determine all or a part of the matters related to the 2019 Plan, including but not limited to: the participants to receive awards, the form, type and number of awards to be granted to each participant, and the terms and conditions of each award grant. Award Agreement.
The committee(s) or the full board of directors will determine all or a part of the matters related to the 2019 Plan, including but not limited to: the participants to receive awards, the form, type and number of awards to be granted to each participant, and the terms and conditions of each award grant. 131 Table of Contents Award Agreement.
Tianhua Wu has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, the shares held by Sky Fintech Holding Limited in our company. 5. On September 6, 2023, Mr.
Tianhua Wu has the power to direct the trustee with respect to the retention or disposal of, and the exercise of any voting and other rights attached to, the shares held by Sky Fintech Holding Limited in our company. 136 Table of Contents 5. On September 6, 2023, Mr.
A director will be removed from office automatically if, among other things, the director (i) becomes bankrupt or makes any arrangement or composition with his creditors; or (ii) is found by our company to be or becomes of unsound mind.
A director will be removed from office automatically if, among other things, the director (i) becomes 134 Table of Contents bankrupt or makes any arrangement or composition with his creditors; or (ii) is found by our company to be or becomes of unsound mind.
Our compensation committee is responsible for periodically reviewing the Company’s compensation policies and practices in order to assess whether such policies and practices create risks that are reasonably likely to have a material adverse effect on the Company. D. Employees We had 1,040 and 1,109 employees as of December 31, 2022 and 2023 respectively.
Our compensation committee is responsible for periodically reviewing the Company’s compensation policies and practices in order to assess whether such policies and practices create risks that are reasonably likely to have a material adverse effect on the Company. D. Employees We had 1,109 and 1,193 employees as of December 31, 2023 and 2024 respectively.
There are no agreements or understanding between the directors and members of senior management and any of our major shareholders, customers, suppliers or other persons pursuant to which such directors and members of senior management were selected as directors or members of senior management. B.
There are no agreements or understanding between the directors and members of senior management and any of our major shareholders, customers, suppliers or other persons pursuant to which such directors and members of senior management were selected as directors or members of senior management. 130 Table of Contents B.
Audit Committee. Our audit committee consists of Mr. Chia Hung Yang, Mr. Jian Liu and Mr. Ming Liao. Mr. Chia Hung Yang is the chairman of our audit committee. We have determined that Mr. Chia Hung Yang, Mr. Jian Liu and Mr.
Audit Committee. Our audit committee consists of Mr. Chia Hung Yang and Mr. Jian Liu. Mr. Chia Hung Yang is the chairman of our audit committee. We have determined that Mr. Chia Hung Yang and Mr.
Ming Liao satisfy the “independence” requirements of Rule 5605(c)(2) of the Listing Rules of The Nasdaq Stock Market LLC and Rule 10A-3 under the Exchange Act. We have determined that Mr. Chia Hung Yang qualifies as an “audit committee financial expert”.
Jian Liu satisfy the “independence” requirements of Rule 5605(c)(2) of the Listing Rules of The Nasdaq Stock Market LLC and Rule 10A-3 under the Exchange Act. We have determined that Mr. Chia Hung Yang qualifies as an “audit committee financial expert”.
Nominating and Corporate Governance Committee. Our nominating and corporate governance committee consists of Mr. Tianhua Wu, Mr. John Fei Zeng and Mr. Lei Fang. Mr. Tianhua Wu is the chairman of our nominating and corporate governance committee.
Nominating and Corporate Governance Committee. Our nominating and corporate governance committee consists of Mr. Tianhua Wu and Mr. John Fei Zeng. Mr. Tianhua Wu is the chairman of our nominating and corporate governance committee.
Wu, with the voting rights entrusted to him under the 2018 and 2019 Performance Incentive Plan, is able to exercise 49.60% of the aggregate voting power of our total issued and outstanding share capital. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights.
Tianhua Wu, with the voting rights entrusted to him under the 2018 and 2019 Performance Incentive Plan, is able to exercise 48.58% of the aggregate voting power of our total issued and outstanding share capital. Holders of Class A ordinary shares and Class B ordinary shares have the same rights except for voting and conversion rights.
Tianhua Wu; and (ii) 53,225,550 Class A Ordinary Shares in the form of ADSs issued under the UP Fintech Holding Limited Share Incentive Plan and the UP Fintech Holding Limited 2019 Performance Incentive Plan of the Issuer (the “Plans”) with the voting rights attached thereto irrevocably entrusted to Mr. Tianhua Wu. 4.
Tianhua Wu; and (ii) 46,098,735 Class A Ordinary Shares in the form of ADSs issued under the UP Fintech Holding Limited Share Incentive Plan and the UP Fintech Holding Limited 2019 Performance Incentive Plan of the Issuer (the “Plans”) with the voting rights attached thereto irrevocably entrusted to Mr. Tianhua Wu. 4.
Our compensation committee consists of Mr. Tianhua Wu, Mr. John Fei Zeng and Mr. Lei Fang. Mr. Tianhua Wu is the chairman of our compensation committee. The compensation committee assists the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers.
Compensation Committee. Our compensation committee consists of Mr. Tianhua Wu and Mr. John Fei Zeng. Mr. Tianhua Wu is the chairman of our compensation committee. The compensation committee assists the board in 133 Table of Contents reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers.
Our directors also have a duty to exercise the care, diligence and skills 130 Table of Contents that a reasonably prudent person would exercise in comparable circumstances.
Our directors also have a duty to exercise the care, diligence and skills that a reasonably prudent person would exercise in comparable circumstances.
The maximum aggregate number of Class A ordinary shares that could be issued pursuant to all awards under the 2019 Plan and 2018 Share Incentive Plan was 568,287,985 as of March 2025 (not accounting for future increases under the Evergreen Option) and the Company issued 413,432,187 Class A ordinary shares to the Plans as of March 2025.
The maximum aggregate number of Class A ordinary shares that could be issued pursuant to all awards under the 2019 Plan and 2018 Share Incentive Plan was 568,287,985 as of March 2026 (not accounting for future increases under the Evergreen Option) and the Company issued 455,483,757 Class A ordinary shares to the Plans as of March 2026.
Compensation Compensation of Directors and Executive Officers In 2024, we paid an aggregate of RMB2.3 million (US$0.3 million), HKD1.3 million (US$0.2 million) and US$0.2 million in cash to our executive officers and directors, and US$0.2 million to our non-executive directors.
Compensation Compensation of Directors and Executive Officers In 2025, we paid an aggregate of RMB2.2 million (US$0.3 million), HKD3.7 million (US$0.5 million) and US$0.2 million in cash to our executive officers and directors, and US$0.2 million to our non-executive directors.
We have a dual-class share structure. Our outstanding ordinary shares consist of Class A ordinary shares and Class B ordinary shares, and Mr. Tianhua Wu and his family beneficially own all of our issued Class B ordinary shares through Sky Fintech Holding Limited, of which he is the director, and Mr.
Tianhua Wu and his family beneficially own all of our issued Class B ordinary shares through Sky Fintech Holding Limited, of which he is the director, and Mr.
Share Ownership The following table sets forth information with respect to the beneficial ownership, within the meaning of rules and regulations of the SEC, of our ordinary shares, on a fully diluted and as-converted basis, as of March 31, 2025, by: • each of our directors and executive officers; and • each person known to us to own beneficially more than 5% of our ordinary shares.
Share Ownership The following table sets forth information with respect to the beneficial ownership, within the meaning of rules and regulations of the SEC, of our ordinary shares, on a fully diluted and as-converted basis, as of March 31, 2026, by: • each of our directors and executive officers; and • each person known to us to own beneficially more than 5% of our ordinary shares. 135 Table of Contents Beneficial ownership includes the power to direct the voting or the disposition of the securities or to receive the economic benefit of ownership of the securities.
As of March 31, 2025, 359,939,736 Class A ordinary shares have been granted, excluding awards that were forfeited or cancelled after the relevant grant dates.
As of March 31, 2026, 388,632,106 Class A ordinary shares have been granted, excluding awards that were forfeited or cancelled after the relevant grant dates.
Directors and Executive Officers Age Position/Title Tianhua Wu 40 Chief Executive Officer and Director John Fei Zeng 45 Chief Financial Officer and Director Lei Fang 37 Director Jian Liu 53 Independent director Chia Hung Yang 62 Independent director Ming Liao 53 Independent director Mr. Tianhua Wu has served as our Chief Executive Officer, or CEO, and director since January 2018.
Directors and Executive Officers Age Position/Title Tianhua Wu 41 Chief Executive Officer and Director John Fei Zeng 46 Chief Financial Officer and Director Jian Liu 54 Independent director Chia Hung Yang 63 Independent director Mr. Tianhua Wu has served as our Chief Executive Officer, or CEO, and director since January 2018. Mr.
The Form 144 pertained to the total number of 10 million ADSs associated with TIGR call options proposed for sale under Mr. Wu's Rule 10b5-1 plan. As of March 31, 2025, 42,577 call option contracts were exercised resulted in the sale of 4,257,700 ADSs and 30,000 put option contracts were exercised resulted in the purchase of 3,000,000 ADSs.
The Form 144 pertained to the total number of 10 million ADSs associated with TIGR call options proposed for sale under Mr. Wu's Rule 10b5-1 plan. As of March 31, 2026, 79,671 call option contracts were exercised resulted in the sale of 7,967,100 ADSs and 51,671 put option contracts were exercised resulted in the purchase of 5,167,100 ADSs. 6.
In addition, as of the date of March 31, 2025, options to purchase 127 Table of Contents 200,730,744 and 23,297,416 Class A ordinary shares have been granted and are outstanding, along with 233,101,847 and 86,840,537 restricted share units have been granted and are unvested. The following paragraphs describe the principal terms of the 2019 Plan. Types of Awards.
In addition, as of the date of March 31, 2026, options to purchase 200,730,744 and 23,082,466 Class A ordinary shares have been granted and are outstanding, along with 265,173,192 and 87,949,755 restricted share units have been granted and are unvested. The following paragraphs describe the principal terms of the 2019 Plan. Types of Awards.
Board Diversity Matrix Board Diversity Matrix (As of March 31, 2025) Country of Principal Executive Offices Singapore Foreign Private Issuer Yes Disclosure Prohibited under Home Country Law No Total Number of Directors 6 Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 0 6 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0 The Company is committed to evaluating board candidates in light of the current composition of the board and to considering characteristics such as independence, knowledge, skills, experience and diversity.
A director may not exercise all the powers of our company to borrow money, mortgage its business, property and uncalled capital and issue debentures or other securities whenever money is borrowed or as security for any obligation of our company or of any third party. 132 Table of Contents Board Diversity Matrix Board Diversity Matrix (As of March 31, 2026) Country of Principal Executive Offices Singapore Foreign Private Issuer Yes Disclosure Prohibited under Home Country Law No Total Number of Directors 4 Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 0 4 0 0 Part II: Demographic Background Underrepresented Individual in Home Country Jurisdiction 0 LGBTQ+ 0 Did Not Disclose Demographic Background 0 The Company is committed to evaluating board candidates in light of the current composition of the board and to considering characteristics such as independence, knowledge, skills, experience and diversity.
As of December 31, 2024, we had 1,193 employees, with 956 based in Chinese mainland and Hong Kong, 83 based in the United States, 89 based in Singapore, 42 based in New Zealand, 20 based in Australia and 3 based in another country. Below is a breakdown of employees by their departments as of December 31, 2024.
As of December 31, 2025, we had 1,346 employees, with 1,031 based in Chinese mainland and Hong Kong, 104 based in the United States, 144 based in Singapore, 40 based in New Zealand, and 27 based in Australia. Below is a breakdown of employees by their departments as of December 31, 2025.
Name Class A Ordinary Shares Underlying Outstanding Awards Exercise Price or Purchase Price (US$/Share) Date of Grant Date of Expiration Lei Fang US$0.00001 October 1, 2015 September 30, 2025 US$0.00001 January 4, 2016 January 3, 2026 US$0.00001 April 1, 2016 March 31, 2026 US$0.0001 October 1, 2018 September 30, 2028 * US$0.20000 January 1, 2019 December 31, 2028 Chia Hung Yang * January 23, 2023 January 22, 2033 Jian Liu April 15, 2021 April 14, 2031 * ​ March 19, 2022 March 18, 2032 Ming Liao * January 10, 2024 January 9, 2034 * Less than 1% of our total outstanding Class A ordinary shares.
Name Class A Ordinary Shares Underlying Outstanding Awards Exercise Price or Purchase Price (US$/Share) Date of Grant Date of Expiration Chia Hung Yang * January 23, 2023 January 22, 2033 Jian Liu April 15, 2021 April 14, 2031 March 19, 2022 March 18, 2032 * March 19, 2026 March 18, 2036 * Less than 1% of our total outstanding Class A ordinary shares.
Our Class A ordinary shares and Class B ordinary shares vote together as a single class on all matters submitted to a vote of our shareholders, except as may otherwise be required by law. * Less than 1% of our total outstanding shares 1.
Our Class A ordinary shares and Class B ordinary shares vote together as a single class on all matters submitted to a vote of our shareholders, except as may otherwise be required by law. 1. The numbers set forth in this column include Class A shares represented by our outstanding ADSs held by each shareholder. 2.
Zeng obtained a B.S. degree in business administration from the University of Southern California and a MBA from New York University. Mr. Lei Fang has served as our director since June 2018. Mr. Fang has served as a vice president of Beijing Rongke since 2016.
Zeng obtained a B.S. degree in business administration from the University of Southern California and a MBA from New York University. Mr. Jian Liu has served as our independent director since our initial public offering in March 2019. Since 2017, Mr.
Department Number of employees % of total Research and development and technology 534 44.8% Compliance, legal and finance 135 11.3% Business and customer support 163 13.7% Marketing 112 9.4% Operations 84 7.0% General and administration 165 13.8% Total 1,193 100.0% 131 Table of Contents We enter into individual employment contracts with selected employees to cover matters including non-competition and confidentiality arrangements.
Department Number of employees % of total Research and development and technology 593 44.1% Compliance, legal and finance 129 9.6% Business and customer support 244 18.1% Marketing 143 10.6% Operations 75 5.6% General and administration 162 12.0% Total 1,346 100.0% We enter into individual employment contracts with selected employees to cover matters including non-competition and confidentiality arrangements.
Yang has also served as EHang Holdings Limited’s (Nasdaq: EH) board director since December 2019 and as EHang’s chief financial officer since September 2023. From 2007 to 2017, Mr. Yang served in several chief financial officer positions at US-listed companies including Tuniu Corporation (Nasdaq: TOUR), E-Commerce China Dangdang Inc., and AirMedia Group Inc. Mr.
Chia Hung Yang (Conor Yang) has served as our independent director since January 2023. Mr. Yang has also served as EHang Holdings Limited’s (Nasdaq: EH) board director since December 2019 and as EHang’s chief financial officer since September 2023. From 2007 to 2017, Mr.
Yang currently also serves as an independent director of Ehang Holdings Limited (Nasdaq: EH), I-Mab (Nasdaq: IMAB), iQIYI, Inc. (Nasdaq: IQ), Tongcheng Travel Holdings Limited (HKSE: 0780) and Smart Share Global Limited (Nasdaq: EM). Mr. Yang received his master’s degree in business administration from the University of California, Los Angeles (UCLA). Mr.
(Nasdaq: IQ), Tongcheng Travel Holdings Limited (HKSE: 0780) and Smart Share Global Limited (Nasdaq: EM). Mr. Yang received his master’s degree in business administration from the University of California, Los Angeles (UCLA). There are no familial relationships among any of the Company’s directors or senior managers set forth above.
Liu served as a general manager, vice president and partner of the investment banking division of Hejun Group Co., Ltd., formerly known as Beijing Hejun Venture Advising Co. Ltd., a managing director of Guangzhou Bianjia Brothers Enterprise Investment Management Co., Ltd., a managing director of Huaxia Keystone Financial Consulting Co., Ltd., and a director of Guangdong Hengxing Group. Mr.
Liu has served as the Assistant Dean of the Institute of Financial Technology of Tsinghua University and the Deputy Director of Sunshine Internet Finance Innovation Research Center. Prior to that, Mr. Liu served as a general manager, vice president and partner of the investment banking division of Hejun Group Co., Ltd., formerly known as Beijing Hejun Venture Advising Co.
Yang was the chief executive officer of Rock Mobile Corporation from 2004 to 2007, and the chief financial officer of the Asia Pacific region for Cellstar Asia Corporation from 1999 to 2004. Prior to that, Mr. Yang was a senior banker at Goldman Sachs (Asia) L.L.C., Lehman Brothers Asia Limited and Morgan Stanley Asia Limited from 1992 to 1999. Mr.
Prior to that, Mr. Yang was a senior banker at Goldman Sachs (Asia) L.L.C., Lehman Brothers Asia Limited and Morgan Stanley Asia Limited from 1992 to 1999. Mr. Yang currently also serves as an independent director of Ehang Holdings Limited (Nasdaq: EH), I-Mab (Nasdaq: IMAB), iQIYI, Inc.
Name ADS Number Percentage of Class Class A Number 1 Shares Percentage of Class Class B Number Shares Percentage of Class Total Percentage Voting Power Major Shareholders ​ ​ Xiaomi Corporation 2 — — 123,411,392 4.56% — — 2.75% Directors and Executive Officers ​ ​ Tianhua Wu 3 4 5 18,290,670 10.78% 274,360,050 10.14% 97,611,722 100% 49.60% John Fei Zeng * * * * — — — Lei Fang * * * * — — — Ming Liao — — — — — — — Chia Hung Yang — — — — — — — Jian Liu * * * * — — — All directors and executive officers as a group 20,149,066 11.87% 302,236,035 11.17% 97,611,722 100% 50.22% Notes: For each person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of our Class A and Class B ordinary shares as a single class.
Name ADS Number Percentage of Class Class A Number 1 Shares Percentage of Class Class B Number Shares Percentage of Class Total Percentage Voting Power Major Shareholders Avenir View Limited 2 10,667,580 5.88% 160,013,700 5.82% — — 3.54% Directors and Executive Officers Tianhua Wu 3 4 5 16,273,249 8.97% 244,098,735 8.88% 97,611,722 100% 48.58% John Fei Zeng 6 533,333 0.29% 7,999,995 0.29% — — — Chia Hung Yang 19,999 0.01% 299,985 0.01% — — — Jian Liu 45,332 0.02% 679,980 0.02% — — — All directors and executive officers as a group 16,871,913 9.30% 253,078,695 9.21% 97,611,722 100% 48.78% Notes: For each person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of our Class A and Class B ordinary shares as a single class.
Fast Pace Limited, in turn, fully owns People Better Limited, which directly holds shares in our company. 132 Table of Contents 3. Representing (i) 221,134,500 Class A Ordinary Shares in the form of ADSs which are beneficially owned by Mr.
Representing (i) 198,000,000 Class A Ordinary Shares in the form of ADSs which are beneficially owned by Mr.
Liu received an EMBA degree from the School of Economics and Management of Tsinghua University and a bachelor’s degree in law from Xiamen University. Mr. Chia Hung Yang (Conor Yang) has served as our independent director since January 2023. Mr.
Ltd., a managing director of Guangzhou Bianjia Brothers Enterprise Investment Management Co., Ltd., a managing director of Huaxia Keystone Financial Consulting Co., Ltd., and a director of Guangdong Hengxing Group. Mr. Liu received an EMBA degree from the School of Economics and Management of Tsinghua University and a bachelor’s degree in law from Xiamen University. Mr.
Removed
Before joining us, he worked as regional sales director at Guosen Securities Co., Ltd.’s Beijing Branch from 2007 to 2011, as well as director of business management center and general manager of Majiapu business department from 2012 to 2015. Mr. Lei Fang received his bachelor’s degree in international business from China Institute of Defense Science and Technology. Mr.
Added
Yang served in several chief financial officer positions at US-listed companies including Tuniu Corporation (Nasdaq: TOUR), E-Commerce China Dangdang Inc., and AirMedia Group Inc. Mr. Yang was the chief executive officer of Rock Mobile Corporation from 2004 to 2007, and the chief financial officer of the Asia Pacific region for Cellstar Asia Corporation from 1999 to 2004.
Removed
Jian Liu has served as our independent director since our initial public offering in March 2019. Since 2017, Mr. Liu has served as the Assistant Dean of the Institute of Financial Technology of Tsinghua University and the Deputy Director of Sunshine Internet Finance Innovation Research Center. Prior to that, Mr.
Added
The information provided with respect to Avenir View Limited is derived from a Schedule 13G filed with the SEC by Avenir Tech Limited, Avenir View Limited, Avenir Investment Holdings Limited and Mr. Lin Li on April 29, 2025.
Removed
Ming Liao has served as our independent director since January 2024. Mr. Liao has been a founding partner and director of Prospect Avenue Capital, a late-stage private equity fund manager focusing on the internet industry since 126 Table of Contents July 2016. From February 2014 to February 2015, Mr.
Added
According to such Schedule 13G, Avenir View Limited, a British Virgin Islands company, beneficially owns 160,013,700 Class A Ordinary Shares in the form of ADSs through Avenir Tech Limited, which is wholly owned by Avenir View Limited. Avenir View Limited is in turn wholly owned by Avenir Investment Holdings Limited, and Mr.
Removed
Liao served as the chief representative of UBS AG’s Beijing representative office, working at its investment banking division. Prior to joining UBS, Mr. Liao was a director at the investment banking division of Barclays Capital Asia from May 2011 to March 2013. Before Barclays, Mr.
Added
Lin Li owns 100% of the equity interests in Avenir Investment Holdings Limited.
Removed
Liao was a vice president at The Carlyle Group’s investor relations division from September 2008 to May 2011, responsible for fund raising in China. Prior to joining Carlyle, Mr. Liao was a vice president in the investment banking division of Morgan Stanley Asia from August 2006 to August 2008. Mr.
Added
The reported Class A Ordinary Shares in the form of ADSs include 116,128,395 Class A Ordinary Shares in the form of ADSs directly held by Avenir Tech Limited and 43,885,305 Class A Ordinary Shares in the form of ADSs held by LL (BVI) Investment Limited, over which Avenir Tech Limited exercises sole voting power and sole dispositive power. 3.
Removed
Liao currently serves as an independent director of Gaotu Techedu Inc. (NYSE: GOTU). Mr. Liao obtained his bachelor’s degree in economics from Renmin University of China in 1995, and his master’s degree in public affairs from the Woodrow Wilson School of Public and International Affairs at Princeton University in 2000.
Added
Representing (i) 4,000,005 Class A Ordinary Shares in the form of ADSs held by Mr. John Fei Zeng ; and (ii) 3,999,990 Class A Ordinary Shares in the form of ADSs held by his spouse. We have a dual-class share structure. Our outstanding ordinary shares consist of Class A ordinary shares and Class B ordinary shares, and Mr.
Removed
There are no familial relationships among any of the Company’s directors or senior managers set forth above.
Removed
A director may not exercise all the powers of our company to borrow money, mortgage its business, property and uncalled capital and issue debentures or other securities whenever money is borrowed or as security for any obligation of our company or of any third party.
Removed
Beneficial ownership includes the power to direct the voting or the disposition of the securities or to receive the economic benefit of ownership of the securities.
Removed
The numbers set forth in this column include Class A shares represented by our outstanding ADSs held by each shareholder. 2. The information provided with respect to Xiaomi Corporation is derived from our Register of Member (ROM) and only reflects the ordinary shares held by Xiaomi Corporation.
Removed
However, Xiaomi Corporation may also hold ADSs of our company in the secondary market. Xiaomi Corporation, a Cayman Islands company listed on the Hong Kong Stock Exchange (stock code: 01810), holds equity in our company through its wholly-owned BVI subsidiary, Fast Pace Limited.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

4 edited+0 added−0 removed14 unchanged
Share Incentive Plan See Item 6.B “Compensation - Compensation of Directors and Executive Officers.” Other Transactions with Related Parties Transactions with Alphalion Technology Holding Limited and its affiliates (“Alphalion Group”) 134 Table of Contents In February of 2019, we and our affiliates entered into a series of agreements with respective parties regarding the investment in Alphalion Technology Holding Limited.
Share Incentive Plan See Item 6.B “Compensation - Compensation of Directors and Executive Officers.” Other Transactions with Related Parties Transactions with Alphalion Technology Holding Limited and its affiliates (“Alphalion Group”) 138 Table of Contents In February of 2019, we and our affiliates entered into a series of agreements with respective parties regarding the investment in Alphalion Technology Holding Limited.
As of December 31, 2024, the amount due from Alphalion Group regarding prepaid IT service fee and together with the short-term interest-free loans of previous year, total amount due from Alphalion Group was US$0.9 million. By the year end of 2024, IT service fee paid to Alphalion Group was US$0.12 million.
As of December 31, 2025, the amount due from Alphalion Group regarding prepaid IT service fee and together with the short-term interest-free loans of previous year, total amount due from Alphalion Group was US$1.0 million. By the year end of 2025, IT service fee paid to Alphalion Group was US$0.1 million.
Amounts due from related parties in the consolidated balance sheets as of December 31, 2024, were receivable from such directors and executive officers and amounted to US$15.8 million. Amounts due to directors and executive officers amounted to US$0.9 million at the end of December 31, 2024.
Amounts due from related parties in the consolidated balance sheets as of December 31, 2025, were receivable from such directors and executive officers and amounted to US$18.1 million. Amounts due to directors and executive officers amounted to US$69.9 million at the end of December 31, 2025.
Revenue earned by providing brokerage services and margin loans to such directors and executive officers amounted to US$1.4 million for the year ended 2024. C. Interests of Experts and Counsel Not applicable.
Revenue earned by providing brokerage services and margin loans to such directors and executive officers amounted to US$0.6 million for the year ended 2025, Interest expense paid to such directors and executive officers amounted to US$2.1 million for the year ended 2025, C. Interests of Experts and Counsel Not applicable.

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